Exhibit 10.2
AAR CORP.
Performance Restricted Stock
Agreement
(“Agreement”)
Subject to the provisions of the AAR
CORP. Stock Benefit Plan (“Plan”), the terms of which
are hereby incorporated by reference herein, and in consideration
of the agreements of the Grantee herein provided, AAR CORP., a
Delaware corporation (“Company”), hereby grants to the
Grantee a performance restricted stock award (“Award”),
effective
(“Date of Award”), in the number of shares of common
stock (“Common Stock”) of the Company, $1.00 par value
(“Award Shares”) set forth in the Company’s
Long-Term Performance Restricted Stock Award Program for
FY and
the Company’s award letter to the Grantee dated
,
subject to the forfeiture and nontransferability provisions hereof
and the other terms and conditions set forth herein:
1.
Acceptance By Grantee
. The Award is conditioned
upon the acceptance by the Grantee of the terms and conditions of
the Award as set forth in this Agreement. The Grantee must
confirm acceptance of the Agreement on Smith Barney’s web
site (www.benefitaccess.com). If the Grantee does not accept the
Agreement within 30 days from the date of the notification of the
Agreement, the Award referenced herein shall expire unless the
acceptance date is extended in writing signed by the
Company.
2.
Restrictions
. The Grantee represents that he is
accepting the Award Shares without a view toward distribution of
said Award Shares and that he will not sell, assign, transfer,
pledge or otherwise encumber the Award Shares during the period
commencing on the Date of Award and ending on the date the
restrictions
applicable to such Award Shares are released
pursuant to this Agreement (“Restrictive
Period”).
3.
Release of
Restrictions . Subject to
the provisions of paragraph 4, the restrictions described in
paragraph 2 above shall be released with respect to
% of the Award Shares on
,
20 , % of the Award
Shares on
,
20 and the balance of the Award Shares on
,
20 , except as follows (the first two
releases to be rounded down to the nearest whole share and the
third release to include the rounded down shares):
(a)
In General
. If the Grantee’s
employment with the Company and all subsidiaries of the Company
terminates prior to the last day of the Restrictive Period for any
reason other than death, Disability or Retirement, the Grantee
shall forfeit to the Company all Award Shares not previously
released from the restrictions of paragraph 2 hereof.
(b)
Retirement
. If the Grantee’s
employment with the Company and all subsidiaries of the Company
terminates by reason of Retirement prior to the last day of the
Restrictive Period, the Restrictive Period shall terminate in
accordance with the restriction release schedule set forth above in
the first clause of this paragraph 3 as to the Award Shares not
previously released; provided, however, that if the Grantee dies
after Retirement and prior to the last day of the Restrictive
Period, the Grantee’s date of death will be treated as the
date on which his employment with the Company and all subsidiaries
of the Company has terminated, and the provisions of paragraph
3(c) shall apply in determining the release of restrictions as
to the Award Shares not previously released. For this
purpose, “Retirement” means the Grantee’s
voluntary termination of employment, or his termination of
employment by the Company or a
2
subsidiary without Cause (as defined in the
Plan), when he has (i) attained age 65 or (ii) attained
age 55 and his age plus the number of his consecutive years of
service with the Company and subsidiaries is at least
75.
(c)
Death or Disability
.
(i)
If the Grantee’s employment
with the Company and all subsidiaries of the Company terminates by
reason of death or Disability before the third anniversary of the
Date of Award, the Restrictive Period shall terminate as to the
difference between half of the total number of Award Shares and
those Award Shares previously released. The remaining Award Shares
shall be forfeited to the Company. For this purpose,
“Disability” means the inability of the Grantee to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12
months.
(ii)
If the Grantee’s employment
with the Company and all subsidiaries of the Company terminates by
reason of death or Disability after the third anniversary of the
Date of Award, the Restrictive Period shall immediately terminate
as to all of the Award Shares not previously released.
(d)
Restrictive Covenant
. If at any time prior to the
Award Shares’ release from restrictions hereunder, the
Grantee, without the Comp
