As filed with the Securities and Exchange Commission on October 4, 1996.
Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
WORLD AIRWAYS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 94-1358276
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
World Airways, Inc.
Washington Dulles International Airport
13873 Park Center Road
Suite 490
Herndon, Virginia 22071-3223
(Address of principal executive office, including zip code)
WORLD AIRWAYS, INC. EMPLOYEE
SAVINGS AND STOCK OWNERSHIP PLAN
(Full title of the Plan)
______________________
Charles W. Pollard
World Airways, Inc.
Washington Dulles International Airport
13873 Park Center Road
Suite 490
Herndon, Virginia 22071-3223
(703) 834-9209
(Name, address, including zip code, and telephone number
including area code, of agent for service)
With copies to:
David M. Carter, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
Common Stock(2) 225,000 shares $6.94 $1,561,500 $474.00
(1) Calculated pursuant to Rule 457(c) on the basis of $6.94 per share, which
was the average of the high and low prices of the Common Stock as quoted on
the Nasdaq National Market on September 30, 1996.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests in the employee benefit plan described
herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by World Airways, Inc. (the "Company"
or "World Airways") with the Commission (File No. 0-26582) are incorporated
herein by reference and made a part hereof:
1. the Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1995;
2. the Company's Annual Report on Form 10-K for the year
ended December 31, 1995; and
3. the Company's Quarterly Report on Form 10-Q for the
quarters ended March 31 and June 30, 1996, respectively.
In addition, all documents filed by the Company pursuant to Section
13(a) and 13(c) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of the Prospectus and prior to the termination
of the offering of shares of the Company's Common Stock pursuant to the World
Airways, Inc. Employee Savings and Stock Ownership Plan (the "Plan"), any
definitive proxy or information statement filed pursuant to Section 14 of the
Exchange Act in connection with any subsequent meeting of shareholders and any
reports filed pursuant to Section 15(d) of the Exchange Act prior to any such
termination of the offering of shares, shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes, inter alia, a corporation generally to indemnify any person
("indemnitee") who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation, in a similar position
with another corporation or entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. With respect to actions or suits by or in the right of the
corporation; however, an indemnitee who acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation is generally limited to attorneys' fees and other expenses, and no
indemnification shall be made if such person is adjudged liable to the
corporation unless and only to the extent that a court of competent
jurisdiction determines that indemnification is appropriate. Section 145
further provides that any indemnification shall be made by the corporation
only as authorized in each specific case upon a determination by the (i)
stockholders, (ii) board of directors by a majority voted of a quorum
consisting of directors who were not parties to such action, suit or
proceeding or (iii) independent counsel if a quorum of disinterested directors
so directs, that indemnification of the indemnitee is proper because he has
met the applicable standard of conduct. Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
Section 8.02 of the Company's Bylaws, a copy of which is filed as
Exhibit 3.2 to the Registration Statement and incorporated herein by
reference, provides, in substance, that directors, officers, employees and
agents shall be indemnified to the fullest extent permitted by Section 145 of
the DGCL.
Articles VIII and IX of the Company's Amended and Restated
Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to the
Registration Statement and incorporated herein by reference, limits the
liability of directors of the Company to the Company or its stockholders (in
their capacity as directors but not in their capacity as officers) to the
fullest extent permitted by the DGCL. Specifically, directors of the Company
will not be personally liable for monetary damages for breach of a director's
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL or
(iv) for any transaction from which the director derived an improper personal
benefit. The Restated Certificate of Incorporation also provides that if the
DGCL is amended after the approval of the Restated Certificate of
Incorporation to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Company will be eliminated or limited to the full extent permitted by the
DGCL, as so amended.
The Company intends to enter into indemnification agreements with
certain of its directors providing for indemnification to the fullest extent
permitted by the laws of the State of Delaware. These agreements provide for
specific procedures to better assure the directors' rights to indemnification,
including procedures for directors to submit claims, for determination of
directors' entitlement to indemnification (including the allocation of the
burden of proof and selection of a reviewing party) and for enforcement of
directors' indemnification rights.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
3.1 Amended and Restated Certificate of Incorporation of the Company
(Incorporated herein by reference from Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (File No. 33-95488)).
3.2 Amended and Restated Bylaws of the Company (Incorporated herein
by reference from Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (No. 33-95488)).
4.1 Article IV of the Company's Amended and Restated Certificate of
Incorporation and Section 6 of the Company's Bylaws (Incorporated by reference
from Exhibits 3.1 and 3.2, respectively).
10.1 WorldCorp, Inc. Employee Savings and Stock Ownership Plan,
amended and restated as of January 1, 1994.
10.2 Amendment No. 1 to WorldCorp, Inc. Amended and Restated Employee
Savings and Stock Ownership Plan.
10.3 Amendment No. 2 to WorldCorp, Inc. Amended and Restated Employee
Savings and Stock Ownership Plan.
10.4 Amendment No. 3 to WorldCorp, Inc. Amended and Restated Employee
Savings and Stock Ownership Plan.
23.1 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change in such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(d) The undersigned registrant hereby undertakes that the
registrant will submit or has submitted the Plan and any amendment thereto to
the Internal Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Herndon, Commonwealth of Virginia on September
25, 1996.
WORLD AIRWAYS, INC.
(Registrant)
By: /s/ Charles W. Pollard
Charles W. Pollard
President
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 25, 1996. Each of the directors and/or
officers of World Airways, Inc. whose signature appears below hereby appoints
T. Coleman Andrews, III, Charles W. Pollard and David M. Carter, and each of
them severally, as his attorney-in-fact to sign in his name and behalf, in any
and all capacities stated below and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments to
this registration statement, making such changes in the registration statement
as appropriate, and generally to do all such things in their behalf in their
capacities as officers and directors to enable World Airways, Inc., to comply
with the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.
Signature Title
/s/ T. Coleman Andrews, III Chief Executive Officer, Chairman
T. Coleman Andrews, III of the Board and Director
(Principal Executive Officer)
/s/ Charles W. Pollard President and Director
Charles W. Pollard
/s/ Michael E. Savage Vice President-Chief Financial Officer
Michael E. Savage (Principal Financial and Accounting
Officer)
/s/ Ahmad M. Khatib Executive Vice President - Operations
Ahmad M. Khatib and Director
/s/ A. Scott Andrews Director
A. Scott Andrews
Director
Wan Malek Ibrahim
/s/ Russell L. Ray, Jr. Director
Russell L. Ray, Jr.
/s/ Peter M. Sontag Director
Peter M. Sontag
Director
Lim Kheng Yew
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act,
the trustees of the Plan have caused this registration statement to be signed
on their behalf by the undersigned, thereto duly authorized, in the City of
Herndon, State of Virginia, on this 4th day of October 1996.
WORLD AIRWAYS, INC. EMPLOYEE SAVINGS
AND STOCK OWNERSHIP PLAN
By: /s/ A. Scott Andrews
A. Scott Andrews
Trustee
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of
the Company (Incorporated herein by reference from
Exhibit 3.1 of the Company's Registration Statement on
Form S-1 (File No. 33-95488)).
3.2 Amended and Restated Bylaws of the Company
(Incorporated herein by reference from Exhibit 3.2 to
the Company's Registration Statement on Form S-1 (No.
33-95488)).
4.1 Article IV of the Company's Amended and Restated
Certificate of Incorporation and Section 6 of the
Company's Bylaws (Incorporated by reference from
Exhibits 3.1 and 3.2, respectively).
10.1 WorldCorp, Inc. Employee Savings and Stock Ownership
Plan, amended and restated as of January 1, 1994.
10.2 Amendment No. 1 to WorldCorp, Inc. Amended and
Restated Employee Savings and Stock Ownership Plan.
10.3 Amendment No. 2 to WorldCorp, Inc. Amended and
Restated Employee Savings and Stock Ownership Plan.
10.4 Amendment No. 3 to WorldCorp, Inc. Amended and
Restated Employee Savings and Stock Ownership Plan.
23.1 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on signature page).
WORLDCORP
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
Amended and Restated as of January 1, 1994
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
1. Nature of the KSOP. . . . . . . . . . . . . . . . . . . . 1
2. Definitions . . . . . . . . . . . . . . . . . . . . . . . 2
3. Eligibility and Participation . . . . . . . . . . . . . . 8
4. Contributions . . . . . . . . . . . . . . . . . . . . . . 10
5. Investment of Trust Assets. . . . . . . . . . . . . . . . 14
6. Allocations to Participants' Accounts . . . . . . . . . . 20
7. Allocation Limitations. . . . . . . . . . . . . . . . . . 26
8. Voting WorldCorp Stock; Certain Tender Offers . . . . . . 27
9. Disclosure to Participants. . . . . . . . . . . . . . . . 29
10. Vesting and Forfeitures . . . . . . . . . . . . . . . . . 30
11. Credited Service and Break in Service . . . . . . . . . . 33
12. When Capital Accumulation Will Be Distributed . . . . . . 34
13. In-Service Distributions and Participant Loans. . . . . . 36
14. How Capital Accumulation Will Be Distributed. . . . . . . 40
15. No Assignment of Benefits . . . . . . . . . . . . . . . . 47
16. Administration. . . . . . . . . . . . . . . . . . . . . . 47
17. Claims Procedure. . . . . . . . . . . . . . . . . . . . . 51
18. Limitation on Participants' Rights. . . . . . . . . . . . 52
19. Future of the KSOP. . . . . . . . . . . . . . . . . . . . 53
20. "Top-Heavy" Contingency Provisions. . . . . . . . . . . . 55
21. Governing Law . . . . . . . . . . . . . . . . . . . . . . 56
22. Execution . . . . . . . . . . . . . . . . . . . . . . . . 57
<PAGE>
WORLDCORP
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
Amended and Restated as of January 1, 1994
Section 1. Nature of the KSOP.
The purpose of the WorldCorp Employee Savings and Stock Ownership Plan
(referred to herein as the "KSOP") is to enable participating Employees to
share in the growth and prosperity of WorldCorp, Inc. ("WorldCorp"), to
encourage Participants to save funds on a tax-favored basis and to provide
Participants with an opportunity to accumulate capital for their future
economic security. A primary purpose of the KSOP is to enable Participants to
acquire stock ownership interests in WorldCorp.
The KSOP (originally adopted effective as of February 2, 1989) is hereby
amended and restated effective as of January 1, 1994. The KSOP is a stock
bonus plan under Section 401(a) of the Internal Revenue Code (the "Code") and
an employee stock ownership plan under Section 4975(e)(7) of the Code. The
KSOP is designed to invest primarily in WorldCorp Stock. The KSOP also
contains a "cash or deferred arrangement" under Section 401(k) of the Code.
In order to satisfy various applicable requirements of the Code as amended by
the Tax Reform Act of 1986, subsequent legislation and Internal Revenue
Service regulations, (1) the definition of Compensation in Section 2 is
effective as of January 1, 1993, (2) the definition of Highly Compensated
Employee in Section 2 is effective as of February 2, 1989, and (3) Section
7(b) was deleted, effective as of January 1, 1990.
The KSOP is also designed to be available as a technique of corporate
finance to WorldCorp. Accordingly, it may be used to accomplish the following
objectives:
(a) To meet general financing requirements of WorldCorp, including
capital growth and transfers in the ownership of WorldCorp Stock;
(b) To provide Participants with beneficial ownership of WorldCorp
Stock; and
(c) To receive loans (or other extensions of credit) to finance the
acquisition of WorldCorp Stock ("Acquisition Loans"), with such loans to be
repaid by Salary Deferral Contributions and Company Contributions to the Trust
and dividends received on such WorldCorp Stock.
All Trust Assets held under the KSOP will be administered, distributed,
forfeited and otherwise governed by the provisions of the KSOP and the related
Trust Agreement. The KSOP is administered by an Administrative Committee for
the exclusive benefit of Participants (and their Beneficiaries).
Section 2. Definitions.
In the KSOP, whenever the context so indicates, the singular or plural
number and the masculine, feminine or neuter gender shall be deemed to include
the other, the terms "he," "his" and "him" shall refer to a Participant, and
the capitalized terms shall have the following meanings:
Account .................. One of several accounts maintained to record the
interest of a Participant under the KSOP. See Section 6.
Acquisition Loan ......... A loan (or other extension of credit) used by
the Trust to finance the acquisition of WorldCorp Stock, which loan may
constitute an extension of credit to the Trust from a party in interest (as
defined in ERISA). See Section 5(b).
Affiliate ................ Any corporation which is a member of a
controlled group of corporations (within the meaning of Section 414(b) of the
Code) or a group of trades or businesses (whether or not incorporated) that
are under common control (within the meaning of Section 414(c) of the Code) of
which WorldCorp is also a member.
Allocation Date .......... December 31st of each year (the last day of each
Plan Year).
Approved Absence ......... A leave of absence granted to an Employee by his
Employer under its established leave policy. See Section 3(c).
Beneficiary .............. The person (or persons) entitled to receive any
benefit under the KSOP in the event of a Participant's death. See Section
14(b).
Board of Directors ....... The Board of Directors of WorldCorp.
Break in Service ......... A Plan Year in which an Employee is not credited
with more than 500 Hours of Service as a result of his termination of Service.
See Section 11(b).
Capital Accumulation ..... A Participant's vested, nonforfeitable interest
in his Accounts under the KSOP. Each Participant's Capital Accumulation shall
be determined in accordance with the provisions of Section 10 and distributed
as provided in Sections 12, 13 and 14.
Code ..................... The Internal Revenue Code of 1986, as amended.
Committee ................ The Administrative Committee appointed by the
Board of Directors to administer the KSOP. See Section 16.
Company Contributions .... Payments made to the Trust by WorldCorp (other
than Salary Deferral Contributions). See Section 4(b) and (c).
Company Contributions Account .................. The Account which reflects
each Participant's interest in WorldCorp Stock held under the KSOP
attributable to Company Contributions. See Section 6.
Compensation ............. The total wages and other compensation paid to
an Employee by his Employer during the Plan Year, as reported on the
Employee's Wage and Tax Statement (Form W-2), plus Salary Deferral
Contributions made on his behalf for the Plan Year and any amounts excludable
from his gross income under Section 125 of the Code, but excluding any amount
in excess of $150,000 for any Plan Year beginning on or after January 1, 1994
(as adjusted for increases after 1994 in the cost of living pursuant to
Section 401(a)(17) of the Code). For purposes of applying the above dollar
limits, the Compensation of a 5% owner or of a Highly Compensated Employee who
is one of the ten most highly compensated Highly Compensated Employees shall
be aggregated with the Compensation of his spouse and his lineal descendants
who are under age 19.
Contributions ............ Salary Deferral Contributions and Company
Contributions made to the Trust. See Section 4.
Credited Service ......... The number of Plan Years in which an Employee is
credited with at least 1000 Hours of Service. See Section 11.
Disability ............... A Participant's incapacity to engage in any
substantial gainful activity because of a medically determinable physical or
mental impairment which can be expected to result in death, or to be of long,
continued and indefinite duration. Such determination shall be made by the
Committee with the advice of competent medical authority.
Discretionary Contributions ............ Company Contributions in such
amounts as may be determined by the Board of Directors. See Section 4(c).
Employee ................. Any common-law employee of an Employer. A
leased employee, as described in Section 414(n) of the Code, is not an
Employee for purposes of the KSOP.
Employer ................. WorldCorp and any other corporation (whether or
not an Affiliate of WorldCorp) which is designated by the Board of Directors
as an Employer and which adopts the KSOP.
ERISA .................... The Employee Retirement Income Security Act of
1974, as amended.
Fair Market Value ........ The fair market value of WorldCorp Stock,
determined by reference to prevailing market prices on the New York Stock
Exchange.
Financed Shares .......... Shares of WorldCorp Stock acquired by the Trust
with the proceeds of an Acquisition Loan.
Forfeiture ............... Any portion of a Participant's Accounts which
does not become a part of his Capital Accumulation and which is forfeited
under Section 10(b).
401(k) Plan .............. The WorldCorp, Inc. and Subsidiaries 401(k)
Plan, a profit sharing plan under Section 401(a) of the Code which includes a
"cash or deferred" arrangement.
Highly Compensated Employee ................. An Employee who (1) is a 5%
owner, (2) has Statutory Compensation in excess of $81,720, (3) has Statutory
Compensation in excess of $54,480 and is in the top-paid 20% group of
Employees, or (4) is an officer of an Employer and has Statutory Compensation
in excess of 50% of the dollar amount in effect under Section 415(b)(1)(A) of
the Code for the Plan Year, as determined in accordance with Section 414(q) of
the Code. The $81,720 and $54,480 amounts shall be adjusted after 1989 for
increases in the cost of living pursuant to Section 414(a)(1) of the Code (and
for the 1994 Plan Year, such adjusted amounts are $99,000 and $66,000,
respectively).
Hour of Service .......... Each hour of Service for which an Employee is
credited under the KSOP, as described in Section 3(d).
Investment Manager ....... Any person appointed by the Trustee (i) to whom
the Trustee has delegated the power to manage, acquire or dispose of any Trust
Assets, (ii) who is (A) registered as an investment adviser under the
Investment Adviser's Act of 1940, (B) is a "bank" as defined in such Act, or
(C) is an insurance company qualified to perform services described in clause
(i) above in more than one state, and (iii) has acknowledged in writing that
he is a fiduciary with respect to the Plan. See Section 5(e).
KSOP ..................... The WorldCorp Employee Savings and Stock
Ownership Plan, which includes the KSOP and the Trust Agreement.
Matching Contributions ... Company Contributions under the KSOP in amounts
related to the Salary Deferral Contributions on behalf of a Participant. See
Section 4(b).
Other Investments Funds .. The investment funds established by the Trustee
for the investment of Trust Assets other than WorldCorp Stock. See Section
5(e).
Participant .............. Any Employee or former Employee who has met the
applicable eligibility requirements of Section 3 and who has not yet received
a complete distribution of his Capital Accumulation.
Plan Year ................ The 12-month period ending on each Allocation
Date (and coinciding with each calendar year, which is the taxable year of
WorldCorp).
Retirement ............... Termination of Service after attaining age 65 or
after attaining age 55 and completing seven years of Credited Service.
Salary Deferral Contributions ............ Contributions under the KSOP
made by WorldCorp pursuant to the elections of Participants. See Section
4(a).
Salary Deferral Account .. The Account which reflects a Participant's
interest under the KSOP attributable to Salary Deferral Contributions. See
Section 6.
Service .................. Employment with an Employer, any Affiliate and
U.S. Order, Inc. (including periods for which U.S. Order, Inc. was not an
Affiliate).
Statutory Compensation ... The total remuneration paid to an Employee by
his Employer during the Plan Year for personal services rendered, excluding
employer contributions to a plan of deferred compensation, amounts realized in
connection with stock options and amounts which receive special tax benefits.
For purposes of the definition of "Highly Compensated Employee," "Statutory
Compensation" shall include Salary Deferral Contributions made on the
Employee's behalf for the Plan Year.
Statutory Dollar Amount .. For any Plan Year, $30,000, as may be increased
pursuant to Section 415(c)(1)(A) of the Code.
Trust .................... The WorldCorp Employee Savings and Stock
Ownership Trust, created by the Trust Agreement entered into between WorldCorp
and the Trustee.
Trust Agreement .......... The Agreement between WorldCorp and the Trustee
specifying the duties of the Trustee.
Trust Assets ............. WorldCorp Stock (and other assets) held in the
Trust for the benefit of Participants. See Section 5.
Trustee ................... The Board of Trustees (and any successor
Trustee) appointed by the Board of Directors to hold and invest the Trust
Assets.
WorldCorp ................ WorldCorp, Inc., a Delaware corporation.
WorldCorp Stock .......... Shares of common stock issued by WorldCorp,
which shares are "employer securities" under Section 409(1) of the Code.
Section 3. Eligibility and Participation.
(a) Each Employee shall become a Participant in the KSOP on the January
1st, April 1st, July 1st or October 1st coinciding with or next following the
date on which he completes at least six months of Service (in which he is
credited with at least 500 Hours of Service) and has attained age 21. The
eligibility computation period for determining Service shall initially be the
period of six consecutive months beginning on the Employee's initial date of
Service and thereafter shall be the six-consecutive month period which begins
six months from the date of the beginning of the prior six month period.
Any Employee whose terms of Service are covered by a collective
bargaining agreement or are to be negotiated by a collective bargaining agent
shall not be eligible to participate in the KSOP unless the terms of a
collective bargaining agreement negotiated on behalf of such Employee
specifically provide for participation in the KSOP.
(b) A Participant is entitled to share in the allocations of
Discretionary Contributions and Forfeitures under Section 6(c) for each Plan
Year in which he is credited with at least 1000 Hours of Service and in which
he is an eligible Employee (or on Approved Absence) on the Allocation Date. A
Participant is also entitled to share in the allocation of Discretionary
Contributions and Forfeitures for the Plan Year of his Retirement, Disability
or death. A Participant is entitled to share in the allocations of Matching
Contributions under Section 6(b) for each payroll period in which he elects to
make Salary Deferral Contributions. Each Participant may elect to have Salary
Deferral Contributions made on his behalf, as provided in Section 4(a).
(c) A former Participant who is reemployed as an eligible Employee by an
Employer shall become a Participant as of the date of his reemployment. An
Employee who is on an Approved Absence shall not become a Participant until
the end of his Approved Absence, but a Participant who is on an Approved
Absence shall continue as a Participant during the period of his Approved
Absence.
(d) Hours of Service - For purposes of determining the Hours of Service
to be credited to an Employee under the KSOP, the following rules shall be
applied:
(1) Hours of Service shall include each hour of Service for which
an Employee is paid (or entitled to payment) for the performance of duties;
each hour of Service for which an Employee is paid (or entitled to payment)
for a period during which no duties are performed due to vacation, holiday,
illness, incapacity (including disability), lay-off, jury duty, military duty
or paid leave of absence; and each additional hour of Service for which back
pay is either awarded or agreed to (irrespective of mitigation of damages);
provided, however, that not more than 501 Hours of Service shall be credited
for a single continuous period during which an Employee does not perform any
duties.
(2) The crediting of Hours of Service shall be determined in
accordance with the rules set forth in paragraphs (b) and (c) of Section
2530.200b-2 of the regulations prescribed by the Department of Labor, which
rules shall be consistently applied with respect to all Employees within the
same job classification.
(3) Hours of Service shall not be credited to an Employee for a
period during which no duties are performed if payment is made or due under a
plan maintained solely for the purpose of complying with applicable worker's
compensation, unemployment compensation or disability insurance laws, and
Hours of Service shall not be credited on account of any payment made or due
an Employee solely in reimbursement of medical or medically-related expenses.
Section 4. Contributions.
(a) Salary Deferral Contributions -
(1) Each Participant may elect to have a whole percentage (up to a
maximum percentage, not to exceed 20% (to be determined by the Committee))
withheld by his Employer and contributed to the Trust on his behalf in lieu of
his receiving such amount as Compensation. The amount of any Participant's
Salary Deferral Contributions may not exceed $9,240 (as adjusted after 1994
for increases in the cost of living pursuant to Section 402(g)(5) of the Code)
for any Plan Year. Participant elections as to Salary Deferral Contributions
shall become effective as of each January 1st, April 1st, July 1st and October
1st, but a Participant may elect to cease to have amounts withheld at the end
of any month with prior written notice to the Committee (pursuant to
procedures established by the Committee). Each election (and any changes
thereof) shall be made on the payroll deduction authorization form supplied by
the Employer and in accordance with administrative rules and procedures
established by WorldCorp and the Committee. Salary Deferral Contributions
shall be paid in cash by WorldCorp to the Trustee as soon as practicable (but
in no event later than 30 days) after such amounts are withheld from
Participants' Compensation.
(2) Salary Deferral Contributions for Highly Compensated Employees
shall be limited for any Plan Year to the extent necessary to satisfy one of
the actual deferral percentage tests described in Section 401(k)(3) of the
Code and Section 1.401(k)-l(b) of the regulations thereunder. For this
purpose, the Committee shall direct the Trustee to distribute a portion of the
Salary Deferral Contributions made on behalf of a Highly Compensated Employee
(together with any income attributable thereto) to him no later than March
15th of the following Plan Year, determined by reducing Salary Deferral
Contributions made on behalf of Highly Compensated Employees in the order of
the actual deferral percentages beginning with the highest of such
percentages.
(3) If during a Plan Year a Participant participates in more than
one qualified cash or deferred arrangement described in Section 401(k) of the
Code and he notifies the Committee no later than the March 1st following that
Plan Year that all or a specified portion of the Salary Deferral Contributions
made on his behalf for that Plan Year should be distributed to him (together
with any income attributable thereto) because such Salary Deferral
Contributions constitute "excess deferrals," as described in Section
402(g)(2)(A) of the Code, distribution of such amounts to him shall occur no
later than April 15th following that Plan Year.
(4) Any distribution and determination of income attributable to
Salary Deferral Contributions under Section 4(a)(2) and (3) shall be made in
accordance with Section 1.401(k)-l(f) of the regulations under the Code.
(b) Matching Contributions - Matching Contributions for each Participant
who is entitled to share in the allocation of Matching Contributions under
Section 3(b) shall be paid by WorldCorp to the Trustee for each Plan Year in
an amount equal to a percentage of the Salary Deferral Contributions made on
behalf of the Participant for that Plan Year. The Board of Directors shall
determine such percentage from time to time which shall be announced to
Participants. Except as provided in the following sentence, such percentage
shall not be less than 50%. To the extent Salary Deferral Contributions are
directed by the Participant to be invested in the Other Investment Funds,
Matching Contributions shall be fixed at 33-1/3% of such Salary Deferral
Contributions. Matching Contributions shall not be payable with respect to
any Salary Deferral Contributions which are distributed to Participants
pursuant to Section 4(a)(2) and (3).
Matching Contributions for Highly Compensated Employees shall be limited
for each Plan Year to the extent necessary to satisfy one of the contribution
percentage requirements described in Section 401(m)(2) of the Code and Section
1.401(m)-2 of the regulations thereunder. For this purpose, any reduction in
the Matching Contributions made on behalf of Highly Compensated Employees will
be determined in order of the contribution percentages beginning with the
highest of such percentages.
(c) Discretionary Contributions - Discretionary Contributions shall be
paid to the Trustee for each Plan Year in such amounts (or under such formula)
as may be determined from time to time by the Board of Directors; provided,
however, that such Discretionary Contributions shall not be made for any Plan
Year in amounts which can be allocated to no Participant's Accounts by reason
of the allocation limitation described in Section 7(a) or in amounts which are
not deductible under Section 404(a) of the Code.
WorldCorp shall make minimum Discretionary Contributions to the KSOP in
any Plan Year in an amount necessary to pay principal and/or interest due on
any Acquisition Loan to the extent that all other Contributions to the KSOP
and any cash dividends received on the Financed Shares for such Plan Year are
insufficient to make such payments.
(d) Payment of Company Contributions - Matching Contributions and
Discretionary Contributions for each Plan Year under Section 4(b) and (c)
shall be paid to the Trustee by WorldCorp not later than the due date
(including extensions) for filing WorldCorp's Federal income tax return for
that Plan Year. Company Contributions may be paid in cash and/or in shares of
WorldCorp Stock, as determined by the Board of Directors; provided, however,
that the Board of Directors may determine that Company Contributions may be
paid as provided in Section 5(c) with written notice to the Committee and the
Trustee.
(e) Return of Contributions - Any Company Contributions or Salary
Deferral Contributions which are not deductible under Section 404(a) of the
Code may be returned to WorldCorp by the Trustee (at the request of WorldCorp)
within one year after the deduction is disallowed or after it is determined
that the deduction is not available. In the event that Company Contributions
or Salary Deferral Contributions are paid to the Trust by reason of a mistake
of fact, such Contributions may be returned to WorldCorp by the Trustee (at
the request of WorldCorp) within one year after the payment to the Trust.
Section 5. Investment of Trust Assets.
(a) WorldCorp Stock - Trust Assets under the KSOP will be invested by
the Trustee primarily (or exclusively) in WorldCorp Stock. Trust Assets may
be used to acquire shares of WorldCorp Stock from any WorldCorp shareholder
(in open-market or privately-negotiated transactions) or from WorldCorp. All
purchases of WorldCorp Stock by the Trustee shall be made only at prices which
do not exceed Fair Market Value. The Trustee may invest and hold up to 100%
of the Trust Assets in WorldCorp Stock, except as provided in Section 5(e).
All shares of WorldCorp Stock owned by the KSOP shall be held in a WorldCorp
Stock Fund under the Trust. The Trustee may also invest Trust Assets in such
other prudent investments as the Trustee deems to be desirable for the Trust.
(b) Acquisition Loans - With the approval of the Board of Directors, the
Trustee may incur Acquisition Loans under the KSOP from time to time to
finance the acquisition of WorldCorp Stock (Financed Shares) or to repay a
prior Acquisition Loan. An installment obligation incurred in connection with
the purchase of WorldCorp Stock shall be treated as an Acquisition Loan. An
Acquisition Loan shall be for a specific term, shall bear a reasonable rate of
interest and shall not be payable on demand except in the event of default.
An Acquisition Loan may be secured by a pledge of the Financed Shares so
acquired (or acquired with the proceeds of a prior Acquisition Loan which is
being refinanced). No other Trust Assets may be pledged as collateral for an
Acquisition Loan, and no lender shall have recourse against Trust Assets other
than any Financed Shares remaining subject to pledge. Any pledge of Financed
Shares must provide for the release of the shares so pledged as payments on
the Acquisition Loan are made by the Trustee and such Financed Shares are
allocated to Participants' Accounts under Section 6. If the lender is a party
in interest (as defined in ERISA), the Acquisition Loan must provide for a
transfer of Trust Assets to the lender on default only upon and to the extent
of the failure of the Trust to meet the payment schedule of the Acquisition
Loan.
(c) Acquisition Loan Payments - Payments of principal and/or interest on
any Acquisition Loan shall be made by the Trustee only from Contributions paid
in cash to enable the Trust to repay such Acquisition Loan, from earnings
attributable to such Contributions and from any cash dividends received by the
Trust on the Financed Shares (whether allocated or unallocated) purchased with
the proceeds of such Acquisition Loan; and the payments made with respect to
an Acquisition Loan for a Plan Year must not exceed the sum of such
Contributions, earnings and dividends for that Plan Year (and prior Plan
Years), less the amount of such payments for prior Plan Years. If WorldCorp
is the lender with respect to an Acquisition Loan, Company Contributions by
WorldCorp may be paid in the form of cancellation of indebtedness under the
Acquisition Loan. If WorldCorp is not the lender with respect to an
Acquisition Loan, WorldCorp may elect to make payments on the Acquisition Loan
directly to the lender and to treat such payments as Company Contributions.
(d) Sales of WorldCorp Stock - Subject to the approval of the Board of
Directors and the provisions of Section 8, the Trustee may sell shares of
WorldCorp Stock to any person (including WorldCorp); provided that any such
sale must be made at a price not less favorable to the KSOP than Fair Market
Value as of the date of the sale. Notwithstanding the provisions of Section
5(c), the Trustee may apply the proceeds from the sale of unallocated Financed
Shares to repay the Acquisition Loan (incurred to finance the purchase of such
Financed Shares) in the event of the sale of WorldCorp or the termination of
the KSOP or if the KSOP ceases to be an employee stock ownership plan under
Section 4975(e)(7) of the Code. If the Trustee is unable to make payments of
principal and/or interest on an Acquisition Loan when due, the Trustee may
sell (with the approval of the Board of Directors) any Financed Shares that
have not yet been allocated to Participants' Accounts or obtain an Acquisition
Loan in an amount sufficient to make such payments. Any decision by the
Trustee to sell WorldCorp Stock under this Section 5(d) must comply with the
fiduciary duties applicable under Section 404(a)(1) of ERISA.
(e) Other Investment Funds - Each Participant shall direct the
investment of his Salary Deferral Account among investment funds that the
Trustee shall from time to time cause to be made available. These funds
currently include the Guaranteed Long Term Fund, the Common Stock Fund, the
Stock Market Index Fund (collectively, the "Other Investment Funds") and the
WorldCorp Stock Fund. The Trustee may appoint an Investment Manager to invest
Trust Assets under the Other Investment Funds.
Investment elections by Participants shall be made in such increments and
at such times as the Trustee may permit, in accordance with administrative
rules and procedures established from time to time by the Trustee, which shall
be subject to such reasonable guidelines and limitations as the Trustee shall
deem to be appropriate for the efficient administration of the KSOP; provided,
that Participants shall not be permitted to elect to transfer assets between
the WorldCorp Stock Fund and the Other Investment Funds. Each Participant
shall bear the sole responsibility for the selection of the investment funds
for his Salary Deferral Account, and neither the Trustee nor the Committee
shall have any responsibility or liability for any losses that may occur in
connection with such selection.
(f) Diversification - Effective January 1, 1998, a Participant who has
attained age 55 and completed at least ten Years of Participation in the KSOP
(including participation in the 401(k) Plan) shall be entitled to elect to
"diversify" a portion of the balance in his Accounts held in WorldCorp Stock,
as provided in Section 401(a)(28)(B) of the Code. An election to "diversify"
must be made on the prescribed form and filed with the Committee within the
90-day period immediately following the Allocation Date of a Plan Year in the
Election Period. For purposes of this Section 5(f), "Years of Participation"
includes only those Plan Years in which the Participant is entitled to receive
an allocation of Employer Contributions or Forfeitures under Section 3(b), and
the "Election Period" means the period of six consecutive Plan Years beginning
with the Plan Year in which the Participant first becomes eligible to make an
election.
For each of the first five Plan Years in the Election Period, the
Participant may elect to "diversify" an amount which does not exceed 25% of
the number of shares of WorldCorp Stock allocated to his Account since the
inception of the KSOP, less all amounts previously "diversified" under this
Section 5(f). In the case of the last Plan Year in the Election Period, the
Participant may elect to "diversify" an amount which does not exceed 50% of
the number of shares of WorldCorp Stock allocated to his Account since the
inception of the KSOP, less all amounts previously "diversified" under this
Section 5(f). No election shall be permitted if the Fair Market Value of the
WorldCorp Stock allocated to a Participant's Accounts (as of the Allocation
Date of the first Plan Year in the Election Period) is $500 or less, unless
and until the Fair Market Value of such WorldCorp Stock as of a subsequent
Allocation Date in the Election Period exceeds $500.
The Committee shall determine whether "diversification" will be effected
by permitting the Participant to transfer to the Other Investment Funds that
portion of the Participant's Accounts (invested in WorldCorp Stock) with
respect to which a "diversification" election is made or by distributing (in
cash or WorldCorp Stock) to the Participant that portion of his Accounts with
respect to which a "diversification" election is made. Any distribution or
transfer of assets under this Section 5(f) shall occur within 90 days after
the 90-day period in which the election may be made, and any distribution
shall be subject to the provisions of Section 14(c).
Section 6. Allocations to Participants' Accounts.
A Salary Deferral Account shall be maintained to reflect the interest of
each Participant attributable to Salary Deferral Contributions. A Company
Contributions Account shall be maintained to reflect the interest of each
Participant attributable to Matching Contributions and Discretionary
Contributions. Participants' interests in the WorldCorp Stock Fund shall be
maintained in shares (and fractional shares) of WorldCorp Stock.
Salary Deferral Account - The Salary Deferral Account maintained for
each Participant will be credited throughout each Plan Year with the Salary
Deferral Contributions made on his behalf. Such Account will be credited (or
debited) with its share of dividends on WorldCorp Stock and the net income (or
loss) of the Trust. Subaccounts shall be maintained to reflect the portion of
the Salary Deferral Account invested in each separate investment fund under
Section 5(e).
Company Contributions Account - The Company Contributions Account
maintained for each Participant will be credited with his allocable share of
Matching Contributions (each payroll period) and Discretionary Contributions
(annually), with any Forfeitures of Company Contributions Accounts and with
any dividends on WorldCorp Stock allocated to his Company Contributions
Account. It will be credited (or debited) with its share of any net income
(or loss) of the Trust. Subaccounts shall be maintained to reflect the
portion of the Company Contributions Account invested in each separate
investment fund under Section 5(e).
The allocations to Participants' Accounts for each Plan Year will be made
as follows:
(a) Salary Deferral Contributions - Salary Deferral Contributions under
Section 4(a) for each Plan Year will be allocated to the Salary Deferral
Accounts of the Participants on whose behalf they are made, subject to the
allocation limitations of Section 4(a)(2) and (3).
(b) Matching Contributions - Matching Contributions under Section 4(b)
for each Plan Year will be allocated as of the end of each payroll period
among Company Contributions Accounts of the Participants on whose behalf they
are made, subject to the provisions of Section 3(b).
(c) Discretionary Contributions and Forfeitures - Discretionary
Contributions under Section 4(c) and Forfeitures under Section 10(b) for each
Plan Year will be allocated as of the Allocation Date among the Company
Contributions Accounts of Participants so entitled under Section 3(b) in the
ratio that the Compensation of each such Participant bears to the total
Compensation of all such Participants, subject to the allocation limitations
described in Section 7; provided, however, that for purposes of this Section
6(c), Compensation shall not include amounts paid to an Employee prior to the
date he becomes a Participant in the KSOP.
In the event errors are made in allocations under this Section 6 which
require additional amounts to be allocated to a Participant's Accounts, such
amounts shall first come from any Forfeitures under Section 10(b) for the Plan
Year, and then from Employer Contributions, to the extent required to correct
such errors.
(d) Financed Shares - Any Financed Shares acquired by the Trust shall
initially be credited to a "Loan Suspense Account" and will be allocated to
Accounts of Participants only as payments on the Acquisition Loan are made by
the Trustee. The number of Financed Shares to be released from the Loan
Suspense Account for allocation to Participants' Accounts for each Plan Year
shall be determined by the Committee (as of each Allocation Date) as follows:
(1) Principal Only Method - Financed Shares shall be released from
the Loan Suspense Account based on the ratio that the payments of principal
for each Plan Year bear to the total principal amount of the Acquisition Loan.
This method shall be used so long as: (A) the Acquisition Loan provides for
annual payments of principal and interest at a cumulative rate that is not
less rapid at any time than level annual payments of such amounts for ten
years; (B) interest included in any payment on the Acquisition Loan is
disregarded only to the extent that it would be determined to be interest
under standard loan amortization tables; and (C) the entire duration of the
Acquisition Loan repayment period does not exceed ten years, even in the event
of a renewal, extension or refinancing of the Acquisition Loan. In the event
that payments on an Acquisition Loan fail to meet these requirements, Financed
Shares shall be released from the Loan Suspense Account in accordance with
Section 6(d)(2).
(2) Principal/Interest Method - The number of Financed Shares held
in the Loan Suspense Account immediately before the release for the current
Plan Year shall be multiplied by a fraction. The numerator of the fraction
shall be the amount of principal and/or interest paid on the Acquisition Loan
for that Plan Year. The denominator of the fraction shall be the sum of the
numerator plus the total payments of principal and interest on that
Acquisition Loan projected to be paid for all future Plan Years. For this
purpose, the interest to be paid in future years is to be computed by using
the interest rate in effect as of the current Allocation Date.
In each Plan Year in which Trust Assets are applied to make payments on
an Acquisition Loan, the Financed Shares released from the Loan Suspense
Account in accordance with the provisions of this Section 6(d) shall be
allocated among Accounts of Participants in the manner determined by the
Committee based upon the source of funds (Salary Deferral Contributions,
Matching Contributions, Discretionary Contributions, earnings on such
Contributions, cash dividends on Financed Shares allocated to Participant's
Accounts or cash dividends on Financed Shares credited to the Loan Suspense
Account) used to make the payments on the Acquisition Loan. If cash dividends
on Financed Shares allocated to a Participant's Accounts are used to make
payments on an Acquisition Loan, Financed Shares (representing that portion of
such payments and whose Fair Market Value is at least equal to the amount of
such dividends) released from the Loan Suspense Account shall be allocated to
that Participant's Accounts.
(e) Net Income (or Loss) of the Trust -
(1) Other Investment Funds. The net income (or loss) of each of
the Other Investment Funds will be determined as of the last day of each
quarter (the "Determination Date"). Prior to the allocation of Salary
Deferral Contributions made since the preceding Determination Date, each
Participant's share of any net income (or loss) of each of the Other
Investment Funds will be allocated to his Salary Deferral Account in the ratio
that the balance of his Salary Deferral Account invested in each of the Other
Investment Funds on the preceding Determination Date (reduced by any
distribution from such Accounts since the preceding Determination Date)
invested in each of the Other Investment Funds bears to the sum of such Other
Investment Funds balances for all Participants as of that date.
(2) WorldCorp Stock Fund. Any net income (or loss) of the
WorldCorp Stock Fund for each Plan Year will be determined as of the
Allocation Date. Prior to the allocation of Contributions and Forfeitures for
the Plan Year, each Participant's share of any net income (or loss) of the
WorldCorp Stock Fund will be allocated among his Accounts in the ratio that
the balance of his Accounts (under the WorldCorp Stock Fund) on the preceding
Allocation Date (reduced by any distribution from such Accounts during the
Plan Year) invested in such Fund bears to the sum of such Fund balances for
all Participants as of that date. The net income (or loss) of the WorldCorp
Stock Fund includes the increase (or decrease) in the fair market value of any
WorldCorp Stock Fund assets (other than WorldCorp Stock), interest income,
dividends and other income and gains (or losses) attributable to such Trust
Assets (other than any dividends on allocated WorldCorp Stock) since the
preceding Allocation Date, reduced by any expenses charged to the Trust Assets
for that Plan Year. The determination of the net income (or loss) of the Plan
shall not take into account any interest paid by the Trust under an
Acquisition Loan.
(f) Dividends on WorldCorp Stock - Any cash dividends received on shares
of WorldCorp Stock allocated to Participants' Accounts will be allocated to
such Accounts. Any cash dividends received on unallocated shares of WorldCorp
Stock (including any Financed Shares credited to the Loan Suspense Account)
shall be included in the computation of the net income (or loss) of the
WorldCorp Stock Fund. Any stock dividends received on WorldCorp Stock shall
be credited to the Accounts (including the Loan Suspense Account) to which
such WorldCorp Stock was allocated. Any cash dividends which are currently
distributed to Participants (or their Beneficiaries) under Section 13(a) shall
not be credited to their Accounts.
(g) Accounting for Allocations - The Committee shall establish
accounting procedures for the purpose of making the allocations to
Participants' Accounts provided for in this Section 6. The Committee shall
maintain adequate records of the aggregate cost basis of WorldCorp Stock
allocated to each Participant's Accounts. The Committee shall also keep
separate records of Financed Shares and of Contributions (and any earnings
thereon) made for the purpose of enabling the Trust to repay any Acquisition
Loan. From time to time, the Committee may modify the accounting procedures
for the purposes of achieving equitable and nondiscriminatory allocations
among the Accounts of Participants in accordance with the general concepts of
the Plan, the provisions of this Section 6 and the requirements of the Code
and ERISA.
Section 7. Allocation Limitations.
(a) Limitation on Annual Additions - The Annual Additions for each Plan
Year with respect to each any Participant may not exceed the lesser of:
(1) 25% of his Statutory Compensation; or
(2) the Statutory Dollar Amount.
For this purpose, "Annual Additions" shall be the total of the Company
Contributions, Salary Deferral Contributions and Forfeitures (including any
income attributable to Forfeitures) allocated to the Accounts of a Participant
for the Plan Year, except as provided in Section 7(b), including any Salary
Deferral Contributions distributed to the Participant pursuant to Section
4(a)(2) and (3). In determining such Annual Additions, Forfeitures of
WorldCorp Stock shall be included at the Fair Market Value as of the
Allocation Date.
If the aggregate amount that would be allocated to the Accounts of a
Participant would exceed the amount set forth in these limitations, any Salary
Deferral Contributions made on his behalf for the Plan Year (including any
gains attributable thereto) may be returned to WorldCorp, which shall pay such
amounts to him as Compensation.
Any Forfeitures which can be allocated to no Participant's Accounts by
reason of this limitation shall be credited to a "Forfeiture Suspense Account"
and allocated as Forfeitures under Section 6(a) for the next succeeding Plan
Year (prior to the allocation of Contributions for such succeeding Plan Year).
(b) Special Acquisition Loan Rules - Any Company Contributions which are
used by the Trust (not later than the due date, including extensions, for
filing WorldCorp's Federal income tax return for that Plan Year) to pay
interest on an Acquisition Loan, and any Financed Shares which are allocated
as Forfeitures, shall not be included as Annual Additions under Section 7(a);
provided, however, that the provisions of this Section 7(b) shall be
applicable for any Plan Year only if not more than one-third of the
Contributions applied to pay principal and/or interest on an Acquisition Loan
are allocated to Participants who are Highly Compensated Employees.
Notwithstanding the provisions of Section 4(a) to the contrary, WorldCorp may
require Highly Compensated Employees to prospectively reduce their Salary
Deferral Contributions in order to meet this test.
Section 8. Voting WorldCorp Stock; Certain Tender Offers.
(a) All shares of WorldCorp Stock held by the Trust shall be voted by
the Trustee only in accordance with the provisions of this Section 8(a). Each
Participant (or Beneficiary) will be entitled to instruct the Trustee as to
the manner in which shares of WorldCorp Stock then allocated to his Accounts
will be voted. Each Participant (or Beneficiary) who is so entitled shall be
provided with the proxy statement and other materials provided to WorldCorp
shareholders in connection with each shareholder meeting, together with a form
upon which confidential voting instructions may be given to the Trustee. Any
allocated shares of WorldCorp Stock with respect to which voting instruction
forms are not received from Participants (or Beneficiaries) shall not be
voted. Any WorldCorp Stock which is not then allocated to Participants'
Accounts shall be voted in the manner determined by the Trustee.
(b) In the event that there should be a tender or exchange offer for
WorldCorp Stock which has not been approved by the Board of Directors, the
response to such offer by the Trustee shall be determined under this Section
8(b). Each Participant (or Beneficiary) shall be provided with the tender
offer materials and shall have the right to instruct the Trustee as to the
manner in which to respond to any such offer with respect to the shares of
WorldCorp Stock then allocated to his Accounts.
WorldCorp Stock with respect to which instructions are not received from
Participants (or Beneficiaries) shall not be tendered. Any WorldCorp Stock
which is not then allocated to Participants' Accounts shall be tendered only
if a majority of allocated shares of WorldCorp Stock are directed to be
tendered by Participants (or Beneficiaries).
(c) In the case of a tender or exchange offer for WorldCorp Stock which
has been approved by the Board of Directors, the response to such tender offer
shall be determined by the Trustee with respect to unallocated shares of
WorldCorp Stock and under Section 8(b) with respect to shares of WorldCorp
Stock allocated to Participants' Accounts.
Section 9. Disclosure to Participants.
(a) Summary Plan Description - Each Participant shall be furnished with
the summary plan description of the KSOP required by Sections 102(a)(1) and
104(b)(1) of ERISA. Such summary plan description shall be updated from time
to time as required under ERISA and Department of Labor regulations
thereunder.
(b) Summary Annual Report - Within nine months after each Allocation
Date, each Participant shall be furnished with the summary annual report of
the KSOP required by Section 104(b)(3) of ERISA, in the form prescribed in
regulations of the Department of Labor.
(c) Annual Statement - Following each Allocation Date, each Participant
shall be furnished with a statement reflecting the following information,
reflected separately for each investment fund under the KSOP:
(1) The balances (if any) in his Accounts as of the beginning of
the Plan Year.
(2) The amount of each type of Contribution and Forfeitures
allocated to his Accounts for that Plan Year.
(3) The adjustments to his Accounts to reflect his share of
dividends (if any) on WorldCorp Stock and any net income (or loss) of the
Trust for that Plan Year.
(4) The new balances in his Accounts, including the number of
shares of WorldCorp Stock allocated to his Accounts and the Fair Market Value
as of that Allocation Date.
(5) His number of years of Credited Service and his vested
percentage in his Account balances (under Sections 10 and 11) as of that
Allocation Date.
(d) Additional Disclosure - WorldCorp shall make available for
examination by any Participant copies of the KSOP, the Trust Agreement and the
latest annual report of the KSOP filed (on Form 5500) with the Internal
Revenue Service. Upon written request of any Participant, WorldCorp shall
furnish copies of such documents and may make a reasonable charge to cover the
cost of furnishing such copies, as provided in regulations of the Department
of Labor.
Section 10. Vesting and Forfeitures.
(a) Vesting - (1) A Participant's interest in his Company Contributions
Account shall become 100% vested and nonforfeitable if he (1) is employed by
WorldCorp or an Affiliate on or after his 65th birthday; (2) incurs a
Disability while employed by WorldCorp or an Affiliate; or (3) dies while
employed by WorldCorp or an Affiliate.
(2) A Participant's interest in his Salary Deferral Account shall
be 100% vested and nonforfeitable at all times.
(3) Except as otherwise provided in Section 10(a)(1), the interest
of each Participant in his Company Contributions Account shall become vested
and nonforfeitable in accordance with the following schedule:
Credited Service Nonforfeitable
Under Section 11 Percentage
Less than One Year 0%
One Year 25%
Two Years 50%
Three Years 75%
Four Years or More 100%
(b) Forfeitures - Any portion of the final balance in a Participant's
Company Contributions Account which is not vested (and does not become part of
his Capital Accumulation) will become a Forfeiture when he incurs a one-year
Break in Service. Forfeitures shall first be charged against the portion of a
Participant's Company Contributions Account that is not invested in WorldCorp
Stock, with any balance charged against WorldCorp Stock (at Fair Market
Value). Financed Shares shall be forfeited only after other shares of
WorldCorp Stock have been forfeited. All Forfeitures will be reallocated
among the Company Contributions Accounts of remaining Participants, as
provided in Section 6(c), as of the Allocation Date of the Plan Year in which
a one-year Break in Service occurs.
(c) Restoration of Forfeited Amounts - If a Participant is reemployed
prior to the occurrence of a five-consecutive-year Break in Service, the
portion of his Company Contributions Account (attributable to the prior period
of Service) that was forfeited upon the occurrence of a one-year Break in
Service shall be restored as if there had been no Forfeiture. Such
restoration shall be made out of Forfeitures occurring in the Plan Year of
reemployment prior to allocation under Section 6(c). To the extent such
Forfeitures are not sufficient, WorldCorp shall make a special Contribution to
the Participant's restored Company Contributions Account. Any amount so
restored to a Participant shall not constitute an Annual Addition under
Section 7(a).
(d) Vesting Upon Reemployment - If a Participant who is not 100% vested
receives a distribution of his Capital Accumulation prior to the occurrence of
a five-consecutive-year Break in Service and he is reemployed prior to the
occurrence of such a Break in Service, the portion of his Company
Contributions Account which was not vested (including any restored amounts)
shall be maintained separately until he becomes 100% vested. His vested and
nonforfeitable percentage in such separate Company Contributions Account upon
his subsequent termination of Service shall be equal to:
X-Y
100%-Y
For purposes of applying this formula, X is the vested percentage at the time
of the subsequent termination, and Y is the vested percentage at the time of
the prior termination.
Section 11. Credited Service and Break in Service.
(a) General Rule - An Employee's Credited Service shall be the number of
Plan Years in which he is credited with at least 1000 Hours of Service,
including years of Service prior to 1994.
(b) Break in Service - A one-year Break in Service shall occur in a
Plan Year in which an Employee is not credited with more than 500 Hours of
Service as a result of his termination of Service. A five-consecutive-year
Break in Service shall be five consecutive one-year Breaks in Service.
For purposes of determining whether a Break in Service has occurred, if
an Employee begins a maternity/paternity absence described in Section
411(a)(6)(E)(i) of the Code, the computation of his Hours of Service shall
include the Hours of Service that would have been credited if he had not been
so absent (or eight Hours of Service for each normal work day of such absence
if the actual Hours of Service cannot be determined). An Employee shall be
credited for such Hours of Service (up to a maximum of 501 Hours of Service)
in the Plan Year in which such absence begins (if such crediting will prevent
him from incurring a Break in Service in such Plan Year) or in the next
following Plan Year.
(c) Reemployment - If a former Employee is reemployed after a five-
consecutive-year Break in Service, a new Company Contributions Account will be
established to reflect his interest attributable to Service after such Break
in Service. Credited Service after the Break in Service will not be
considered in determining whether he was vested in his Company Contributions
Account attributable to Service prior to the Break in Service.
Section 12. When Capital Accumulation Will Be Distributed.
(a) Except as otherwise provided in Section 12(c) and (d), a
Participant's Capital Accumulation under the KSOP will be distributed
following his termination of Service, but only at the time and in the manner
determined by the Committee, subject to the provisions of this Section 12. If
the value of a Participant's Capital Accumulation exceeds $3,500, no part of
his Capital Accumulation may be distributed to him before he attains age 65
without his consent.
(b) In the event of a Participant's Retirement, Disability or death,
distribution of his Capital Accumulation shall commence no later than the
Allocation Date of the Plan Year following the Plan Year in which his
Retirement, Disability or death occurs. If a Participant's Service terminates
for any other reason, distribution of his Capital Accumulation shall commence
no later than the Allocation Date of the sixth Plan Year following the Plan
Year in which his Service terminates. For this purpose, and except as
otherwise provided in Section 12(c), if a Participant's Capital Accumulation
includes Financed Shares, the Committee may elect to defer the distribution of
any portion of his Capital Accumulation attributable to Financed Shares until
the Allocation Date of the Plan Year following the Plan Year in which the
Acquisition Loan has been fully repaid. All Acquisition Loans incurred to
acquire WorldCorp Stock in a single acquisition shall be treated as one
Acquisition Loan.
The following alternative modes of distribution may be selected by the
Committee:
(1) Distribution of a Participant's Capital Accumulation in a
single lump sum; or
(2) Distribution of a Participant's Capital Accumulation in
substantially equal, annual installments over a period not exceeding five
years (provided that the period over which installments may be distributed may
be extended an additional year (up to an additional five years) for each
$132,000 or fraction thereof by which his Capital Accumulation exceeds
$660,000 (as adjusted after 1994 for increases in the cost of living pursuant
to Section 409(o)(2) of the Code)); or
(3) Any combination of the foregoing.
(c) Notwithstanding the provisions of Section 12(a) and (b), a
Participant may request that the portion of his Capital Accumulation invested
in the Other Investment Funds be distributed as soon as practicable following
his termination of Service. A Participant may elect to receive such
distribution in a lump sum or an annuity payable over one of the following
periods:
(1) the life of the Participant;
(2) the life of the Participant and his Beneficiary;
(3) a period certain not extending beyond the life expectancy of
the Participant; or
(4) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and his Beneficiary.
(d) Distribution of a Participant's Capital Accumulation shall commence
not later than 60 days after the Allocation Date coinciding with or next
following his 65th birthday (or his termination of Service, if later). The
distribution of the Capital Accumulation of any Participant who attains age
70 1/2 in a calendar year must commence not later than April 1st of the next
calendar year (even if he has not terminated Service) and must be made in
accordance with the regulations under Section 401(a)(9) of the Code, including
Section 1.401(a)(9)-2. A Participant who terminates Service after completing
at least seven years of Credited Service shall be entitled (upon his request)
to have the distribution of his Capital Accumulation commence upon his
attaining age 55. If the amount of a Participant's Capital Accumulation
cannot be determined (by the Committee) by the date on which a distribution is
to commence, or if the Participant cannot be located, distribution of his
Capital Accumulation shall commence within 60 days after the date on which his
Capital Accumulation can be determined or after the date on which the
Committee locates the Participant.
(e) If any part of a Participant's Capital Accumulation is retained in
the Trust after his Service ends, his Accounts will continue to be treated as
described in Sections 5(e) and 6. However, except as otherwise provided in
Section 3(b), such Accounts shall not be credited with any additional
Contributions and Forfeitures.
Section 13. In-Service Distributions and Participant Loans.
(a) Cash Dividends - If so determined by the Board of Directors, any
cash dividends received by the Trustee on WorldCorp Stock allocated to the
Accounts of Participants may be paid currently (or within 90 days after the
end of the Plan Year in which the dividends are paid to the Trust) in cash by
the Trustee to such Participants (or their Beneficiaries) on a
nondiscriminatory basis, or WorldCorp may pay such dividends directly to
Participants (or Beneficiaries). Such distribution (if any) of cash dividends
may be limited to Participants who are still Employees, may be limited to
dividends on shares of WorldCorp Stock which are then vested or may be
applicable to cash dividends on all shares allocated to Participants'
Accounts.
(b) Hardship Withdrawals - Each Participant shall be entitled to request
a hardship withdrawal of all or a portion of the amount of his Salary Deferral
Contributions (but not the earnings thereon) from his Salary Deferral Account.
Such a withdrawal shall be available only if necessary in light of immediate
and heavy financial needs of the Participant, as determined by the Committee
in accordance with nondiscriminatory standards and pursuant to Section
1.401(k)-l(d)(2) of the regulations under the Code. A hardship withdrawal
cannot exceed the amount necessary to meet such financial needs. For this
purpose, immediate and heavy financial needs shall include only funds to be
used for the following:
(1) payment for medical expenses (previously incurred or to be
incurred) described in Section 213(d) of the Code for the Participant, his
spouse or his dependents;
(2) payment of tuition for the next 12 months of post-secondary
education of the Participant, his spouse, his children or his dependents;
(3) costs directly related to the purchase (excluding mortgage
payments) of a principal residence for the Participant; or
(4) for prevention of eviction of the Participant from his
principal residence or foreclosure on the mortgage of his principal residence.
In determining the amount which is necessary to meet such financial needs
of the Participant, the Committee shall make the following findings:
(1) the distribution requested by the Participant is not in excess
of the amount of the immediate and heavy financial need of the Participant,
and the amount may include amounts necessary to pay federal, state and local
income taxes or penalties reasonably resulting from the distribution;
(2) the Participant has obtained all distributions (other than
hardship distributions) and all nontaxable loans under all qualified plans of
WorldCorp;
(3) the Participant has agreed that no Salary Deferral
Contributions will be made on his behalf under Section 4(a) during the 12
month period commencing upon his receipt of a hardship withdrawal; and
(4) Salary Deferral Contributions to be made on behalf of the
Participant for the Plan Year immediately following the Plan Year of the
hardship withdrawal shall not exceed the applicable limit under Section 402(g)
of the Code for such succeeding Plan Year, less the amount of the
Participant's Salary Deferral Contributions for the Plan Year of the hardship
withdrawal.
(c) Participant Loans - A Participant who is an Employee may request a
loan from the portion of his Accounts invested in the Other Investment Funds.
The amount of all outstanding loans to any Participant may not exceed the
lesser of (1) $50,000 (reduced by any loan repayments during the immediately
preceding 12 months), (2) 50% of the vested balance of his Accounts or (3) the
vested portion of his Accounts invested in the Other Investment Funds. The
minimum amount of a Participant loan is $1,000. Only one loan may be
outstanding at any time. Loans shall be available to all Participants on a
reasonably equivalent basis and shall be subject to the approval of the
Committee in accordance with a uniform, nondiscriminatory policy. In addition
to such rules and regulations as the Committee may adopt, all Participant
loans shall comply with the following terms and conditions:
(1) An application for a loan by a Participant shall be made in
writing to the Committee. Loans to Participants shall be available for any
purpose which the Participant deems appropriate. Any action by the Committee
on the loan application shall be final.
(2) Before granting a loan to a Participant who has previously
elected to receive distribution of that portion of his Accounts which will be
used for the loan in the form of an annuity pursuant Section 14(e) of the
Plan, the Committee shall obtain the written consent of the Participant's
spouse acknowledging the terms and conditions of such loan. Such consent
shall be obtained within the 90-day period ending on the date the loan is
made. The consent of the spouse to whom the Participant is married at the
time a loan is made shall be binding on any other spouse to whom the
Participant may be married at the time that distribution of benefits is
subsequently made. A Participant who is not married at the time a loan is
made shall not be required to obtain the consent of any future spouse to such
a loan. This consent requirement shall apply to any loan which is
renegotiated, extended, renewed or revised.
(3) The period of repayment for any loan shall be arrived at by
mutual agreement between the Committee and the Participant, however, such
period shall not exceed five years unless the proceeds of the loan are used to
acquire any dwelling unit which within a reasonable time is to be used
(determined at the time the loan is made) as the principal residence of the
Participant. Repayment must be made through payroll withholding and will be
invested in accordance with the Participant's election made on the loan
application form. In addition, each loan must provide for minimum
amortization which is substantially level (with payments at least quarterly)
over the term of the loan.
(4) Each loan shall be secured by an assignment of the balance in
the Participant's Accounts and shall be supported by the Participant's
promissory note for the amount of the loan, including interest, payable to the
order of the Trustee. The Participant shall receive a statement specifying
the loan amount, current interest rate, the repayment schedule and any other
charges or penalties applicable to such loan.
(5) The Participant shall designate from which of the Other
Investment Funds amounts will be withdrawn in order to make the loan to him.
Each loan shall constitute a segregated investment of the Trust Assets
attributable to the Participant's Accounts and shall bear interest at a rate
that provides the Plan with a return commensurate with the interest rates
charged by persons in the business of lending money for loans that would be
made under similar circumstances. For this purpose, the Committee shall
consult with institutional lenders in the area of WorldCorp's principal place
of business. Such portion of the Participant's Accounts which serves as
security for the loan shall not share in the allocation of net income (or
loss) of the Trust except as to the interest on such loan to be agreed to by
the Participant and the Committee.
(6) No distribution of the portion of a Participant's Accounts
shall be made to any Participant (or Beneficiary) unless and until all unpaid
loans attributable to his Accounts (including accrued interest thereon) have
been liquidated; provided, however, that any distribution of such portion of a
Participant's Accounts payable to a Participant (or Beneficiary) may be offset
by any balance due under a Participant loan.
(7) A loan to a Participant shall be in default if he fails to make
any required payment thereunder. In that event, the Committee shall direct
the Trustee take such steps as the Committee deems to be necessary or
appropriate in order to preserve Trust Assets.
Section 14. How Capital Accumulation Will Be Distributed.
(a) The Trustee will make distributions from the Trust only as directed
by the Committee. Distribution of a Participant's Capital Accumulation
invested in the WorldCorp Stock Fund will be made in whole shares of WorldCorp
Stock (with the value of any fractional share paid in cash); provided, that
the Committee may, in its discretion, direct such distributions in cash,
rather than in WorldCorp Stock. In the event the Committee exercises its
discretion to direct any such distributions in cash, the Committee shall
notify the Participant of his right to demand distribution entirely in whole
shares of WorldCorp Stock (with the value of any fractional share paid in
cash).
Distribution of a Participant's Capital Accumulation invested in the
Other Investment Funds will be made in cash; provided, however, that the
Committee shall notify the Participant of his right to demand distribution of
that portion of his Capital Accumulation entirely in whole shares of WorldCorp
Stock (with the value of any fractional share paid in cash). If such a demand
is made by a Participant, the Trustee shall utilize the cash value of that
portion of his Capital Accumulation to acquire shares of WorldCorp Stock (at
the then Fair Market Value for distribution to the Participant).
(b) Distribution of a Participant's Capital Accumulation will be made to
the Participant if living, and if not, to his Beneficiary. In the event of a
Participant's death, his Beneficiary shall be his surviving spouse, or if
none, his estate. A Participant may designate a different Beneficiary (and
contingent Beneficiaries) from time to time by filing a written designation
with the Committee together with a written consent of his spouse, if any,
which consent shall be notarized and shall acknowledge the effect of such
consent. A deceased Participant's entire Capital Accumulation shall be
distributed to his Beneficiary within five years after his death, except to
the extent that distribution has previously commenced in accordance with
Section 12(b)(2) or (c).
(c) WorldCorp shall furnish the recipient of a distribution with the tax
consequences explanation required by Section 402(f) of the Code and shall
comply with the withholding requirements of Section 3405 of the Code and of
any applicable state law with respect to cash distributions from the Trust
(other than any dividend distributions under Section 13(a)). If the Committee
so elects for a Plan Year, distributions to Participants (other than
distributions under Section 12(c)(1) or (2)) may commence less than 30 days
after the notice required under Section 1.411(a)-11(c) of the regulations
under the Code is given; provided that no such distribution to a Participant
shall be made unless (1) the Participant is informed that he has the right for
a period of at least 30 days after receiving the notice to consider whether or
not to consent to a distribution (or a particular distribution option), and
(2) the Participant affirmatively elects to receive a distribution after
receiving the notice.
(d) Shares of WorldCorp Stock held by the Trustee may include such
legend restrictions on transferability as WorldCorp may reasonably require in
order to assure compliance with applicable Federal and state securities laws.
Shares of WorldCorp Stock distributed by the Trustee shall be readily tradable
on an established securities market. No shares of WorldCorp Stock held or
distributed by the Trustee may be subject to a put, call or other option, or
buy-sell or similar arrangement. The provisions of this Section 14(d) shall
continue to be applicable to WorldCorp Stock even if the ESOP ceases to be an
employee stock ownership plan under Section 4975(e)(7) of the Code.
(e) Annuities -
(1) If a Participant elects to receive a distribution of his
Capital Accumulation invested in the Other Investments Funds in the form of an
annuity described in Section 12(c)(1) or (2), distributions of such amounts
will be made in the manner described in this Section 14(e) through the
purchase of an annuity contract from a commercial insurer. If a Participant
is not married on his Benefit Start Date, the balance in his Accounts invested
in the Other Investments Fund normally will be paid in the form of a single
life annuity for his life. If a Participant is married on his Benefit Start
Date, such portion of his Employee Accounts normally will be paid in the form
of a Qualified Joint and Survivor Annuity. If a married Participant dies
before distribution of his Capital Accumulation has commenced, then such
portion of his Accounts will normally be paid in the form of a Qualified
Preretirement Survivor Annuity.
(2) A Participant may make an election to waive receiving the
distribution of the portion of his Accounts referred to in Section 14(e)(1) in
the normal form of benefit. If the Participant is married, however, such
election may be made only if his spouse consents to such election in the
manner described in Section 14(b). Such election must be made during the
Applicable Election Period.
With respect to the waiver of a Qualified Joint and Survivor
Annuity, the Applicable Election Period shall be the 90-day period ending on
the Benefit Start Date. With respect to the waiver of a Qualified
Preretirement Survivor Annuity, the Applicable Election Period shall be the
period which begins on the first of the Plan Year in which the Participant
attains age 35 and ends on the date of the Participant's death; provided,
however, that in the case of a Participant who terminates his Service, his
Applicable Election Period shall commence not later than the date of his
termination of Service.
(3) Within a reasonable period of time prior to his Benefit Start
Date (or, in the case of a waiver of a Qualified Preretirement Survivor
Annuity, within the Applicable Period), and at such other times as the
WorldCorp may deem appropriate, each Participant shall be furnished with a
written explanation of:
(A) the terms and conditions of the Qualified Joint and Survivor
Annuity and the Qualified Preretirement Survivor Annuity;
(B) the Participant's right to make, and the effect of making, an
election to waive receiving his distribution in the normal form of benefit;
(C) the rights of the Participant's spouse; and
(D) the right to make, and the effect of making, a revocation of an
election under Section 14(e)(2).
The Participant (and his spouse, if applicable) or surviving spouse may
make an election to waive receiving the distribution of his Capital
Accumulation in the normal form at any time after the Participant's
termination of Service or death. Such election may be revoked at any time
before distribution is made. An election by a married Participant may be
revoked without the consent of his spouse. Once revoked, an election to waive
receiving distribution in the normal form may be remade, as described in this
Section 14(e)(3), and thereafter revoked, prior to the Participant's Benefit
Start Date.
(4) For purposes of this Section 14(e), the capitalized terms shall
have the following meanings:
Applicable Election Period ................... The period during which a
Participant or his surviving spouse may elect to waive the distribution of the
Participant's Capital Accumulation in the form of a Qualified Joint and
Survivor Annuity or a Qualified Preretirement Survivor Annuity.
Applicable Period ........ The last to end of the following periods: (1)
the period beginning with the first day of the Plan Year in which the
Participant attains age 32 and ending on the close of the Plan Year preceding
the Plan Year in which the Participant attains age 35; (2) a reasonable period
after an Employee becomes a Participant; (3) a reasonable period after Section
401(a)(11) of the Code applies to the Participant; and (4) a reasonable period
in the case of a Participant who terminates Service before attaining age 35.
Benefit Start Date ....... The date upon which payment of a Participant's
Capital Accumulation commences or is made.
Qualified Joint and Survivor Annuity ......... An annuity for the life of a
Participant with a survivor annuity for the life of his spouse which is not
less than 50% and not more than 100% of the annuity payable during the joint
lives of the Participant and his spouse.
Qualified Preretirement Survivor Annuity ......... A survivor annuity for
the life of a Participant's spouse which can be purchased with the balance in
the Participant's Accounts invested in Other Investment Funds.
(f) If a distribution of a Participant's Capital Accumulation occurs
after December 31, 1992, and is not (1) one of a series of annual installments
over a period of ten years (or more), (2) payments for the life or life
expectancy of the Participant (or jointly with his Beneficiary), or (3) the
minimum amount required to be distributed pursuant to the second sentence of
Section 12(d), then the Committee shall notify the Participant (or any spouse
or former spouse who is his alternate payee under a "qualified domestic
relations order" (as defined in Section 414(p) of the Code)) of his right to
elect to have the distribution paid directly to an individual retirement
account or annuity, a qualified defined contribution plan or a qualified
annuity plan. If such a distribution is to be made to the Participant's
surviving spouse, the Committee shall notify the surviving spouse of his right
to elect to have the distribution paid directly to an individual retirement
account or annuity. Any election under this Section 14(f) shall be made and
effected in accordance with such rules and procedures as may be established
from time to time by the Committee in order to comply with Section 401(a)(31)
of the Code.
Section 15. No Assignment of Benefits.
A Participant's interest in his Accounts may not be anticipated, assigned
(either at law or in equity), alienated or subject to attachment, garnishment,
levy, execution or other legal or equitable process, except in accordance with
a "qualified domestic relations order" (as defined in Section 414(p) of the
Code).
Section 16. Administration.
(a) Administrative Committee - The KSOP will be administered by an
Administrative Committee composed of individuals appointed by the Board of
Directors to serve at its pleasure and without compensation. The Trustee and
the members of the Committee shall be the named fiduciaries (as defined in
Section 402(a)(2) of ERISA) with authority to control and manage the operation
and administration of the KSOP. Members of the Committee need not be
Employees or Participants. Any Committee member may resign by giving notice,
in writing, to the Board of Directors. A member of the Committee may also
serve as a Trustee, if so appointed by the Board of Directors. If, at any
time, the composition of the Committee is identical to the Trustee, any
specific instructions otherwise required by the KSOP (or the Trust Agreement)
from the Committee to the Trustee shall not be required.
(b) Committee Action - Committee action will be by vote of a majority of
the members at a meeting or in writing without a meeting. A Committee member
who is a Participant shall not vote on any question relating specifically to
himself unless he is the sole member of the Committee.
The Committee shall choose from its members a Chairman and a Secretary.
The Chairman and the Secretary of the Committee shall be authorized to execute
any certificate or other written direction on behalf of the Committee;
provided, however, that the signature of any one Committee member shall be
sufficient to evidence any action of the Committee. The Secretary shall keep
a record of the Committee's proceedings and of all dates, records and
documents pertaining to the administration of the KSOP.
(c) Powers and Duties of the Committee - The Committee shall have all
powers necessary to enable it to administer the KSOP and the Trust Agreement
in accordance with their provisions, including without limitation the
following:
(1) resolving all questions relating to the eligibility of
Employees to become Participants;
(2) determining the appropriate allocations to Participants'
Accounts pursuant to Section 6;
(3) determining the amount of benefits payable to a Participant (or
Beneficiary), and the time and in which such benefits are to be paid;
(4) authorizing and directing distributions of Trust Assets or
payment of expenses by the Trustee;
(5) establishing procedures in accordance with Section 414(p) of
the Code to determine the qualified status of domestic relations orders and to
administer distributions under such qualified orders;
(6) engaging any administrative, legal, accounting, clerical or
other services that it may deem appropriate;
(7) construing and interpreting the KSOP and the Trust Agreement
and adopting rules for administration of the KSOP that are consistent with the
terms of the KSOP documents and of ERISA and the Code; and
(8) compiling and maintaining all records it determines to be
necessary, appropriate or convenient in connection with the administration of
the KSOP.
The Committee shall perform its duties under the KSOP and the Trust
Agreement solely in the interests of the Participants (and their
Beneficiaries). Any discretion granted to the Committee under any of the
provisions of the KSOP or the Trust Agreement shall be exercised only in
accordance with rules and policies established by the Committee which shall be
applicable on a nondiscriminatory basis. The Committee shall have the full
and exclusive discretion to interpret and administer the KSOP. All actions,
interpretations and decisions of the Committee are conclusive and binding on
all persons, and shall be given the maximum possible deference allowed by law.
(d) Expenses - All expenses of administering the KSOP and Trust shall be
paid by WorldCorp, and payment of such expenses shall not be deemed to be
Company Contributions.
(e) Information to be Submitted to the Committee - To enable the
Committee to perform its functions, WorldCorp shall supply full and timely
information to the Committee on all matters as the Committee may require, and
shall maintain such other records as the Committee may determine are necessary
or appropriate in order to determine the benefits due or which may become due
to Participants (or Beneficiaries) under the KSOP.
(f) Delegation of Fiduciary Responsibility - The Committee from time to
time may allocate to one or more of its members and/or may delegate to any
other persons or organizations any of its rights, powers, duties and
responsibilities with respect to the operation and administration of the KSOP
that are permitted to be so delegated under ERISA. Any such allocation or
delegation shall be made in writing, shall be reviewed periodically by the
Committee and shall be terminable upon such notice as the Committee in its
discretion deems reasonable and proper under the circumstances.
(g) Bonding, Insurance and Indemnity - To the extent required under
Section 412 of ERISA, WorldCorp shall secure fidelity bonding for the
fiduciaries of the KSOP.
WorldCorp (in its discretion) or the Trustee (as directed by the
Committee) may obtain a policy or policies of insurance for the Committee (and
other fiduciaries of the KSOP) to cover liability or loss occurring by reason
of the act or omission of a fiduciary. If such insurance is purchased with
Trust Assets, the policy must permit recourse by the insurer against the
fiduciary in the case of a breach of a fiduciary obligation by such fiduciary.
WorldCorp hereby agrees to indemnify each member of the Committee (to the
extent permitted by law) against any personal liability or expense resulting
from his service as a fiduciary of the KSOP, except such liability or expense
as may result from his own willful misconduct.
(h) Notices, Statements and Reports - WorldCorp shall be the "Plan
Administrator" (as defined in Section 3(16)(A) of ERISA and Section 414(g) of
the Code) for purposes of the reporting and disclosure requirements of ERISA
and the Code. The Committee shall assist the Plan Administrator, as
requested, in complying with such reporting and disclosure requirements. The
Committee shall be the designated agent of the KSOP for the service of legal
process.
Section 17. Claims Procedure.
A Participant (or Beneficiary) who does not receive a distribution of
benefits to which he believes he is entitled may present a claim to the
Committee. The claim for benefits must be in writing and addressed to the
Committee or to WorldCorp. If the claim for benefits is denied, the Committee
shall notify the Participant (or Beneficiary) in writing within 90 days after
the Committee initially received the benefit claim. Any notice of a denial of
benefits shall advise the Participant (or Beneficiary) of the basis for the
denial, any additional material or information necessary for the Participant
(or Beneficiary) to perfect his claim and the steps which the Participant (or
Beneficiary) must take to have his claim for benefits reviewed.
Each Participant (or Beneficiary) whose claim for benefits has been
denied may file a written request for a review of his claim by the Committee.
The request for review must be filed by the Participant (or Beneficiary)
within 60 days after he receives the written notice denying his claim. The
decision of the Committee will be made within 60 days after receipt of a
request for review and shall be communicated in writing to the claimant. Such
written notice shall set forth the basis for the Committee's decision. If
there are special circumstances (such as the need to hold a hearing) which
require an extension of time for completing the review, the Committee's
decision shall be rendered not later than 120 days after receipt of a request
for review.
All decisions and interpretations of the Committee under this Section 17
shall be conclusive and binding upon all persons with an interest in the Plan
and shall be given the greatest deference permitted by law.
Section 18. Limitation on Participants' Rights.
A Participant's Capital Accumulation will be based only on his vested
interest in his Accounts and will be paid only from the Trust Assets.
WorldCorp, the Committee or the Trustee shall not have any duty or liability
to furnish the Trust with any funds, securities or other assets, except as
expressly provided in the KSOP.
The adoption and maintenance of the KSOP shall not be deemed to
constitute a contract of employment or otherwise between an Employer and any
Employee, or to be a consideration for, or an inducement or condition of, any
employment. Nothing contained in the KSOP shall be deemed to give an Employee
the right to be retained in the Service of an Employer or to interfere with
the right of an Employer to discharge, with or without cause, any Employee at
any time.
Section 19. Future of the KSOP.
WorldCorp reserves the right to amend or terminate the KSOP (in whole or
in part) and the Trust Agreement at any time, by action of the Board of
Directors. Neither amendment nor termination of the KSOP shall retroactively
reduce the vested rights of Participants or permit any part of the Trust
Assets to be diverted to or used for any purpose other than for the exclusive
benefit of the Participants (and their Beneficiaries).
WorldCorp specifically reserves the right to amend the KSOP and the Trust
Agreement retroactively in order to satisfy any applicable requirements of the
Code and ERISA.
WorldCorp further reserves the right to terminate the KSOP in the event
of a determination by the Internal Revenue Service (after a timely Application
for Determination is filed by WorldCorp) that the KSOP initially fails to
satisfy the applicable requirements of Sections 401(a) and (k) and 4975(e)(7)
of the Code. In that event, all Trust Assets (other than any Trust Assets
transferred to the KSOP from the 401(k) Plan) shall (upon written direction of
WorldCorp) be returned to WorldCorp (except that all Trust Assets attributable
to Salary Deferral Contributions will be paid to the Participants), the KSOP
and the Trust shall terminate, and the 401(k) Plan shall be reinstated with
respect to the Participants.
If the KSOP is terminated (or partially terminated), participation of
Participants affected by the termination will end. If Company Contributions
are not replaced by contributions to a comparable plan which meets the
requirements of Section 401(a) of the Code, the Accounts of Employees affected
by the termination will become nonforfeitable as of the date of termination.
A complete discontinuance of Company Contributions shall be deemed to be a
termination of the KSOP for this purpose. The Capital Accumulations of those
Participants whose Service terminated prior to the effective date of Plan
termination will continue to be determined pursuant to Section 10(a); and, to
the extent that such Participants are not vested, the nonvested balances in
their Accounts will become Forfeitures to be reallocated as of the effective
date of Plan termination (even if they have not incurred a one-year Break in
Service).
After termination of the KSOP, the Trust will be maintained until the
Capital Accumulations of all Participants have been distributed. Capital
Accumulations may be distributed following termination of the KSOP or
distributions may be deferred as provided in Section 12, as WorldCorp shall
determine. In the event that WorldCorp Stock is sold in connection with the
termination of the KSOP or the amendment of the KSOP to become a qualified
employee plan that is not a stock bonus plan, all Capital Accumulations will
be distributed in cash.
In the event of the merger or consolidation of the KSOP with another
plan, or the transfer of Trust Assets (or liabilities) to another plan, the
Account balances of each Participant immediately after such merger,
consolidation or transfer must be (if the KSOP had then terminated) at least
as great as immediately before such merger, consolidation or transfer (as if
the KSOP had then terminated).
Section 20. "Top-Heavy" Contingency Provisions.
(a) The provisions of this Section 20 are included in the KSOP pursuant
to Section 401(a)(10)(B)(ii) of the Code and shall become applicable only if
the KSOP becomes a "top-heavy plan" under Section 416(g) of the Code for any
Plan Year.
(b) The determination as to whether the KSOP becomes "top-heavy" for any
Plan Year shall be made as of the Allocation Date of the immediately preceding
Plan Year by taking into account the total Account balances under the KSOP.
The KSOP shall be "top-heavy" only if the total of such Account balances of
"key employees" as of the determination date exceeds 60% of the total of such
Account balances of all Participants. For such purpose, Account balances
shall be computed and adjusted pursuant to Section 416(g) of the Code. "Key
employees" shall be certain Participants (who are officers or shareholders)
and Beneficiaries described in Section 416(i)(1) or (5) of the Code.
(c) For any Plan Year in which the KSOP is "top-heavy," each Participant
who is an Employee on the Allocation Date (and who is not a "key employee")
shall receive a minimum allocation of Company Contributions and Forfeitures
which is equal to the lesser of:
(1) 3% of his Statutory Compensation; or
(2) the same percentage of his Statutory Compensation as the
allocation to the "key employee" for whom the percentage is the highest for
that Plan Year.
(d) For any Plan Year in which the Plan is "top-heavy," Statutory
Compensation of each Employee for purposes of the Plan shall not take into
account any amount in excess of $150,000 (as adjusted for increases after 1994
in the cost of living pursuant to Section 401(a)(17) of the Code).
Section 21. Governing Law.
The provisions of the KSOP and the Trust Agreement shall be construed,
administered and enforced in accordance with the laws of the Commonwealth of
Virginia, to the extent such laws are not superseded by ERISA.
Section 22. Execution.
To record this amendment and restatement of the KSOP, WorldCorp and World
Airways, Inc. have caused this document to be executed on this day of
__________, 1994.
WORLDCORP, INC.
By
By
WORLD AIRWAYS, INC.
By
By
WORLDCORP
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
Amendment No. 1 to Amended and Restated Plan
WHEREAS, WorldCorp, Inc. ("Company") maintains the WorldCorp Employee
Savings and Stock Ownership Plan ("Plan") for the benefit of its eligible
Employees;
WHEREAS, the Internal Revenue Service has requested that certain
technical amendments be made to the Plan as a condition for the issuance of a
favorable determination letter relating to the qualified status of the Plan
under the Internal Revenue Code of 1986, as amended, and the regulations
thereunder; and
WHEREAS, it is desirable to amend the Plan to clarify certain other Plan
provisions;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. The definition of "Approved Absence" in Section 2 is restated to
read as follows, effective as of August 5, 1993:
Approved Absence .... A leave of absence granted to an Employee by
his Employer under its established leave
policy, including any unpaid leave covered
under the Family and Medical Leave Act of
1993. See Section 3(c).
2. The following sentence is added to the definition of "Compensation"
in Section 2, effective as of January 1, 1989: The above dollar limits shall
be allocated among such individuals in the ratio that the Compensation of each
such individual bears to the aggregated Compensation of all such individuals.
3. The following two sentences are added to the definition of "Highly
Compensated Employee," effective as of January 1, 1987:
If an Employee is a 5% owner (whether active or former) or one of the ten
most highly compensated Highly Compensated Employees, any Statutory
Compensation paid to, and Discretionary Contributions, Forfeitures, Salary
Deferral Contributions and Matching Contributions made on behalf of his family
members shall be aggregated with his Statutory Compensation, Discretionary
Contributions, Forfeitures, Salary Deferral Contributions and Matching
Contributions for purposes of determining the limitations under Sections 4(a),
4(b) and Section 6(a), and all family members shall be treated as one Highly
Compensated Employee. A "family member" of a Highly Compensated Employee
shall mean his spouse and lineal ascendants and descendants (and spouses of
such ascendants and descendants).
4. The following sentence is added to Section 4(d), effective as of
February 2, 1989:
Company Contributions paid in shares of Company Stock shall be valued
based upon the Fair Market Value on the date the shares are issued to the
Trustee.
5. The last sentence in the third paragraph in Section 5(f) is restated
to read as follows, effective as of January 1, 1993:
Any distribution or transfer of assets under this Section 5(f) shall
occur within 90 days after the 90-day period in which the election may be
made, and any distribution shall be subject to the provisions of Sections
14(c) and (f).
6. The following paragraph is added to Section 7(b), effective as of
February 2, 1989:
The Annual Additions under Section 7(a) with respect to Financed
Shares released from the Loan Suspense Account (by reason of Company
Contributions used for payments on an Acquisition Loan) and allocated to
Participants' Company Contributions Accounts shall be the lesser of (A) the
amount of such Company Contributions (as determined after application of the
preceding paragraph); or (B) the Fair Market Value of WorldCorp Stock as of
the Allocation Date. Annual Additions shall not include any allocation
attributable to any proceeds from the sale of Financed Shares by the Trust or
to appreciation (realized or unrealized) in the Fair Market Value of WorldCorp
Stock.
7. The fourth sentence in Section 8(a) is restated to read as follows,
effective as of January 1, 1996:
Any allocated shares of WorldCorp Stock with respect to which voting
instruction forms are not received from Participants (or Beneficiaries) shall
be voted in the manner determined by the Trustee.
8. The first sentence in the second paragraph of Section 11(b) is
restated to read as follows, effective as of August 5, 1993:
For purposes of determining whether a Break in Service has occurred,
if an Employee begins a maternity/paternity absence described in Section
411(a)(6)(E)(i) of the Code, or effective August 5, 1993, any leave covered
under the Family and Medical Leave Act of 1993, the computation of his Hours
of Service shall include the Hours of Service that would have been credited if
he had not been so absent (or eight Hours of Service for each normal work day
of such absence if the actual Hours of Service cannot be determined).
9. The second sentence in Section 12(a) is restated to read as follows,
effective as of January 1, 1994:
If the value of a Participant's Capital Accumulation at the time a
distribution would otherwise commence under this Section 12 exceeds $3,500, no
part of his Capital Accumulation may be distributed to him before he attains
age 65 without his written consent.
10. The first two sentences in Section 12(b) are restated to read as
follows, effective as of January 1, 1994:
In the event of a Participant's Retirement, Disability or death,
distribution of his Capital Accumulation shall commence prior to the
Allocation Date of the Plan Year following the Plan Year in which his
Retirement, Disability or death occurs. If a Participant's Service terminates
for any other reason, distribution of his Capital Accumulation shall commence
prior to the Allocation Date of the sixth Plan Year following the Plan Year in
which his Service terminates (unless he is reemployed by the Company).
11. Subsection (2) of Section 13(b) is restated to read as follows,
effective as of January 1, 1996:
(2) payment of tuition and related educational fees (including room
and board) for the next 12 months of post-secondary education of the
Participant, his spouse, his children or his dependents (as described in
Section 152 of the Code);
12. The first sentence in subsection (4) of Section 13(c) is restated to
read as follows, effective as of October 18, 1989:
(4) Each loan shall be secured by an assignment of the balance in
the Participant's Accounts equal to the amount borrowed and shall be supported
by the Participant's promissory note for the amount of the loan, including
interest, payable to the order of the Trustee.
To record the adoption of this Amendment No. 1 to the amended and
restated Plan, the Company has caused it to be executed this _____ day of
__________, 1996.
WORLDCORP, INC.
By
By
WORLDCORP
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
Amendment No. 2 to Amended and Restated Plan
WHEREAS, WorldCorp, Inc. ("Company") maintains the WorldCorp Employee
Savings and Stock Ownership Plan ("Plan") for the benefit of its eligible
Employees;
WHEREAS, it is desirable to amend the Plan to clarify that employees are
permitted to roll over amounts received (or to be received) from a prior
employers' tax-qualified retirement plan into the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows, effective as of
February 2, 1989 (except as otherwise noted):
1. The following definition of "Rollover Contribution" is added to
Section 2:
Rollover Contributions ... Payments made to the Trust under Section 4A.
2. The definition of "Salary Deferral Account" in Section 2 is restated
to read as follows:
Salary Deferral Account .. The Account which reflects a Participant's
interest under the KSOP attributable to
Salary Deferral Contributions and Rollover
Contributions. See Sections 4A and 6.
3. The following Section 4A is added to the Plan after Section 4:
Section 4A. Rollover Contributions.
Subject to such terms and conditions as may be established from time
to time by the Committee, an Employee may make a Rollover Contribution to the
Trust by delivering such contribution to the Trustee, together with a written
certification, if requested by, and satisfactory to, the Committee, that the
contribution qualifies as a Rollover Contribution under Section 402(c)(4) or
408(d)(3)(A)(ii) of the Code. As instructed by the Committee, the Trustee may
also permit an amount to be transferred to this Plan on behalf of an Employee
from another plan qualified under Section 401(a) of the Code. Any such amount
shall be treated as a Rollover Contribution.
4. The following sentence is added after the second sentence in the
first paragraph of Section 5(e), effective January 1, 1996 Rollover
Contributions made to the Plan on or after January 1, 1996, shall be invested
only among such funds offered within the Other Investment Funds.
5. The first sentence in the first paragraph of Section 6 is restated
to read as follows:
A Salary Deferral Account shall be maintained to reflect the
interest of each Participant attributable to Salary Deferral Contributions and
Rollover Contributions.
6. The first sentence in the second paragraph of Section 6 is restated
to read as follows:
The Salary Deferral Account maintained for each Participant will be
credited throughout each Plan Year with the Salary Deferral Contributions made
on his behalf and Rollover Contributions (if any).
To record the adoption of this Amendment No. 2 to the amended and
restated Plan, the Company has caused it to be executed this _____ day of
__________, 1996.
WORLDCORP, INC.
By
By
WORLDCORP
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
Amendment No. 3 to Amended and Restated Plan
WHEREAS, WorldCorp, Inc. ("Company") maintains the WorldCorp Employee
Savings and Stock Ownership Plan ("KSOP") for the benefit of its eligible
Employees;
WHEREAS, the Company and World Airways, Inc. ("World Airways") have
determined that World Airways will replace the Company as the "plan sponsor"
(within the meaning of Section 3(16)(B) of ERISA) and as the "plan
administrator" (within the meaning of Section 3(16)(A) of ERISA and Section
414(g) of the Code) of the KSOP, effective as of september 30, 1996;
WHEREAS, the Company and World Airways wish to amend the KSOP to reflect
the replacement of the Company with World Airways;
NOW, THEREFORE, the Plan is hereby amended as follows, effective as of
September 30, 1996:
1. The name of the KSOP shall hereafter be the "World Airways Employee
Savings and Stock Ownership Plan", the name of the trust created under the
KSOP shall hereafter be the "World Airways Employee Savings and Stock
Ownership Trust", and the definitions of "KSOP" and "Trust" in Section 2 of
the KSOP are hereby modified accordingly.
2. All references in the KSOP to "WorldCorp" and to "WorldCorp, Inc."
are replaced with references to "World Airways" and "World Airways, Inc."
respectively.
3. All references in the KSOP to the "WorldCorp Stock Fund" and
"WorldCorp Stock" are replaced with references to "Company Stock Fund" and
"Company Stock" respectively.
4. The definition of "WorldCorp Stock" in Section 2 is restated to read
as follows:
Company Stock.......... Shares of common stock issued by
either World Airways, Inc. or
WorldCorp, Inc., which shares are
"employer securities" under Section
409(l) of the Code.
5. Section 6 is modified by restating the final sentence thereof to
read as follows:
Participants' interests in the Company Stock Fund shall be
maintained in shares (and fractional shares) of Company
Stock; and subaccounts shall be maintained under the Company
Stock Fund to reflect the portion of such Fund invested in
the stock of World Airways, Inc. and the portion invested in
the stock of WorldCorp, Inc.
To record the adoption of this Amendment No. 3 to the amended and
restated Plan, the Company and World Airways have caused it to be executed
this _____ day of __________, 1996.
WORLDCORP, INC.
By
By
WORLD AIRWAYS, INC.
By
By
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
World Airways, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of World Airways, Inc. of our report dated March 18, 1996, relating
to the balance sheets of World Airways, Inc. as of December 31, 1995 and 1994,
and the related statements of operations, changes in common stockholders'
(equity) deficit and cash flows for each of the years in the three-year period
ended December 31, 1995, and the related financial statement schedule, which
report appears in the December 31, 1995 annual report on Form 10-K of World
Airways, Inc., incorporated by reference herein.
KPMG PEAT MARWICK LLP
Washington, D.C.
October 1, 1996
