WORLD AIR HOLDINGS, INC.
EX-10.28 EMPLOYMENT AGREEMENT - KENNETH M. FRALICK
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>2
<FILENAME>g92550exv10w28.txt
<DESCRIPTION>EX-10.28 EMPLOYMENT AGREEMENT - KENNETH M. FRALICK
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.28

                              EMPLOYMENT AGREEMENT

      This Employment Agreement between World Airways, Inc., a Delaware
corporation ("World" or the "Company") and KENNETH M. FRALICK ("Fralick") is
entered into this 3RD day of JANUARY 2003.

      WHEREAS, Fralick is currently serving as World's Vice-President for Cargo
Sales.

      WHEREAS, the parties wish to modify and memorialize the terms and
conditions of Fralick's employment.

      NOW, THEREFORE, World and Fralick, in consideration of the foregoing and
other mutual covenants and promises contained herein, the sufficiency of which
are hereby acknowledged, agree as follows:

      1.    ACCEPTANCE OF EMPLOYMENT. Subject to the terms and conditions set
forth below, World agrees to employ Fralick and Fralick accepts such employment.

      2.    TERM. The period of employment shall be from FEBRUARY 1, 2003,
through JANUARY 31, 2006, unless further extended or sooner terminated as
hereinafter set forth.

      3.    POSITION AND DUTIES. Fralick shall continue to serve as Vice
President for Cargo Sales. Mr. Fralick also agrees to work full time out of the
Peachtree City, Georgia headquarters effective FEBRUARY 1, 2003. Fralick agrees
to render his services to the best of his abilities and will comply with all
policies, rules and regulations of the company and will advance and promote to
the best of his ability the business and welfare of the Company. Fralick shall
devote all of his working time, attention, knowledge and skills solely to the
business and interests of World. Fralick may not accept any other engagement
with or without compensation, which would affect his ability to devote all of
his working time and attention to the business and affairs of World without the
prior written approval of the Executive Vice President or such other supervisor
as may be assigned from time to time. Fralick agrees to accept assignments on
behalf of World or affiliated companies commensurate with his responsibilities
hereunder, except that the terms and conditions of assignments exceeding 60
consecutive days outside the Atlanta, Georgia metropolitan area will

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require mutual agreement.

      4.    COMPENSATION AND RELATED MATTERS.

            (a)   BASE SALARY. For the period from FEBRUARY 1, 2003 through
JANUARY 31, 2006, Fralick shall receive a minimum salary $150,000 per annum,
payable in accordance with the payroll procedures for World's salaried employees
in effect during the term of this Agreement. Fralick agrees to participate
equally, on a percentage basis, in any across the board salary reductions
approved by senior management. For the sake of clarity, because Mr. Fralick is
continuing his employment with the Company but not currently located in the
Atlanta metropolitan area, he is eligible for a relocation allowance of $25,000
minus applicable taxes payable on February 1, 2003.

            (b)   PERFORMANCE STOCK OPTIONS. Fralick already has been granted
125,000 options to purchase World's Common Stock, par value $.001 per share
("World Airways Common Stock") pursuant to the 1995 World Airways Stock Option
Plan (the "Plan") as set forth in the Stock Option Agreements between World and
Fralick dated May 31, 1995, and March 29 and October 30, 2000 (together, the
"Options" and the "Option Agreement").

            (c)   BUSINESS EXPENSES. Fralick will be entitled to reimbursement
of reasonable business-related expenses from time to time consistent with
World's policies.

            (d)   FRINGE BENEFITS. Fralick also will be entitled to participate
in all employee benefit plans made available to vice presidents from time to
time, in accordance with the terms of such plans.

            (e)   PERSONNEL POLICIES, CONDITIONS AND BENEFITS. Except as
otherwise provided herein, Fralick's employment shall be subject to the
personnel policies and benefits plans which apply generally to World's employees
as the same may be interpreted, adopted, revised or deleted from time to time,
during the term of this current Agreement. While this Agreement is in effect,
Fralick shall receive 20 days of vacation per year, in addition to sick

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leave, holidays, and such other leave as World may provide. All such vacation
and leave shall be taken in accordance with the Company's procedures.

      5.    TERMINATION OF EMPLOYMENT.

            (a)   DEATH. Fralick's employment hereunder shall terminate upon his
death, in which event World shall have no further obligation to Fralick or his
estate with respect to compensation, other than the disposition of life
insurance and related benefits and accrued and unpaid base salary and incentive
compensation, if any, for periods prior to the date of termination pursuant to
the terms of the respective employee benefits and incentive compensation plans
then in effect.

            (b)   BY WORLD FOR DISABILITY. If Fralick is unable, or fails, to
perform services pursuant to this agreement through illness or physical or
mental disability and such failure or disability shall exist for six (6)
consecutive months, then World may terminate this Agreement upon written notice
to Fralick, in which event World shall have no obligation to Fralick with
respect to compensation under Section 4(a) of this Agreement. If Fralick becomes
entitled to Social Security benefits payable on account of disability, he will
be deemed conclusively to be disabled for purposes of this Agreement.

            (c)   BY WORLD FOR CAUSE. The Executive Vice President or such other
superior as may be assigned from time to time may terminate this Agreement for
Cause. "Cause" shall be defined as (A) sustained performance deficiencies which
are communicated to Fralick in written performance appraisals and/or other
written communications (including, but not limited to memos and/or letters) by
the Executive Vice President or such other superior as may be assigned from time
to time, (B) gross misconduct, including significant acts or omissions
constituting dishonesty, intentional wrongdoing or malfeasance, whether or not
relating to the business of World, or (C) commission of a felony or any crime
involving fraud or dishonesty, or (D) a material breach of this Agreement.

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            (d)   BY WORLD FOR OTHER THAN CAUSE. In the event the Executive Vice
President or such other superior as may be assigned from time to time terminates
this Agreement for reasons other than Cause or Disability as defined in
sub-paragraph (c) above, World will pay to Fralick within ten (10) days of
notice of termination (or, in the case of incentive bonus compensation, if any,
within ten (10) days of determination of amounts payable under the applicable
bonus plan) NINE (9) month's base salary, in each case including deferred salary
and/or bonus compensation, if any, payable under this Agreement. In addition,
all granted but unvested Options under the Option Agreements shall become
immediately exercisable for one (1) year from his termination date.

            (e)   BY FRALICK FOR OTHER THAN GOOD REASON. Notwithstanding the
above, Fralick may, upon no less than 30 days notice, terminate this Agreement
without further obligation on the part of Fralick or World.

            (f)   NOTICE OF TERMINATION. Termination of this Agreement by World
prior to its expiration or termination of this Agreement by Fralick prior to its
expiration shall be communicated by written notice to the other party hereto,
specifically indicating the termination provision relied upon.

            (g)   COMPANY PROPERTY. At the termination of Fralick's employment,
whether voluntary or involuntary, Fralick shall return all company property,
including without limitation all electronic and paper files and documents and
all copies thereof.

      6.    CONFIDENTIALITY. (a) Fralick recognizes and acknowledges that he
will acquire during his employment with World information that is confidential
to World and that represents valuable, special and unique assets of World
("Confidential Information"). Such Confidential Information (whether or not
reduced to tangible form) includes, but is not limited to: trade secrets;
financing documents and information; financial data; new product information;
copyrights; information relating to schedules and locations; cost and pricing
information; performance features; business and marketing plans or strategies;
business dealings and arrangements; business objectives; customer

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information; sales information; acquisition, merger or business development
plans or strategies; research and development projects; legal documents and
information; personnel information; and any and all other information concerning
World's business and business practices that is not generally known or made
available to the public or to World's competitors or is not readily
ascertainable by other means, which, if misused or disclosed, could adversely
affect the business of World. Fralick agrees that he will not, during employment
with World and for a period of two (2) years following termination of employment
for any reason, whether voluntary or involuntary, with or without Cause,
directly or indirectly:

      (i)   disclose any Confidential Information to any person, company or
            other entity (other than authorized persons employed by or
            affiliated with World who, in the interest of World, have a business
            need to know such information), or

      (ii)  use any Confidential Information in any way, except as required by
            his duties to World or by law, unless he obtains World's prior
            written approval of such disclosure or use. World's rights under
            this Section shall be cumulative to, and shall not limit, World's
            rights under the Georgia Uniform Trade Secrets Act or any other
            state or federal trade secret or unfair competition statute or law.
            The parties hereto stipulate that as between them, the foregoing
            matters are important, material, and confidential and gravely affect
            the successful conduct of the business of World, and World's good
            will, and that any breach of the terms of this paragraph shall be a
            material breach of this Agreement.

      (b)   References in this Section 6 to "World" include World Airways, Inc.
            and any and all of its current or future parents, subsidiaries,
            affiliated companies, and divisions.

      7.    BENEFICIARY. The Beneficiary of any payment due and payable at the
time of Fralick's death, or otherwise due upon his death, shall be such person
or persons, as Fralick shall designate in writing to World. If no such
beneficiary shall survive Fralick, any such payments shall

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be made to his estate.

      8.    INTELLECTUAL PROPERTY. (a) Any improvements, new techniques,
processes, inventions, works, discoveries, products or copyrightable or
patentable materials made or conceived by Fralick, either solely or jointly with
other person(s), (1) during Fralick's period of employment by World, during
working hours; (2) during the period after termination of his employment during
which he is retained by World as a consultant; or (3) with use of World's
intellectual property or Confidential Information, shall be the sole and
exclusive property of World without royalty or other consideration to Fralick.

            (b)   Fralick agrees to inform World promptly and in full of such
intellectual property by a full written report setting forth in detail the
procedures used and the results achieved.

            (c)   Fralick shall at World's request and expense execute any and
all applications, assignments, or other instruments which World shall deem
necessary to apply for, register, and/or obtain copyrights or Letters Patent of
the United States or of any foreign country, or to otherwise protect World's
interests in such intellectual property.

            (d)   Fralick shall assign and does hereby assign to World all
interests and rights, including but not limited to copyrights, in any such
intellectual property.

      9.    NO WAIVER. The failure of either party at any time to enforce any
provisions of this Agreement or to exercise any remedy, option, right, power or
privilege provided for herein, or to require the performance by the other party
of any of the provisions hereof, shall in no way be deemed a waiver of such
provision at the same or at any prior or subsequent time.

      10.   GOVERNING LAW. All questions concerning the construction, validity,
application and interpretation of this Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia without giving
effect to any choice of law or conflict of law provision or rule (whether of
Georgia or any other jurisdiction) that would cause the application of the law
of any jurisdiction other than Georgia. Fralick agrees to submit to personal
jurisdiction in the State of

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Georgia.

      11.   VALIDITY. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not be deemed to affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.

      12.   SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon World, its successors and assigns, including any corporation or
other business entity which may acquire all or substantially all of World's
assets or business, or within which World may be consolidated or merged, or any
surviving corporation in a merger involving World.

      13.   WAIVER OF MODIFICATION OF AGREEMENT. No waiver or modification of
this Agreement shall be valid unless in writing and duly executed by both
parties.

      14.   COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which together will constitute one and the same
instrument.

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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.

                                        WORLD AIRWAYS, INC.

                                        By:
                                            ______________________________
                                            Randy J. Martinez
                                            Executive Vice President of
                                            Marketing and Administration

                                            ______________________________
                                            Kenneth M. Fralick

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