Exhibit 10.33


 


July 15, 2009


 


Jesse V. Crews


[Address]


 


Dear Jesse:


 


On behalf of Willis Lease
Finance Corporation (the “Company”), I am pleased to provide you with the
following offer to join our Company and become part of our senior management
team:


 


	
  Title:

  	
   

  	
  Executive
  Vice President- Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
  Base
  Salary:

  	
   

  	
  Your
  base salary will be $350,000 per year, less payroll deductions and required withholdings.
  You will be paid semi-monthly. Your salary, along with those of other
  executive officers of WLFC, will be reviewed by the Compensation Committee of
  the Board of Directors on an annual basis.

  
	
   

  	
   

  	
   

  
	
  Incentive

  	
   

  	
   

  
	
  Compensation:

  	
   

  	
  The 2009 Bonus Plan
  (the “Plan”) is designed to provide a bonus equal to a targeted percentage of
  your base salary. Your participation will be prorated based on the number of
  weeks you are employed from your actual start date through December 31,
  2009. Your target bonus percentage will be equal to 50% of your base salary.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Plan is based upon the Company achieving certain
  performance targets, which may change from year-to-year. The 2009 Bonus Plan
  is based on the achievement of a return on equity of 10.5%. Assuming the
  Company achieves this target, a bonus pool will be created to be divided up
  among all participants. The size of each participant’s share of the bonus
  pool is based on their base salary times their target bonus percentage as a
  percentage of the product of all participants’ base salaries times their
  target bonus percentages. We would be happy to discuss the 2009 Bonus Plan
  with you in greater detail.

  



 

















 


	
   

  	
   

  	
  You will also be
  eligible to receive an additional discretionary bonus of up to 50% of your
  base salary as determined by the Compensation Committee of the Board based on
  the recommendation of the CEO.

  
	
   

  	
   

  	
   

  
	
  Restricted
  Stock

  	
   

  	
   

  
	
  Grant:

  	
   

  	
  Subject
  to the terms and conditions of the 2007 Stock Incentive Plan within 30 days
  of your start date you will be granted 10,000 restricted shares of Company
  common stock.  One-fourth of these
  shares will vest and in equal increments on each one-year anniversary of the
  grant date through the fourth anniversary, provided that you are employed by
  the Company on each such anniversary date.  
  In addition, you will be eligible to participate in the Company’s
  ongoing equity compensation plan, which could result in annual awards of
  additional restricted shares based upon Company and individual performance.

  
	
   

  	
   

  	
   

  
	
  Benefits:

  	
   

  	
  You
  will be entitled to participate in such employment benefits as are generally
  available to senior managers of the Company (provided, of course, that you
  meet the standard eligibility requirements, as applicable), including:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a)                                      Vacation.  Four weeks
  vacation on an annual basis pro-rated for 2009 based on your start date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b)                                     Company Medical, Dental and Vision
  Plans.  The cost of these plans varies slightly
  based upon whether you select the HMO or PPO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c)                                      401(k) Plan. 
  The Company has a 401(k) plan that permits a wide variety of
  investment selections and allows you to administer your account via the
  Internet or over the phone 24 hours per day. 
  The employee’s first 8% of deferrals is matched on a 50% basis.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  e)                                      Employee Stock Purchase Plan. 
  This Plan is designed to provide employees an opportunity to purchase
  shares of Company common stock every 6 months at a 15% discount from the
  market value of the stock.  An employee
  may commit from 1 — 10% of his/her base salary via payroll deductions and may
  purchase a maximum of 500 shares each 6-month period.

  



 


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  f)                                        Short-Term Disability. 
  Provides 60% of the employee’s salary up to a maximum payment of
  $3,500 per week for 18 weeks.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  g)                                     Long-Term Disability.  
  Provides 60% of the employee’s salary up to a maximum benefit of
  $15,000 per month while you continue to be disabled, until age 65.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  h)                                     Group Life Plan. 
  Plan provides coverage of 1x earnings up to $550,000.  Employees have the option to purchase
  additional life insurance via the Supplemental Life Insurance Option.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  i)                                         Travel Accident Insurance.  
  Pays a death benefit of $1 million for both business and personal
  travel.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  j)                                         Employee
  Assistance Plan.  Confidential
  counseling service for employees and dependents.

  
	
   

  	
   

  	
   

  
	
  Start
  Date:

  	
   

  	
  On
  or about July 29, 2009.  We will
  work with you to be as flexible as possible with respect to your start date.

  



 


This
offer is subject to the approval of the Company’s Board of Directors, which is
expected to be obtained on or about July 20, 2009.


 


For
purposes of federal immigration law, you will be required to provide
documentary evidence of your identity and eligibility for employment in the
United States.  Such documentation must
be provided to us within three business days of your start date.


 


Your
employment with the Company will be “at will” and not for a specified
term.  This means that the Company may
terminate your employment at any time and you may terminate your employment at
any time with or without cause, for any reason or for no reason, with or without
notice.  Any contrary representations or
agreements which may have been made to you are superseded by this offer
letter.  Although your job duties, title,
compensation and benefits, as well as the Company’s personnel policies and
procedures, may change from time to time, the “at will” nature of your
employment only may be changed in an express written agreement signed by you
and a duly Company authorized officer.


 


By
signing this offer letter, you represent and warrant that (i) you are not
a party to any employment agreement or other contract or arrangement that
prohibits or restricts, in any way, your full-time employment with WLFC, (ii) you
will not disclose any trade secrets


 


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or
confidential information of any third party to the Company, and (iii) you
do not know of any conflict that would restrict your employment with WLFC.


 


I
look forward to hearing from you soon. 
Please feel free to call if you have any questions.


 


To
indicate your acceptance of our offer, please sign and date the enclosed copy
of this letter in the space provided and return it to me.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/
  Thomas C. Nord

  	
   

  
	
  Thomas
  C. Nord

  	
   

  
	
  Senior Vice President

  	
   

  



 


 


I ACCEPT
THE ABOVE OFFER:


 


	
  July 15, 2009

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Jesse V. Crews

  	
   

  
	
  Jesse
  V. Crews

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CC: Charles F. Willis

  	
   

  



 


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