Exhibit 10.3
AR 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
Grantee a 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.
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 below, the restrictions described in
paragraph 2 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)
In General
. 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 to the Company all Award Shares not previously released
from the restrictions of paragraph 2 hereof.
(b)
Retirement
. If the Grantee’s
membership on the Company’s Board of Directors 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 membership on the Company’s Board of Directors 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 purposes of this Agreement,
“Retirement” means the Grantee’s voluntary
termination of membership on the Company’s Board of Directors
at or after attaining age 65 with five or more consecutive years of
service as a non-employee member of the Company’s Board of
Directors
2
(c)
Death or Disability
.
(i)
If the Grantee’s membership on
the Company’s Board of Directors terminates by reason of
death or Disability before the second 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 Shares
previously released. The remaining 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 membership on
the Company’s Board of Directors terminates by reason of
death or Disability after the second anniversary of the Date
of
