Exhibit 10.22
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
___________ (“Grantee”), a performance restricted stock
award (“Award”), effective ________ (“Date of
Award”), of _________ shares of common stock (“Common
Stock”) of the Company, $1.00 par value (“Award
Shares”), subject to the forfeiture and nontransferability
provisions hereof and the other terms and conditions set forth
herein:
1.
Restrictions
. The Grantee represents that
he is accepting the Award Shares without a view toward distribution
of said 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 with respect to any specific shares
of stock on the date restrictions applicable to such shares are
released pursuant to this Agreement (“Restrictive
Period”).
2.
Release of
Restrictions .
Subject to the provisions of paragraph 3 below, the restrictions
described in 1 above shall be released with respect to ____% of the
award on ______________, _____% of the award on _____________ and
____% of the award on ___________, except as follows:
(a)
If the Grantee’s employment is
terminated by reason of death, Disability or Retirement prior to
the last day of the Restrictive Period, the Restrictive Period
shall terminate as to all of the Award Shares not previously
released.
(b)
If the Grantee’s employment
with 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 and return to the Company all
Award Shares not previously released from the restrictions of
Section 1 hereof.
(c)
If at any time prior to release from
restrictions hereunder, Grantee, without the Company’s
express written consent, directly or indirectly, alone or as a
member of a partnership, group, or joint venture or as an employee,
officer, director, or stockholder of any corporation, or in any
capacity engages in any activity which is competitive with any of
the businesses conducted by the Company or its Affiliated Companies
from time to time or at any time during the Grantee’s term of
employment, the Grantee shall forfeit and return all Award Shares
not previously released from the restrictions of Section 1
hereof.
3.
Change in Control
. In the event of a Change in
Control of the Company, whether or not such change has the prior
written approval of the Continuing Directors, the Restrictive
Period shall terminate as to all Award Shares not previously
released.
4.
Change in Outstanding
Shares . In the
event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or
other
2
similar corporate change, the Award Shares shall
be treated in the same manner in any such transaction as other
shares of Common Stock. Any additional shares of stock
received by Grantee with respect to the Award Shares in any such
transaction shall be subject to the same restrictions as are then
applicable to those Award Shares for which the additional shares
have been issued.
5.
Rights of Grantee
. As the holder of the Award
Shares, Grantee is entitled to all of the rights of a stockholder
of AAR CORP. with respect to any of the Award Shares, when issued,
including, but not limited to, the right to receive dividends
declared and payable since the Date of Award.
6.
Certificates
. In aid of the restrictions
set forth in paragraph 1, certificates for the Award Shares,
together with a suitably executed stock power signed by the
Grantee, shall be held by a nominee of
