[*] = Portions of this exhibit have been omitted pursuant to a Confidential Treatment Request. An unredacted
version of this exhibit has been filed separately with the Commission.
ATLAS AIR WORLDWIDE HOLDINGS, INC.
PERFORMANCE SHARE UNIT AGREEMENT
THIS PERFORMANCE SHARE UNIT AGREEMENT, dated as of [ • ], 2008 (the “Agreement”), is
between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and __________ (the
WHEREAS, the Employee has been granted the following award under the Company’s 2007 Incentive Plan
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other
good and valuable consideration, the parties hereto agree as follows.
1. Award of Performance Share Units . Pursuant to the provisions of the Plan, the terms of which are
incorporated herein by reference, the Employee is hereby awarded [ • ] 1 performance share units (“Performance
Share Units”), which constitute the right to receive, without payment, (i) up to [ • ] 2 shares of common stock of
the Company upon the Company’s satisfaction of certain performance criteria as described in Section 2 below
(the “Unit Delivered Shares”), and (ii) the right to receive, without payment, additional shares of common stock
on the same basis as the Unit Delivered Shares, equal in value to the dividends, if any, which would have been
paid with respect to the common stock underlying the Unit Delivered Shares had such common stock been
issued to the Employee on [ • ], 2008 (the “Deferred Dividend Shares”), in each case subject to the terms and
conditions of the Plan and those set forth herein. The Unit Delivered Shares and the Deferred Dividend Shares
are collectively referred to herein as the “Performance Share Award.” The Performance Share Award is granted
on [ • ], 2008 (the “Date of Grant”).
2. Vesting of Performance Share Award; Delivery of Performance Share Units; Treatment upo