Exhibit 10.12


 





 


December 23, 2020 


 


Martin Garmendia 


9321 SW 102 STREET 


MIAMI, FL 


33176 


 


 


RE: Continued AerSale Employment 


 


Dear Martin:


 


We are pleased to offer you continued employment
with AerSale, Inc. (together with any of its subsidiaries and affiliates as may employ you from time to time, the “Company”)
on the terms and conditions set forth in this letter (the “Letter”), to be effective upon the 23rd
day of December, 2020 as set forth below: 


 


		§	Title: Chief
Financial Officer reporting to Nicolas Finazzo.



 


		§	Base Salary:  Your Base Salary
will be paid at the biweekly rate of $11,538.46  (subject to any applicable withholdings),
payable in accordance with the Company’s normal payroll practices, and subject to review and adjustment from time to time. 



 


		§	Target Bonus:  Commencing
with fiscal 2021, you will have an annual incentive cash bonus opportunity equal to 50% of your Base Salary. Payment
of the cash bonus in any fiscal year, if any, will be subject to the terms and conditions of the applicable bonus program, as the
Company may establish from time to time (and will be subject to any applicable withholdings). Unless otherwise expressly provided
in such program or the Severance Plan (as defined below), you must remain employed with the Company through the date of payment
of any such bonus to be eligible to receive it. 



 


		§	Equity Awards:  You will be
eligible to receive equity awards under the Company’s equity incentive plan intended to be adopted in connection with or
following the Transaction, or any successor thereto, as determined by the Board of Directors of the Company (or a committee thereof)
from time to time in its sole discretion. 



 


		§	Employee Benefits:  You will
continue to be eligible to participate in the Company’s employee health, welfare, and other fringe benefit and
perquisite programs, each as may be in effect from time to time and in accordance with their terms. 



 


		§	Severance Plan:  You are eligible
to participate in the AerSale Corporation Severance Plan (the “Severance Plan”), a copy of which has been provided
to you. By signing this Letter, you are acknowledging such participation and your understanding that you are agreeing to all
of the terms and conditions of the Severance Plan, including certain promises and covenants contained in Section 7 of the Severance
Plan (which apply regardless of whether you receive any payments or benefits under the Severance Plan). You should read the entire
Severance Plan carefully. Under the Severance Plan your Severance Multiple, as that term is used therein, is One (1).



 


 


 



     


     


    

 


		§	CARES Act Limitations: You acknowledge
that the Company may be required to reduce compensation and benefits paid or provided to you under the Coronavirus Aid, Relief,
and Economic Security Act (as amended, the “CARES Act”). You expressly agree to cooperate with the Company to
effectuate any such reductions, solely to the extent required by the provisions of the CARES Act as applicable to the Company.




 


At-Will Nature of Employment: Although
we hope that your continued employment will be mutually rewarding for you and the Company, your employment with the Company is
 “at-will,” meaning that you or the Company may terminate your employment at any time and for any reason or no reason.
During your employment, you will devote your full-time best efforts and business time and attention to the business of the Company
and its subsidiaries. 


 


In consideration of this offer of continued
employment and your participation in the Severance Plan, by signing this letter where indicated below, you expressly acknowledge
and agree that this Letter shall supersede in its entirety that certain Employment Agreement, by and between you and the Company,
dated as of January, 01 2019 (the “Prior Agreement”), and that neither you, the Company, nor any other
person or entity shall have any liability (including, without limitation, any liability in the nature of severance or termination
pay) with respect to the Prior Agreement upon or following the closing of the Transaction. Notwithstanding the foregoing,
you remain eligible to receive a 2020 bonus as described in the Prior Agreement. For purposes of this Letter, the “Transaction”
refers to the transaction contemplated by that certain Amended and Restated Agreement and Plan of Merger, by and among Monocle
Acquisition Corporation, Monocle Merger Sub 1 Inc., Monocle Holdings Inc., Monocle Merger Sub 2 LLC, AerSale Corp., and, solely
in its capacity as the Holder Representative therein, Leonard Green & Partners, L.P., dated as of September 8, 2020, as the
same may be amended from time to time, pursuant to which, among other things, Monocle Merger Sub 2 LLC will merge with and into
AerSale Corp.


 


This Agreement may be assigned by the Company
to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company. Upon
such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate
or successor person. You may not assign your rights or obligations to another entity or person. 


 


This Letter, together with the Severance
Plan, constitutes our entire understanding and agreement regarding your continued employment by the Company, and supersedes all
prior negotiations, communications, understandings, and agreements relating to the subject matter contained herein or therein,
including, without limitation, the Prior Agreement. 


 


This Letter shall be interpreted and construed
in accordance with the laws of the State of Florida without regard to any conflicts of laws principles. 


 


We look forward to our continuing relationship. 


 


  


 



     


     


    

 


Please acknowledge your acceptance of the terms of this Letter
by signing where indicated below and returning an executed copy to Vanessa Machado, SVP of HR. 


 


Very truly yours, 


 


 


 


/s/ Nicolas Finazzo                                             





Nicolas Finazzo 

Chairman & Chief Executive Officer


 


 


 


ACKNOWLEDGED AND AGREED: 


 


 


/s/ Martin
Garmendia                                          


Martin
Garmendia