Transferability.
Neither
ISOs nor, except as the Administrator otherwise expressly provides, other awards may be transferred other than by will or by the laws of descent and distribution. During a participants lifetime ISOs and, except as the Administrator otherwise
expressly provides, other awards requiring exercise may be exercised only by the recipient.
Performance Criteria
. The 2018 Plan
provides that performance awards may be made subject to achieving performance criteria over a specified performance period. The Administrator will use one or more objectively determinable measures of performance relating to any
combination of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or
in combinations thereof): sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis
(basic or fully diluted); return on equity, investment, capital or assets; one or more operating ratios such as earnings before interest, taxes, and/or depreciation and amortization; borrowing levels, leverage ratios or credit rating; market share;
capital expenditures; cash flow; free cash flow, cash flow, return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; stock price; shareholder return; sales of particular products or
services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); economic value added; strategic business criteria, consisting of one or more objectives based on meeting specific market penetration, geographic
business expansion goals, facility construction or completion goals, geographic facility relocation or completion goals, cost targets, customer satisfaction, supervision of litigation or information technology; joint ventures and strategic
alliances; spin-offs,
split-ups
and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings.
Performance criteria and any targets with respect thereto need not be based upon an increase, a positive or improved result or avoidance of loss. The Administrator may
provide in the case of any award that one or more of the performance criteria applicable to such award will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions)
occurring during the performance period that affect the applicable performance criteria.
Repricing.
Stock options or SARs granted
under the 2018 Plan may not be repriced, nor may any consideration be paid upon the termination, cancellation, voluntary surrender or exchange of any stock options or SARs, in each case, without shareholder approval in accordance with any applicable
stock exchange listing standards.
Clawback.
Awards granted under the 2018 Plan are subject to forfeiture, termination and rescission,
and a participant will be obligated to return any payments received in respect of awards to the extent provided in the award, as may be required by law, or as provided in any applicable Company clawback or recoupment policy.
Corporate Transactions.
In the event of the consummation of a consolidation, merger or similar transaction or series of related
transactions, a sale of all or substantially all of the Companys assets or a dissolution or liquidation of the Company (each, a Covered Transaction), the 2018 Plan permits the Administrator to, among other things, provide for the
continuation or assumption of outstanding awards, for new grants in substitution of outstanding awards, for the accelerated vesting or delivery of shares of common stock under awards or for a cash out of outstanding awards, in each case on such
terms and with such restrictions as it deems appropriate. Except as the Awards may otherwise determine, awards not assumed will terminate upon the consummation of such Covered Transaction.
Adjustments.
In the event of a stock dividend, stock split or combination or shares (or reverse stock split), recapitalization or other
change in the Companys capital structure that constitutes an equity restructuring within the meaning of FASB ASC Topic 718, the Administrator will make appropriate adjustments to the limits described above and will also make appropriate
adjustments to the number and kind of shares of stock or securities subject to awards, to the exercise prices of awards and to other provisions of awards affected by the change. The Administrator may also make similar adjustments to take into
account other distributions to shareholders or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the 2018 Plan and to preserve the value of awards.
72
|
Atlas Air Worldwide Holdings, Inc.
2018 Notice & Proxy Statement