exv10w8






Exhibit
10.8




Execution Version




EMPLOYMENT AGREEMENT




     EMPLOYMENT AGREEMENT dated as of February 5, 2010 (the “Effective Date”), by
and between Air Lease Corporation, a Delaware corporation with its principal place of business
at 2000 Avenue of the Stars, Suite 600N, Los Angeles, California 90067 (the “Company”),
and
Steven F. Udvar-Házy, c/o Air Lease Corporation, 2000 Avenue of
the Stars, Suite 600N, Los Angeles, California 90067 (the
“Executive”).



     WHEREAS the Company wishes to employ the Executive in the capacity of Chairman of
the Board and Chief Executive Officer, on the terms and subject to the conditions set forth
herein; and



     WHEREAS the Executive wishes to accept such employment;



     NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and for
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
do hereby agree as follows:



     1. Term. The Company hereby employs the Executive, and the Executive hereby
accepts such employment, for a term commencing as of the Effective Date and continuing until
June 30, 2013 (as may be amended from time to time, the “End Date”), unless sooner
terminated
in accordance with the provisions of Section 4 or Section 5 (the period during
which the
Executive is employed hereunder being hereinafter referred to as the “Term”).



     2. Duties. During the Term, the Executive shall be employed by the Company as
Chairman of the Board and Chief Executive Officer, and, as such, the Executive shall faithfully
perform for the Company the duties of said offices and shall perform such other duties of an
executive, managerial or administrative nature as shall he specified and designated from time to








 









 










time by the Board of Directors of the Company. The Executive shall devote substantially all of his
business time and effort to the performance of his duties hereunder.




      3. Compensation.




          3.1 Annual Salary. The Company shall pay the Executive during the Term a salary
at the rate of One Million Eight Hundred Thousand Dollars ($1,800,000) per annum (the “Annual
Salary”), in accordance with the customary payroll practices of the Company applicable to
senior executives. Beginning in the first quarter of 2011, the Annual Salary shall he reviewed by
the Compensation Committee of the Board of Directors (the “Compensation Committee”) at
least annually for anticipated annual increases, such increases, if any, to be determined in the
sole discretion of the Committee based on satisfactory performance of the Executive’s duties.




      3.2 Bonus.




               (a) Annual Bonus. During the Term, in addition to the Annual Salary, the
Executive shall have the opportunity to receive an annual bonus (the “Annual Bonus”) for each
calendar year ending during the Term. The Executive’s target Annual Bonus shall be one hundred
percent (100%) of his Annual Salary actually paid for such year and his maximum Annual Bonus shall
be two hundred percent (200%) of his Annual Salary actually paid for such year, but the actual
Annual Bonus shall be determined on the basis of the Company’s attainment of objective financial
performance metrics or a combination of the Company’s attainment of such financial performance
metrics and the Executive’s attainment of individual objectives, in each case as determined and
approved by the Compensation Committee. The Executive’s Annual Bonus with respect to the partial
calendar year in which the Effective Date occurs shall be prorated according to the Annual Salary
actually paid for such partial calendar year and may be determined on the basis of attainment of
individual objectives or subjective criteria approved







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by the Compensation Committee, but shall not, in any case, be less than One Million Six
Hundred Twelve Thousand Five Hundred Dollars ($1,612,500). The Annual Bonus shall be paid
in a lump sum, no later than March 15 of the calendar year following the calendar year to which
such bonus relates.




               (b) 144A Success Bonus. In the event that the Rule 144A Offering is
consummated, the Executive shall receive a one-time bonus in an amount equal to Five Hundred
Thousand Dollars ($500,000), payable in a lump sum on the tenth (10th) business day following the
closing of such offering. The “Rule 144A Offering” means the offerings and concurrent
private placements of shares of the Company’s Class A Common Stock, par value $0.01 per
share, and Class B Common Stock, par value $0.01 per share, pursuant to Rule 144A, Regulation
S and Regulation D under the Securities Act of 1933, as amended, contemplated by the
Company as of the date on which the Executive executed this Agreement (the “Execution Date”),
including, without limitation, shares of the Company’s capital stock issued to funds
managed by Ares Management LLC and Leonard Green & Partners, L.P., but excluding shares
of the Company’s capital stock issued prior to the Execution Date at a price per share of $2.00.



               (c) IPO Bonus. If a registration statement filed by the Company with
the U.S. Securities and Exchange Commission (the “SEC”) in respect of an initial public offering
of any class of the Company’s common stock becomes effective during the Term, the Executive
shall receive a bonus in an amount equal to ten percent (10%) of the Executive’s then current
rate of Annual Salary, payable in a lump sum on the tenth (10th) business day thereafter.



               (d) Three-Year Service Completion Bonus. If the Executive is
employed by the Company on the third anniversary of the Effective Date, the Executive shall







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receive a bonus in an amount equal to ten percent (10%) of the Executive’s then current rate of
Annual Salary, payable in a lump sum on the tenth (10th) business day thereafter.




               (e) Deferred Bonus Plan. It is the intention of the Company to
establish a Deferred Bonus Plan, pursuant to which employees of the Company shall have the
opportunity to receive a bonus in an amount equal to a percentage (to be specified in such plan or
an award agreement thereunder) of the aggregate amount of salary and annual bonus
compensation set forth on their Form W-2 issued by the Company with respect to a particular
calendar year (but excluding any amounts included in such W-2 that are attributable to equity
compensation or bonus compensation other than annual bonus compensation), which bonus shall
(i) vest on the third (3d) anniversary of the end of the applicable calendar year if an employee is
still employed by the Company on such anniversary and (ii) be paid on the tenth (10th) business
day thereafter. The Company intends that the bonus percentage for which the Executive shall be
eligible shall be nine percent (9%).



          3.3 Benefits. Except with respect to benefits of a type otherwise provided
for
under Section 3.4, the Executive shall be permitted during the Term to participate in any
group
life, accidental death, hospitalization or disability insurance plans, health programs, retirement
plans, fringe benefit programs and similar benefits, if any, that may be available to other senior
executives of the Company generally, on the same terms as such other executives, in each case to
the extent that the Executive is eligible under the terms of such plans or programs. Without
limiting the generality of the foregoing:




               (a) The Company shall provide the Executive with VIP employee
parking at the place of the Company’s principal offices.







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               (b) The Company shall pay, on behalf of the Executive, the premiums
associated with a team life insurance policy providing a benefit of Five Million Dollars
($5,000,000) payable to the Executive’s spouse or other beneficiary.



               (c) The Company shall establish a “safe harbor” qualified plan under
Section 401(k) of the Internal Revenue Code of 1986, as amended, and such plan shall provide
for the maximum employer matching contribution permissible under the applicable safe harbor
provisions.



          3.4 Grant of Equity Incentives. In the event that the Rule 144A Offering
closes and results in gross proceeds to the Company of at least $800 million (including as a result
of any exercise of the additional allotment by the initial purchaser and placement agent), the
Company shall, on the date of such closing, grant to the Executive options to purchase shares of
Class A Common Stock (“Options”) and restricted stock units in respect of shares of Class A
Common Stock (“RSUs”) under the Company’s equity incentive plan (the “Incentive
Plan”), in
amounts to be determined as follows:




               (a) If the Rule 144A Offering results in gross proceeds to the
Company of $1.0–1.2 billion (including as a result of any exercise of the additional allotment by
the initial purchaser and placement agent), the Company shall grant to the Executive One Million
Seven Hundred Fifty Thousand (1,750,000) Options and One Million Seven Hundred Fifty
Thousand (1,750,000) RSUs (each such respective grant of Options and RSUs, a “Base Award”).



               (b) If the Rule 144A Offering results in gross proceeds to the
Company of at least $800 million but less than $1.0 billion (including as a result of any exercise
of the additional allotment by the initial purchaser and placement agent), then the Company shall



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grant to the Executive Options and RSUs in the following amounts, as a percentage of the Base
Awards:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gross Proceeds	 	 	 	 	 	 
	Resulting from the	 	Percentage Applied to	 	Options to Be	 	 
	Rule 144A Offering	 	Each Base Award	 	Awarded	 	RSUs to Be Awarded
	At least $800 million
but less than $900
million
	 	 	80	%	 	 	1,400,000	 	 	 	1,400,000	 
	At least $900 million
but less than $1.0
billion
	 	 	90	%	 	 	1,575,000	 	 	 	1,575,000	 






               (c) If the Rule 144A Offering results in gross proceeds to the
Company in excess of $1.2 billion (including as a result of any exercise of the additional
allotment by the initial purchaser and placement agent), the Company shall grant to the
Executive Options and RSUs, in each case in an amount equal to the Base Award increased
proportionately by Twenty Thousand (20,000) RSUs and Twenty Thousand (20,000) Options,
respectively, for every increment of One Million (1,000,000) shares sold in excess of the number
of shares representing $1.2 billion of gross proceeds to the Company, calculated on the basis of
the weighted average share price of the shares sold in the Rule 144A Offering. Such increases
shall be automatic and shall not require any further action by the Board of Directors or its
Compensation Committee. By way of example only, in the event that 69.4 million shares of the
Company’s Class A Common Stock and Class B Common Stock were sold in the Rule 144A
Offering for aggregate gross proceeds of approximately $1.36 billion at a weighted average price
per share of $19.58, the Executive would receive an additional 162,260 RSUs and 162,260
Options, for total awards of 1,912,260 RSUs and 1,912,260 Options.



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               (d) The Options and the RSUs shall be subject to such terms and
conditions (including, without limitation, provisions relating to exercise price, vesting, method
of
exercise and payment, withholding, limited periods after termination of employment within
which the Options may be exercised, adjustments in the case of changes in capital structure,
nontransferability and rights of repurchase and first refusal) not inconsistent with the foregoing
and the Incentive Plan, as may be determined by the Compensation Committee in its sole
discretion; provided. that the Executive shall be entitled to elect to have
shares withheld to pay
the exercise price of the Options and to satisfy the statutory minimum tax withholding
obligations for the Options and the RSUs; and provided, further, that the RSUs
and Options shall
be subject to the vesting conditions set forth on Exhibit A attached hereto.
The general terms
and conditions of the grant of the Options and the grant of the RSUs shall be set forth in award
agreements (the “Options Agreement” and “RSU Agreement,”
respectively) to be entered into by
the Company and the Executive, and such award agreements shall evidence such grants. Subject
to this Section 3.4 and Sections 4 and 5 of this
Agreement, the Options and RSUs shall be
governed in all respects by the terms of the Incentive Plan and the applicable award agreement.



          3.5 Expenses. The Company shall pay or reimburse the Executive for
all
ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of
reimbursement, paid) by the Executive during the Term in the performance of the Executive’s
services under this Agreement, including, without limitation, appropriate industry association
fees, in accordance with the policies, practices and procedures of the Company applicable to
senior executives of the Company.




     4. Termination upon Death or Disability. If the Executive dies during
the Term, the
Term shall terminate as of the date of death, and the obligations of the Company to or with







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respect to the Executive shall terminate in their entirety upon such date except as
otherwise
provided under this Section 4. If the Executive by virtue of ill health or other disability is
unable
to perform substantially and continuously the duties assigned to him for more than one hundred
eighty (180) consecutive or non-consecutive days out of any consecutive twelve (12)-month
period, the Company shall have the right, to the extent permitted by law, to terminate the
employment of the Executive upon notice in writing to the Executive. Upon termination of
employment due to death or disability,




          (a) the Executive (or the Executive’s estate or beneficiaries in the case of the
death of the Executive) shall be entitled to receive:





(i) any Annual Salary and other benefits earned and accrued under this
Agreement prior to the date of termination (and reimbursement under this
Agreement for expenses incurred prior to the date of termination), as well
as any Annual Bonus earned with respect to a calendar year completed during
the Term but not yet paid, to be paid in a lump sum on the thirtieth (30th)
day following the date of such termination;




(ii) a prorated Annual Bonus with respect to the
calendar year in which such termination occurs, based on actual
performance, payable in a lump sum by March 15 of the calendar year
following the calendar year to which such bonus relates;




(iii) a deferred bonus pursuant to Section 3.2(e)
with respect to the calendar year in which such termination occurs,
which bonus shall vest in full and shall be paid in a lump sum on the
tenth (10th) business day following the date of such termination; and




(iv) any deferred bonuses granted but not yet paid pursuant to Section
3.2(e), with respect to years prior to the year in which such termination
occurs, which bonuses shall vest in full and shall be paid in a lump sum on
the tenth (10th) business day following the date of such termination;



          (b) to the extent not previously vested as of the date of such
termination, (i) the
Options shall be subject to accelerated vesting and become fully vested as of the date of
termination, and shall otherwise be exercisable pursuant to the terms and conditions set forth in









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the applicable Options Agreement, and (ii) the RSUs shall be subject to accelerated
time-vesting, but shall remain subject to any unmet performance conditions set forth in the applicable RSU
Agreement and, for this purpose, shall remain outstanding until the end of the applicable
performance period; and




          (c) the Executive (or, in the case of his death, his estate and beneficiaries) shall
have no further right to any other compensation or benefits hereunder on or after the
termination
of employment, or any other rights hereunder.




     5. Certain Terminations of Employment.



          5.1 Termination by the Company for Cause; Termination by the Executive Without Good
Reason.




          (a) For purposes of this Agreement, “Cause” shall mean the
Executive’s:





(i) conviction of, or plea of guilty or nolo contendere to, a felony; a
crime of moral turpitude, dishonesty, breach of trust or unethical business
conduct, or any crime involving the Company;




(ii) engagement during the performance of his duties hereunder, or
otherwise to the detriment of the Company, in willful misconduct, willful
or gross neglect, fraud, misappropriation or embezzlement;




(iii) repeated failure to adhere to the directions of the Board of
Directors, to adhere to the Company’s policies and practices or to devote
substantially all of his business time and efforts to the Company;




(iv) willful failure to substantially perform his duties properly
assigned to him (other than any such failure resulting from his
disability);




(v) breach of any of the provisions of Section
6; or




(vi) breach in any material respect of the terms and provisions of
this Agreement;


provided, that, in the event of a termination of the Executive’s employment
pursuant to clause
(iii), (iv), (v) or (vi), the Company shall provide the Executive
with a Notice of Termination at








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any time not more than thirty (30) days following the occurrence of any of the events described
in such clause (or, if later, the Company’s knowledge thereof), and the Executive
shall have
thirty (30) days following the provision of such Notice of Termination to cure the basis for
termination specified in such notice. A “Notice of Termination” means a written notice which
(I) indicates the specific termination provision in this Agreement relied upon, (II) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive’s employment under the provision so indicated and (III)
specifies the date on which the Executive’s employment shall terminate (which date shall be not
less than thirty (30) days or more than sixty (60) days after the giving of such notice).




          (b) The Company may terminate the Executive’s employment hereunder for
Cause pursuant to Section 5.1(a), and the Executive may terminate his
employment on no less
than thirty (30) days’ and no more than sixty (60) days’ written notice given to the Company. If
the Company terminates the Executive for Cause, or the Executive terminates his employment and the
termination by the Executive is not covered by Section 5.2(a), (i) the
Executive shall
receive Annual Salary and other benefits earned and accrued under this Agreement prior to the
termination of employment (and reimbursement under this Agreement for expenses incurred
prior to such termination), as well as any Annual Bonus earned with respect to a calendar year
completed during the Term but not yet paid, to be paid in a lump sum on the thirtieth (30th) day
following the date of such termination; (ii) any and all Options and RSUs not vested as of the
date of such termination shall be forfeited pursuant to the terms and conditions set forth in the
applicable Options Agreement and RSU Agreement, respectively; and (iii) the Executive shall
have no further rights to any other compensation or benefits hereunder on or after the termination
of employment, or any other rights hereunder.





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          5.2 Termination by the Company without Cause; Termination by the Executive
for Good Reason.



          (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise
consented to by the Executive,




(i) the material reduction of the Executive’s authority, duties
and responsibilities, or the assignment to the Executive of duties materially
inconsistent with the Executive’s position or positions with the Company;




(ii) a reduction in Annual Salary of the Executive; or




(iii) the relocation of the Executive’s office to more than thirty-five (35)
miles from the principal offices of the Company.


Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless the
Executive provides to the Company a Notice of Termination on account thereof (specifying a
termination date not less than thirty (30) days and not more than sixty (60) days after the giving
of such notice) no later than thirty (30) days after the time at which the event or condition
purportedly giving rise to Good Reason first occurs or arises, and (B) shall not be deemed to
exist at any time at which there exists an event or condition which could serve as the basis of a
termination of the Executive’s employment for Cause; and (ii) if there exists (without regard to
this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have
thirty (30) days from the date such Notice of Termination is given to cure such event or
condition and, if the Company does so, such event or condition shall not constitute Good Reason
hereunder.




          (b) The Company may terminate the Executive’s employment at any time for
any reason or no reason, and the Executive may terminate the Executive’s employment with the
Company for Good Reason pursuant to Section 5.2(a). If the Company terminates the



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Executive’s employment and the termination is not covered by Section 4 or 5.1, or the Executive
terminates his employment for Good Reason,





(i) the Executive shall receive Annual Salary and other benefits earned and
accrued under this Agreement prior to the date of termination (and reimbursement
under this Agreement for expenses incurred prior to the date of termination), as
well as any Annual Bonus earned with respect to a calendar year completed during the
Term but not yet paid, to be paid in a lump sum on the thirtieth (30th) day
following the date of such termination;




(ii) the Executive shall receive (A) a prorated Annual Bonus with respect to
the calendar year in which such termination occurs, based on actual performance and
payable in a lump sum by March 15 of the calendar year following the calendar year
to which such bonus relates, and (B) a deferred bonus pursuant to Section
3.2(e) with respect to the calendar year in which such termination occurs,
which bonus shall vest in full and shall be paid in a lump sum on the tenth (10th)
business day following the statutory period for revocation of the Release (as
defined below);




(iii) subject to compliance with the Executive’s covenants set forth in Section
6 below, (A) the Executive shall receive salary continuation at the rate of the
Annual Salary in effect as of the date of termination of employment, for the period
commencing on the date of termination and ending on the later of the End Date and
the second anniversary of the date of such termination (the “Continuation Period”),
payable in accordance with the customary payroll practices of the Company
applicable to senior e executives, (B) the Executive shall receive an amount equal
to the target Annual Bonus for each calendar year remaining in the Continuation
Period, beginning with the year following the year in which the termination of the
Executive’s employment occurred, (C) the Executive shall receive through the end of
the Continuation Period, continuing coverage under the group health plans in which
the Executive was participating at the time of termination of employment, (D) the
Company shall continue to pay the premiums for the Executive’s term life insurance
described in Section 3.3(c) through the end of the Continuation Period, and (E) any
deferred bonuses granted but not yet paid pursuant to Section 3.2(e), with respect
to years prior to the year in which the termination of the Executive’s employment
occurred, shall vest in full and shall be paid in a lump sum on the tenth (10th)
business day following the statutory period for revocation of the Release;




(iv) to the extent not previously vested as of the date of such termination,
(A) the Options shall be subject to accelerated vesting and become fully vested as
of the date of termination, and shall otherwise be exercisable pursuant to the
terms and conditions set forth in the applicable Options Agreement, and (B) the
RSUs shall be subject to accelerated time-vesting, but shall remain subject to any
unmet performance conditions set forth in the applicable RSU Agreement and, for
this



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purpose, shall remain outstanding until the end of the applicable performance
period; and




(v) the Executive shall have no further rights to any other compensation or
benefits hereunder on or after the termination of employment, or any other rights
hereunder.



          Notwithstanding the foregoing, it shall be a condition to the Executive’s right to
receive the amounts provided for in Section 5.2(b)(ii) and 5.2(b)(iii) that the Executive execute
and deliver to the Company a release of claims in substantially the form attached hereto as
Exhibit B (the “Release) within twenty-one (21) days following the date of termination of the
Executive’s employment and that the Executive not revoke such release within seven (7)
days thereafter.



          (c) Notwithstanding clause (iii)(C) of Section 5.2(b), (i) nothing herein shall
restrict the ability of the Company to amend or terminate the plans and programs referred to in
such clause (iii)(C) from time to time in its sole discretion, and (ii) the Company
shall in no
event be required to provide any benefits otherwise required by such clause (iii)(C)
after such
time as the Executive becomes entitled to receive benefits of the same type from
another
employer or recipient of the Executive’s services (such entitlement being determined without
regard to any individual waivers or other similar arrangements).



     6. Covenants of the Executive.



          6.1 Covenant Against Competition; Other Covenants. The Executive
acknowledges that (i) the principal business of the Company (which expressly includes for
purposes of this Section 6 (and any related enforcement provisions hereof), its
successors and
assigns) is aircraft and aviation equipment leasing (such business, and any and all other
businesses that after the Effective Date, and from time to time during the Term, become material
with respect to the Company’s then-overall business, herein being collectively referred to as the



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“Business”); (ii) the Company is one of the limited number of persons and entities who
have
developed such a business (the business of such a person or entity in competition with the
Company, a “Competing Business”); (iii) the Company’s Business is, in part, national
in scope;
(iv) the Executive’s work for the Company has given and will continue to give him access to the
confidential affairs and proprietary information of the Company; (v) the covenants and agreements
of the Executive contained in this Section 6 are essential to the business and
goodwill of the Company; and (vi) the Company would not have entered into this Agreement but
for the covenants and agreements set forth in this Section 6. Accordingly, the Executive
covenants and agrees that:



          (a) By and in consideration of the salary and benefits to be provided by the
Company hereunder, including the severance arrangements set forth herein, and further in
consideration of the Executive’s exposure to the proprietary information of the Company, the
Executive covenants and agrees that, during the period commencing on the Effective Date and
ending one (1) year following the date upon which the Executive shall cease to be an
employee of the Company and its affiliates (the “Restricted Period”), he shall not in the United
States, directly or indirectly, (i) engage in any element of a Competing Business or otherwise compete
with the Company or its affiliates, (ii) render any services to any person, corporation,
partnership or other entity (other than the Company or its affiliates) engaged in any element of a Competing
Business, or (iii) become interested in any such person, corporation, partnership or other entity
(other than the Company or its affiliates) as a partner, shareholder, principal, agent, employee,
consultant or in any other relationship or capacity; provided,
however, that, notwithstanding the
foregoing, the Executive may invest in securities of any entity, solely for investment purposes
and without otherwise participating in the business thereof, if (A) such securities are traded on



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any national securities exchange or the National Association of Securities Dealers, Inc.
Automated Quotation System, (B) the Executive is not a controlling Person of, or a member
of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own five
percent (5%) or more of any class of securities of such entity.



          (b) During and after the Restricted Period, the Executive shall keep secret and
retain in strictest confidence, and shall not use for his benefit or the benefit of others, except
in connection with the business and affairs of the Company and its affiliates, all confidential
matters relating to the Company’s Business and the business of any of its affiliates and to
the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or
indirectly from the Company or any of its affiliates, including, without limitation, information
with respect to (i) rates and expiration dates under aircraft- and aviation equipment-related
leases to which the Company is a party; (ii) the number and identities of airlines leasing aircraft or
aviation equipment from the Company, or otherwise making use of other services provided by
the Company; (iii) the number, type, remaining useful life, and value of aircraft owned by the
Company and/or its direct or indirect subsidiaries; (iv) profit or loss figures; and (v) customers,
clients, suppliers, sources of supply and lists of customers and potential customers (collectively,
the “Confidential Company Information”); and shall not disclose such Confidential Company
Information to anyone outside of the Company except with the Company’s express written
consent and except for Confidential Company Information which is at the time of receipt or
thereafter becomes publicly known through no wrongful act of the Executive or is received from
a third party not under an obligation to keep such information confidential and without breach of
this Agreement.



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          (c) During the Restricted Period, the Executive shall not, without the
Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the
employment or other service of the Company, or any of its affiliates, any employee or
independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or
entity) any employee or independent contractor who has left the employment or other service of
the Company or any of its affiliates within the one (1)-year period which follows the termination
of such employee’s or independent contractor’s employment or other service with the Company
and its affiliates. The immediately preceding sentence does not apply in respect of general
solicitations of employment, such as published advertisements not specifically directed
toward employees of the Company. During the Restricted Period, the Executive will not, whether for
his own account or for the account of any other person, firm, corporation or other business
organization, intentionally interfere with the Company’s or any of its affiliates’ relationship
with, or endeavor to entice away from the Company or any of its affiliates, any person who during the
Term is or was a customer or client of the Company or any of its affiliates.



          (d) All memoranda, notes, lists, records, property and any other tangible
product and documents (and all copies thereof), whether visually perceptible, machine-readable
or otherwise, made, produced or compiled by the Executive or made available to the Executive
concerning the business of the Company or its affiliates, (i) shall at all times be the property of
the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any
time upon its request, and (ii) upon the Executive’s termination of employment, shall be
immediately returned to the Company.




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          6.2 Rights and Remedies upon Breach.




          (a) The Executive acknowledges and agrees that any breach by him of any
of the provisions of Section 6.1 (the “Restrictive
Covenants” ) would result in irreparable injury and damage for which
money damages would not provide an adequate remedy. Therefore, if the
Executive breaches, or threatens to commit a breach of, any of the
provisions of Section 6.1, the Company and its affiliates shall have
the following rights and remedies to the extent permitted under applicable
law, each of which rights and remedies shall be independent of the other and
severally enforceable, and all of which rights and remedies shall be in
addition to, and not in lieu of, any other rights and remedies available to
the Company and its affiliates under law or in equity (including, without
limitation, the recovery of damages):




               (i) the right and remedy to have the Restrictive Covenants
specifically enforced (without posting bond and without the need to
prove damages) by any court having equity jurisdiction, including,
without limitation, the right to an entry against the Executive of
restraining orders and injunctions (preliminary, mandatory, temporary
and permanent) against violations, threatened or actual, and whether
or not then continuing, of such covenants; and



               (ii) the right and remedy to require the Executive to account for
and pay over to the Company and its affiliates all compensation,
profits, monies, accruals, increments or other benefits
(collectively, “Benefits”) derived or received by him as the
result of any transactions constituting a breach of the Restrictive
Covenants, and the Executive shall account for and pay over such
Benefits to the Company and, if applicable, its affected affiliates.



          (b) The Executive agrees that, in any action seeking specific performance or other
equitable relief, he will not assert or contend that any of the provisions of this
Section 6 are







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unreasonable or otherwise unenforceable. The existence of any claim or cause of action by the
Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement of the Restrictive Covenants.




     7. Other
Provisions.



          7.1 Severability. The Executive acknowledges and agrees that (i) he has had
an opportunity to seek advice of counsel in connection with this Agreement, and (ii)
the Restrictive Covenants are reasonable in geographical and temporal scope and in
all other respects. If it is determined that any of the provisions of this
Agreement, including, without limitation , any of the
Restrictive Covenants, or any part thereof, is invalid or unenforceable, the
remainder of the provisions of this Agreement shall not thereby be affected and
shall be given full effect, without regard to the invalid portions.




          7.2 Duration and Scope of Covenants. If any court or other decision-maker of
competent jurisdiction determines that any of the Executive’s covenants contained in
this Agreement, including, without limitation, any of the Restrictive Covenants, or
any part thereof, is unenforceable because of the duration or geographical scope of
such provision, then, after such determination has become final and unappealable,
the duration or scope of such provision, as the case may be, shall be reduced so
that such provision becomes enforceable and, in its reduced form, such provision
shall then be enforceable and shall be enforced.




          7.3 Enforceability; Jurisdiction; Arbitration.




          (a) The Company and the Executive intend to and hereby confer jurisdiction to
enforce the Restrictive Covenants set forth in Section 6 upon the courts of
any jurisdiction within the geographical scope of the Restrictive Covenants. If the
courts of any one or more of such jurisdictions hold the Restrictive Covenants
wholly unenforceable by reason of breadth of scope








18









 







or otherwise, it is the intention of the Company and the Executive that such determination not bar
or in any way affect the Company’s right, or the right of any of its affiliates, to the relief
provided above in the courts of any other jurisdiction within the geographical scope of such
Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective
jurisdiction, such Restrictive Covenants as they relate to each
jurisdiction being, for this purpose, severable, diverse and independent covenants, subject, where
appropriate, to the doctrine of res judicata. The parties hereby agree to waive any right to a
trial by jury for any and all disputes hereunder (whether or not relating to the Restricted
Covenants).




          (b) Any controversy or claim arising out of or relating to this Agreement or the breach of
this Agreement (other than a controversy or claim arising under Section 6, to the extent
necessary for the Company (or its affiliates, where applicable) to avail itself of the rights and
remedies referred to in Section 6.2) that is not resolved by the Executive and the Company
(or its affiliates, where applicable) shall be submitted to arbitration administered by
JAMS/Endispute in Los Angeles, California before a single arbitrator in accordance with the then
existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. The
determination of the arbitrator shall be conclusive and binding on the Company (or its
affiliates, where applicable) and the Executive, and judgment may be entered on the arbitrator’s
award in any court having jurisdiction. In the event of such an arbitration proceeding, the
Executive and the Company shall select a mutually acceptable neutral arbitrator from among the
JAMS/Endispute panel of arbitrators. In the event the Executive and the Company cannot agree on an
arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator. Neither the Executive
nor the Company nor the arbitrator shall disclose the existence, content, or results of any
arbitration hereunder without the prior written consent of all parties. Except as provided







19









 







herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all
proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if
applicable) of the state of California, or federal law, or both, as applicable, and the
arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall
have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any
party and shall apply the standards governing such motions under the Federal Rules of Civil
Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof.
Judgment upon the award may be entered in any court having jurisdiction thereof.




          7.4 Section 409A of the Code.




          (a) Certain payments and benefits under this Agreement are intended
to be exempt from the application of Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), while other payments hereunder may
constitute “nonqualified deferred compensation” within the meaning of Section
409A, the payment of which is intended to comply with Section 409A. To the
extent applicable, this Agreement shall be interpreted in accordance with
Section 409A of the Code and Department of Treasury regulations and other
interpretive guidance issued thereunder (collectively, “Section 409A”).
Notwithstanding any provision of this Agreement to the contrary, if the Company
determines that any compensation or benefits payable under this Agreement may
be subject to Section 409A, the Company the company may, with the Executive’s
prior written consent, adopt such amendments to this Agreement or adopt other
policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Company determines are
necessary or appropriate to (i) exempt the compensation and benefits payable
under this Agreement from Section 409A and/or preserve










20









 







the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements
of Section 409A.




          (b) Any reimbursement pursuant to the provisions of this Agreement will be paid no
later than the last day of the calendar year following the calendar year in which
the expense was incurred. The amount of expenses eligible for reimbursement or
in-kind benefits provided, during a calendar year will not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other
calendar year. Any reimbursement to be made or in-kind benefit to be provided
pursuant to the provisions of this Agreement is not subject to liquidation or
exchange for another benefit.




          (c) The Executive shall not receive any amounts set forth in Section
5.2(b) unless the termination of the Executive’s employment constitutes a
“separation from service” within the meaning of Section 409A.




          (d) Nothing in this Agreement shall create any obligation on the part of the Company
or any of its affiliates to indemnify, reimburse, gross up, or otherwise compensate
the Executive for any taxes, interest, penalties, costs, losses, damages, or
expenses arising out of any violation of Section 409A or any corresponding provision
of state, local, or foreign law.




          (e) Each payment under this Agreement shall be designated as a “separate payment”
within the meaning of Section 409A.




          (f) Notwithstanding anything to the contrary in this Agreement, no compensation or
benefits, including without limitation any severance payments or benefits payable
under Section 5.2(b) hereof, shall be paid to the Executive
during the six (6)-month period following the Executive’s “separation from service”
(within the meaning of Section 409A(a)(2)(A)(i) of the Code) if the Company
determines that paying such amounts at the time









21









 







or times indicated in this Agreement would be a prohibited distribution under Section
409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the
previous sentence, then on the first business day following the end of such six (6)-month period
(or such earlier date upon which such amount can be paid under Section 409A without resulting in a
prohibited distribution, including as a result of the Executive’s death), the Company shall pay the
Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable
to the Executive during such period, plus interest credited at the applicable federal rate in
effect as of the date of termination of the Executive’s employment provided for in Section
7872(f)(2)(A) of the Code.




          7.5 Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or express
mail, postage prepaid. Any such notice shall be deemed given when so delivered
personally, telegraphed, telexed or sent by facsimile transmission or, if mailed,
five days after the date of deposit in the United States mails as follows:




          (a) If to the Company, to:



Air Lease
Corporation
 2000 Avenue
of the Stars
 Suite 600N

Los Angeles, California 90067

Attention: John L. Plueger

                  President and Chief Operating Officer

Copy:        Grant A. Levy

                  Executive Vice President and General Counsel

Telephone: (310) 553-0555

Facsimile: (310) 553-0999









22









 







with a copy (which shall not constitute notice) to:



Munger, Tolles & Olson, LLP

355 South Grand Avenue

35th Floor

Los Angeles, California 90071

Attention: Mark H. Kim

Telephone: (213) 683-9144

Fax: (213) 683-5144




          (b) If to the Executive, to:



Steven F. Udvar-Házy

c/o Air Lease Corporation

2000 Avenue of the Stars

Suite 600N

Los Angeles, California 90067

Telephone: (310) 553-0555

Facsimile: (310) 553-0999



Any such person may by notice given in accordance with this Section 7.5 to the other
parties hereto designate another address or person for receipt by such person of notices hereunder.




          7.6 Entire Agreement. This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements, written or oral, with
respect thereto.




          7.7 Waivers and Amendments. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only by a written
instrument signed by the parties or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the
part of any party of any such right, power or privilege nor any single or partial
exercise of any such right, power or privilege, preclude any other or further
exercise thereof or the exercise of any other such right, power or privilege.









23









 








          7.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ANY PRINCIPLES
OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.




          7.9 Assignment. This Agreement, and the Executive’s rights and obligations
hereunder, may not be assigned by the Executive; any purported assignment by the
Executive in violation hereof shall be null and void. In the event of any sale,
transfer or other disposition of all or substantially all of the Company’s assets or
business, whether by merger, consolidation or otherwise, the Company may assign this
Agreement and its rights hereunder; provided, that, the assignee of or
successor to the Company assumes all of the Company’s obligations hereunder.




          7.10 Withholding. The Company shall be entitled to withhold from any
payments or deemed payments any amount of tax withholding it determines to be
required by law.




          7.11 No Duty to Mitigate. The Executive shall not be required to mitigate
damages or the amount of any payment provided for under this Agreement by seeking
other employment or otherwise, nor will any payments hereunder be subject to offset
in the event the Executive does mitigate.




          7.12 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors, permitted assigns, heirs,
executors and legal representatives.




          7.13 Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts (including by facsimile or .pdf or .tif attachment to
electronic mail), each









24









 







of which when so executed and delivered shall be an original but all such counterparts
together shall constitute one and the same instrument. Each counterpart may consist of two copies
hereof each signed by one of the parties hereto.




          7.14 Survival. Notwithstanding anything contained in this Agreement to the
contrary, the provisions of Sections 4, 5, 6, and 7,
shall survive termination of this Agreement and any termination of the Executive’s
employment hereunder.




          7.15 Existing Agreements. The Executive represents to the Company that he is
not subject or a party to any employment or consulting agreement, non-competition
covenant or other agreement, covenant or understanding which might prohibit him from
executing this Agreement or limit his ability to fulfill his responsibilities
hereunder.




          7.16 Headings. The headings in this Agreement are for reference only and
shall not affect the interpretation of this Agreement.




[Signature page follows.]





25









 








Execution Version




     IN WITNESS WHEREOF, the parties hereto have signed their names as of the date written below.



	 	 	 	 	 
	 	AIR LEASE CORPORATION 

 	 
	 	By:  	/s/ John L. Plueger
 	 
	 	 	Name:  	John L. Plueger 	 
	 	 	Title:  	President and Chief Operating Officer 	 
	 
	 	Dated: May 10, 2010 	 
	 
	 	STEVEN F. UDVAR-HÁZY

 	 
	 	/s/ Steven F. Udvar-Házy
 	 
	 	 	 
	 	Dated: May 10th, 2010	 



 









 








Execution Version




EXHIBIT A




VESTING CONDITIONS FOR EQUITY AWARDS




	 	 	The RSUs will vest in cumulative installments as follows:
	 
	•	 	25% of the RSUs (the “First Tranche”) will vest in full upon the first
anniversary of the completion of the Rule 144A Offering (the “First Anniversary Date”) so
long as the Company has attained, as of the First Anniversary Date, at least 2% growth in
book value per share over the book value per share immediately following the completion
of the Rule 144A Offering (the “Initial Book Value), determined in accordance with U.S.
generally accepted accounting principles (“GAAP”);
	 
	•	 	25% of the RSUs (the “Second Tranche”) will vest in full, and any
unvested RSUs from the First Tranche will vest in full, upon the second anniversary of
the completion of the Rule 144A Offering (the “Second Anniversary Date”) so long as the
Company has attained, as of the Second Anniversary Date, at least 5.06% growth in book
value per share over the Initial Book Value, determined in accordance with GAAP;
	 
	•	 	25% of the RSUs (the “Third Tranche”) will vest in full, and any unvested
RSUs from the First Tranche and the Second Tranche will vest in full, upon the third
anniversary of the completion of the Rule 144A Offering (the “Third Anniversary Date”)
so long as the Company has attained, as of the Third Anniversary Date, at least 9.26%
growth in book value per share over the Initial Book Value, determined in accordance
with GAAP; and
	 
	•	 	25% of the RSUs (the “Fourth Tranche”) will vest in full, and any unvested
RSUs from the First Tranche, the Second Tranche and the Third Tranche will vest in full,
on the fourth anniversary of the completion of the Rule 144A Offering or on any date
thereafter up to and including the fifth anniversary of the completion of the Rule 144A
Offering so long as the Company has attained, as of such date, at least 13.63% growth in
book value per share over the Initial Book Value, determined in accordance with GAAP.
	 
	 	 	The Options will be subject to ratable vesting over three years.




 









 











EXHIBIT B




GENERAL RELEASE



     For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting
of Air Lease Corporation, a Delaware corporation (the “Company”), and each of its
partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors,
officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under
or in concert with them, or any of them, of and from any and all manner of action or actions, cause
or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises,
liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature
whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the
undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any
matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims
released herein include, without limiting the generality of the foregoing, any Claims in any way
arising out of, based upon, or related to the employment or termination of employment of the
undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract
of employment; any alleged torts or other alleged legal restrictions on the Company’s or a
Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any
federal, state or local statute or ordinance including, without limitation, Title VII of the Civil
Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act,
and the California Fair Employment and Housing Act. Nothing in this paragraph is intended to limit
the undersigned’s participation in any proceeding brought by any federal, state or other
governmental agency to the extent such participation is protected by law. Notwithstanding anything
to the contrary in this Release, this Release shall not operate to release any rights or claims of
the undersigned (i) to payments or benefits under Section 5.2(b) of that certain Employment
Agreement, dated as of February 5, 2010, between Air Lease Corporation and the undersigned (the
“Employment Agreement”), which is applicable to the payments and benefits provided in
exchange for this Release, (ii) to payments or benefits under the Options Agreement and RSU
Agreement (as defined in the Employment Agreement), or (iii) to accrued or vested benefits the
undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice,
program, contract or agreement with the Company.



     THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH
THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:




     “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.”


THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE
THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.




     IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS
HEREBY ADVISED AS FOLLOWS:



 









 






     (A) HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS
RELEASE;




     (B) HE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT;
AND




     (C) HE HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE THIS RELEASE, AND THIS RELEASE WILL BECOME EFFECTIVE UPON THE
EXPIRATION OF THAT REVOCATION PERIOD.



     The undersigned represents and warrants that he has received payment by the Company of
all compensation due as of the date of termination of his employment. The undersigned further
represents and warrants that there has been no assignment or other transfer of any interest in any
Claim which he may have against Releasees, or any of them, and the undersigned agrees to indemnify
and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages,
costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the result of any
such assignment or transfer or any rights or Claims under any such assignment or transfer. It is
the intention of the parties that this indemnity does not require payment as a condition precedent
to recovery by the Releasees against the undersigned under this indemnity.



     The undersigned agrees that should any person or entity file or cause to be filed any civil
action, suit, arbitration, administrative charge, or legal proceeding seeking equitable or
monetary relief in connection with any aspect of his employment relationship with the Company or
any other matter relating to the claims released by this Release, he will not seek or accept any
personal relief from or as the result of such civil action, suit, arbitration, administrative
charge, or legal proceeding.



     The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or
relating to any of the Claims released hereunder or in any manner asserts against Releasees, or
any of them, any of the Claims released hereunder, then the undersigned agrees to pay to
Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all
attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim.



     The undersigned further understands and agrees that neither the payment of any sum of money
nor the execution of this Release shall constitute or be construed as an admission of any
liability whatsoever by the Releasees, or any of them, who have consistently taken the position
that they have no liability whatsoever to the undersigned.




	 	 	IN WITNESS WHEREOF, the undersigned has executed this Release this
_______ day of
______________,
_____.





	 	 	 	 	 
	 	 	 
	 	
 	 
	 	 	 
	 	 	 
	 




B-2