Exhibit
10.23


 


AAR CORP.


 


Director Restricted Stock Agreement


(“Agreement”)


 


Subject to the provisions
of the AAR CORP. Stock Benefit Plan (“Plan”), the terms of which are hereby
incorporated by reference herein, and in consideration of the agreements of the
Grantee herein provided, AAR CORP. a Delaware corporation (“Company”), hereby
grants to «Name» (“Grantee”), a restricted stock award (“Award”), effective
«EffectiveDate» (“Date of Award”), of «Shares» shares of common stock (“Common
Stock”) of the Company, $1.00 par value (“Award Shares”), subject to the
forfeiture and nontransferability provisions hereof and the other terms and
conditions set forth herein:


 


1.             Restrictions. The Grantee
represents that he is accepting the Award Shares without a view toward
distribution of said Shares and that he will not sell, assign, transfer, pledge
or otherwise encumber the Award Shares during the period commencing on the Date
of Award and ending with respect to any specific shares of stock on the date
restrictions applicable to such shares are released pursuant to this Agreement
(“Restrictive Period”).


 


2.             Release of Restrictions. Subject
to the provisions of paragraph 3 below, the restrictions described in 1 above
shall be released with respect to 1/3 of the Award shares on each successive
anniversary of the Date of Award, except as follows:


 


(a)           If the Grantee’s membership on the
Company’s Board of Directors terminates by reason of death or Disability
occurring on or after the Date of Award and on or before the second anniversary
date thereof, the Restrictive Period shall terminate as to the difference
between half the total number of Award Shares and those Shares


 

















 


previously released. The remaining shares shall be forfeited and
returned to the Company.


 


(b)           If the Grantee’s membership on the
Company’s Board of Directors is terminated by reason of death or Disability
after the second anniversary of the Date of Award, the Restrictive Period shall
immediately terminate as to all of the Award Shares not previously released.


 


(c)           If the Grantee’s membership on the
Company’s Board of Directors is terminated by reason of Retirement prior to the
last day of the Restrictive Period, the Restrictive Period shall terminate in
accordance with the restriction release schedule set forth above as to the
Award Shares not previously released. For purposes of this Agreement,
Retirement means voluntary termination of membership on the Company’s Board of
Directors at or after reaching the age of 65 with not less than five (5)
consecutive years of service as a non-employee member of the Company’s Board of
Directors.


 


(d)           If the Grantee’s membership on the
Company’s Board of Directors terminates prior to the last day of the
Restrictive Period for any reason other than death, Disability or Retirement,
the Grantee shall forfeit and return to the Company all Award Shares not
previously released from the restrictions of Section 1 hereof.


 


(e)           If at any time prior to release from
restrictions hereunder, Grantee, without the Company’s express written consent,
directly or indirectly, alone or as a member of a partnership, group, or joint
venture or as an employee, officer, director, or greater than 1% stockholder of
any corporation, or in any capacity engages in any activity which is
competitive with any of the businesses conducted by the Company or


 


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its Affiliated Companies from time to time or at any time during the
Grantee’s membership on the Company’s Board of Directors, the Grantee shall
forfeit and return all Award Shares not previously released from the
restrictions of Section 1 hereof.


 


3.             Change in Control. In the
event the Grantee’s membership on the Company’s Board of Directors terminates
within one year following a Change in Control of the Company, whether or not
such change has the prior written approval of the Continuing Directors, the
Restrictive Period shall terminate as to all Award Shares not previously
released.


 


4.             Change in Outstanding Shares.
In the event of any change in the outstanding shares of Common Stock by reason
of any stock dividend or split, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change, the Award
Shares shall be treated in the same manner in any such transaction as other
shares of Common Stock. Any additional shares of stock received by Grantee with
respect to the Award Shares in any such transaction shall be subject to the
same restrictions as are then applicable to those Award Shares for which the
additional shares have been issued.


 


5.             Rights of Grantee. As the
holder of the Award Shares, Grantee is entitled to all of the rights of a
stockholder of AAR CORP. with respect to any of the Award Shares, when issued,
including, but not limited to, the right to receive dividends declared and
payable since the Date of Award.


 


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6.             Certificates. In aid of the
restrictions set forth in paragraph 1, certificates for the Award Shares,
together with a suitably executed stock power signed by the Grantee, shall be
held by a nominee of the Company for the account of Grantee until such
restrictions lapse pursuant to the terms hereof, or such Shares are forfeited
to the nominee of the Company as provided by the Plan or this Agreement. The
Grantee shall be entitled to possession of certificates representing the Award
Shares as to which such restrictions have terminated, and the Company agrees to
issue such separate certificates as are necessary to facilitate such
possession.


 


7.             Legend. The Company may, in
its discretion, place a legend or legends on any certificate representing Award
Shares issued to the Grantee that the Company believes is required to comply
with any law or regulation.


 


8.             Committee Powers. The
Committee may subject the Award Shares to such conditions, limitations or
restrictions as the Committee determines to be necessary or desirable to comply
with any law or regulation or with the requirements of any securities exchange.
At any time during the Restrictive Period, the Committee may reduce or
terminate the Restrictive Period otherwise applicable to all or any portion of
the Award Shares.


 


9.             Withholding Taxes. Upon the
Taxable Date of the Award, the Grantee shall remit to the Company an amount
necessary to satisfy applicable withholding


 


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requirements including those arising under state and federal income tax
laws prior to the delivery by the Company of any certificate or certificates
for shares. If the Grantee does not remit such amount, the Company may withhold
all or a portion of any compensation then or in the future owed to the Grantee
as necessary to satisfy such requirements.


 


The
Grantee may satisfy such withholding requirements in connection with such Award
in whole or in part by (i) directing the Company to withhold a portion of the
shares otherwise distributable to the Grantee or (ii) transferring to the
Company shares of Common Stock of the Company previously acquired by the
Grantee having a Fair Market Value on the date such shares are transferred to
the Company equal to the amount of such withholding or lesser portion thereof
as may be desired by the Grantee. A Grantee’s election pursuant to the
preceding sentence must be made on or prior to the date as of which income is
realized by the Grantee in connection with such Award and must be irrevocable. In
lieu of a separate election on each Taxable Date, the Grantee may file a
blanket election with the Committee which shall govern all future Taxable Dates
until revoked by the Grantee.


 


10.           Postponement of Exercise or
Distribution. Notwithstanding anything herein to the contrary, the
distribution of any portion of the Award Shares shall be subject to action by
the Board taken at any time in its sole discretion (i) to effect, amend or
maintain any necessary registration of the Plan or the Award Shares
distributable in satisfaction of this Award under the Securities Act of 1933,
as amended, or the securities laws of any applicable jurisdiction, (ii) to
permit any action to be taken in order


 


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to (a) list such Award Shares on a stock exchange if the Common Stock
is then listed on such exchange or (b) comply with restrictions or regulations
incident to the maintenance of a public market for its Shares of Common Stock,
including any rules or regulations of any stock exchange on which the Award
Shares are listed, or (iii) to determine that such Award Shares and the Plan
are exempt from such registration or that no action of the kind referred to in
(ii)(b) above needs to be taken; and the Company shall not be obligated by
virtue of any terms and conditions of this Award or any provision of this
Agreement or the Plan to issue or release the Award Shares in violation of the
Securities Act of 1933 or the law of any government having jurisdiction thereof.
Any such postponement shall not shorten the term of any restriction attached to
the Award Shares and neither the Company nor its directors or officers shall
have any obligation or liability to the Grantee or to any other person as to
which issuance under the Award Shares was delayed.


 


11.           Miscellaneous.


 


(a)           This
Agreement shall be continued, administered and governed in all respects under
and by the laws of the State of Illinois.


 


(b)           Capitalized
terms used herein and not defined herein will have the meaning set forth in the
Plan.


 


(c)           This
Agreement has been examined by the parties hereto, and accordingly the rule of
construction that ambiguities be construed against a party which causes a
document to be drafted shall have no application in the construction or


 


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interpretation hereof. If any part of this Agreement is held invalid
for any reason, the remainder hereof shall nevertheless remain in full force
and effect.


 


(d)           This
Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and any prior understanding or representation of any kind
antedating this Agreement concerning such subject matter shall not be binding
upon either party except to the extent incorporated herein. No consent, waiver,
modification or amendment hereof, or additional obligation assumed by either
party in connection herewith, shall be binding unless evidenced by a writing
signed by both parties and referring specifically hereto. No consent, waiver,
modification or amendment with respect hereto shall be construed as applicable
to any past or future events other than the one in respect of which it was
specifically made.


 


(e)           This
Agreement shall be construed consistent with the provisions of the Plan and in
the event of any conflict between the terms of this Agreement and the terms of
the Plan, the terms of the Plan shall control and any terms of this Agreement
which conflict with Plan terms shall be void.


 


IN
WITNESS WHEREOF, the Company has caused this Award to be granted as of the Date
of Award.


 


	
   

  	
  AAR CORP.

  	
   

  
	
   

  	
   

  	
  

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Howard A.
  Pulsifer, Vice President

  	
   

  



 


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The Grantee hereby
accepts the foregoing Restricted Stock Award and agrees to the terms and
conditions thereof on this          day
of                     ,
2006.


 


 


Grantee


 


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