[Aircastle Advisors LLC letterhead]
May 2, 2005
Mr. Ron Wainshal
10 Reimer Road
Westport, CT 06880
Dear Ron:
It is with great pleasure that we extend to you an offer to join
Aircastle
Advisor LLC (together with its Affiliates (as defined below) and
their
respective successors and assigns, the "Company" or "Aircastle") on
the terms
and conditions set forth below.
Title:
Chief Executive Officer of Aircastle Advisor LLC.
Aircastle Advisor LLC is a subsidiary of Aircastle
Investment Limited.
You will perform such duties as are required by the
Company from time to time and normally associated
with the Chief Executive Officer position, together
with such additional duties, commensurate with such
position, as may be assigned to you from time to time
by the Company's Board of Directors ("Board"),
consistent, in the case of the overall direction and
strategy of the Company, with the Board's directives
in respect thereof. You will report to the Board, and
not any other officer of the Company; officers of the
Company will report to you. You will have the
authority to cause the employment or appointment of
such employees and agents of the Company as the
proper conduct of operations may require (other than
such officers of the Company as, pursuant to the
Company's Bylaws, are to be appointed by the Board,
as to whom the Board will consult with you and take
into account your recommendations) and to remove or
suspend any such employee or agent who shall have
been employed or appointed under your authority or
under the authority of an officer subordinate to you,
and to suspend for cause, pending final action by the
Board, any officer subordinate to you.
Start Date:
On or about May 19, 2005 (the actual date on which
you commence employment, as shall be mutually agreed
by you and the Company, the "Start Date").
IPO:
The Company acknowledges that it is the Company's
current intent to conduct an initial public offering
of shares of Aircastle Investment Limited within one
year of your Start Date.
Location:
Initially at the US offices of Aircastle, currently
located at 1251 Avenue of the Americas, New York, NY.
The Company shall use reasonable
commercial efforts to relocate the offices of
Aircastle to the Stamford CT area no later than
October 1, 2005.
Base Salary:
Your base salary is $200,000, payable in regular
installments in accordance with the Company's normal
payroll practices. Your base salary will not be
reduced without your consent.
Guaranteed Bonus:
You shall receive in cash additional compensation
from the Company in respect of 2005 in the amount of
at least $400,000 (your "Guaranteed 2005 Bonus"). The
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.
Initial Grant
In connection with your joining the Company, you
shall be awarded a one- time grant (the "Grant") of
shares of restricted stock valued between $2.5
million and $3 million, with the first $2.5 million
to be granted as soon after the start date as is
practicable and any addition amounts to be awarded
pursuant to a determination of the Company's managing
member, in its sole discretion, prior to the earlier
of the end of this year (December 31, 2005) and an
initial public offering of Aircastle Investment
Limited. The number of shares of restricted stock
awarded to you will be calculated on the same basis
(i.e. amount divided by $10 = number of shares,
subject of course to adjustments for any stock splits
(or other similar changes) that occur between the
date hereof and the date of grant) as that used by
Fortress affiliated funds in connection with the
initial capitalization of Aircastle. The Grant shall
vest as follows: (i) 10% of the shares subject to the
Grant on the first anniversary of your Start Date,
(ii) 15% of the shares subject to the Grant on the
second anniversary of your Start Date, (iii) 25% of
the shares subject to the Grant on the third
anniversary of your Start Date; (iv) 25% of the
shares subject to the Grant on the fourth anniversary
of your Start Date and (v) the remaining 25% of the
shares subject to the Grant on the fifth anniversary
of your Start Date. You will receive payment of all
dividends declared on all shares of restricted stock
covered by the Grant, whether or not vested on the
same basis as other holders of shares of common
stock. The Grant will be made pursuant to a
restricted stock agreement in form and substance
customary under such circumstances, including
provisions providing that if the Company terminates
your employment with Cause (as hereinafter defined)
you shall forfeit all unvested shares of stock
subject to the Grant and:
(i)
If the Company (or a successor) terminates
your employment without Cause or you
terminate your employment with Good Reason
at any time prior to the fifth anniversary
of your Start Date, you shall immediately
vest in 50% of the then unvested shares,
and
(ii) You shall be vested in 100% of the shares
subject to the Grant if both (x) a change
of control (to be defined in the Company's
incentive stock award plan) occurs and (y)
either (i) the
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Company (or its successor) terminates your
employment without Cause or (ii) you
terminate your employment with Good Reason,
in each such event, within 12 months of
such change of control.
Annual Discretionary
The Company may in its sole discretion decide to
Incentive Compensation:
grant you additional compensation or an additional
bonus for calendar year 2005 and subsequent years;
however this Letter Agreement does not entitle you to
such a payment (other than, as provided above, the
Guaranteed 2005 Bonus). Notwithstanding the
foregoing, your additional bonuses (if any) shall be
on terms and conditions no less favorable to you than
those applicable to similarly situated employees of
the Company (not including terms and conditions set
forth in employment agreements entered into at the
time of the hiring of an individual) and shall be
paid to you at the same time bonuses are paid to such
other employees, but in no event later than 90 days
following the end of the year following the year in
which such bonus was earned.
The following outlines what we anticipate will be the
Company's approach to incentive compensation, subject
to the foregoing paragraphs, although the Company
will be free to change its incentive compensation
methodology from time to time (so long as any such
change does not result in a material diminution in
the value of the Grant or any other awards granted to
you prior to the effective date thereof): you can
expect that a portion of each year's annual bonus
will be paid in cash (either at the end of the
applicable fiscal year or at the beginning of the
subsequent fiscal), and that the remaining portion of
the bonus will be paid as grant of restricted stock,
with the portion of the bonus to be paid in stock to
increase with levels of compensation. The number of
such shares of restricted stock to be granted will be
calculated by dividing the amount being paid in
shares of restricted stock by the Fair Market Value
of the stock on the date of grant. For purposes of
this Letter Agreement, the term "Fair Market Value"
shall have the meaning set forth in the Company's
incentive stock award plan under which the grant is
made.
Generally, restrictions on such shares of restricted
stock will lapse (i) 10% of the shares subject to the
applicable grant on the first anniversary of the
grant date, (ii) 15% of the shares subject to the
applicable grant on the second anniversary of the
applicable grant, (iii) 25% of the shares subject to
the applicable grant on the third anniversary of the
applicable grant; (iv) 25% of the shares subject to
the applicable grant on the fourth anniversary of the
applicable grant and (v) the remaining 25% of the
shares subject to the applicable grant on the fifth
anniversary of the applicable grant. You would
receive dividends on unvested shares.
Payment of additional compensation or a bonus in any
given fiscal or calendar year does not entitle you to
additional compensation or a bonus in any subsequent
year. You must be employed by the Company (or any
Affiliate of Aircastle for whom you may be employed
on a full-time basis at the time) at the time any
bonus, including the Guaranteed 2005 Bonus, or
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additional compensation is to be paid in order to be
eligible therefore.
In the event that the Company terminates your
employment (other than in the case where you are
offered employment by any Affiliate of or successor
to the Company) without Cause (as defined below) or
you terminate your employment for Good Reason (as
defined below), (i) if such termination occurs prior
to the date on which you have been paid your
Guaranteed 2005 Bonus, the Company shall pay you an
amount equal to the sum of (x) six months of your
base salary at the time of such termination plus (y)
your Guaranteed 2005 Bonus, and (ii) if such
termination occurs thereafter, then the Company shall
pay you an amount equal to the sum of (x) six months
of your base salary at the time of such termination
plus (y) $200,000 (or 50% of your Guaranteed 2005
Bonus"), such amount to be paid within thirty (30)
days of such date of termination, provided you sign a
general release of claims.
A termination of your employment in the event of your
death or disability shall not be deemed a termination
without Cause under this Agreement for any reason,
including the provisions relating to the vesting of
any shares of restricted stock; however,
notwithstanding the foregoing, you shall receive your
Guaranteed 2005 Bonus in the event of a termination
in the event of your death or disability that occurs
prior to the date on which you have been paid your
Guaranteed 2005 Bonus, within 30 days of such
termination.
Co-investment
You agree to invest between $50,000 and $100,000 in
common stock at the same price per share as was paid
by Fortress affiliated funds in connection with the
initial capitalization of Aircastle; such shares
shall not be subject to any vesting restrictions.
Expense Reimbursement:
The Company will reimburse business expenses incurred
in the ordinary course of business. The Company will
pay the cost of legal fees of Morrison Cohen LLP
incurred in connection with representing you in
relation to this Letter Agreement at our request.
Benefits:
You (and your eligible dependents, if any) may at
your election be covered under such health insurance,
employee benefit, savings, pension, profit sharing,
life insurance and disability plans as cover other
senior executives of Aircastle from time to time,
subject to applicable exclusions and limitations. You
are eligible to participate in Aircastle's 401(k)
plan, if any, subject to the terms of the plan. You
are eligible to participate in all other perquisite
and benefit arrangements generally made available by
Aircastle to its senior executives, subject to the
terms of such plans or programs. Each such benefit is
subject to modification, including elimination, from
to time, at Aircastle's sole discretion. You shall be
entitled to vacation of 20 days per year, with a
maximum carry over to a subsequent year of 20 days to
the extent vacation days are unused, in accordance
with Aircastle's vacation policies.
"Cause;" "Good
For purposes of this Letter Agreement, "Cause" means
(i) your commission of
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Reason"
an act of fraud or dishonesty in connection with your
employment; (ii) your indictment, conviction or
entering of a plea of nolo contendere for a crime
constituting a felony; (iii) your gross negligence or
willful misconduct in connection with your employment
that is materially detrimental to Aircastle; (iv)
the habitual use of drugs or habitual, excessive use
of alcohol to the extent that any of such uses in the
Board's good faith determination materially
interferes with the performance of your duties as
Chief Executive Officer of Aircastle; and (v) your
co
