Exhibit 10.1
------------
Aircastle Advisor LLC
300 First Stamford Place, 5th Floor
Stamford, Connecticut 06902
April 12, 2007
Michael Inglese
Dear Mike:
It is with great pleasure that we extend to you an offer to join
Aircastle Advisor LLC (the "Company" or "Aircastle"), a wholly owned subsidiary
of Aircastle Limited.
The details relating to our offer of employment are set forth below.
Your responsibilities may change from time to time in accordance with the
Company's business practices.
Title: Chief Financial Officer.
- -----
Start Date: April 12, 2007.
- ----------
Location: Stamford, CT, or another location subsequently
- -------- specified by the Company within 60 miles of Stamford,
CT.
Base Salary: Your base salary shall be paid at the rate of
- ----------- US$300,000, less statutory and voluntary deductions,
payable in accordance with the regular payroll
practices of the Company.
Discretionary Bonus: In addition, you are eligible to receive a
- -------------------- discretionary annual bonus, however, nothing in this
offer letter will entitle you to a discretionary bonus
payment, except that you shall be paid a guaranteed
bonus in respect of calendar year 2007 (the "2007
Guaranteed Bonus") in an amount equal to $450,000 in
cash. The 2007 Guaranteed Bonus will be paid in
January 2008. The description of the Company's bonus
plan does not amount to a contract of employment for
a definite period of time, and 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 by the
Company, you must be an active employee at, and not
have given or received notice of termination prior
to, the time of the bonus payment. For the sake of
clarity, you are not entitled to any portion of any
discretionary bonus if your employment terminates
for any reason prior to the payment of any such
bonus, except, in the case of the 2007 Guaranteed
Bonus, as provided below.
Co-invest: Within six months following your Start Date, and
- ---------- subject to compliance with the Company's trading
policy and applicable law, it is understood that you
will purchase 35,000 shares of Aircastle Limited at
market price on the date of purchase.
Benefits: Effective your first day of employment, you (and your
- -------- spouse, registered domestic partner and/or 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 generally made available by the Company
to employees,
Employment Offer Letter
Michael Inglese
Page 2
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.
In addition, the Company shall pay or reimburse to you
for up to $5,000 in legal fees and $2,000 in
accounting fees incurred by you in seeking advice on
this Agreement and related agreements.
Vacation: 20 days per year (prorated for 2007) in accordance
- --------- with the Company's vacation policy applicable to
employees, as amended from time to time.
Policies and Procedures: You agree to comply fully with all of the Company's
- ------------------------ policies and procedures applicable to employees, as
amended from time to time, copies of which shall be
provided to you or made available to you by
electronic means.
Certain Definitions: "Cause" means (i) the continued failure by you
- -------------------- substantially to perform your duties and obligations
to the Company, including without limitation,
repeated refusal to follow the reasonable directions
of the Company, knowing violation of law in the
course of performance of the duties of your
employment with the Company (or any subsidiary or
affiliate), engaging in misconduct which is
materially injurious to the Company (or any
subsidiary or affiliate), repeated absences from
work without a reasonable excuse, or intoxication
with alcohol or illegal drugs while on the Company's
(or any subsidiary's or affiliate's) premises during
regular business hours, which alcohol intoxication
prevents you from performing your duties (other than
any such failure resulting from your incapacity due
to physical or mental illness), provided that, with
respect to a continued failure substantially to
perform your duties and obligations to the Company
which does not include any of the specific actions
listed in this clause (i), you have received written
notice of such failure and have not cured such
failure within 30 days of receiving such notice;
(ii) fraud or material dishonesty against the
Company or any subsidiary or affiliate; (iii) a
conviction or plea of guilty or nolo contendere for
the commission of a felony or a crime involving
material dishonesty; or (iv) your willful failure to
comply with any material policies or procedures of
the Company as in effect from time to time provided
that you shall have been delivered a copy of such
policies or notice that they have been posted on a
Company, subsidiary or affiliate website prior to
such compliance failure, and provided that you have
received written notice of such compliance failure
and have not cured such failure within 30 days of
receiving such notice; or (v) your commission of any
material breach of any of the provisions or
covenants hereof, provided that you have received
written notice of such material breach and, if such
material breach is curable, have not cured such
material breach within 30 days of receiving such
notice.
With respect to any grants made to you under the
Amended and Restated Aircastle Limited 2005 Equity and
Incentive Plan, the foregoing definition of "Cause"
shall override the definition of "Cause" in such Plan.
"Good Reason" means (i) the Company's failure to pay
any portion of base salary or other agreed payments
within 30 days after the same are due; (ii) a
requirement for
Employment Offer Letter
Michael Inglese
Page 3
you to report to anyone other than the Chief
Executive Officer or President or the Board of
Directors (or committee thereof) of the Company;
(iii) if you shall receive less than $600,000 in
base salary, discretionary bonus and dividends on
unvested Aircastle Limited shares (if any) in any
calendar year, and shall resign within 60 days
following the end of such calendar year; (iv) any
change in your title as Chief Financial Officer or
any material diminution in duties and
responsibilities; or (v) any relocation of your
principal place of employment beyond the limits
described in Location above.
Employment You are an at-will employee. This employment offer
Relationship: letter is not a contract of employment for any
- ------------- specific period of time, and your employment may be
terminated by you or by the Company at any time for
any reason, no reason with or without prior notice
or Cause. Notwithstanding the foregoing, you agree
to provide the Company with at least 30 days advance
written notice of any resignation.
In the event that you are terminated by the Company,
then, provided you sign a separation agreement
prepared by the Company which includes a general
release of claims against the Company and its
subsidiaries and affiliates (a "Separation
Agreement"), but which otherwise does not increase any
of your post-termination obligations (whether under
this letter or the Agreement (as defined below)):
(i) if you are terminated without Cause, then:
(a) an amount equal to one year's
then-current salary, such amount to be
paid within thirty (30) days of such
termination; 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 2007 Bonus in full, you shall
be paid an amount equal to that portion
of your Guaranteed 2007 Bonus which then
remains unpaid (in addition to any base
salary or dividends that you may have
already received), such amount to be paid
within thirty (30) days of such
termination; and
(ii) if you are terminated for any other reason
(including Cause, or because of your death or
disability), then no termination payments
shall be made by the Company; provided that if
your employment is terminated because of your
death or disability prior to receiving the
Guaranteed 2007 Bonus in full, you will be
entitled to receive a pro rata portion of the
Guaranteed 2007 Bonus, based on the number of
days elapsed between the Start Date and such
termination as compared to the number of days
between the Start Date and December 31, 2007
(to the extent that such pro rata portion
exceeds any portion of the Guaranteed 2007
Bonus which has already been paid), such pro
rata portion to be paid within thirty (30)
days of such termination.
If you resign from the Company with Good Reason, then
clause (i) above will apply as if you were terminated
without Cause. If you resign for any other reason,
then no termination payments shall be made by the
Company.
Notwithstanding the foregoing provisions as to the
timing of payments following
Employment Offer Letter
Michael Inglese
Page 4
termination, if payment of a specified amount within
the stated time period would result in the
imposition of a tax on you by reason of the
application of Section 409A(a)(2)(B)(i) of the
Internal Revenue Code of 1986, as amended (the
"Code"), the Company shall pay the specified amount
to you on the earliest subsequent date that will
avoid the imposition of a tax under Section 409A of
the Code.
Your Representations: You represent that:
- ---------------------
(i) you are 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 its affiliates (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.
Certain Covenants: Enclosed is a Confidentiality, Developments and
- ------------------ No-solicitation Agreement ("Agreement") for your
review and execution. Your execution of the
Agreement is a term and condition of employment and
must be presented on your Start Date.
Entire Offer: This letter contains the entire terms of the Company's
- ------------ employment offer and supersedes all
prior statements, promises, agreements, covenants,
arrangements, communications, representations or
warranties, whether oral or written by any office,
manager, employee or representative of the Company
and is not subject to modification, except in
writing signed by the parties. In addition, you
represent and agree that you shall not be entitled
to any equity interest, profits interest or other
interest in any member of the Aircastle Group
(including any fund or other business managed by it
or any of its affiliates) except as set forth in a
writing signed by the Company. The Company's
affiliates are intended beneficiaries of your
agreement in this regard.
Governing Law; The Company's offer of employment shall be governed
Jurisdiction: by and construed in accordance with the laws of the
- ------------- State of Connecticut without regard to the
principles of conflicts of law thereof. THE PARTIES
HEREBY AGREE THAT EXCLUSIVE JURISDICTION WILL BE IN
A COURT OF COMPETENT JURISDICTION IN THE CITY OF
STAMFORD, CONNECTICUT, AND HEREBY WAIVE OBJECTION TO
THE JURISDICTION OR TO THE LAYING OF VENUE IN ANY
SUCH COURT.
* * * *
Employment Offer Letter
Michael Inglese
Page 5
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 April 12, 2007, the date on which the offer of
employment set out in this letter agreement shall expire if not accepted by you.
Very truly yours,
AIRCASTLE ADVISOR LLC
By: /s/ Ron Wainshal
------------------------------
Accepted and agreed to, this 12th day of April, 2007:
/s/ Michael Inglese
- ---------------------------------
MICHAEL INGLESE