Exhibit 10.17
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
notification of Award letter dated
subject to the forfeiture and nontransferability provisions hereof
and the other terms and conditions set forth herein:
1.
The Award is conditioned
upon the acceptance by the Grantee of the terms hereof by
confirming acceptance of the Award on Smith Barney’s web site
(www.benefitaccess.com). If such acceptance has not occurred
within 30 days from the date of the notification of award letter,
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 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”).
3.
Release of
Restrictions . Subject to the provisions of paragraph
3 below, the restrictions described in 1 above shall be released
with respect to 20% of the Award shares on
, 40% of the Award shares on
and the
balance of the
unreleased Award shares on
, except as follows (the first two releases to be rounded down to
the nearest whole share):
(a)
If the Grantee’s
employment with the Company terminates by reason of death or
Disability occurring on or after the Date of Award and on or before
the third 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
employment with the Company is terminated 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.
(c)
If the Grantee’s
employment 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.
(d)
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 2 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 stockholder of any
corporation, or in any capacity engages in any activity which
is
2
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 2
hereof.
4.
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.
5.
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 shal
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