X0303 4 2011-06-16 0 0001135185 ATLAS AIR WORLDWIDE HOLDINGS INC AAWW 0001237270 GILMORE JAMES III 2000 WESTCHESTER AVENUE PURCHASE NY 10577 1 0 0 0 Restricted Stock Units 2011-06-16 4 A 0 1773 0.00 A Common Stock 1773 1773 D Restricted Stock Units 2011-06-16 4 A 0 2000 0.00 A 2015-06-16 Common Stock 2000 2000 D Upon vesting, the Reporting Person is entitled to receive one share of Common Stock for each restricted stock unit. The units vest in their entirety on the first to occur of the following: (i) the first anniversary of the Date of Grant; (ii) the day immediately preceding the date of the annual meeting of stockholders of the Company occurring in 2012; the day immediately preceding the Reporting Person's death; the day immediately preceding the date of termination of the Reporting Person's service on the Board by reason of disability (as defined); or a Change in Control of the Company (as defined). Share payouts will be made as soon as practicable after vesting of the Restricted Stock Units. The award vests in four equal annual installments beginning on the first anniversary of the date of grant. Each unit will become vested on the basis of one restricted stock unit to one share of the Company's common stock. /s/Michael W. Borkowski Michael W. Borkowski, as Attorney-in-Fact 2011-06-20