AAR CORP. (NYSE:AIR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The agreement retains all of the other principal terms of
Mr.Storchs current employment agreement. In particular, the
agreement retains the following severance provisions:

If prior to a Change in Control (or later than 24 months
following a Change in Control), either the Company terminates
Mr.Storchs employment without Cause or Mr.Storch terminates his
employment for Good Reason, Mr.Storch is entitled to continued
payment of his base salary for 36 months and a lump sum payment
equal to three times the average of the cash incentive bonus
paid to him for the preceding three fiscal years of the
Company. Payments cease upon a breach of the confidentiality
and non-compete provisions set forth in the agreement (the
non-compete provisions remain in effect for the two-year period
following any such termination of employment); and

If Mr.Storchs employment is terminated within 24 months
following a Change in Control, either by the Company other than
for Cause or Disability or by Mr.Storch for Good Reason, he is
entitled to:

(i) an immediate lump-sum payment equal to the sum of (A)a
pro-rata portion of the bonus that would have been paid to him
had he remained employed until the end of the fiscal year and
all performance goals were met at target and (B)three times his
base salary and cash bonus for either the most recently
completed fiscal year prior to the termination or the preceding
fiscal year, whichever produces the higher amount;

(ii) continued coverage for Mr.Storch and his spouse under the
Companys welfare and fringe benefit plans for three years
following termination of employment (he and his spouse can
elect continued medical and dental coverage to COBRA at the end
of such three-year period);

(iii) a lump-sum payment of an amount equal to the lesser of
(A)three times the amount of Company contributions made under
the Retirement Savings Plan and the defined contribution
portion of the SKERP for the calendar year preceding the year
in which the termination occurs or (B)$1,526,405;

(iv) full vesting of all outstanding stock-based awards granted
under the Companys 2013 Stock Plan, with performance-based
restricted stock shares awarded based on the higher of the
target or actual Company performance through the employment
termination date (outstanding awards granted under the Companys
Stock Benefit Plan the Companys prior stock plan fully vest on
a Change in Control, regardless of whether a termination of
employment occurs); and

(v) reasonable legal fees incurred by Mr.Storch in enforcing
the agreement.

Mr.Storch can elect, with respect to any 280G excise tax,
either to receive the full amount of severance benefits and be
responsible for paying any excise tax or receive severance
benefits that are reduced to the maximum amount that can be
paid without triggering the excise tax.

Mr. Storchs agreement also contains the following termination
provisions, regardless of whether a Change in Control is
involved (these termination provisions are identical to the
termination provisions in Mr.Storchs current employment
agreement):

If Mr.Storchs termination is due to Retirement (i.e.,
his voluntary termination that does not result in the payment
of any severance benefits to the agreement), Mr.Storch may
enter into a consulting agreement with the Company for a term
of not less than one year to which he

will provide consulting services in return for a consulting fee
equal to 50% of his base salary in effect at his Retirement. He
and his spouse are also entitled to continued coverage under
the Companys medical, dental, welfare and executive health
programs for his and his spouses lifetime (or until he obtains
health coverage from a new employer); and

If Mr.Storchs employment terminates due to Disability, he will
receive payment to the Companys disability plans then in effect
(at a level no less favorable than that in effect on May31,
2014), and he will continue to receive coverage under the
Companys medical, dental and life insurance plans for three
years following such termination.

Any payment under the agreement in connection with Mr.Storchs
termination of employment that would be considered deferred
compensation under Section409A of the Internal Revenue Code
will be delayed six months following such termination to the
extent necessary to comply with Section409A.

The terms Change in Control, Cause, Good Reason and Disability
are defined in the agreement.

The foregoing description of the agreement is qualified in its
entirety by reference to the full text of the agreement, a copy
of which is filed with this Current Report on Form8-K as
Exhibit10.1 and incorporated herein by reference.

Amended and Restated Employment Agreement with John M.
Holmes

The Company entered into an amended and restated employment
agreement, effective June1, 2017, with Mr.Holmes, currently
Vice President of the Company and Chief Operating Officer of
the Companys Aviation Services business group.

Under the agreement, Mr.Holmes will become President and Chief
Operating Officer of the Company on June1, 2017. The agreement
provides for an increase in Mr.Holmess base salary to $564,600
and an increase to his maximum bonus opportunity under the
Companys annual cash incentive plan to 250% of base salary. The
agreement also provides that the target value of Mr.Holmes
long-term equity awards will be in the 50th-75th percentile of
similar awards to comparable executives in the Companys peer
group, unless otherwise determined by the Compensation
Committee.

The initial term of the agreement is for three years until
May31, 2020, and the agreement will automatically renew
thereafter for one-year periods unless either party gives 90
days advance notice.

The remaining terms and conditions of Mr.Holmess employment
remain unchanged from his current employment agreement. In
particular, the agreement retains the following severance
provisions:

If prior to a Change in Control (or later than 18 months
following a Change in Control), either the Company terminates
Mr.Holmes employment without Cause or Mr.Holmes terminates his
employment for Good Reason, Mr.Holmes is entitled to continued
payment of his base salary for 24 months and a lump sum payment
equal to two times the average of the cash incentive bonus paid
to him in the preceding two fiscal years of the Company.
Payments cease upon a breach of the confidentiality and
non-compete provisions set forth in the agreement (the
non-compete provisions remain in effect for the two-year period
following any such termination of employment); and

If Mr.Holmes employment is terminated within 18 months
following a Change in Control, either by the Company other than
for Cause or Disability or by Mr.Holmes for Good Reason, he is
entitled to:

(i) an immediate lump-sum payment equal to the sum of (A)a
pro-rata portion of the bonus that would have been paid to him
had he remained employed until the end of the fiscal year and
all performance goals were met at target and (B)two times his
base salary and cash bonus for either the most recently
completed fiscal year prior to the termination or the preceding
fiscal year, whichever produces the higher amount;

(ii) continued coverage for Mr.Holmes and his spouse under the
Companys welfare and fringe benefit plans for two years
following termination of employment (he and his spouse can
elect continued medical and dental coverage to COBRA at the end
of such two-year period);

(iii) full vesting of all outstanding stock-based awards
granted under the Companys 2013 Stock Plan, with
performance-based restricted stock shares awarded based on the
higher of the target or actual Company performance through the
employment termination date (outstanding stock-based awards
granted under the Companys Stock Benefit Plan the Companys
prior stock plan fully vest on a Change in Control, regardless
of whether a termination of employment occurs); and

(iv) reasonable legal fees incurred by Mr.Holmes in enforcing
the agreement.

If Mr.Holmes employment terminates due to Disability, he will
continue to receive coverage under the Companys medical, dental
and life insurance plans for two years following such
termination.

Any payment under the agreement in connection with Mr.Holmes
termination of employment that would be considered deferred
compensation under Section409A of the Internal Revenue Code
will be delayed six months following such termination to the
extent necessary to comply with Section409A.

The terms Change in Control, Cause, Good Reason and Disability
are defined in the agreement.

The foregoing description of the agreement is qualified in its
entirety by reference to the full text of the agreement, a copy
of which is filed with this Current Report on Form8-K as
Exhibit10.2 and incorporated herein by reference.

Retirement and Consulting Agreement with Timothy J.
Romenesko

The Company entered into a Retirement and Consulting Agreement
with Mr.Romenesko, its Vice Chairman and Chief Financial
Officer. Under the agreement, Mr.Romenesko will continue as
Vice Chairman and Chief Financial Officer until his retirement
on December31, 2017, and thereafter he will provide consulting
services to the Company for the one-year period beginning
January1, 2018. Mr.Romeneskos service on the Companys Board of
Directors will terminate when his current director term expires
on October11, 2017.

The agreement provides that Mr.Romeneskos severance and change
in control agreement with the Company will terminate on
December31, 2017 (or upon his earlier termination of
employment).

Until his retirement on December31, 2017, Mr.Romenesko will be
entitled to continued payment of his current salary, benefits
and perquisites, including the annual contribution under the
Companys non-qualified retirement plan and a pro-rata bonus
under the Companys annual cash incentive plan based on his
employment from June1, 2017 through December31, 2017, his
current target bonus opportunity of 50% of salary, and actual
Company performance.

Upon retirement from the Company on December31, 2017,
Mr.Romenesko will be entitled to continued coverage under the
Companys medical, dental, welfare and executive health plans
for his and his spouses lifetime (or until he obtains health
coverage from a new employer). During the one-year consulting
period after retirement from the Company, Mr.Romenesko will
report to the Companys Chief Executive Officer and provide
consulting services that include transition support for the
Companys successor Chief Financial Officer, assistance on MA
transactions and special accounting, financial or other
projects as may be assigned by the Chief Executive Officer.
During the one-year consulting period, Mr.Romenesko will
receive an annual retainer of $230,000, payable monthly;
general administrative/secretarial support; continued payment
of country club dues and fees; financial and tax planning
services and reimbursement of business

expenses; and continued coverage at active employee rates under
the Companys health and dental plans for his children.
Mr.Romenesko is subject to a non-compete provision during the
consulting period.

The foregoing description of the agreement is qualified in its
entirety by reference to the full text of the agreement, a copy
of which is filed with this Current Report on Form8-K as
Exhibit10.3 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.