Aircastle Advisor LLC
c/o Fortress Investment Group LLC
1251 Avenue of the Americas, 16th Floor
New York, New York 10020
April 29, 2005
Jonathan M. Lang
17 Pequot Drive
Norwalk, Connecticut 06855
Dear Jonathan:
It is with great pleasure that we extend to you an offer to join
Aircastle
Advisor LLC (together with its affiliates, or branch offices
thereof, the
"Company" or "Aircastle") on the terms and conditions set forth
below.
Title:
Chief Technology Officer.
Start Date:
As soon as your current employment is terminated, but in no
event later than May 23, 2005.
Location:
New York, New York, Stamford, Connecticut or another
location specified by the Company.
Compensation:
Your base salary will be paid at the rate of $200,000 per
annum, less statutory deductions, payable in accordance with
the regular payroll practices of Aircastle. In addition, you
are eligible to receive a discretionary annual bonus, but
except as provided below in relation to the Guaranteed 2005
Bonus (as defined below) nothing in this letter agreement
will entitle you to a bonus payment. For the sake of
clarity, you are not entitled to any pro-rata portion of any
discretionary bonus if your employment terminates for any
reason prior to the payment of any such bonus. 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 at Fortress, you must be an active
employee at, and not have given or received notice of
termination prior to, the time of the bonus payment
Aircastle has agreed that you will receive a minimum cash
bonus from the Company in respect of the calendar year 2005
equal to US$120,000 (your "Guaranteed 2005 Bonus"), less
statutory deductions. Your Guaranteed 2005 Bonus will be
paid as soon as practicable after performance results in
respect of 2005 have been determined, but in no event later
than January 31, 2006.
In addition, you shall be awarded a grant (the "Grant") of
restricted stock in
Employment Offer Letter
Jonathan M. Lang
Page 2
Aircastle Investment Limited with a total cost of $150,000,
with a per-share cost determined on the same basis as that
of the Fortress-managed funds that invest in Aircastle. The
Grant shall vest 1/3 on each of the 3rd, 4th and 5th
anniversaries of your Start Date.
If dividends are paid on the class of restricted stock
granted to you, then you would receive dividends on any
unvested shares. The Grant will be made pursuant to a
restricted stock plan and/or agreement prepared by the
Company, which plan and/or agreement will supersede the
provisions of this letter which apply to such restricted
stock.
Benefits:
Effective your first day of employment you (and your
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 made available by the Company to
employees generally, 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.
You shall be entitled to vacation of 20 days per year
(prorated for 2005) in accordance with the Company's
vacation policies applicable to employees, as amended from
time to time.
Policies and
You agree to comply fully with all of the Company's policies
Procedures:
and procedures, 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 Investment Group LLC or any of its
affiliates (collectively, "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 or any of its affiliates, for
cause 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
Employment Offer Letter
Jonathan M. Lang
Page 3
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 ten (10) days of your
receipt of such notice.
Employment
You are an at-will employee. This letter is not a contract
Relationship;
of employment for any specific period of time, and your
Termination;
employment may be terminated by you or by the Company at any
time for any reason or no reason whatsoever. Notwithstanding
the foregoing, you will give us not less than 30 days notice
of your termination of the employment relationship.
Termination
In the event that you are terminated by the Company, then:
Payments and
Vesting:
(i)
if you are terminated without Cause, then
(a)
any restricted stock granted to you that is
due to vest at the next date on which any
restricted stock would vest if you were still
in the employ of Aircastle shall vest on the
date of your termination, but any right or
interest in any other unvested restricted
stock shall be forfeit by you (e.g., if you
are terminated without Cause prior to the
third anniversary of your Start Date, then
1/3 of the Grant shall vest upon your
termination without Cause, but the remaining
2/3 shall not vest and you shall have no
further right or interest in such restricted
stock), and
(b)
if such termination occurs at any time after
your Start Date and prior to the date on
which you have been paid your Guaranteed 2005
Bonus, you shall be paid an amount equal to
your Guaranteed 2005 Bonus, such amount to be
paid within thirty (30) days of such
termination,
in each case, provided you sign a separation
agreement prepared by the Company which
includes a general release of claims (a
"Separation Agreement"), but you will not be
obliged to mitigate your losses in order to
be eligible to receive such vesting or
payment.
(ii) if you are terminated for Cause, you shall forfeit
and have no further right or interest in any
then-unvested restricted stock and
Employment Offer Letter
Jonathan M. Lang
Page 4
no termination payments shall be made by the
Company.
If you resign from the company or if you are terminated
following your death or disability, then the provisions of
clause (ii) above shall apply.
The Company shall be entitled, in connection with its
investment structuring, tax planning, business organization
or other reasons, to terminate your employment in connection
with an invitation from an affiliate of or branch office of
the Company to accept employment with such affiliate or
branch office, in which case the terms and conditions hereof
shall apply to your employment relationship with such
entity, mutatis mutandis, and in each case where the term
"Company" or "Aircastle" is used in this letter agreement it
shall include a reference to such affiliate or branch
office. For the sake of clarity, any termination of your
employment by the Company under circumstances in which you
are not offered employment with an affiliate or branch
office of the Company on the terms and conditions hereof as
described in the preceding sentence shall be a termination
without Cause.
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, 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.
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 Compan
