Aircastle Advisor LLC
300 First Stamford Place, 5th Fl.
Stamford, Connecticut 06902
February 24, 2006
Joseph Schreiner
5205 N. Marina Pacifica Drive, Suite 21
Long Beach, CA 90803
Dear Joe:
It is with great pleasure that Aircastle Advisor LLC (the "Company"
or
"Aircastle") agrees, effective on and as of the date hereof, to
assume the
obligations of Fortress Investment Group LLC ("Fortress") under an
employment
letter dated July 15, 2004 (the "Previous Employment Letter"), as
amended and
restated in its entirety on the terms and conditions set forth
below.
Title:
Executive Vice President.
Start Date:
The date your employment under the Previous Employment
Agreement commenced, July 26, 2004.
Location:
Stamford, CT, or a location within fifty miles thereof
specified by the Company.
For so long as you are employed with the Company, you will
be reimbursed, net of taxes, for your travel to Stamford
from your home in the Los Angeles area, in accordance with
the Company's travel policy. We agree to work with you in
good faith to determine whether a cost-effective workspace
for you near your home in the Los Angeles area can be
provided, at the Company's expense.
Compensation:
Your base salary shall be paid at the rate of US$200,000,
less statutory deductions, payable in accordance with the
regular payroll practices of the Company. In addition, you
are eligible to receive a discretionary annual bonus, but
nothing in this letter agreement will entitle you to a bonus
payment. Payment of a discretionary bonus in any given
fiscal or calendar year does not entitle you to additional
compensation or any such bonus in any subsequent year. In
order to be eligible for any bonus while employed by the
Company, you must be an active employee at, and not have
given or received notice of termination prior to, the time
of the bonus payment.
Benefits:
You (and your spouse, registered domestic partner and/or
eligible dependents, if any) may at your election be covered
under such health insurance plan as covers the Company's
employees, subject to applicable exclusions and limitations.
You are eligible to participate in all other perquisite and
benefit arrangements generally made available by the Company
to employees, subject to the terms of such plans or
programs. Each such benefit is subject to modification,
including elimination, from to time, at the Company's sole
discretion.
Vacation:
20 days per year in accordance with the Company's vacation
policy applicable to employees, as amended from time to
time. Upon any termination or resignation
Employment Offer Letter
Joseph Schreiner
Page 2
(other than termination for Cause) the Company will provide
payment for unused vacation days accrued during the year in
which such termination or resignation occurs.
Policies and
You agree to comply fully with all of the Company's policies
Procedures:
and procedures applicable to employees, as amended from time
to time, copies of which shall be provided to you or made
available to you by electronic means.
"Cause":
For purposes of this letter agreement, "Cause" means (i)
your commission of an act of fraud or dishonesty in the
course of your employment; (ii) your indictment or entering
of a plea of nolo contendere for a crime constituting a
felony or in respect of any act of fraud or dishonesty;
(iii) your commission of an act which would make you (or the
Company, or Fortress or any of their respective affiliates
(collectively, the "Aircastle Group")) subject to being
enjoined, suspended, barred or otherwise disciplined for
violation of federal or state securities laws, rules or
regulations, including a statutory disqualification; (iv)
your gross negligence or willful misconduct in connection
with your employment by the Company; (v) your commission or
omission of any act that would result in or might reasonably
be a substantial factor resulting in the termination of any
member of the Aircastle Group under any of material
management, advisory or similar agreements; (vi) your
willful failure to comply with any material policies or
procedures of the Company as in effect from time to time
provided that you shall have been delivered a copy of such
policies or notice that they have been posted on a Company
website prior to such compliance failure, and or (vii) your
commission of any material breach of any of the provisions
or covenants set forth herein, provided, however, that
discharge pursuant to this clause (vii) shall not constitute
discharge for "Cause" unless you shall have received written
notice from the Company stating the nature of such breach
and affording you an opportunity to correct the act(s) or
omission(s) complained of within 20 days of your receipt of
such notice.
"Good Reason":
Your resignation from the Company within 30 days following
notice from the Board of Directors or Chief Executive
Officer of the Company requiring you to report primarily to
a person other than the Chief Executive Officer, the
President or a Director of the Company.
Employment
You are an at-will employee. This letter agreement is not a
Relationship;
contract of employment for any specific period of time, and
Termination
your employment may be terminated by you or by the Company
at any time for any reason or no reason whatsoever.
Notwithstanding the foregoing, (1) the Company agrees to
provide you with at least 90 days advance written notice of
your termination without Cause (or, at the option of the
Company, payment in lieu of working during all or part of
such notice period) and (2) you agree to provide the Company
with at least 30 days advance written notice of your
termination (or, at the option of the Company, payment in
lieu of working during all or part of such notice period).
If your employment with the Company terminates for any
reason or for no reason, you hereby agree that you shall
immediately resign from all positions (including,
Employment Offer Letter
Joseph Schreiner
Page 3
without limitation, any management, officer or director
position) that you hold on the date of such termination with
the Company, or any of the their respective affiliates, or
with any entity in which the Company or any of its
affiliates has made any investment. You hereby agree to
execute and deliver such documentation reasonably required
by the Company as may be necessary or appropriate to enable
the Company, any of the Company's affiliates or any entity
in which the Company or any of its affiliates has made an
investment to effectuate such resignation, and in any case,
your execution of this letter agreement shall be deemed the
grant by you to the officers of the Company of a limited
power of attorney to sign in your name and on your behalf
such documentation solely for the limited purposes of
effectuating such resignation as a corporate matter (and not
for any other purpose).
Set-Off; Etc:
You hereby acknowledge and agree, without limiting the
rights of the Company otherwise available at law or in
equity, that, to the extent permitted by law, any or all
amounts or other consideration payable to you hereunder or
any other agreement with the Company (including any of its
affiliates), may be set-off against any or all amounts or
other consideration payable by you to the Company under this
letter agreement or to the Company or any of its affiliates
under any other agreement between you and the Company or any
of its affiliates, including, without limitation, any
obligation resulting from your breach of the terms hereof.
Your
You represent that:
Representations:
(i)
you are free to be employed hereunder without any
contractual restrictions, express or implied,
with respect to any of your prior employer(s).
(ii)
you have not taken or otherwise misappropriated
and you do not have in your possession or control
any confidential or proprietary information
belonging to any of your prior employer(s) or
connected with or derived from your services to
prior employer(s), and you have returned to all
prior employers any and all such confidential or
proprietary information.
(iii) the Company and the Aircastle Group have informed
you that you are not to use or cause the use of
such confidential or proprietary information in
any manner
