Exhibit 10.2
------------
SEPARATION AGREEMENT AND GENERAL RELEASE
Aircastle
Advisor LLC, a Delaware limited liability company
("Aircastle"),
and Mark Zeidman ("Employee") have entered into this Separation
Agreement and
General Release (this "Agreement") as of this 12th day of April,
2007
(collectively referred to as the "Parties"). Aircastle Limited, a
Bermuda
exempted company ("Parent"), is a signatory to this Agreement
solely with
respect to obligations herein related to its shares. In
consideration of the
mutual promises contained herein, the Parties agree as follows:
1. Last
Day of Employment. Employee and Aircastle agree that Employee's
employment
with Aircastle shall terminate on April 30, 2007, or such
earlier
date as may be agreed upon by Employee and Aircastle (the date
on
which such
a qualifying termination occurs being called the "Termination
Date"). If
Employee's employment is terminated in accordance with the
preceding
sentence, Aircastle will pay Employee all earned but unpaid
salary and all
accrued but unused paid time off (including vacation time)
earned by
Employee (or which would have been earned if employment had
continued)
through the Termination Date, less applicable withholdings and
deductions, as soon as practicable after the Termination Date.
In
addition,
Aircastle will reimburse Employee for all business expenses
incurred
on behalf of Aircastle through the Termination Date, in
accordance
with Aircastle's policies with respect to the reimbursement of
expenses.
Employee hereby confirms that effective on the Termination Date
(or any
other termination of employment), Employee will no longer hold
any
positions
as an officer, director or employee of Aircastle (including its
parents,
subsidiaries and affiliates at any level), and Employee agrees
to
promptly
execute such customary documents and take such customary
actions
as may be
necessary or reasonably requested by Aircastle to effectuate or
memorialize the termination of such positions. Employee and
Aircastle
agree that
Employee shall serve as Aircastle's Chief Financial Officer
until the
Termination Date, or such earlier date as Aircastle may hire
another
individual to serve as Chief Financial Officer (the "Transition
Date"). If
a Transition Date occurs, then, effective as of such date,
Employee
hereby resigns his position as Chief Financial Officer and any
positions
as an officer or director of Aircastle (and its parents,
subsidiaries and affiliates at any level), and agrees to promptly
execute
such
customary documents and take such customary actions as may be
necessary
or reasonably requested by Aircastle to effectuate or
memorialize the termination of such positions. Employee shall
continue to
serve as a
key employee of Aircastle after the Transition Date, assisting
in the
transition until the Termination Date.
2. Special
Payments
(a)
Separation
Payment I. Subject to this Agreement having been
completely executed and not revoked during the revocation
period
described in Section 17 hereof, and if (and only if) Employee's
employment is terminated in accordance with the first sentence
of
Section 1 hereof, 30,000 of the shares subject to the terms of
the
Restricted Share Agreement dated as of March 8, 2006, between
Employee and Aircastle (the "Restricted Share Agreement") under
the
Amended and Restated Aircastle Limited 2005 Equity and
Incentive
Plan, shall become
1
<PAGE>
fully vested on, or as of, the Termination Date. Such vested
shares
shall be delivered to Employee as soon as practicable after
their
vesting (such vesting and delivery being called the "Separation
Payment I"). Employee acknowledges that this Separation Payment I
is
in addition to any amounts to which Employee is already entitled
and
that the payment is adequate and satisfactory consideration for
the
assurances made by Employee in this Agreement, including,
without
limitation, the general release of claims given in Section 3
hereof.
(b)
Separation
Payment II and Final Separation Agreement. A form of
"Final Separation Agreement" is attached hereto as Exhibit A.
If
(and only if) Employee's employment is terminated in accordance
with
the first sentence of Section 1 hereof, Employee will be asked
to
execute a Final Separation Agreement substantially in the form
attached hereto on or after the Termination Date; however, the
provisions of this Agreement are not contingent upon Employee's
execution of the Final Separation Agreement. Subject to the
Final
Separation Agreement having been completely executed by Employee
and
not revoked during the revocation period described therein,
20,000
of the shares subject to the Restricted Share Agreement shall
become
fully vested in accordance with the provisions of the Final
Separation Agreement and shall be delivered as soon as
practicable
after such vesting (such vesting and delivery being called the
"Separation Payment II").
(c)
Possible
Forfeiture of Shares. Employee agrees that those 50,000
restricted shares described in Sections 2(a) and 2(b) hereof
shall
vest only in accordance with those Sections and shall otherwise
be
forfeited upon a termination of employment.
3.
Employee General Release of Claims. Employee for Employee,
Employee's
estate,
Employee's heirs, family members, successors and assigns hereby
voluntarily, knowingly and willfully forever releases and
discharges
Aircastle
and its Parent, affiliates, successors, assigns, employees,
officers,
directors, representatives, shareholders, agents and all
persons
acting by,
through, under or in concert with Aircastle in both their
official
and personal capacities (the "Releasees") from any and all
claims,
whether or not known, accrued, vested or ripe, that Employee
has
or may
have against the Releasees arising from or in any way related
to
Employee's
employment with Aircastle up to and including the date of
execution
of this Agreement or related to the termination of that
employment
relationship in accordance with the contractual provisions of
this
Agreement, including, but not limited to, any such claim for an
alleged
violation of the following statutes and court-made legal
principles:
o Title VII of
the Civil Rights Act of 1964, as amended;
o The Civil
Rights Act of 1991;
o Any claim
arising under the provisions of the False Claims Act,
31 U.S.C.A. ss. 3730, including, but not limited to, any right
to personal gain with respect to any claim asserted under its
"qui tam" provisions;
2
<PAGE>
o Sections 1981
through 1988 of Title 42 of the United States
Code, as amended;
o The Employee Retirement
Income Security Act of 1974, as amended;
o The
Immigration Reform and Control Act, as amended;
o The Americans
with Disabilities Act of 1990, as amended;
o The Age
Discrimination in Employment Act of 1967, as amended;
o The Older
Workers' Benefit Protection Act of 1990, as amended;
o The Workers
Adjustment and Retraining Notification Act, as
amended;
o The
Occupational Safety and Health Act, as amended;
o The
Connecticut Fair Employment Practices Act;
o Connecticut
labor laws, as contained in Title 31 of the General
Statutes of Connecticut;
o any other
federal, state or local civil or human rights law or
any other local, state or federal law, regulation or ordinance;
o any claims
arising out of or related to an express or implied
employment contract (including, without limitation, the letter
agreement between Employee and Aircastle Investment Limited
dated February 3, 2005, and the letter agreement between
Employee and Aircastle Advisor LLC dated March 8, 2006,
together, the "Employment Letter") or a covenant of good faith
and fair dealing;
o any public
policy, contract, tort, or common law; or
o any allegation
for costs, fees, or other expenses including
attorneys' fees incurred in these matters.
Notwithstanding the foregoing, nothing in this Agreement shall
release or waive any rights or claims Employee may have: (i)
under
this Agreement; (ii) for indemnification under any written
indemnification agreement by and between Employee and Aircastle
and/or under applicable law or Aircastle's charter or bylaws;
(iii)
under any applicable insurance coverage(s); or (iv) with respect
to
any accrued and vested benefits under any tax-qualified
retirement
plans.
4.
Aircastle Release. Aircastle also agrees to waive all known claims
against
Employee,
but such waiver shall exclude, whether known or unknown: (a)
any
claims
arising out of alleged criminal, fraudulent or willful conduct
by
Employee
in connection with his activities as an employee of Aircastle,
(b) any
violation by Employee of any policies of Aircastle relating to
the
performance of his duties which results in a claim against
3
<PAGE>
Aircastle
or any affiliate or a loss to Aircastle or any affiliate
arising
out of
such violation, (c) a violation of any securities or other
governmental laws, rules or regulations relating to Employee's
duties as
an
employee of Aircastle, and (d) claims initiated by any third
parties or
claims for
indemnification and/or contribution arising from any claims
initiated
by third parties. Notwithstanding the foregoing, Aircastle does
not
release its right to have Employee perform his obligations under
this
Agreement
(including, without limitation, his obligations under Section 9
hereof
with respect to the restrictive covenants section of the
Employment
Letter).
5.
Affirmations. Employee and Aircastle each affirm that neither has
filed,
caused to
be filed, or presently is a party to any claim, complaint, or
action
against the other in any forum or form. Employee furthermore
affirms
that Employee has no known workplace injuries or occupational
diseases,
and has been provided and has not been denied any leave
requested
under the Family and Medical Leave Act. Employee disclaims and
waives any
right of reinstatement with Aircastle. Aircastle and Parent
affirm
that, in accordance with the terms of the Restricted Share
Agreement,
Employee is entitled to receive all dividends declared, with a
record
date prior to any forfeiture of such shares, on the shares
subject
to the
Restricted Share Agreement, without regard to any restrictions
on
dividend
receipt under the award's governing documents which might
otherwise
apply. Aircastle and Parent further affirm that, after the
Termination Date has passed and vesting has occurred as provided in
this
Agreement,
the vested shares granted pursuant to the Restricted Share
Agreement
will be freely transferable by Employee, without restriction
under (i)
any agreement to which Aircastle or Parent is a party and (ii)
any policy
of Aircastle or Parent (other than any applicable provision of
the
Amended and Restated Insider Trading compliance Program of
Aircastle
Limited
adopted as of February 22, 2007). The vested shares granted
pursuant
to the Restricted Share Agreement will be subject to certain
requirements under state or federal securities law.
6.
Benefits and COBRA. Except as otherwise provided in this Section
6,
effective
as of the Termination Date, Employee will cease all Aircastle
health
benefit coverage and (except as provided in this Agreement)
other
