Exhibit 10.23
AAR CORP.
Director 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
«Name» (“Grantee”), a restricted stock award
(“Award”), effective «EffectiveDate»
(“Date of Award”), of «Shares» 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 1/3 of the Award shares on each successive
anniversary of the Date of Award, except as follows:
(a)
If the Grantee’s membership on the Company’s Board of
Directors terminates by reason of death or Disability occurring on
or after the Date of Award and on or before the second anniversary
date thereof, the Restrictive Period shall terminate as to the
difference between half the total number of Award Shares and those
Shares
previously released. The remaining shares shall
be forfeited and returned to the Company.
(b)
If the Grantee’s membership on the Company’s Board of
Directors is terminated by reason of death or Disability after the
second anniversary of the Date of Award, the Restrictive Period
shall immediately terminate as to all of the Award Shares not
previously released.
(c)
If the Grantee’s membership on the Company’s Board of
Directors is terminated 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 as to the Award Shares not previously released. For
purposes of this Agreement, Retirement means voluntary termination
of membership on the Company’s Board of Directors at or after
reaching the age of 65 with not less than five (5) consecutive
years of service as a non-employee member of the Company’s
Board of Directors.
(d)
If the Grantee’s membership on the Company’s Board of
Directors 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.
(e)
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
greater than 1% 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
2
its Affiliated Companies from time to time or at
any time during the Grantee’s membership on the
Company’s Board of Directors, 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 the Grantee’s
membership on the Company’s Board of Directors terminates
within one year following 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 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 wit
