Aircastle Advisor LLC c/o Fortress Investment Group LLC 1251 Avenue of the Americas, 16th Floor New York, New York 10020 April 29, 2005 Jonathan M. Lang 17 Pequot Drive Norwalk, Connecticut 06855 Dear Jonathan: It is with great pleasure that we extend to you an offer to join Aircastle Advisor LLC (together with its affiliates, or branch offices thereof, the "Company" or "Aircastle") on the terms and conditions set forth below. Title: Chief Technology Officer. Start Date: As soon as your current employment is terminated, but in no event later than May 23, 2005. Location: New York, New York, Stamford, Connecticut or another location specified by the Company. Compensation: Your base salary will be paid at the rate of $200,000 per annum, less statutory deductions, payable in accordance with the regular payroll practices of Aircastle. In addition, you are eligible to receive a discretionary annual bonus, but except as provided below in relation to the Guaranteed 2005 Bonus (as defined below) nothing in this letter agreement will entitle you to a bonus payment. For the sake of clarity, you are not entitled to any pro-rata portion of any discretionary bonus if your employment terminates for any reason prior to the payment of any such bonus. Payment of a discretionary bonus in any given fiscal or calendar year does not entitle you to additional compensation or any such bonus in any subsequent year. In order to be eligible for any bonus while employed at Fortress, you must be an active employee at, and not have given or received notice of termination prior to, the time of the bonus payment Aircastle has agreed that you will receive a minimum cash bonus from the Company in respect of the calendar year 2005 equal to US$120,000 (your "Guaranteed 2005 Bonus"), less statutory deductions. Your Guaranteed 2005 Bonus will be paid as soon as practicable after performance results in respect of 2005 have been determined, but in no event later than January 31, 2006. In addition, you shall be awarded a grant (the "Grant") of restricted stock in Employment Offer Letter Jonathan M. Lang Page 2 Aircastle Investment Limited with a total cost of $150,000, with a per-share cost determined on the same basis as that of the Fortress-managed funds that invest in Aircastle. The Grant shall vest 1/3 on each of the 3rd, 4th and 5th anniversaries of your Start Date. If dividends are paid on the class of restricted stock granted to you, then you would receive dividends on any unvested shares. The Grant will be made pursuant to a restricted stock plan and/or agreement prepared by the Company, which plan and/or agreement will supersede the provisions of this letter which apply to such restricted stock. Benefits: Effective your first day of employment you (and your eligible dependents, if any) may at your election be covered under such health insurance plan as covers the Company's employees, subject to applicable exclusions and limitations. You are eligible to participate in all other perquisite and benefit arrangements made available by the Company to employees generally, subject to the terms of such plans or programs. Each such benefit is subject to modification, including elimination, from to time, at the Company's sole discretion. You shall be entitled to vacation of 20 days per year (prorated for 2005) in accordance with the Company's vacation policies applicable to employees, as amended from time to time. Policies and You agree to comply fully with all of the Company's policies Procedures: and procedures, as amended from time to time, copies of which shall be provided to you or made available to you by electronic means. "Cause" For purposes of this letter agreement, "Cause" means (i) your commission of an act of fraud or dishonesty in the course of your employment; (ii) your indictment or entering of a plea of nolo contendere for a crime constituting a felony or in respect of any act of fraud or dishonesty; (iii) your commission of an act which would make you (or the Company, or Fortress Investment Group LLC or any of its affiliates (collectively, "Aircastle Group") subject to being enjoined, suspended, barred or otherwise disciplined for violation of federal or state securities laws, rules or regulations, including a statutory disqualification; (iv) your gross negligence or willful misconduct in connection with your employment by the Company; (v) your commission or omission of any act that would result in or might reasonably be a substantial factor resulting in the termination of any member of the Aircastle Group or any of its affiliates, for cause under any of material management, advisory or similar agreements; (vi) your willful failure to comply with any material policies or procedures of the Company as in effect from time to time provided Employment Offer Letter Jonathan M. Lang Page 3 that you shall have been delivered a copy of such policies or notice that they have been posted on a Company website prior to such compliance failure, and or (vii) your commission of any material breach of any of the provisions or covenants set forth herein, provided, however, that discharge pursuant to this clause (vii) shall not constitute discharge for "Cause" unless you shall have received written notice from the Company stating the nature of such breach and affording you an opportunity to correct the act(s) or omission(s) complained of within ten (10) days of your receipt of such notice. Employment You are an at-will employee. This letter is not a contract Relationship; of employment for any specific period of time, and your Termination; employment may be terminated by you or by the Company at any time for any reason or no reason whatsoever. Notwithstanding the foregoing, you will give us not less than 30 days notice of your termination of the employment relationship. Termination In the event that you are terminated by the Company, then: Payments and Vesting: (i) if you are terminated without Cause, then (a) any restricted stock granted to you that is due to vest at the next date on which any restricted stock would vest if you were still in the employ of Aircastle shall vest on the date of your termination, but any right or interest in any other unvested restricted stock shall be forfeit by you (e.g., if you are terminated without Cause prior to the third anniversary of your Start Date, then 1/3 of the Grant shall vest upon your termination without Cause, but the remaining 2/3 shall not vest and you shall have no further right or interest in such restricted stock), and (b) if such termination occurs at any time after your Start Date and prior to the date on which you have been paid your Guaranteed 2005 Bonus, you shall be paid an amount equal to your Guaranteed 2005 Bonus, such amount to be paid within thirty (30) days of such termination, in each case, provided you sign a separation agreement prepared by the Company which includes a general release of claims (a "Separation Agreement"), but you will not be obliged to mitigate your losses in order to be eligible to receive such vesting or payment. (ii) if you are terminated for Cause, you shall forfeit and have no further right or interest in any then-unvested restricted stock and Employment Offer Letter Jonathan M. Lang Page 4 no termination payments shall be made by the Company. If you resign from the company or if you are terminated following your death or disability, then the provisions of clause (ii) above shall apply. The Company shall be entitled, in connection with its investment structuring, tax planning, business organization or other reasons, to terminate your employment in connection with an invitation from an affiliate of or branch office of the Company to accept employment with such affiliate or branch office, in which case the terms and conditions hereof shall apply to your employment relationship with such entity, mutatis mutandis, and in each case where the term "Company" or "Aircastle" is used in this letter agreement it shall include a reference to such affiliate or branch office. For the sake of clarity, any termination of your employment by the Company under circumstances in which you are not offered employment with an affiliate or branch office of the Company on the terms and conditions hereof as described in the preceding sentence shall be a termination without Cause. If your employment with the Company terminates for any reason or for no reason, you hereby agree that you shall immediately resign from all positions (including, without limitation, any management, officer or director position) that you hold on the date of such termination with the Company, or any of the their respective affiliates, or with any entity in which the Company or any of its affiliates has made any investment. You hereby agree to execute and deliver such documentation reasonably required by the Company as may be necessary or appropriate to enable the Company, any of the Company's affiliates or any entity in which the Company or any of its affiliates has made an investment to effectuate such resignation, and in any case, your execution of this letter agreement shall be deemed the grant by you to the officers of the Company of a limited power of attorney to sign in your name and on your behalf such documentation solely for the limited purposes of effectuating such resignation. Set-Off; Etc: You hereby acknowledge and agree, without limiting the rights of the Company otherwise available at law or in equity, that, to the extent permitted by law, any or all amounts or other consideration payable to you hereunder or any other agreement with the Company (including any of its affiliates), may be set-off against any or all amounts or other consideration payable by you to the Company under this letter agreement or to the Company or any of its affiliates under any other agreement between you and the Company or any of its affiliates, including, without limitation, any obligation resulting from your breach of the terms hereof. Employment Offer Letter Jonathan M. Lang Page 5 Your Representations: You represent that: (i) on your first day of employment with Aircastle you will be free to be employed hereunder without any contractual restrictions, express or implied, with respect to any of your prior employer(s). (ii) you have not taken or otherwise misappropriated and you do not have in your possession or control any confidential or proprietary information belonging to any of your prior employer(s) or connected with or derived from your services to prior employer(s), and you have returned to all prior employers any and all such confidential or proprietary information. (iii) the Company and the Aircastle Group have informed you that you are not to use or cause the use of such confidential or proprietary information in any manner whatsoever in connection with your employment by the Company or any affiliate, and that you have agreed and hereby do agree that you will not use any such confidential or proprietary information. (iv) you have agreed and hereby do agree to keep the terms of this letter agreement confidential and not to disclose any of the terms or conditions hereof to any other person, including any employee of the Company or the Aircastle Group, except your immediate family, attorney or accountant or, upon the advice of counsel after notice to the Company, as may be required by law or as may be required in order to enforce or defend against the enforcement of this letter agreement. Restrictive (i) You shall not, directly or indirectly, without Covenants: the prior written consent of the Company, provide consultative services to, own, manage, operate, join, control, participate in, be engaged in, be employed by or be connected with, any business, individual, partner, firm, corporation or other entity, including without limitation any business, individual, partner, firm, corporation, or other entity that directly or indirectly competes with (any such action, individually, and in the aggregate, to "compete with"), the Company or any member of the Aircastle Group, at any time during your employment with the Company. In the case where your employment with the Company is terminated by you for any reason (other than following a breach of this letter agreement by the Company) or by the Company for Cause, such restrictions shall apply for six (6) months after the effective date of such Employment Offer Letter Jonathan M. Lang Page 6 termination solely as to any aircraft leasing, marketing, advisory and/or finance business managed by the Company or any member of the Aircastle Group. Notwithstanding anything else herein, the mere "beneficial ownership" by you, either individually or as a member of a "group" (as such terms are used in Rule 13(d) issued under the Securities Exchange Act of 1934) of not more than 5% of the voting stock of any public company shall not be deemed in violation of this letter agreement. These restrictions shall not apply following the termination of your employment if the Company terminates your employment without Cause. (ii) You shall keep secret and retain in strictest confidence, and shall not use for your benefit or the benefit of others, except in connection with the business and affairs of the Company (which, for purposes of and in each instance used in this paragraph and the next paragraph, shall include the Aircastle Group (including (i) any fund managed by any member of the Aircastle Group or any affiliate thereof during or prior to the period of your employment with the Company and (ii) the Company's other affiliates, including, without limitation, portfolio investments of the private equity business of any member of the Aircastle Group)), all confidential information of and confidential matters (whether made available to you in written, electronic form or orally) relating to (a) the Company's business and the Company (including, without limitation, the actual investments of the Company, the contemplated investments of the Company, the financial performance of the Company or any fund managed by a member of the Aircastle Group or of any investment thereof, and the identity of the equity investors in the Company or in any of the funds or businesses of which any member of the Aircastle Group manages), (b) all corporations or other business organizations in which the Company has or has had an investment and (c) third parties, learned by you heretofore or hereafter directly or indirectly in connection with your employment (the "Confidential Company Information"). In consideration of, and as a condition to, continued access to Confidential Company Information, and without prejudice to or limitation on any other confidentiality obligation imposed by agreement or law, you hereby undertake to use and protect Confidential Company Information in accordance with restrictions placed on its use or disclosure. Without limiting the foregoing, you shall not disclose Confidential Company Information to anyone outside of the Company except with the Employment Offer Letter Jonathan M. Lang Page 7 Company's express written consent. The foregoing restrictions shall not apply to Confidential Company Information which (1) is at the time of receipt or thereafter becomes publicly known other than a result of your having breached this letter agreement, (2) is received by you from a third party not under an obligation to any person to keep such information confidential or (3) is required to be disclosed by law, rule, regulation or order, subject to your use of your reasonable best efforts to obtain (and to cooperate with the Company's efforts to obtain) judicial approval for such information to be disclosed under seal or subject to other confidentiality orders. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies and excerpts thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by you or made available to you concerning the business of the Company, (i) shall at all times be the property of the Company and shall be delivered to the Company at any time upon its request, and (ii) upon your termination of employment, shall be immediately returned to the Company. The foregoing shall not limit any other confidentiality obligations imposed by agreement or by law. (iii) From the date hereof through the end of the one-year period commencing with the termination of your employment with the Company, you shall not, without the Company's prior written consent, directly or indirectly, (a) solicit or encourage to leave the employment or other service of the Company or any of its affiliates any employee or independent contractor thereof or (b) hire (on behalf of yourself or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates within the one-year period which follows the termination of such employee's or independent contractor's employment or other service with the Company or any such affiliate. (iv) Any works of authorship, databases, discoveries, developments, improvements, computer programs, or other intellectual property, etc. ("Works") that you make or conceive, or have made or conceived, solely or jointly, during the period of your employment with the Company, whether or not patentable or registerable under copyright, trademark or similar statutes, which either (i) are related to or useful in the current or anticipated business or activities of the Company or any member of the Aircastle Group (which Employment Offer Letter Jonathan M. Lang Page 8 includes any quantitative fund or portfolio or global macro fund managed by any affiliate of the Company); (ii) fall within your responsibilities as employed by the Company; or (iii) are otherwise developed by you through the use of the Company's confidential information, equipment, software, or other facilities or resources or at times during which you are or have been an employee constitute "work for hire" under the United States Copyright Act, as amended. If for any reason any portion of the Works shall be deemed not to be a "work for hire", then you hereby assign to the Company all rights, title and interest therein and shall cooperate to establish the Company's ownership rights, including the execution of all documents necessary to establish the Company's exclusive ownership rights. (v) Any breach by you of any of the provisions of the foregoing clauses (i), (ii), (iii) or (iv) (the "Restrictive Covenants") shall entitle the Company (including each of its affiliates) to cease making any payments to you under any agreement, including this letter agreement, pursuant to which you are entitled to monies from the Company or any member of the Aircastle Group. In addition, you acknowledge and agree that any breach by you of the Restrictive Covenants would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if you breach, or threaten to commit a breach of, any of the provisions of the Restricted Covenants, the Company shall have the right and remedy, in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages), to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against you of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of the Restrictive Covenants. You acknowledge and agree that the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision-maker of competent jurisdiction determines Employment Offer Letter Jonathan M. Lang Page 9 that any provision of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced. Notwithstanding anything in this letter agreement to the contrary, the provisions of the foregoing clauses (i) through (iv), inclusive, shall survive any termination of this letter agreement and any termination of your employment. Entire This letter agreement contains the entire agreement between Agreement: the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. Without limiting any of the foregoing, any prior offer letter is hereby superseded in its entirety. YOU REPRESENT THAT IN EXECUTING THIS LETTER AGREEMENT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR STATEMENT NOT SET FORTH HEREIN. Without limiting the foregoing, you represent that you understand that you shall not be entitled to any equity interest, profits interest or other interest in the Company (including any of its affiliates, including any fund or other business managed by any of them) except as set forth in a writing signed by the Company. The Company's affiliates are intended beneficiaries under this letter agreement Governing Law; This letter agreement shall be governed by and construed in Dispute accordance with the laws of the State of New York without Resolution; regard to the principles of conflicts of law thereof. Jurisdiction: Without prejudice to our or your right to terminate your employment relationship under "Employment Relationship" above, if a dispute of whatever nature arises between us, then notice thereof will be sent by one party to the other and if the dispute cannot be settled through negotiation, you and we mutually agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association. If a mutually satisfactory settlement is not reached within 45-days following notice of the dispute, then such dispute shall be settled by binding arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes and judgment upon the award rendered by the arbitrator shall be final and may be entered in any court having jurisdiction thereof. Any demand for arbitration shall be made within a reasonable time after the matter in question has arisen but in no event Employment Offer Letter Jonathan M. Lang Page 10 shall it be made after the date when institution of legal proceedings based on such matter would be barred by any statute of limitations. The prevailing party in any such arbitration proceeding shall not be entitled to any award of attorneys' fees or costs. The foregoing mediation and arbitration provisions will not cover workers' compensation or unemployment compensation claims, claims involving Company-sponsored benefit plans which provide their own claims procedures and claims for injunctive or other equitable relief by the Company in relation to the Restrictive Covenants. In any proceedings involving such matters, no counter-claims shall be brought for matters which would otherwise be covered by the above mediation and arbitration provisions. THE PARTIES AGREE THAT EXCLUSIVE JURISDICTION WILL BE IN A COURT OF COMPETENT JURISDICTION IN THE CITY OF NEW YORK AND HEREBY WAIVE OBJECTION TO THE JURISDICTION OR TO THE LAYING OF VENUE IN ANY SUCH COURT. * * * * We look forward to a successful employment relationship with you. If the foregoing terms of employment are acceptable, please so indicate by signing in the space provided below and returning to us an executed copy of this letter agreement on or prior to May 4, 2005, the date on which the offer of employment set out in this letter agreement shall expire if not so accepted by you. Very truly yours, AIRCASTLE ADVISOR LLC By: ------------------ Accepted and agreed to, this ____ day of _______, 2005: - --------------------- Jonathan M. Lang
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S-1 Filing
Aircastle (AYR) S-1IPO registration
Filed: 2 Jun 06, 12:00am