Aircastle Advisor LLC
c/o Fortress Investment Group LLC
1251 Avenue of the Americas, 16th Floor
New York, New York 10020
May 3, 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 Officer 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
Procedures:
policies 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 Officer 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
Relationship;
contract of employment for any specific period of time,
Termination;
and your employment may be terminated by you or by the
Termination Payments
Company at any time for any reason or no reason
and Vesting:
whatsoever. Notwithstanding the foregoing, you will give
us not less than 30 days notice of your termination of
the employment relationship.
In the event that you are terminated by the Company,
then:
(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 Officer 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 Company or
any of its affiliates under
