Aircastle Limited (NYSE:AYR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
(e) Adoption of a Material Compensatory Arrangement
On September1, 2017 the Compensation Committee (the “Committee”) of the Board of Directors of Aircastle Limited (the “Company”) approved a Form of Employment Agreement (the “Employment Agreement”) between Aircastle Advisor LLC and certain executive officers of the Company (each, an “Executive”). The Company expects to enter into Employment Agreements substantially in such form with the following Executives: Michael Inglese, Chief Executive Officer, Christopher Beers, General Counsel, Aaron Dahlke, Chief Financial Officer and Michael Kriedberg, Chief Commercial Officer. The following description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, filed as Exhibit 10.1 hereto and incorporated herein.
The initial term of the Employment Agreement will continue for three years for Mr.Inglese and one year for Messrs. Beers, Dahlke and Kriedberg, provided that upon the expiration of the initial term and on each anniversary thereafter, the Employment Agreement will be renewed for an additional one-year period unless the Company or the Executive provides at least 60 days’ advance written notice that the term will not be extended.
to the terms of the Employment Agreement, in addition to base salary, the Executive will be eligible to receive for each calendar year (i)a target annual cash bonus award (the “Annual Bonus”) equal to 50% of the Executive’s then-current base salary and (ii)a target annual equity award (the “Annual Equity Award”) for Mr.Inglese equal to 200% (50% for Messrs. Beers, Dahlke and Kriedberg) of the Executive’s then-current base salary. The actual amount of the Annual Bonus and the Annual Equity Award will be determined based on the achievement of performance criteria relating to both the Executive and the Company, as determined each year in good faith by the Committee following consultation with Executive. The Annual Equity Award may be in the form of restricted shares, restricted share units or other equity-based awards and will vest in equal tranches on January1 of each of the first three calendar years following the date of grant, generally subject to the Executive’s continued employment with the Company as of the applicable vesting date. Notwithstanding the foregoing, for 2017, the targeted amount of the Annual Equity Award will be reduced by 50% and in lieu thereof, Executive has received (or will receive) a long-term equity award in the form of performance share units with a targeted equity award value for Mr.Inglese equal to 367%, (200% for Messrs. Beers and Kriedberg and 150% for Mr.Dahlke) of the Executive’s then-current base salary. For 2018 and each year thereafter, any reduction in the performance share units or changes to the Annual Equity Award other than those described above will be subject to the express approval of the Executive and the Company.
In the event that the Executive’s employment is terminated by the Company without “cause” or as a result of the Company’s provision of a notice of non-renewal or by the Executive with “good reason” (each as defined in the Employment Agreement), and the Executive executes a general release of claims and complies with the applicable restrictive covenants, the Executive
will be entitled to an amount equal to the sum of the Executive’s base salary and target Annual Bonus for the year of termination (two times such amount if the termination occurs within 120 days prior to or within 24 months following a “change in control” (as defined in the Employment Agreement)), a pro-rata annual bonus for the year of termination based on actual performance (based on target performance if the termination occurs within 120 days prior to or within 24 months following a change in control), reimbursement of COBRA premiums for up to 12 months, and continued vesting of time-based equity awards to their original vesting schedule (immediate vesting of time-based equity awards if granted after the effective date of the Employment Agreement or in the event of a change in control). Any outstanding unvested performance share units and any other unvested equity-based awards held by the Executive will be treated in accordance with the terms and conditions of the applicable award agreement, except that for any performance shares awards contemplated by the Employment Agreement, the service component shall be deemed satisfied.
The Employment Agreement provides that the Executive will not compete with the Company for 6 months following the termination of the Executive’s employment for any reason. In addition, the Employment Agreement provides that the Executive will not solicit the employees, clients or customers of the Company for 12 months following the termination of the Executive’s employment for any reason.
Aircastle LTD ExhibitEX-10.1 2 d420767dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AIRCASTLE ADVISOR LLC EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into on ,…To view the full exhibit click here
About Aircastle Limited (NYSE:AYR)
Aircastle Limited is a holding company. The Company, through its subsidiaries, is engaged in investing in aviation assets, including acquiring, leasing, managing and selling utility commercial jet aircraft. The Company operates through leasing, financing, selling and managing commercial flight equipment segment. The Company’s aircraft portfolio consists of approximately 160 aircraft leased to over 50 lessees located in approximately 30 countries. Its aircraft fleet is managed by a team based in the United States, Ireland and Singapore. The Company’s aircraft portfolio includes passenger narrow-body aircrafts, passenger wide-body aircrafts and freighter aircrafts. The Company has operations in Europe, Asia and Pacific, North America, South America, and the Middle East and Africa. The Company also focuses on making investments in other aviation assets, including debt investments secured by commercial jet aircraft. Aircastle Limited (NYSE:AYR) Recent Trading Information
Aircastle Limited (NYSE:AYR) closed its last trading session up +0.36 at 21.35 with 259,203 shares trading hands.