[Aircastle Investment Limited letterhead]
February 3, 2005
Mr. Mark Zeidman
Dear Mark:
It is with great pleasure that we extend to you an offer to join
Aircastle
Advisor LLC or an affiliate, (together, the "Company" or
"Aircastle") on the
terms and conditions set forth below.
Title:
Chief Financial Officer
Base Salary:
Your base salary is as set forth in Exhibit A (the
"Annual Salary").
Start Date:
On or about March 7, 2005 ("Start Date")
Location:
US offices of Aircastle, currently at 1251 Avenue of
the Americas, New York, NY
Aircastle Incentive
Subject to the terms of this Letter Agreement, you will
Compensation:
be paid an annual bonus equal to the percentage of the
Net Aircastle Operating Results (as defined on Exhibit
B hereto), if any, set forth as item 1 on Exhibit B
hereto (subject to adjustment for fiscal years
subsequent to 2006 as provided below), provided, that
in respect of the calendar years 2005 and 2006, you
shall be paid an annual bonus equal to the greater of
(i) the percentage of the Net Aircastle Operating
Results, and (ii) the Guaranteed Minimum Bonus. The
Guaranteed Minimum Bonus is $550,000 (pro rated in
respect of 2005 only in the event that your first date
of work is not actually on or before March 15, 2005).
For fiscal years subsequent to 2006, Fortress reserves
the right, in its sole and absolute discretion, to
raise or to lower your percentage interest in the Net
Aircastle Operating Results. Any such change shall be
set forth in a letter to you from Aircastle and will
supercede item 1 on Exhibit B hereto.
In addition, the Company may in its sole discretion
decide to grant you additional compensation or a bonus;
however this letter agreement does not entitle you to
such a payment (other than, as provided above, any
Guaranteed Minimum Bonus). 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 actively
employed by and not have given notice of your
termination of your employment with the Company (or any
affiliate of Aircastle for whom you may be employed on
a full-time
basis at the time) at the time such bonus or additional
compensation is to be paid in order to be eligible
therefore.
Equity Incentive Plan:
In addition, Exhibit B hereto sets forth your
co-investment rights and obligations with respect to
Aircastle.
Expense Reimbursement:
The Company will reimburse business expenses incurred
in the ordinary course of business. The Company will
also reimburse customary and reasonable moving and
relocation expenses (packing, storage, 1 flight for
family to make the move, etc. (i.e., no house purchase
or sale related costs)) in an amount not to exceed
$40,000, based on receipts provided therefore. You will
have use of one of the Company's apartments in New York
City for a period of up to two months.
Severance:
In the event that the Company terminates your
employment without cause (as defined below) prior to
December 31, 2006 you shall receive, within 30 days of
your termination, a single-sum payment equal to the
difference, if positive, between (i) the aggregate
amount that you would have been paid from the Start
Date on the basis of your base salary and Guaranteed
Minimum Bonus had your employment continued through
December 31, 2006 and (ii) the aggregate amount you
have been paid from the Start Date in salary and bonus
through the date of such termination, provided you sign
a separation agreement prepared by the Company which
includes a general release of claims and subject to
your compliance with the restrictive covenants set
forth herein. However, severance shall not be payable
(i) on account of termination by virtue of your death
or disability and (ii) if you are offered employment by
Aircastle or any of its or Fortress Investment Group
LLC's respective affiliates direct or indirect
subsidiaries or successors (or affiliate thereof
including any subsidiary of any private equity fund
managed by Fortress Investment Group LLC or any of its
investment and advisory affiliates) on terms
substantially comparable to the terms hereof (meaning
that without your consent, there will be no diminution
in the cash compensation terms of the employment
relationship).
Benefits:
You (and your eligible dependents, if any) may at your
election be covered under such health insurance plan as
covers Aircastle employees, 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 employees in general, 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 in accordance with
Aircastle's vacation policies.
"Cause"
For purposes of this Letter Agreement, "cause" means
(i) your commission of an act of fraud or dishonesty in
the course of your service; (ii) your indictment or
entering of a plea of nolo contendere for a crime
constituting a felony or in
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respect of any act of fraud or dishonesty; (iii) your
commission of an act which would make you (or Aircastle
or Fortress Investment Group LLC or any of its
affiliates (collectively, "Fortress")) 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
Aircastle; (v) your commission or omission of any act
that would result in or might reasonably be a
substantial factor resulting in the termination of
Fortress or any of its affiliates, for cause under any
of Fortress's, or any of its affiliates', material
management, advisory or similar agreements; (vi) your
willful failure to comply with any material policies or
procedures of Aircastle (or, for so long as your place
of work is co-located at Fortress offices, Fortress) 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 an Aircastle (or
Fortress) 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
Aircastle stating the nature of such breach and
affording you an opportunity correct the act(s) or
omission(s) complained of within ten (10) days of your
receipt of such notice.
Policies and
You agree to comply fully with all of the Company's and
Procedures:
for so long as your place of work is co-located at
Fortress offices, all Fortress policies and procedures,
as amended from time to time.
Termination:
If your employment with the Company terminates for any
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 Fortress, 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 or Fortress, 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 Aircastle or
Fortress (including any of its affiliates),
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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 Aircastle Fortress or any of their respective
affiliates, including, without limitation, any
obligation resulting from your breach of the terms
hereof.
Representation:
You represent that you are free to be employed
hereunder without any contractual restrictions, express
or implied, with respect to any of your prior
employers. You represent that you have not taken or
otherwise misappropriated and you do not have in your
possession or control any confidential and proprietary
information belonging to any of your prior employers or
connected with or derived from your services to prior
employers. You represent that you have returned to all
prior employers any and all such confidential and
proprietary information. You further acknowledge that
Aircastle and Fortress have informed you that you are
not to use or cause the use of such confidential or
proprietary information in any manner whatsoever in
connection with your employment by Aircastle or any
affiliate. You agree that you will not use such
information.
You represent that you understand that this Letter
Agreement sets forth the terms and conditions of your
employment relationship with Aircastle or an affiliate
and as such, you have no express or implied right to be
treated the same as or more favorably than any other
employee of Aircastle or any of its affiliates with
respect to any matter set forth herein based on the
terms or conditions of such person's employment
relationship with Aircastle or any of its affiliates.
You further agree to keep the terms of this Letter
Agreement confidential and not to disclose any of the
terms or conditions hereof to any other person,
including any employee of Aircastle or Fortress, except
your attorney or accountant or, upon the advice of
counsel after notice to Aircastle, as may be required
by law or as may be required in order to enforce or
defend against the enforcement of this Letter
Agreement.
Restrictive Covenants:
You shall not, directly or indirectly, without prior
written consent of Aircastle, provide consultative
services to, own, manage, operate, join, control,
participate in, be engaged in, be employed by or be
connec
