Atlas Air Worldwide Holdings, Inc. 2005 Cash Compensation Policy for Non-Employee Directors

Summary

Atlas Air Worldwide Holdings, Inc. sets out the annual cash compensation for its non-employee directors. Each director receives $50,000 per year, paid quarterly in advance. Additional payments are made for committee memberships and chairmanships, ranging from $5,000 to $75,000 annually, also paid quarterly. Directors also receive fees for attending board and committee meetings, with higher amounts for chairpersons and for in-person attendance. This policy outlines the structure and timing of all cash payments to non-employee directors for their service.

EX-10.25.1 40 c37970ex10_25-1.txt EX-10.25.1 ATLAS AIR WORLDWIDE HOLDINGS, INC. CASH COMPENSATION OF NON-EMPLOYEE DIRECTORS - 2005 Each non-employee Director of Atlas Air Worldwide Holdings, Inc. will be paid $50,000 in cash compensation annually, which will be payable quarterly in advance, and will also receive the following ADDITIONAL cash compensation, as applicable: COMMITTEE MEMBERSHIP o Each member of the Audit and Governance Committee, $15,000 annually [which will be payable quarterly in advance]; o Each member of the Compensation Committee, $5,000 annually [which will be payable quarterly in advance]; CHAIRMAN POSITION o Chairman of the Board, $75,000 annually [which will be payable quarterly in advance]; o Chairman of each of the Audit and Governance Committee and the Compensation Committee, $25,000 annually [which will be payable quarterly in advance]; MEETING FEES o For each meeting of the Board or a Committee of the Board, including any ad hoc committee, attended in person by a member, a fee to such member of (x) $1,500 or (y) $3,000 if such member is its Chairman [which will be payable at the end of such quarter]; and o For each meeting of the Board or a Committee of the Board, including any ad hoc committee, attended via teleconference or videoconference, a fee to each such member of (x) $500 or (y) $1,000 if such member is its Chairman [which will be payable quarterly at the end of such quarter].