Retention Agreements
In order to facilitate an effective leadership transition and to promote business continuity, each of the Company’s other named executive officers, Adam R. Kokas, Executive Vice President, General Counsel and Secretary, Spencer Schwartz, Executive Vice President and Chief Financial Officer, and Michael T. Steen, Executive Vice President and Chief Commercial Officer, was granted a retention bonus opportunity as follows: subject to continued employment, each recipient would become entitled to receive $500,000 as of December 31, 2020 and $1,000,000 as of December 31, 2021. Each executive would also be eligible to receive any unpaid portion of the retention bonus upon a termination by the Company without “cause,” by the executive for “good reason,” or upon the executive’s death or “disability” (in each case as such term is defined in the applicable award agreement).
A copy of the Company’s related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events.
In connection with the changes to the Company’s leadership referred to above, the Board approved certain amendments to the Company’s Corporate Governance Principles (as amended, the “Amended Principles”), which shall be effective as of the Transition Date. Among other things, the Amended Principles provide that a Lead Independent Director may be appointed any time the Chairman of the Board is not an independent director. A copy of the Amended Principles is posted on the Company’s website at
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