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
«Name» (“Grantee”), a performance restricted
stock award (“Award”), effective «EffDate»
(“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 20% of the
award on July 15, 2006, 40% of the award on July 15, 2008
and 40% of the award on July 15, 2010, except as
follows:
(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 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 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.
2
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 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 enti
