WORLD AIRWAYS INC /DE/
RESTRICTED STOCK PLAN
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<TYPE>EX-10.17
<SEQUENCE>15
<FILENAME>dex1017.txt
<DESCRIPTION>RESTRICTED STOCK PLAN
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                                  Exhibit 10.17









                               WORLD AIRWAYS, INC.

                              RESTRICTED STOCK PLAN

                          FOR ADMINISTRATIVE EMPLOYEES

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                               WORLD AIRWAYS, INC.
                              RESTRICTED STOCK PLAN
                          FOR ADMINISTRATIVE EMPLOYEES

                                Table of Contents

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                                                                            Page
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I.       Purpose of Plan ..............................................     1

II.      Definitions ..................................................     1

III.     Effective date and Duration ..................................     2

IV.      Administration ...............................................     2

V.       Eligibility ..................................................     3

VI.      Grant of Awards ..............................................     3

VII.     Amendment, Suspension or Termination of Plan .................     5

VIII.    Miscellaneous Provisions .....................................     6
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                               WORLD AIRWAYS, INC.
                              RESTRICTED STOCK PLAN
                          FOR ADMINISTRATIVE EMPLOYEES

                           Article I - Purpose of Plan

       1.1        Purpose of Plan. The purpose of this Plan is to keep personnel
                  of experience and ability in the employ of World Airways, Inc.
                  and to compensate them under the Employee Salary Exchange
                  Program for their contributions to the growth and profits of
                  World Airways, Inc. and thereby induce them to continue to
                  make such contributions in the future.

                            Article II - Definitions

       2.1        Award shall mean an award of any Restricted Stock authorized
                  by and granted under this Plan.

       2.2        Award Agreement shall mean any writing setting forth the terms
                  of an Award that has been authorized by the Committee.

       2.3        Award Date shall mean the date upon which the Committee took
                  the action granting an Award or such later date as the
                  Committee designates as the Award Date at the time of the
                  Award.

       2.4        Board shall mean the Board of Directors of the Company.

       2.5        Cause shall mean that the Participant is determined by the
                  Board to have committed an act of embezzlement, fraud,
                  dishonesty or breach of fiduciary duty to the Company, or to
                  have deliberately disregarded the rules of the Company which
                  resulted in loss, damage or injury to the Company, or because
                  the Participant has made any unauthorized disclosure of any of
                  the secrets or confidential information of the Company, has
                  induced any client or customer of the Company to break any
                  contract with the Company, has induced any principal for whom
                  the Company acts as agent to terminate the agency relationship
                  or has engaged in any conduct that constitutes unfair
                  competition with the Company.

       2.6        Code shall mean the Internal Revenue Code of 1986, as amended
                  from time to time.

       2.7        Committee shall mean the committee charged with administration
                  of the Plan, and shall consist of ____________________________
                  _________________.

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         2.8      Common Stock shall mean the common stock of the Company,
                  $0.001 par value per share, and such other securities or
                  property as may become the subject of Awards.

         2.9      Company shall mean World Airways, Inc.

         2.10     Participant shall mean an employee who has been granted an
                  Award under this Plan.

         2.11     Plan shall mean this World Airways, Inc. Restricted Stock Plan
                  for Administrative Employees.

         2.12     Restricted Stock shall mean the Common Stock awarded to a
                  Participant subject to payment of such consideration, if any,
                  and such conditions on vesting and such transfer and other
                  restrictions as are established in or pursuant to this Plan,
                  for so long as such shares remain unvested under the terms of
                  the applicable Award Agreement and Section 6.4.

         2.13     Retirement shall mean retirement from active service as an
                  employee or officer of the Company on or after attaining age
                  65.

         2.14     Termination shall mean resignation or discharge from
                  employment with the Company, except in the event of death,
                  involuntary termination of employment by the Company without
                  Cause, Retirement or Disability.

         2.15     Total Disability shall mean a "permanent and total disability"
                  within the meaning of Section 22(e) (3) of the Code and such
                  other disabilities, infirmities, afflictions or conditions as
                  the Committee by rule may include.

                    Article III - Effective Date and Duration

         3.1      Effective Date. Except as provided to the contrary herein,
                  this Plan shall be effective as of _______________, 1999.


         3.2      Termination. This Plan shall be terminated as of
                  _________________ or otherwise as provided in Article VII, but
                  shall continue in effect until all matters relating to the
                  payment of Awards and the administration of the Plan have been
                  settled.

                           Article IV - Administration


         4.1      Administration. This Plan shall be administered by the
                  Committee. All questions of interpretation and application of
                  this Plan, or of the terms and

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                  conditions pursuant to which Awards are granted or forfeited
                  or pursuant to which amounts are paid under the provisions
                  hereof, shall be subject to the determination of the
                  Committee. Such determination shall be final and binding upon
                  all parties affected thereby. A majority vote of the members
                  of the Committee shall be required for all of its actions.

                             Article V - Eligibility

       5.1        Eligible Employees. Any employee of the Company classified as
                  an administrative employee shall be eligible to receive an
                  allocation of Restricted Stock pursuant to the Plan.

       5.2        Selection By The Committee. From the employees eligible to
                  receive allocations pursuant to the Plan, the Committee may,
                  from time to time, select those employees to whom it
                  recommends that the Board make allocations. Such
                  recommendations shall include a recommendation as to the
                  number of shares of Restricted Stock that should be allocated
                  to each such individual. In selecting those employees whom it
                  wishes to recommend for allocations and in determining the
                  number of shares of Restricted Stock it wishes to recommend,
                  the Committee shall consider the Company's Employee Salary
                  Exchange Program and such other factors as the Committee deems
                  pertinent.

       5.3        Review by Board of Committee's Recommendations. As promptly as
                  practicable after the Committee recommends making allocations
                  pursuant to Section 5.2, the Board will review the Committee's
                  recommendations and, in the Board's discretion, allocate to
                  the eligible employees that the Board selects from those
                  employees recommended by the Committee a number of shares of
                  Restricted Stock not in excess of the number recommended for
                  each employee by the Committee.

       5.4        Limit On Number of Allocable Shares. The total number of
                  shares of Restricted Stock which may be allocated pursuant to
                  this Plan will not exceed the amount available in the
                  Restricted Stock reserve.

                          Article VI - Grant of Awards

       6.1        Shares Available for Awards. The Company will establish a
                  Restricted Stock reserve to which will be credited __________
                  shares of Common Stock. Should the shares of the Common Stock,
                  due to a stock split or stock dividend or combination of
                  shares or any other change, or exchange for other securities
                  by reclassification, reorganization, merger, consolidation,
                  recapitalization or

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                  otherwise, be increased or decreased or changed into, or
                  exchanged for, a different number or kind of shares of stock
                  or other securities of the Company or of another corporation,
                  the number of shares then remaining in the Restricted Stock
                  reserve shall be appropriately adjusted to reflect such
                  action. If any such adjustment results in a fractional share,
                  the fraction shall be disregarded.

       6.2        Grant of Awards. The Committee may, in its discretion, grant
                  one or more Restricted Stock Awards to any eligible employee.
                  Each Restricted Stock Award Agreement shall specify the number
                  of shares to be issued, the date of such issuance, the
                  consideration for such shares (but not less than the minimum
                  lawful consideration) to be paid, if any, by the Participant
                  and the restrictions imposed on such shares and the conditions
                  of release or lapse of such restrictions. Such restrictions
                  shall not lapse earlier than January ____, 2001, except to the
                  extent the Committee may otherwise provide. Stock certificates
                  evidencing shares of Restricted Stock pending the lapse of the
                  restrictions shall bear a legend making appropriate reference
                  to the restrictions imposed hereunder and shall be held by the
                  Company or by a third party designated by the Committee until
                  the restrictions on such shares shall have lapsed and the
                  shares shall have vested in accordance with the provisions of
                  the Award and Section 6.4. Upon issuance of the Restricted
                  Stock Award, the Participant may be required to provide such
                  further assurance and documents as the Committee may require
                  to enforce the restrictions.

       6.3        Restrictions. Except as provided in Section 6.2, restricted
                  shares comprising any Restricted Stock Award may not be sold,
                  assigned, transferred, pledged or otherwise disposed of or
                  encumbered either voluntarily or involuntarily, until such
                  shares have vested.

       6.4        Vesting. The Restricted Stock awarded pursuant to Section 6.1
                  shall become vested only as follows:

                  (a)   The Restricted Stock shall become vested on January
                        ____, 2001.

                  (b)   Except as otherwise provided, the Committee may in its
                        discretion accelerate the time at which the Restricted
                        Stock shall become vested.

                  (c)   Notwithstanding the preceding, all Restricted Stock
                        which is awarded to a Participant under Section 6.2
                        shall become vested upon a Participant's Retirement,
                        Disability, death or involuntary termination by the
                        Company without Cause.

       6.5        Privileges of Stock Ownership. Except as otherwise expressly
                  authorized by the Committee or this Plan, a Participant shall
                  not be entitled to any privilege of stock ownership as to any
                  shares of Restricted Stock not actually delivered to

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                  and held of record by him or her. No adjustment will be made
                  for dividends or other rights as a shareholder for which a
                  record date is prior to such date of delivery.

       6.6        Cash Payments. If the Participant shall have paid or received
                  cash (including any dividends) in connection with the
                  Restricted Stock Award, the Award Agreement shall specify
                  whether and to what extent such cash shall be returned (with
                  or without an earnings factor) as to any restricted shares
                  which cease to be eligible for vesting.

       6.7        Termination of Employment. In the event of a Participant's
                  Termination occurring prior to the date on which any shares of
                  Restricted Stock become vested under Section 6.4, any such
                  unvested shares of Restricted Stock shall be immediately
                  forfeited by the Participant.

       6.8        Return to the Company. Unless the Committee otherwise
                  expressly provides, shares of Restricted Stock that are
                  subject to restrictions at the time of a Participant's
                  Termination or are subject to other conditions to vesting that
                  have not been satisfied by the time specified in the
                  applicable Award Agreement and in Section 6.4 shall not vest
                  and shall be returned to the Company in such manner and on
                  such terms as the Committee shall therein provide.

                       Article VII - Amendment, Suspension
                             or Termination of Plan

       7.1        Board Authorization. The Board may, at any time, terminate or,
                  from time to time, amend, modify or suspend this Plan, in
                  whole or in part. No Awards may be granted during any
                  suspension of this Plan or after termination of this Plan, but
                  the Committee shall retain jurisdiction as to Awards then
                  outstanding in accordance with the terms of this Plan. Any
                  suspension will not affect the expiration of the Plan set
                  forth in Section 3.2.

       7.2        Amendments to Awards. Without limiting any other express
                  authority of the Committee under but subject to the express
                  limits of this Plan, the Committee by agreement or resolution
                  may waive conditions of or limitations on Awards that the
                  Committee in the prior exercise of its discretion has imposed,
                  without the consent of the Participant, and may make other
                  changes to the terms and conditions of Awards that do not
                  affect in any manner materially adverse to the Participant his
                  or her rights and benefits under an Award.

       7.3        Limitations on Amendments to Plan and Awards. No amendment,
                  suspension or termination of the Plan or change of or
                  affecting any outstanding Award shall, without written consent
                  of the Participant, affect in any manner materially adverse to
                  the Participant any rights or benefits of the Participant or

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                  obligations of the Company under any Award granted under this
                  Plan prior to the effective date of such change. Changes
                  contemplated by Section 7.2 shall not be deemed to constitute
                  changes or amendments for purposes of this Section 7.3.

                     Article VIII - Miscellaneous Provisions

       8.1        No Employment Right. Neither this Plan nor any action taken
                  hereunder shall be construed as giving any right to any
                  individual to be retained as an employee of the Company.

       8.2        Tax Withholding. Upon the vesting of any Award, the Company
                  shall have the right at its option to (i) require the
                  Participant to pay or provide for payment of the amount of any
                  federal, state, local or employment taxes which the Company
                  may be required to withhold with respect to such transaction
                  or (ii) deduct from any amount payable in cash, including
                  wages, the amount of any such taxes which the Company may be
                  required to withhold with respect to such cash amount.


       8.3        Compliance with Laws. This Plan, the granting and vesting of
                  Awards under this Plan and the offer, issuance and delivery of
                  Shares and/or the payment of money under this Plan or under
                  Awards granted hereunder are subject to compliance with all,
                  applicable federal and state laws, rules and regulations
                  (including, but not limited to, state and federal securities
                  laws and federal margin requirements) and to such approvals by
                  any listing, regulatory or governmental authority as may, in
                  the opinion of counsel for the Company, be necessary or
                  advisable in connection therewith. Any securities delivered
                  under this Plan shall be subject to such restrictions, and the
                  person acquiring such securities shall, if requested by the
                  Company, provide such assurances and representations to the
                  Company as the Company may deem necessary or desirable to
                  assure compliance with all applicable legal requirements.

       8.4        Governing Law. This Plan, the Awards, all documents evidencing
                  Awards and all other related documents shall be governed by,
                  and construed in accordance with the laws of the Commonwealth
                  of Virginia applicable to contracts made and performed within
                  such Commonwealth, except as such laws may be supplanted by
                  the laws of the United States of America, which laws shall
                  then govern its effect and its construction to the extent they
                  supplant Virginia law.

       8.5        Severability. If any provision shall be held by a court of
                  competent jurisdiction to be invalid and unenforceable, the
                  remaining provisions of this Plan shall continue in effect.

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     8.6          Non-Exclusivity of Plan. Nothing in this Plan shall limit or
                  be deemed to limit the authority of the Board or the Committee
                  to grant Awards or authorize any other compensation, with or
                  without reference to the Common Stock under any other plan or
                  authority.

     EXECUTED this _____ day of __________________, 1999.



                                             WORLD AIRWAYS, INC.


                                        By:
                                        ________________________________________



                                        Title:
                                        ________________________________________

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