This Employment Agreement (hereinafter referred to as the "Agreement") is made and entered into as of the 1st
day of February, 2003, by and between Wakelee Smith (hereinafter referred to as "Employee") and Atlas Air
Worldwide Holdings, Inc., a Delaware corporation (hereinafter referred to as "Atlas" or the "Company").
WHEREAS, Atlas believes that it is in the best interests of Atlas to retain the services of the Employee and the
Employee desires an affiliation with Atlas, on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, Employee warrants that Employee is entering voluntarily into this Agreement, and that no promises
or inducements for this Agreement have been made outside of the terms and conditions referred to herein, and
Employee enters into this Agreement without reliance upon any statement or representation by Atlas or any other
person, concerning any fact material hereto.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, covenant and agree as follows:
1.1 For purposes of this Agreement, "CAUSE" as used herein means
(i) any act or acts of material dishonesty taken by the Employee, (ii) the failure of the Employee to comply
with any of the Employee's obligations within ten (10) days of written notice from Atlas, (iii) any violation by
Employee of Atlas corporate policies as set forth in the Employee Compliance Manual, Employee Handbook or
related corporate policies of which Employee has received written notice; provided that, if such violation is
subject to cure, Employee shall have ten (10) days within which to cure such violation after receipt of written
notice thereof, or (iv) the conviction of or "no contest" plea by the Employee to any misdemeanor of moral
turpitude or any felony.
1.2 "EMPLOYMENT PERIO