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Exhibit 10.2
Form of
Hawker Beechcraft,
Inc.
Amended and
Restated
2008 Employee Equity Investment
Plan
1. Purpose . The purpose of
this Hawker Beechcraft, Inc. 2008 Employee Equity Investment Plan
(the “ Plan ”) is to incentivize certain
employees and officers (“ Plan Participants ”)
of Hawker Beechcraft , Inc. (the “ Company ”)
and its direct and indirect majority owned subsidiaries (as defined
in Rule 405 under the Securities Act of 1933, as amended (the
“ Securities Act ”)) to promote the growth and
success of the Company and its affiliates by offering opportunities
to purchase shares of common stock, par value $0.01 per share, of
the Company (“ Common Stock ”). Offers and sales
of Common Stock under the Plan are intended to be exempt from the
registration requirements of Section 5 of the Securities
Act.
2. Administration . The Plan
shall be administered by the Compensation Committee (the “
Committee ”) appointed by the Board of Directors of
the Company (the “ Board ”), provided, however,
in the event that no such Committee is then in existence, the Plan
shall be administered by the Board, and in such event all
references herein to the Committee shall be deemed to reference the
Board. Subject to the express provisions of the Plan, the Committee
shall have the power to select those Plan Participants to whom
Common Stock will be offered. The Committee shall determine the
number of shares of Common Stock to be offered to each Plan
Participant, the price at which such shares shall be sold under the
Plan and all other terms and conditions of
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