Item 1.01 Entry Into a Material Definitive Agreement

     On October 20, 2005, Atlas Air Worldwide Holdings, Inc. (the “Company”) and T. Wakelee Smith (“Mr. Smith”) executed a Resignation and General Release Agreement (the “Resignation and Release Agreement”) governing the terms and conditions of the termination of Mr. Smith’s employment as the Company’s Senior Vice President and Chief Operating Officer and as an employee of the Company. Under the terms of the Resignation and Release Agreement and in lieu of certain benefits Mr. Smith would receive under his Employment Agreement (as defined below in Item 1.02), Mr. Smith will have the right to receive severance payments based on Mr. Smith’s base annual salary for a period of 12 months, paid in accordance with the Company’s normal payroll schedule through February, 2006, with the remainder paid in a lump sum on or about March 1, 2006, but in no event later than March 15, 2006. Additionally, the Company will pay Mr. Smith a lump sum cash payment in the amount of $22,500 pursuant to his Employment Agreement. The Company will provide Mr. Smith with his continued medical, dental and vision coverage during the 12 month period following the termination of Mr. Smith’s employment, provided that such benefits will not be continued if Mr. Smith obtains comparable coverage in connection with subsequent employment. Restricted shares of common stock granted to Mr. Smith which have not previously vested will be forfeited. Mr. Smith will be vested in any Company stock options previously granted to him and which vested before the termination of his employment. Any Company stock options which would have vested in the 12 month period following the termination of Mr. Smith’s employment will vest at the time of the termination of his employment and be exercisable for 90 days thereafter unless they expire before the end of such 90 day period. With the exception of the foregoing, Mr. Smith will be entitled to no other payments or benefits from the Company pursuant to the Resignation and Release Agreement.

     The Resignation and Release Agreement provides that Mr. Smith’s employment with the Company terminates effective October 31, 2005 and that his Employment Agreement is terminated as of the date of the Resignation and Release Agreement, subject to the survival of certain provisions as specifically set forth in the Resignation and Release Agreement. Mr. Smith further agrees not to disclose the Company’s confidential or proprietary information and not to compete with the Company for a period of 1 year following Mr. Smith’s termination; provided, however, that Mr. Smith may work as a consultant for another company so long as such work (a) does not require the sue or disclosure of the Company’s trade secrets and/or proprietary information and (b) does not infringe on the Company’s competitive position. Mr. Smith also agrees to release the Company, among others, from any claims arising out of or based upon facts occurring prior to the date of the Resignation and Release Agreement. Mr. Smith and the Company also agree not to disparage the other party.

     The effectiveness of the Resignation and Release Agreement is subject to Mr. Smith’s right to revoke his acceptance of the agreement within 7 days from the date he signed such agreement.

Item 1.02 Termination of a Material Definitive Agreement

     The Amended and Restated Employment Agreement (the “Employment Agreement”), dated as of July 22, 2005, between the Company and Mr. Smith was terminated upon and as of

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