exv10w10






Exhibit
10.10




Execution Copy




EMPLOYMENT AGREEMENT




     EMPLOYMENT AGREEMENT dated as of March 29, 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
John L. Plueger, 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 President,
Chief Operating Officer and director, 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
President and Chief Operating 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 be 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 in such capacities hereunder. In addition, if
nominated and elected to the Board of Directors of the Company, the Executive hereby agrees to
serve as a member of the Board.




     3. Compensation.



          3.1 Annual Salary. The Company shall pay the Executive during the Term a
salary at the rate of One Million Five Hundred Thousand Dollars ($1,500,000) 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 be 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
eighty percent (80%) of his Annual Salary actually paid for such year and his maximum Annual
Bonus shall be one hundred twenty percent (120%) 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



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be determined on the basis of attainment of individual objectives or subjective criteria
approved
by the Compensation Committee. 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) 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.



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



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          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 employee parking
at the place of the Company’s principal offices.



               (b) The Company shall purchase, on behalf of the Executive, a term
life insurance policy providing a benefit of Two Million Dollars ($2,000,000) 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 (as
defined below) 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 Class A Common Stock, par value $0.01 per share, of the Company (“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:





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               (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 Seven
Hundred Thousand (700,000) Options and Seven Hundred Thousand (700,000) 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
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	%	 	 	560,000	 	 	 	560,000	 
	At least $900 million
but less than $1.0
billion
	 	 	90	%	 	 	630,000	 	 	 	630,000	 






               (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 by a
percentage equal to the percentage represented by (I) the amount of gross proceeds resulting
from the Rule 144A Offering (including as a result of any exercise of the additional allotment by
the initial purchaser and placement agent) in excess of $1.2 billion, divided by (II) $1.2 billion.




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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, if the Rule 144A Offering results
in gross proceeds to the Company of $1.36 billion (including as a result of any exercise of the
additional allotment by the initial purchaser and placement agent), the Executive’s equity awards
would increase to 793,334 RSUs and 793,334 Options.




               (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 he 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. The “Rule 144A Offering”
means the offerings and concurrent private placements of shares of the
Company’s Class A Common Stock 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







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amended, contemplated by the Company as of the date on which the Executive executed this
Agreement (“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.




          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
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



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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(d) 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(d), 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 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 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. 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
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)




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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.




          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




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(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
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



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3.2(d) 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 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(d), 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 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




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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
“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




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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
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






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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.




          (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





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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.




          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):



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                    (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
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








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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 he, 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
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
jurisdictions, 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).







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          (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
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.








19









 








          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 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
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.





20











 






          (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 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.









21









 








          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:  Steven F. Udvar-Házy

Chairman and Chief Executive Officer


Telephone: (310) 553-0555

Facsimile: (310) 553-0999



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:



John L. Plueger

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.



22









 





          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.




          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.







23









 








          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 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.









24









 








          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 Copy




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



	 	 	 	 	 
	 	AIR LEASE CORPORATION

 	 
	 	By:  	/s/ Steven F. Udvar-Házy
 	 
	 	 	Name:  	Steven F. Udvar-Házy 	 
	 	 	Title:  	Chairman   and   Chief
Executive Officer 	 
	 	
Dated:     May 10, 2010
 	 
	 
	 	JOHN L. PLUEGER

 	 
	 	/s/ John L. Plueger
 	 
	 	
Dated:     May 10, 2010 	 
	 	 	 



 









 






	 	 	 	 	 



Execution Copy




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 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.





 









 





Execution Copy




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 March 29, 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