Exhibit 10.4
EXECUTION COPY
JOINDER
AGREEMENT
TO THE AMENDED AND RESTATED
SHAREHOLDERS AGREEMENT
OF
HAWKER BEECHCRAFT,
INC.
This Joinder Agreement (the “
Joinder Agreement ”) dated as of this
day of
, to the
Shareholders Agreement (as defined below) is by and between
(the “ Employee
”) and Hawker Beechcraft, Inc., a Delaware corporation (the
“ Company ”).
RECITALS
WHEREAS, pursuant to that certain Subscription Agreement
between the Employee and the Company dated as of
,
(the “ Stock Purchase Agreement ”), the Employee
has agreed to purchase
shares of common stock of the Company, par value $.01 per share
(the “ Common Stock ”);
WHEREAS, in connection with the Employee’s initial
purchase of shares of Common Stock pursuant to the Subscription
Agreement, the Company deems it reasonably necessary and desirable
for the Employee to execute and deliver to the Company an agreement
pursuant to which the Employee agrees to be bound by the terms of
the Amended and Restated Shareholders Agreement, dated May 3,
2007 (the “ Shareholders Agreement ”) by and
among the Company, GSCP, Onex and the Management Shareholders, and
the Employee shall thereafter be deemed to be a Management
Shareholder for purposes of the Shareholders Agreement.
NOW, THEREFORE,
in consideration of the foregoing,
and of the representations, warranties, covenants and agreements
contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
Section 1. Party to the
Agreement . The parties hereto agree that the Employee is
hereby made a party to the Shareholders Agreement as a Management
Shareholder and the Employee hereby agrees to become a
