exv10w4






Exhibit 10.4




FORM OF AMENDED RESTRICTED SHARE AGREEMENT

UNDER THE AMENDED AND RESTATED AIRCASTLE LIMITED

2005 EQUITY AND INCENTIVE PLAN




     This Award Agreement (this “Restricted Share Agreement”), dated as of                     , 2009 (the “Date
of Grant”), is made by and between Aircastle Limited, a Bermuda exempted Company (the “Company”)
and [                    ] (the “Participant”). Capitalized terms not defined herein shall have the meaning
ascribed to them in the Amended and Restated Aircastle Limited 2005 Equity and Incentive Plan (the
“Plan”). Where the context permits, references to the Company shall include any successor to the
Company.



     1. Grant of Restricted Shares. The Company hereby grants to the Participant the
number of Shares set out in Schedule 1 hereto in the column labeled “Restricted Share Grant” (such
shares, the “Restricted Shares”), subject to all of the terms and conditions of this Restricted
Share Agreement and the Plan.



     2. Lapse of Restrictions.



          (a) Vesting.




               (i) General. Subject to the provisions set forth below, the restrictions on
Transfer (as defined in Section 9 hereof) set forth in Section 2(b) hereof shall lapse with respect
to the number of Restricted Shares specified for each date under the columns labeled “Vesting
Dates” as set out in Schedule 1 hereto (each such date a “Vesting Date”), subject in each case to
the continued employment of the Participant by the Company or one of its Subsidiaries or Affiliates
from the date hereof through the relevant Vesting Date, and provided that the Participant has not
given notice of resignation, as of each such Vesting Date, subject to paragraph (ii) of this
Section 2(a).



               (ii) Following Certain Terminations of Employment. Subject to the next sentence,
upon termination of the Participant’s employment with the Company and its Subsidiaries and
Affiliates for any reason, any Restricted Shares in respect of which the restrictions on Transfer
described in this Section shall not already have lapsed shall be immediately repurchased by the
Company at a price equal to the par value per Share and neither the Participant nor any of the
Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any
further rights or interests in such Restricted Shares. Notwithstanding the foregoing:




     (x) in the event that the Participant’s employment with the
Company or a Subsidiary or Affiliate is terminated without Cause,
then the Restricted Shares (if any) which are due to vest at the
next Vesting Date shall vest on the date of such termination of
employment, and the restrictions on Transfer of such Restricted
Shares set out in Section 2(b) shall lapse, subject to the
Participant’s execution of a separation agreement prepared by the
Company (or any Subsidiary of Affiliate) which includes, inter alia,
a general release of claims;




     (y) in the event that the Participant’s employment is
terminated without Cause within 12 months following a Change of
Control, then 100% of the Restricted Shares that are not vested as
of the date of such termination shall immediately vest, and the
restrictions on Transfer of such Restricted Shares set out in
Section 2(b) shall lapse; and




     (z) in the event that the Participant’s employment with the
Company or a Subsidiary or Affiliate is terminated in connection
with the death or Disability of the Participant, then 100% of the
Restricted Shares that are not vested as of the date of such
termination shall immediately vest, and the restrictions on Transfer
of such Restricted Shares set out in Section 2(b) shall lapse.



 









 





          (b) Restrictions. Until the restrictions on Transfer of the Restricted Shares lapse
as provided in Section 2(a) hereof, or as otherwise provided in the Plan, no Transfer of the
Restricted Shares or any of the Participant’s rights with
respect to the Restricted Shares, whether voluntary or involuntary, by operation of law or
otherwise, shall be permitted. Unless the Administrator determines otherwise, upon any attempt to
Transfer Restricted Shares or any rights in respect of Restricted Shares, before the lapse of such
restrictions, such Restricted Shares, and all of the rights related thereto, shall be immediately
repurchased by the Company at a price equal to the par value per Share.




     3. Adjustments. Pursuant to Section 5 of the Plan, in the event of a change in
capitalization as described therein, the Administrator shall make such equitable changes or
adjustments as it deems necessary or appropriate to the number and kind of securities or other
property (including cash) issued or issuable in respect of outstanding Restricted Shares.



     4. Legend on Certificates. The Participant agrees that any certificate issued for
Restricted Shares (or, if applicable, any book entry statement issued for Restricted Shares) prior
to the lapse of any outstanding restrictions relating thereto shall bear the following legend (in
addition to any other legend or legends required under applicable federal and state securities
laws):




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER
AND RIGHTS OF REPURCHASE (THE “RESTRICTIONS”) AS SET FORTH IN THE AIRCASTLE LIMITED 2005
EQUITY AND INCENTIVE PLAN AND A RESTRICTED SHARE AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND AIRCASTLE LIMITED, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF
THE COMPANY. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS,
INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE
NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF SUCH SHARES AS
PROVIDED BY SUCH PLAN AND AGREEMENT.



     5. Certain Changes. The Administrator may accelerate the date on which the
restrictions on transfer set forth in Section 2(b) hereof shall lapse or otherwise adjust any of
the terms of the Restricted Shares; provided that, subject to Section 5 of the Plan, no action
under this Section shall adversely affect the Participant’s rights hereunder.



     6. Notices. All notices and other communications under this Restricted Share
Agreement shall be in writing and shall be given by facsimile or first class mail, certified or
registered with return receipt requested, and shall be deemed to have been duly given three days
after mailing or 24 hours after transmission by facsimile to the respective parties, as follows:
(i) if to the Company, c/o Aircastle Advisor LLC, 300 First Stamford Place, 5th Floor,
Stamford, CT 06902, Attn: General Counsel and (ii) if to the Participant, using the contact
information on file with the Company. Either party hereto may change such party’s address for
notices by notice duly given pursuant hereto.



     7. Securities Laws Requirements. The Company shall not be obligated to issue Shares
to the Participant free of the restrictive legend described in Section 4 hereof or of any other
restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate the
Securities Act of 1933, as amended (the “Securities Act”) (or any other federal or state statutes
having similar requirements as may be in effect at that time).



     8. No Obligation to Register. The Company shall be under no obligation to register
the Restricted Shares pursuant to the Securities Act or any other federal or state securities laws.



     9. Protections Against Violations of Agreement. Until such time as the Restricted
Shares are fully vested in accordance with Section 2(a) hereof, no purported sale, assignment,
mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or
other) or other disposition of, or creation of a security interest in or lien on, any of the
Restricted Shares or any agreement or commitment to do any of the foregoing (each a “Transfer”) by
any holder thereof in violation of the provisions of this Restricted Share Agreement will be valid,
except with the prior written consent of the Board of Directors of the Company (such consent shall
be granted or withheld in the sole discretion of the Board of Directors).


Any purported Transfer of Restricted Shares or any economic benefit or interest therein in
violation of this Restricted Share Agreement shall be null and void ab initio, and shall not create
any obligation or liability of the Company, and


 









 






any person purportedly acquiring any Restricted
Shares or any economic benefit or interest therein transferred in violation of this Restricted
Share Agreement shall not be entitled to be recognized as a holder of such Shares.



Without prejudice to the foregoing, in the event of a Transfer or an attempted Transfer in
violation of this Restricted Share Agreement, the Company shall have the right (in its sole
discretion) to require a repurchase from the Participant of such Restricted Shares the subject of
the Transfer or attempted Transfer at a price per Share equal to the par value per Share.




     10. Taxes. The Participant understands that he or she (and not the Company) shall be
responsible for any tax liability that may arise as a result of the transactions contemplated by
this Restricted Share Agreement. The Participant shall pay to the Company promptly upon request,
and in any event at the time the Participant recognizes taxable income in respect to the Restricted
Shares, an amount equal to the taxes the Company determines it is required to withhold at the
lowest applicable rate determined by the Company under applicable tax laws with respect to the
Restricted Shares. The Participant may satisfy the foregoing requirement by making a payment to
the Company in cash or, with the approval of the Administrator, in its sole discretion, by electing
to have the Company repurchase Shares which the Participant already owns and in such event the
Company shall repurchase such number of Shares having a value equal to the minimum amount of tax
required to be withheld. Such Shares shall be valued at their Fair Market Value on the date as of
which the amount of tax to be withheld is determined. Any fractional amounts shall be settled in
cash.


The Participant acknowledges that the tax laws and regulations applicable to the Restricted Shares
and the disposition of the Restricted Shares following vesting are complex and subject to change,
and it is the sole responsibility of the Participant to obtain his or her own advice as to the tax
treatment of the terms of this Restricted Share Agreement.





BY SIGNING THIS AGREEMENT, THE PARTICIPANT REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS
OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH
ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS.
THE PARTICIPANT UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE
RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.



     11. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Restricted Share Agreement shall in no way be construed to be a waiver
of such provision or of any other provision hereof.



     12. Confidentiality. The Participant acknowledges and agrees to comply with the
confidentiality covenant in his or her employment letter or confidentiality, developments and
no-solicitation agreement, as applicable.



     13. [Intentionally Omitted].



     14. [Intentionally Omitted].



     15. Governing Law. This Restricted Share Agreement shall be governed by and construed
according to the laws of Bermuda.



     16. Incorporation of Plan. The Plan is hereby incorporated by reference and made a
part hereof, and the Restricted Shares and this Restricted Share Agreement shall be subject to all
terms and conditions of the Plan and this Restricted Share Agreement.



     17. Amendments; Construction. The Administrator may amend the terms of this
Restricted Share Agreement prospectively or retroactively at any time, but no such amendment shall
impair the rights of the Participant hereunder without his or her consent. To the extent the terms
of Section 12 above conflict with any prior agreement between the parties related to such subject
matter, the terms of Section 12 shall supersede such conflicting terms and control. Headings to
Sections of this Restricted Share Agreement are intended for convenience of reference only, are not
part of this Restricted Share Agreement and shall have no affect on the interpretation hereof.



 









 





     18. Survival of Terms. This Restricted Share Agreement shall apply to and bind the
Participant and the Company and their respective permitted assignees and transferees, heirs,
legatees, executors, administrators and legal successors.



     19. Rights as a Shareholder. During the period until the restrictions on Transfer of
the Restricted Share lapse as provided in Section 2(a) hereof, the Participant shall have all the
rights of a shareholder with respect to the Restricted Shares save only the right to Transfer the
Restricted Shares. Accordingly, the Participant shall have the right to vote the Restricted Shares
and to receive any ordinary dividends paid to or made with respect to the Restricted Shares.



     20. Agreement Not a Contract for Services. Neither the Plan, the granting of the
Restricted Shares, this Restricted Share Agreement nor any other action taken pursuant to the Plan
shall constitute or be evidence of any agreement or understanding, express or implied, that the
Participant has a right to continue to provide services as an officer, director, employee,
consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at
any specific rate of compensation.



     21. Authority of the Administrator; Disputes. The Administrator shall have full
authority to interpret and construe the terms of the Plan and this Restricted Share Agreement. The
determination of the Administrator as to any such matter of interpretation or construction shall be
final, binding and conclusive.



     22. Representations. The Participant has reviewed with the Participant’s own tax
advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by
this Restricted Share Agreement. The Participant is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. The Participant understands
that he or she (and not the Company) shall be responsible for any tax liability that may arise as a
result of the transactions contemplated by this Restricted Share Agreement.



     23. Severability. Should any provision of this Restricted Share Agreement be held by
a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such
holding shall not affect the validity of the remainder of this Restricted Share Agreement, the
balance of which shall continue to be binding upon the parties hereto with any such modification
(if any) to become a part hereof and treated as though contained in this original Restricted Share
Agreement.



     24. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and
this Restricted Share Agreement. The Participant has read and understands the terms and provisions
of the Plan and this Restricted Share Agreement, and accepts the Restricted Shares subject to all
the terms and conditions of the Plan and this Restricted Share Agreement. The Participant hereby
agrees to accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under this Restricted Share Agreement.



     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Restricted Share
Agreement on the day and year first above written.



	 	 	 	 	 	 	 
	 	 	AIRCASTLE LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

	 	 
	 

	 	Name
	 	 
 

	 	 
	 

	 	Title
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME]	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	The Participant