Attached files

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S-1/A - FORM S-1/A - AIR LEASE CORPv57988a2sv1za.htm
EX-3.2 - EX-3.2 - AIR LEASE CORPv57988a2exv3w2.htm
EX-23.3 - EX-23.3 - AIR LEASE CORPv57988a2exv23w3.htm
EX-10.5 - EX-10.5 - AIR LEASE CORPv57988a2exv10w5.htm
EX-10.3 - EX-10.3 - AIR LEASE CORPv57988a2exv10w3.htm
EX-21.1 - EX-21.1 - AIR LEASE CORPv57988a2exv21w1.htm
EX-23.1 - EX-23.1 - AIR LEASE CORPv57988a2exv23w1.htm
EX-10.4 - EX-10.4 - AIR LEASE CORPv57988a2exv10w4.htm
EX-10.12 - EX-10.12 - AIR LEASE CORPv57988a2exv10w12.htm
EX-10.17 - EX-10.17 - AIR LEASE CORPv57988a2exv10w17.htm
Exhibit 10.18
AIR LEASE CORPORATION
GRANT NOTICE FOR 2010 EQUITY INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNITS
FOR GOOD AND VALUABLE CONSIDERATION, Air Lease Corporation (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Air Lease Corporation 2010 Equity Incentive Plan (the “Plan”), and the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan and provided to Participant, each as amended from time to time. Each restricted stock unit subject to this Award represents the right to receive one share of the Company’s Class A common stock, par value $0.01 (the “Common Stock”), subject to the conditions set forth in this Grant Notice, the Plan, and the Standard Terms and Conditions. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.
           
 
Name of Participant:
       
 
Grant Date:
       
 
Number of restricted stock units subject to the Award:
       
 
Vesting Schedule:
       
 
By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan, and the Standard Terms and Conditions.
             
AIR LEASE CORPORATION    
 
           
 
          Participant Signature
By
           
         
 
  Title:       Address (please print):
 
           
 
           
 
           
 
           
 
           
 
           

 


 

AIR LEASE CORPORATION
STANDARD TERMS AND CONDITIONS FOR
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNITS
These Standard Terms and Conditions apply to the Award of restricted stock units granted to non-employee Directors pursuant to the Air Lease Corporation 2010 Equity Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the Committee or the Board that specifically refers to these Standard Terms and Conditions. In addition to these Terms and Conditions, the restricted stock units shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
1.   TERMS OF RESTRICTED STOCK UNITS
 
    Air Lease Corporation, a Delaware corporation (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of a number of restricted stock units (the “Award” or the “Restricted Stock Units”) specified in the Grant Notice. Each Restricted Stock Unit represents the right to receive one share of the Company’s Class A common stock, $0.01 par value per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions and the Plan, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.
 
2.   VESTING OF RESTRICTED STOCK UNITS
 
    The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions or the Plan, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in Schedule A of the Grant Notice. Notwithstanding anything contained in these Standard Terms and Conditions to the contrary, upon the Participant’s Termination of Service for any reason (including by reason of death or Disability), any then unvested Restricted Stock Units (after taking into account any accelerated vesting under Schedule A of the Grant Notice and Section 14 of the Plan) held by the Participant shall be forfeited and canceled as of the date of such Termination of Service.
 
3.   SETTLEMENT OF RESTRICTED STOCK UNITS
 
    Vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable (but in all events no later than 30 days) following the earlier of (i) the first anniversary of the Grant Date of such Restricted Stock Units or (ii) the Participant’s Termination of Service for any reason.

 


 

4.   RIGHTS AS STOCKHOLDER
 
    The Participant shall have no voting rights or the right to receive any dividends with respect to shares of Common Stock underlying Restricted Stock Units unless and until such             shares of Common Stock are reflected as issued and outstanding shares on the Company’s stock ledger.
 
5.   RESTRICTIONS ON RESALES OF SHARES
 
    The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Stock issued in respect of vested Restricted Stock Units, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.
 
6.   INCOME TAXES
 
    The Participant will be responsible to pay all taxes that are imposed on him with respect to the Restricted Stock Units, and the Company will comply with its reporting obligations with respect to the Restricted Stock Units. Under current law, the Company will not have any tax withholding obligations with respect to Restricted Stock Units granted to non-employee Directors. If any tax withholding obligations become applicable with respect to these Restricted Stock Units, the Company shall not deliver shares in respect of any Restricted Stock Units unless and until the Participant has made arrangements satisfactory to the Committee to satisfy applicable withholding tax obligations. The Company may, at its option, elect to withhold Common Stock issuable in connection with the settlement of the Restricted Stock Units in satisfaction of such withholding tax obligations, and the Participant hereby consents to such withholding. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the delivery of the Restricted Stock Units from any amounts payable by it to the Participant.
 
7.   NON-TRANSFERABILITY OF AWARD
 
    The Participant represents and warrants that the Restricted Stock Units are being acquired by the Participant solely for the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Participant further understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Committee, the Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of.
 
8.   OTHER AGREEMENTS SUPERSEDED
 
    The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Restricted Stock

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    Units. Any prior agreements, commitments or negotiations concerning the Restricted Stock Units are superseded.
9.   LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS
 
    Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon settlement of the Restricted Stock Units. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s service nor limit in any way the Company’s right to terminate the Participant’s service at any time for any reason.
 
10.   GENERAL
 
    In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
 
    The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.
 
    These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
 
    These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.
 
    In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the Grant Notice shall control.
 
    All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion.

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11.   ELECTRONIC DELIVERY
 
    By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other electronic delivery.

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