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Directors and Officers Indemnification Agreement

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Title:

Directors and Officers Indemnification Agreement

Entities:

Atlas Air Worldwide Holdings Inc.

Date:

2005

Size:

Preview shows 9KB of 24KB total

Price:

$42

ID:

#877434

► Legal ► Indemnification ► Director & Officer Indemnification Agreements
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DIRECTORS AND OFFICERS INDEMNIFICATION AGREEMENT

This Directors and Officers Indemnification Agreement, made and entered into as of this _____ day of ___________________ 200_ (Agreement), by and between Atlas Air Worldwide Holdings Inc., a Delaware corporation (Company), and ____________________ (Indemnitee):

WHEREAS, highly competent persons are becoming more reluctant to serve publicly held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and

WHEREAS, the uncertainties relating to indemnification have increased the difficulty of attracting and retaining such persons; and

WHEREAS, the Board of Directors of the Company has determined that the inability to attract and retain such persons is detrimental to the best interests of the Companys stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future; and

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, the Certificate of Incorporation of the Company (the Charter) requires the Company to indemnify its directors and officers to the fullest extent now or hereafter permitted by the Delaware General Corporation Law (the DGCL), and the By-laws of the Company (the By-laws) provide for the manner and extent of such indemnification, and Indemnitee has been serving and continues to serve as a director and/or officer of the Company in part in reliance on the Charter and By-laws; and

WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Service by Indemnitee. Indemnitee agrees to serve as a director and/or officer of the Company and agrees to the indemnification provisions provided for herein. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law).

Section 2. Indemnification. The Company shall indemnify, defend and hold harmless Indemnitee to the fullest extent permitted by applicable law in effect on the date hereof

or as such laws may from time to time be amended to increase the scope of such permitted indemnification, subject to the terms of this Agreement.

Section 3. Actions or Proceedings Other Than Actions by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the Company to procure a judgment in its favor, which is covered in Section 4 hereof) by reason of the fact that Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another entity, or by reason of anything done or not done by another entity, or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section 3, Indemnitee shall be indemnified by the Company against Expenses (as hereinafter defined), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe Indemnitee conduct was unlawful.

Section 4. Actions by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if Indemnitee was or is a party or witness or threatened to be made a party or witness to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director or officer of another entity, or by reason of anything done or not done by Indemnitee in such capacity. Pursuant to this Section 4, Indemnitee shall be indemnified by the Company against Expenses actually and reasonably incurred by Indemnitee in connection with such action or suit, (including, but not limited to the investigation, defense, settlement or appeal thereof) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made hereunder in respect of any claim, issue or matter as to which the Indemnitee shall be adjudged liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which said Court of Chancery or such other court shall deem proper.

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