Exhibit 10.13


 


AERCAP HOLDINGS N.V.


2006 EQUITY INCENTIVE PLAN


 


 


ARTICLE 1


 


EFFECTIVE DATE AND PURPOSE 


 


1.1.          Effective
Date.  The Plan shall be known as the
“AerCap Holdings N.V. 2006 Equity Incentive Plan” and shall be effective as of October
31, 2006 (the “Effective Date”).  Any
Incentive Stock Option awards made prior to approval of the Plan by the
shareholders of AerCap Holdings N.V. (the “Company”) in accordance with Section
422 of the Code shall not vest or become exercisable, as applicable, prior to
the time when the Plan is so approved.


 


1.2.          Purpose of the Plan. 
The purpose of the Plan is to further and promote the interests of the
Company, its Subsidiaries and its stockholders by enabling the Company and its
Subsidiaries to attract, retain and motivate directors, employees, consultants
and advisors or those who will become directors, employees, consultants or
advisors to the Company or its Subsidiaries, and to align the interests of
those individuals and the Company’s stockholders.  The Plan is intended to permit the grant of
Awards that constitute Incentive Stock Options, Non-Qualified Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Other
Stock Awards.


 


ARTICLE 2


 


DEFINITIONS


 


The following words and
phrases shall have the following meanings unless a different meaning is plainly
required by the context:


                “Exchange Act” means the Securities Exchange
Act of 1934, as amended.  Reference to a
specific section of the Exchange Act or regulation thereunder shall include
such section or regulation, any valid regulation or interpretation promulgated
under such section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or regulation.





“Affiliate” means any
corporation or any other entity (including, but not limited to, partnerships
and joint ventures) controlled by, in control of, or under common control with,
the Company.





“Award” means, individually
or collectively, a grant under the Plan of Non-Qualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units or Other Stock Awards.





“Award Agreement”
means the written agreement setting forth the terms and conditions applicable
to an Award.


 


“Base Price” means
the price at which a SAR may be exercised with respect to a Share.


 


“Board” means the
Company’s Board of Directors, as constituted from time to time.


 


“Cause” shall have
the meaning set forth in any employment, consulting or service agreement
between the Company and the Participant, provided that if there is no such
agreement or “cause” is not


 

















 


defined therein, it shall mean
(a) Cerberus Capital Management, L.P., in its sole discretion, has reason
to believe that the Participant has committed a felony, (b) acts of
dishonesty by the Participant resulting or intending to result in personal gain
or enrichment at the expense of the Company, its Subsidiaries or Affiliates, (c) conduct
by the Participant in connection with his services rendered to the Company, its
Subsidiaries and Affiliates that is fraudulent, unlawful or negligent, or
(d) misconduct by the Participant which seriously discredits or damages
the Company, its Subsidiaries or Affiliates;


 


“Change in Control” of the Company means:


 


                (a) the
acquisition, after the effective date of the Plan, by an individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either (i) the Company’s outstanding Ordinary
Shares, or (ii) the combined voting power of the voting securities of the
Company entitled to vote generally in the election of directors (the “Voting
Securities”); provided, however, that the following acquisitions shall not
constitute a Change of Control: (A) any acquisition by any Current Investor,
(B) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any Subsidiary, (C) any acquisition by any
underwriter in connection with any firm commitment underwriting of securities
to be issued by the Company, or (D) any acquisition by any corporation if,
immediately following such acquisition, more than 70% of the then outstanding
Ordinary Shares of such corporation and the combined voting power of the then
outstanding voting securities of such corporation (entitled to vote generally
in the election of directors), is beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who, immediately
prior to such acquisition, were the beneficial owners of the Ordinary Shares
and the Voting Securities in substantially the same proportions, respectively,
as their ownership, immediately prior to such acquisition, of the Ordinary
Shares and Voting Securities;


 


                (b) individuals who, as of the effective date of the
Plan, constitute the Board (the “Incumbent Board”) cease thereafter for any
reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the effective date of the Plan
whose election, or nomination for election by the Company’s shareholders, was
approved by at least a majority of the directors then serving and comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents;


 


                (c) approval by the shareholders of the Company of a
reorganization, merger or consolidation of the Company or a Subsidiary, other
than a reorganization, merger or consolidation with respect to which all or
substantially all of the individuals and entities who were the beneficial
owners, immediately prior to such reorganization, merger or consolidation, of
the Ordinary Shares and Voting Securities beneficially own, directly or
indirectly, immediately after such reorganization, merger or consolidation more
than 70% of the then outstanding Ordinary Shares and Voting Securities or, if
Ordinary Shares or Voting Securities are converted into another security in
connection with such transaction, the then outstanding Ordinary Shares and
Voting Securities (entitled to vote generally in the election of directors) of
the corporation resulting from such reorganization, merger or consolidation in
substantially the same proportions as their respective ownership, immediately
prior to such reorganization, merger or consolidation, of the Ordinary Shares
and the Voting Securities; or


 


                (d) consummation of (i) a complete liquidation or
substantial dissolution of the Company, or (ii) the sale or other disposition
of all or substantially all of the assets of the Company, other than to a
Subsidiary, wholly-owned, directly or indirectly, by the Company.


 


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“Code” means the
Internal Revenue Code of 1986, as amended. Reference to a specific section of
the Code or regulation thereunder shall include such section or regulation, any
valid regulation or other guidance promulgated under such section, and any
comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.


 


“Committee” means the
committee of the Board described in Article 3.


 


                “Current
Investors” means Fern S.a.r.l., Fern II S.a.r.l., Fern III S.a.r.l., Fern
IV S.a.r.l. and FERN GP S.a.r.l.


 


“Employee” means an
employee of the Company, a Subsidiary, or an Affiliate (each an “Employer”)
designated by the Board or the Committee.


 


“Exercise Price”
means the price at which a Share subject to an Option may be purchased upon the
exercise of the Option.


 


“Fair Market Value”
means, except as otherwise specified in a particular Award Agreement, (a) while
the Shares are traded on an established national or regional securities
exchange, the closing transaction price of such a Share as reported by the
principal exchange on which such Shares are traded on the date as of which such
value is being determined or, if there were no reported transaction for such
date, on the next preceding date for which a transaction was reported, (b) if
the Shares are not traded on an established national or regional securities
exchange, the average of the bid and ask prices for such a Share as reported by
NASDAQ or a successor quotation system, or (c) if Fair Market Value cannot be
determined under clause (a) or clause (b) above, or if the Committee determines
in its sole discretion that the Shares are too thinly traded for Fair Market
Value to be determined pursuant to clause (a) or clause (b), the value as
determined by the Committee, in its sole discretion, on a good faith basis.


 


“Grant Date” means
the date that the Award is granted.


 


“Immediate Family”
means the Participant’s children, stepchildren, grandchildren, parents,
stepparents, grandparents, spouse, siblings (including half-brothers and
half-sisters), in-laws, and all such relationships arising because of legal
adoption.


 


“Incentive Stock Option”
means an Option that is designated as an Incentive Stock Option and is intended
by the Committee to meet the requirements of Section 422 of the Code.


 


“Independent Contractor”
means a person, including, without limitation, a consultant, engaged by the
Company for a specific task, study or project who is not an Employee.


 


“Member of the Board”
means an individual who is a member of the Board or of the board of directors
of a Subsidiary or an Affiliate.


 


“Non-Qualified Stock
Option” means an Option that is not an Incentive Stock Option.


 


“Option” means an
option to purchase Shares granted pursuant to Article 5.


 


“Ordinary Shares”
means the Company’s Ordinary Shares, [$][€] [__] par value per share.


 


“Other Stock Award”
means an Award granted pursuant to Article 8 to receive Shares on the terms
specified in any applicable Award Agreement.


 


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“Participant” means
an Employee, Independent Contractor or Member of the Board with respect to whom
an Award has been granted and remains outstanding.


 


“Performance-Based”
means all or any portion of an Award is subject to vesting pursuant to Article
9.


 


“Performance Criteria”
means the criteria that the Committee selects for purposes of establishing the
Performance Goal or Performance Goals for a Participant for a Performance
Period.  The Performance Criteria that
will be used to establish Performance Goals may include any of the following:
net earnings (either before or after interest, taxes, depreciation and
amortization), economic value-added (as determined by the Committee), sales or
revenue, net income (either before or after taxes), operating earnings, cash
flow (including, but not limited to, operating cash flow and free cash flow),
cash flow return on capital, return on net assets, return on stockholders’
equity, return on assets, return on capital, stockholder returns, return on
sales, gross or net profit margin, productivity, expense, margins, operating
efficiency, customer satisfaction, working capital, earnings per share, price
per share of Stock, market share, individual performance by a Participant, and,
in the discretion of the Committee, any other factors or criteria, any of which
may be measured either in absolute terms or as compared to any incremental
increase or as compared to results of a peer group.


 


“Performance Goals”
means, for a Performance Period, the goals established by the Committee for the
Performance Period based upon the Performance Criteria.  Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Company performance or the performance of a division, business
unit, or an individual.  The Committee
shall establish Performance Goals for each Performance Period prior to, or as
soon as practicable after, the commencement of such Performance Period.  The Committee, in its discretion, may adjust
or modify the calculation of Performance Goals for such Performance Period in
order to prevent the dilution or enlargement of the rights of Participants (a)
in the event of, or in anticipation of, any unusual or extraordinary corporate
item, transaction, event, or development, or (b) in recognition of, or in
anticipation of, any other unusual or nonrecurring events affecting the
Company, or the financial statements of the Company, or in response to, or in
anticipation of, changes in applicable laws, regulations, accounting
principles, or business conditions.


 


“Performance Period”
means the designated period during which the Performance Goals must be
satisfied with respect to the Award to which the Performance Goals relate.


 


“Period of Restriction”
means the period during which Restricted Stock or an RSU is subject to
forfeiture and/or restrictions on transferability.


 


“Plan” means this
AerCap Holdings N.V. 2006 Equity Incentive Plan, as set forth in this
instrument and as hereafter amended from time to time.


 


“Restricted Stock”
means a Stock Award granted pursuant to Article 6 under which the Shares are
subject to forfeiture upon such terms and conditions as specified in the
relevant Award Agreement.


 


“Restricted Stock Unit”
or “RSU” means a Stock Award granted pursuant to Article 6 subject to a
period or periods of time after which the Participant will receive Shares if
the conditions contained in such Stock Award have been met.


 


“Share” means a share
of the Company’s Ordinary Shares or any security issued by the Company, any
successor or any other entity in exchange or in substitution therefor.


 


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“Stock Appreciation Right”
or “SAR” means an Award granted pursuant to Article 7, granted alone or
in tandem with a related Option which is designated by the Committee as an SAR.


 


“Stock Award” means
an Award of Restricted Stock or an RSU pursuant to Article 6.


 


“Subsidiary(ies)”
means any corporation (other than the Company) in an unbroken chain of
corporations, including and beginning with the Company, if each of such
corporations, other than the last corporation in the unbroken chain, owns,
directly or indirectly, more than fifty percent (50%) of the voting stock in
one of the other corporations in such chain.


 


“Ten Percent Holder”
means an Employee (together with persons whose stock ownership is attributed to
the Employee pursuant to Section 424(d) of the Code) who, at the time an Option
is granted, owns stock representing more than ten percent of the voting power
of all classes of stock of the Company.


 


ARTICLE 3


 


ADMINISTRATION 


 


3.1.          The Committee.  The Plan shall be administered by the
Compensation Committee of the Board.  It
is intended that each member of the Committee shall qualify as “independent
director” under the applicable rules of any national securities exchange or
national securities association and under Netherlands law.  If it is later determined that one or more
members of the Committee do not so qualify, actions taken by the Committee
prior to such determination shall be valid despite such failure to qualify.


 


Reference to the Committee shall refer to the
Board if the Compensation Committee ceases to exist and the Board does not
appoint a successor Committee.


 


3.2.          Authority
and Action of the Committee.  It
shall be the duty of the Committee to administer the Plan in accordance with
the Plan’s provisions.  The Committee
shall have all powers and discretion necessary or appropriate to administer the
Plan and to control its operation, including, but not limited to, the power to
(a) determine which Employees, Independent Contractors and Members of the Board
shall be eligible to receive Awards, (b) 
to grant Awards, (c) prescribe the form, amount, timing and other terms
and conditions of each Award, (d) interpret the Plan and the Award Agreements,
(e) adopt such procedures as it deems necessary or appropriate to permit
participation in the Plan by eligible Employees, Independent Contractors and
Members of the Board, (f) adopt such rules as it deems necessary or appropriate
for the administration, interpretation and application of the Plan, (g)
interpret, amend or revoke any such procedures or rules, (h) correct any
technical defect(s) or technical omission(s), or reconcile any technical
inconsistency(ies), in the Plan and/or any Award Agreement, (i) accelerate the
vesting or payment of any Award, (j) extend the period during which an Option
may be exercisable, and (k) make all other decisions and determinations that
may be required pursuant to the Plan and/or any Award Agreement or as the
Committee deems necessary or advisable to administer the Plan.


 


The acts of the Committee shall be either (a)
acts of a majority of the members of the Committee present at any meeting at
which a quorum is present or (b) acts approved in writing by all of the members
of the Committee without a meeting.  A
majority of the Committee shall constitute a quorum.  The Committee’s determinations under the Plan
need not be uniform and may be made selectively among Participants, whether or
not such Participants are similarly situated. 
Each member of the Committee is entitled to, in good faith, rely or act
upon any report or other information furnished to that member by any Employee
of the Company or any of its Subsidiaries or Affiliates, the Company’s
independent certified public


 


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accountants or any executive compensation
consultant or other professional retained by the Company to assist in the
administration of the Plan.


 


The Company shall effect the granting of
Awards under the Plan, in accordance with the determinations made by the
Committee, by execution of Award Agreements or other written agreements and/or
other instruments in such form as is approved by the Committee.


 


3.3.          Delegation
by the Committee.  The Committee in
its sole discretion and on such terms and conditions as it may provide may
delegate all or any part of its authority and powers under the Plan to one or
more Members of the Board of the Company and/or officers of the Company.


 


3.4.          Decisions
Binding.  All determinations,
decisions and interpretations of the Committee, the Board, and any delegate of
the Committee pursuant to the provisions of the Plan or any Award Agreement
shall be final, conclusive, and binding on all persons, and shall be given the
maximum deference permitted by law.


 


ARTICLE 4


 


SHARES
SUBJECT TO THE PLAN 


 


4.1.          Number of Shares. 
Subject to adjustment as provided in Section 10.13, the number of Shares available for grants of Awards
under the Plan shall be [# SHARES] Shares. 
Shares awarded under the Plan may be either authorized but unissued
Shares, authorized and issued Shares reacquired (including Shares reacquired
under any of the Prior Plans) and held as treasury Shares or a combination
thereof.  The payment of dividends or
other distributions in Shares in conjunction with outstanding Awards shall not
reduce the Shares available for grants of Awards under this Section 4.1.  To the extent permitted by applicable law or
exchange rules, Shares issued in assumption of, or in substitution for, any
outstanding awards of any entity acquired in any form of combination by the
Company or any Subsidiary or Affiliate shall not reduce the Shares available
for grants of Awards under this Section 4.1.


 


4.2           Lapsed Awards.  To the extent that Shares subject to an
outstanding Option (except to the extent Shares are issued or delivered by the
Company in connection with the exercise of a tandem SAR), RSU or other Award
are not issued or delivered by reason of the expiration, cancellation,
forfeiture or other termination of such Award, then such Shares shall again be
available under this Plan.


 


ARTICLE 5


 


STOCK OPTIONS 


 


5.1.          Grant of Options.  Subject to the provisions of the Plan,
Options may be granted to Participants at such times, and subject to such terms
and conditions, as determined by the Committee in its sole discretion.  An Award of Options may include Incentive
Stock Options, Non-Qualified Stock Options or a combination thereof; provided,
however, that an Incentive Stock Option may only be granted to an
Employee of the Company or a Subsidiary and no Incentive Stock Option shall be
granted more than ten years after the earlier of (a) the date this Plan is
adopted by the Board or (b) the date this Plan is approved by the Company’s
shareholders.


 


5.2.          Award
Agreement.  Each Option shall be
evidenced by an Award Agreement that shall specify the Exercise Price, the
expiration date of the Option, the number of Shares to which the Option
pertains, any conditions to the exercise of all or a portion of the Option, and
such other terms and conditions as the Committee, in its discretion, shall
determine.  The Award Agreement
pertaining to an Option shall


 


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designate such Option as an Incentive Stock
Option or a Non-Qualified Stock Option. 
Notwithstanding any such designation, to the extent that the aggregate
Fair Market Value (determined as of the Grant Date) of Shares with respect to
which Options designated as Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year (under this Plan or any
other plan of the Company, or any parent or subsidiary as defined in Section
424 of the Code) exceeds $100,000, such Options shall constitute Non-Qualified
Stock Options.  For purposes of the
preceding sentence, Incentive Stock Options shall be taken into account in the
order in which they are granted.


 


5.3.          Exercise
Price.  Subject to the other
provisions of this Section, the Exercise Price with respect to Shares subject
to an Option shall be determined by the Committee in its sole discretion; provided,
however, that the Exercise Price with respect to an Incentive Stock
Option shall not be less than  one
hundred percent (100%) of the Fair Market Value of a Share on the Grant Date
and the Exercise Price with respect to an Incentive Stock Option granted to a
Ten Percent Holder shall not be less than one hundred-ten percent (110%) of the
Fair Market Value of a Share on the Grant Date.


 


5.4.          Expiration
Dates.  Each Option shall terminate
not later than the expiration date specified in the Award Agreement pertaining
to such Option; provided, however, that the expiration date with
respect to an Option shall not be later than the tenth anniversary of its Grant
Date and the expiration date with respect to an Incentive Stock Option granted
to a Ten Percent Holder shall not be later than the fifth anniversary of its
Grant Date.


 


5.5.          Exercisability
of Options. Subject to Section 5.4, Options granted under the Plan shall be
exercisable at such times, and shall be subject to such restrictions and
conditions, as the


Committee shall determine in its sole
discretion. The exercise of an Option is contingent upon payment by the
Optionee of the amount sufficient to pay all taxes required to be withheld by
any governmental agency.  Such payment
may be in any form approved by the Committee.


 


5.6.          Method
of Exercise.  Options shall be
exercised by the Participant’s delivery of a written notice of exercise to the
Chief Financial Officer of the Company (or his or her designee) or such other
person as may be designated from time to time by the Committee, setting forth
the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment of the Exercise Price with respect to each such Share
and an amount sufficient to pay all taxes required to be withheld by any
governmental agency.  The Exercise Price
shall be payable to the Company in full in cash or its equivalent.  The Committee, in its sole discretion, also
may permit exercise (a) by tendering previously acquired Shares which have been
held by the Optionee for at least six months having an aggregate Fair Market
Value at the time of exercise equal to the aggregate Exercise Price of the
Shares with respect to which the Option is to be exercised, or (b) by any other
means which the Committee, in its sole discretion, determines to both provide
legal consideration for the Shares, and to be consistent with the purposes of
the Plan.  As soon as practicable after
receipt of a written notification of exercise and full payment for the Shares
with respect to which the Option is exercised, the Company shall deliver to the
Participant Share certificates (which may be in book entry form) for such
Shares with respect to which the Option is exercised.


 


5.7.          Restrictions
on Option/Share Transferability. 
Incentive Stock Options are not transferable, except by will or the laws
of descent.  The Committee may impose
such additional restrictions on any Shares acquired pursuant to the exercise of
an Option as it may deem advisable, including, but not limited to, restrictions
related to applicable federal securities laws, the requirements of any national
securities exchange or system upon which Shares are then listed or traded, or
any blue sky or state securities laws.


 


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ARTICLE 6


 


STOCK AWARDS 


 


6.1.          Grant
of Stock Awards.  Subject to the
provisions of the Plan, Stock Awards may be granted to such Participants at
such times, and subject to such terms and conditions, as determined by the
Committee in its sole discretion.


 


6.2.          Stock
Award Agreement.  Each Stock Award
shall be evidenced by an Award Agreement that shall specify the number of
Shares with respect to which such Stock Award is granted, the price, if any, to
be paid for the Shares and the Period of Restriction applicable to a Restricted
Stock Award or RSU Award and such other terms and conditions as the Committee,
in its sole discretion, shall determine.


 


6.3.          Transferability/Share
Certificates.  Shares subject to an
Award of Restricted Stock may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated during a Period of Restriction.  During the Period of Restriction, a
Restricted Stock Award may be registered in the holder’s name or a nominee’s
name at the discretion of the Company and may bear a legend as described in
Section 6.4.2.  Unless the Committee
determines otherwise, Shares of Restricted Stock shall be held by the Company
as escrow agent during the applicable Period of Restriction, together with
stock powers or other instruments of assignment (including a power of
attorney), each endorsed in blank with a guarantee of signature if deemed
necessary or appropriate by the Company, which would permit transfer to the
Company of all or a portion of the Shares subject to the Restricted Stock Award
in the event such Award is forfeited in whole or part.


 


6.4.          Other
Restrictions.  The Committee, in its
sole discretion, may impose such other restrictions on Shares subject to an Award
of Restricted Stock as it may deem advisable or appropriate.


 


                6.4.1.       General Restrictions.  The Committee may impose restrictions based
upon applicable federal or state securities laws, or any other basis determined
by the Committee in its discretion.


 


                6.4.2.       Legend on Certificates.  The Committee, in its sole discretion, may
legend the certificates representing Restricted Stock during the Period of
Restriction to give appropriate notice of such restrictions.  For example, the Committee may determine that
some or all certificates representing Shares of Restricted Stock shall bear the
following legend: “The sale or other transfer of the Ordinary Shares
represented by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer as set forth
in the AerCap Holdings N.V. 2006 Stock Incentive Plan (the “Plan”), and in a
Restricted Stock Agreement (as defined by the Plan).  A copy of the Plan and such Restricted Stock
Agreement may be obtained from the Chief Financial Officer of AerCap Holdings
N.V.”


 


6.5.          Removal
of Restrictions.  Shares of
Restricted Stock covered by a Restricted Stock Award made under the Plan shall
be released from escrow as soon as practicable after the termination of the
Period of Restriction and, subject to the Company’s right to require payment of
any taxes, a certificate or certificates evidencing ownership of the requisite
number of Shares shall be delivered to the Participant.


 


6.6.          Voting
Rights.  During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares, unless otherwise provided in
the Award Agreement.


 


6.7.          Dividends
and Other Distributions.  During the
Period of Restriction and unless otherwise provided in the Award Agreement,
dividends and other distributions paid with respect to Shares of


 


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Restricted Stock shall be deposited with the
Company and shall be subject to the same restrictions on transferability and
forfeitability as the Shares of Restricted Stock with respect to which they
were paid.


 


ARTICLE 7


 


STOCK APPRECIATION RIGHTS 


 


7.1.          Grant of SARs.  Subject to the provisions of the Plan, SARs
may be granted to such Participants at such times, and subject to such terms
and conditions, as shall be determined by the Committee in its sole discretion;
provided, however, that any tandem SAR (i.e., a SAR granted in tandem with an
Option) related to an Incentive Stock Option shall be granted at the same time
that such Incentive Stock Option is granted.


 


7.2.          Base
Price and Other Terms.  The
Committee, subject to the provisions of the Plan, shall have complete
discretion to determine the terms and conditions of SARs granted under the
Plan.  Without limiting the foregoing,
the Base Price with respect to Shares subject to a tandem SAR shall be the same
as the Exercise Price with respect to the Shares subject to the related Option.


 


7.3.          SAR
Agreement.  Each SAR grant shall be
evidenced by an Award Agreement that shall specify the Base Price, the term of
the SAR, the conditions of exercise, and such other terms and conditions as the
Committee, in its sole discretion, shall determine.


 


7.4.          Expiration
Dates.  Each SAR shall terminate no
later than the tenth anniversary of its Grant Date; provided, however,
that the expiration date with respect to a tandem SAR shall not be later than
the expiration date of the related Option.


 


7.5.          Payment
of SAR Amount.  Unless otherwise
specified in the Award Agreement pertaining to a SAR, a SAR may be exercised
(a) by the Participant’s delivery of a written notice of exercise to the Chief
Financial Officer of the Company (or his or her designee) or such other person
as may be designated from time to time by the Committee setting forth the
number of whole SARs which are being exercised, (b) in the case of a tandem
SAR, by surrendering to the Company any Options which are cancelled by reason
of the exercise of such SAR, and (c) by executing such documents as the Company
may reasonably request.  Except as
otherwise provided in the relevant Award Agreement, upon exercise of a SAR, the
Participant shall be entitled to receive payment from the Company in an amount
determined by multiplying: (i) the amount by which the Fair Market Value of a
Share on the date of exercise exceeds the Base Price specified in the Award
Agreement pertaining to such SAR; by (ii) the number of Shares with respect to
which the SAR is exercised.  The exercise
of SAR is contingent upon payment by the Participant of the amount sufficient
to pay all taxes required to be withheld by any governmental agency.  Such payment may be in any form approved by
the Committee.


 


7.6.          Payment
Upon Exercise of SAR.  Payment to a
Participant upon the exercise of the SAR shall be made, as determined by the
Committee in its sole discretion, either (a) in cash, (b) in Shares with a Fair
Market Value equal to the amount of the payment or (c) in a combination
thereof, as set forth in the applicable Award Agreement.


 


ARTICLE 8


 


OTHER STOCK AWARDS


 


8.1.          Grant
of Other Stock Awards.  Subject to
the provisions of the Plan, the Committee may grant other equity-based awards (“Other
Stock Awards”) on such terms as it may determine, including, but not


 


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limited to, Awards designed to comply with or
take advantage of any applicable laws of any country or political subdivision
thereof.


 


ARTICLE 9


 


PERFORMANCE-BASED AWARDS


 


9.1.          Procedures with Respect to Performance-Based
Awards.  With respect to any
Performance-Based Award which may be granted to any Participant, no later than
ninety (90) days following the commencement of any fiscal year in question or
any other designated fiscal period or period of service, or within such other
timeframe as the Committee, in its discretion, prescribes, the Committee shall,
in writing, (a) select the Performance Criteria applicable to the Performance
Period, (c) establish the Performance Goals, and amounts of such Awards, as
applicable, which may be earned or which may vest, as the case may be, for such
Performance Period, and (d) specify the relationship between Performance
Criteria and the Performance Goals and the amounts of such Awards to be earned
or the degree to which such Awards have vested, as applicable, for such
Performance Period.  Following the
completion of each Performance Period, the Committee shall certify in writing
whether the applicable Performance Goals have been achieved for such
Performance Period.  The Committee shall
have the right to reduce or eliminate (but not to increase) the amount payable
at a given level of performance to take into account additional factors that
the Committee may deem relevant to the assessment of individual or corporate
performance for the Performance Period.


9.2.          Payment and Vesting of Performance-Based
Awards.  Unless otherwise
provided in the applicable Award Agreement, a Participant must be employed by,
or rendering service to, the Company or a Subsidiary on the day the Participant’s
Performance-Based Award is paid to the Participant or becomes vested, as the
case may be.  Furthermore, unless
otherwise determined by the Committee, a Participant shall be eligible to
receive payment or to vest in such Award, as applicable, only if the Committee
has determined that the Performance Goals for the applicable Performance Period
are achieved.


ARTICLE 10


 


MISCELLANEOUS 


 


10.1.        No Effect on Employment or Service.  Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant’s
employment or service at any time, for any reason and with or without cause.


 


10.2.        Participation.  No person shall have the right to be selected
to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.


 


10.3.        Indemnification.  Each person who is or shall have been a
member of the Committee, or a Member of the Board, shall be indemnified and
held harmless by the Company against and from (a) any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any good faith action taken or good faith failure to act under the Plan or
any Award Agreement, and (b) from any and all amounts paid by him or her in
settlement thereof, with the Company’s approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity,
at its own expense, to handle and defend the same before he or she undertakes
to handle and defend it on his or her own behalf.  The foregoing right of indemnification shall
not be exclusive of


 


10

















 


any
other rights of indemnification to which such persons may be entitled under the
Company’s governing documents, by contract, as a matter of law, or otherwise,
or under any power that the Company may have to indemnify them or hold them
harmless.


 


10.4.        Successors.  All obligations of the Company under the
Plan, with respect to Awards granted hereunder, shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business or assets of the Company.


 


10.5.        Beneficiary Designations.  Subject to Section 10.6 below, a Participant
under the Plan may name a beneficiary or beneficiaries to whom any vested but
unpaid Award shall be paid in the event of the Participant’s death.  For purposes of this Section, a beneficiary
may include a designated trust having as its primary beneficiary a family
member of a Participant.  Each such
designation shall revoke all prior designations by the Participant and shall be
effective only if given in a form and manner acceptable to the Committee.  In the absence of any such designation, any
vested benefits remaining unpaid at the Participant’s death shall be paid to
the Participant’s estate and, subject to the terms of the Plan and of the
applicable Award Agreement, any unexercised vested Award may be exercised by
the administrator or executor of the Participant’s estate.


 


10.6.        Nontransferability of Awards.  No Award granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will, by the laws of descent and distribution; provided, however,
that except as provided by in the relevant Award Agreement, a Participant may
transfer, without consideration, an Award other than an Incentive Stock Option
to one or more members of his or her Immediate Family, to a trust established
for the exclusive benefit of one or more members of his or her Immediate
Family, to a partnership in which all the partners are members of his or her
Immediate Family, or to a limited liability company in which all the members
are members of his or her Immediate Family; provided, further,
that any such Immediate Family, and any such trust, partnership and limited
liability company, shall agree to be and shall be bound by the terms of the
Plan, and by the terms and provisions of the applicable Award Agreement and any
other agreements covering the transferred Awards.  All rights with respect to an Award granted
to a Participant shall be available during his or her lifetime only to the
Participant and may be exercised only by the Participant or the Participant’s
legal representative.


 


10.7.        No Rights as Stockholder.  Except to the limited extent provided in
Sections 6.6 and 6.7, no Participant (nor any beneficiary) shall have any of
the rights or privileges of a stockholder of the Company with respect to any
Shares issuable pursuant to an Award (or exercise thereof), unless and until
certificates representing such Shares shall have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
the Participant (or beneficiary).


 


10.8.        Unfunded Status.  The Plan is intended to be an “unfunded” plan
for incentive compensation.  With respect
to any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Award Agreement shall give the Participant any
rights that are greater than those of a general creditor of the Company or any
Subsidiary.


 


10.9.        Withholding Requirements. Prior
to the delivery of any Shares or cash pursuant to an Award (or exercise
thereof), the Company shall have the power and the right to deduct or withhold,
or require a Participant to remit to the Company, an amount sufficient to
satisfy any federal, state, local and foreign taxes of any kind (including, but
not limited to, the Participant’s FICA obligations) which the Committee, in its
sole discretion, deems necessary to be withheld or remitted to comply with the
Code and/or any other applicable law, rule or regulation with respect to such
Award (or exercise thereof).


 


11

















 


10.10.      Withholding Arrangements. The
Committee, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may permit or require a Participant to satisfy all
or part of the tax withholding obligations in connection with an Award in any
manner determined by the Committee, including by (a) having the Company
withhold otherwise deliverable Shares, or (b) delivering to the Company
already-owned Shares having a Fair Market Value equal to the amount required to
be withheld, provided such Shares have been held by the Participant for at
least six months.


 


10.11.      No Corporate Action Restriction.  The existence of the Plan, any Award
Agreement and/or the Awards granted hereunder shall not limit, affect or
restrict in any way the right or power of the Board or the shareholders of the
Company to effect or authorize any corporate action or transaction, including,
without limitation, (a) any adjustment, recapitalization, reorganization or
other change in the Company’s or any Subsidiary’s or Affiliate’s capital structure
or business, (b) any merger, consolidation or change in the ownership of the
Company or any Subsidiary or Affiliate, (c) any issue of bonds, debentures,
capital, preferred or prior preference stocks ahead of or affecting the Company’s
or any Subsidiary’s or Affiliate’s capital stock or the rights thereof, (d) any
dissolution or liquidation of the Company or any Subsidiary or Affiliate, (e)
any sale or transfer of all or any part of the Company’s or any Subsidiary’s or
Affiliate’s assets or business, or (f) any other corporate act or proceeding by
the Company or any Subsidiary or Affiliate. 
No Participant, beneficiary or any other person shall have any claim
against any Member of the Board or the Committee, the Company or any Subsidiary
or Affiliate, or any employees, officers, shareholders or agents of the Company
or any Subsidiary or Affiliate, as a result of any such action.


 


10.12.      Restrictions on Shares.  Each Award made hereunder shall be subject to
the requirement that if at any time the Company determines that the listing,
registration or qualification of the Shares subject to such Award upon any
securities exchange or under any law, or the consent or approval of any
governmental body, or the taking of any other action is necessary or desirable
as a condition of, or in connection with, the exercise or settlement of such
Award or the delivery of Shares thereunder, such Award shall not be exercised
or settled and such Shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the
Company.  The Company may require that
certificates evidencing Shares delivered pursuant to any Award made hereunder
bear a legend indicating that the sale, transfer or other disposition thereof
by the holder is prohibited except in compliance with the Securities Act of
1933, as amended, and the rules and regulations thereunder, or any other
applicable securities laws.  Finally, no
Shares shall be issued and delivered under the Plan, unless the issuance and
delivery of those Shares shall comply with all relevant provisions of gaming
laws or regulations and any registration, approval or action thereunder.


 


10.13.      Changes in Capital Structure.  In the event of an “Equity Restructuring” (as
defined below), the Board shall, and in the event of a “Corporate Event” (as
defined herein), the Board may, in such manner as the Board in good faith deems
equitable to prevent dilution or enlargement of benefits or potential benefits
intended to be made available under the Plan, adjust any or all of (a) the
number of Shares or other securities of the Company (or number and kind of
other securities or property) with respect to which Awards may be granted, (b)
the number of Shares or other securities of the Company (or number and kind of
other securities or property) subject to outstanding Awards, and (c) the
Exercise Price or Base Price with respect to any Award.  For purposes of this Section 10.13, “Equity
Restructuring” means any dividend or other distribution (whether in the form of
cash, Shares, other securities, or other property), recapitalization, stock
split, reverse stock split, split-up, spin-off, or other equity restructuring
event that causes the per-share value of the Shares to change and “Corporate
Event” means any reorganization, merger, consolidation, combination,
repurchase, change of control or exchange of Shares or other securities of the
Company, Change in Control, or other corporate transaction or event that the
Board determines affects the Shares such than an adjustment is determined by
the Board, in its sole discretion, to be necessary or appropriate.


 


12

















 


If the Company enters into or is involved in any Corporate Event, the
Board may, prior to such Corporate Event and effective upon such Corporate
Event, take such action as it deems appropriate, including, but not limited to,
replacing Awards with substitute awards in respect of the Shares, other securities
or other property of the surviving corporation or any affiliate of the
surviving corporation on such terms and conditions, as to the number of shares,
pricing and otherwise, which shall substantially preserve the value, rights and
benefits of any affected Awards granted hereunder as of the date of the
consummation of the Corporate Event. 
Notwithstanding anything to the contrary in the Plan, if any Corporate
Event occurs, the Company shall have the right, but not the obligation, to
cancel each Participant’s Awards immediately prior to such Corporate Event and
to pay to each affected Participant in connection with the cancellation of such
Participant’s Awards, an amount that the Committee, in its sole discretion, in
good faith determines to be the equivalent value of such Award.  Any actions or determinations of the
Committee with respect to a Corporate Event under this Section 10.13 need not
be uniform as to all outstanding Awards, nor treat all Participants identically.


 


Upon receipt by any affected Participant of
any such substitute awards or payments as a result of any such Equity
Restructuring or Corporate Event, such Participant’s affected Awards for which
such substitute awards or payment were received shall be thereupon cancelled
without the need for obtaining the consent of any such affected Participant.


 


ARTICLE 11


 


AMENDMENT,
TERMINATION AND DURATION, SUB-PLANS 


 


11.1.        Amendment, Suspension or Termination.  The Board, in its sole discretion, may amend,
suspend or terminate the Plan, or any part thereof, at any time and for any
reason, subject to any requirement of stockholder approval required by
applicable law, rule or regulation, including, without limitation, the Section
422 of the Code and the rules of the New York Stock Exchange; provided, however,
the Board may, without shareholder or Participant approval, amend the Plan and
any Award Agreement, including without limitation retroactive amendments, as
necessary to avoid the imposition of any taxes under Section 409A of the Code.  Subject to the preceding sentence, the
amendment, suspension or termination of the Plan shall not, without the consent
of the Participant, materially adversely alter or impair any rights or
obligations under any Award theretofore granted to such Participant.  No Award may be granted during any period of
suspension or after termination of the Plan.


 


11.2.        Sub-Plans.  The Board, in its sole discretion, may adopt
sub-Plans to allow modifications of the Plan and Awards to comply with the
requirements of any applicable federal, state, or local laws, rules or
regulations.


 


11.3         Duration
of the Plan. The Plan shall, subject to Section 11.1, terminate ten years
after adoption by the Board, unless earlier terminated by the Board, and no
further Awards shall be granted under the Plan. 
The termination of the Plan shall not affect any Awards granted prior to
the termination of the Plan.


 


ARTICLE 12


 


LEGAL CONSTRUCTION 


 


12.1.        Gender
and Number.  Except where otherwise
indicated by the context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular shall include
the plural.


 


13

















 


12.2.        Severability.  In the event any provision of the Plan or of
any Award Agreement shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan or
the Award Agreement, and the Plan and/or the Award Agreement shall be construed
and enforced as if the illegal or invalid provision had not been included.


 


12.3.        Requirements
of Law.  The granting of Awards and
the issuance of Shares under the Plan shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.


 


12.4.        Governing
Law.  The Plan and all Award
Agreements shall be construed in accordance with and governed by the laws of
The Netherlands, but without regard to its conflict of law provisions.


 


12.5.        Captions.  Captions are provided herein for convenience
only, and shall not serve as a basis for interpretation or construction of the
Plan.


 


12.6.        Incentive
Stock Options.  Should any Option
granted under this Plan be designated an “Incentive Stock Option,” but fail,
for any reason, to meet the requirements of the Code for such a designation,
then such Option shall be deemed to be a Non-Qualified Stock Option and shall
be valid as such according to its terms.


 


 


 


 


*************************************************************


 


14

















 


 


 


STOCK OPTION AGREEMENT


 


pursuant to the


 


 AERCAP HOLDINGS N.V. 2006 EQUITY
INCENTIVE PLAN


 


 


* 
*  *  *  *


 


Optionee:


 


Grant Date:


 


Per Share Exercise Price:


 


Number of Option Shares subject to this Option:


 


 


*  * 
*  *  *


 


 


                                THIS
STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified
above, is entered into by and between AerCap Holdings N.V.  (the “Company”), and the Optionee specified above,
pursuant to the AerCap Holdings N.V. 2006 Equity Incentive Plan, as in effect and as amended from time
to time (the “Plan”); and


 


                                WHEREAS,
it has been determined under the Plan that it would be in the best interests of
the Company to grant the non-qualified stock option provided for herein to the
Optionee.


 


                                NOW,
THEREFORE, in consideration of the mutual covenants and premises hereinafter
set forth and for other good and valuable consideration, the parties hereto
hereby mutually covenant and agree as follows:


 


                1.             Incorporation
By Reference; Plan Document Receipt.  This Agreement
is subject in all respects to the terms and provisions of the Plan (including,
without limitation, any amendments thereto adopted at any time and from time to
time unless such amendments are expressly intended not to apply to the grant of
the option hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth
herein.  Any capitalized term not defined
in this Agreement shall have the same meaning as is ascribed thereto under the
Plan.  The Optionee hereby acknowledges
receipt of a true copy of the Plan and that the Optionee has read the Plan
carefully and fully understands its content. 
In the event of any conflict between the terms of this Agreement and the
terms of the Plan, the terms of the Plan shall control.


 

















 


                2.             Grant
of Option.  The Company hereby grants to the Optionee, as
of the Grant Date specified above, a non-qualified stock option (this “Option”)
to acquire from the Company at the Per Share Exercise Price specified above the
aggregate number of Shares specified above (the “Option Shares”).  This Option is not to be treated as (and is
not intended to qualify as) an incentive stock option within the meaning of
Section 422 of the Code.  As a condition
to receipt of this Option, the Optionee shall be required to execute and
deliver any other agreement related to this Option or the Company’s stock as
the Company may direct.


 


                3.             No
Dividends Equivalents.  The Optionee
shall not be entitled to receive a cash payment in respect of the Option Shares
underlying this Option on any dividend payment date for the Ordinary Shares.


 


                4.             Exercise
of this Option.


 


                                4.1          In accordance with, and to the extent
provided by, the terms and provisions of Article 5 of the Plan,  50% of this Option shall become exercisable
pursuant to the vesting schedule described in Section 4.2 below (the
“Time-Based Option”) and 50% of this Option shall become exercisable pursuant
to the vesting requirements of Section 4.3 below (the “Performance-Based
Option”).


 


                                4.2          On
each of the first four anniversaries of the Grant Date, 25% of the Time-Based
Option shall become exercisable, provided the Optionee is then employed by or
performing services at such time for the Company and/or one of its
Subsidiaries.


 


                                4.3          On each of
the first four anniversaries of the Grant Date (each a “Performance Vesting
Date”), 25% of the Performance-Based Option shall become exercisable, provided
that (i) the Optionee is then employed by or performing services at such time
for the Company and/or one of its Subsidiaries and (ii) the Committee
determines that the applicable Performance Goals have been achieved for the
applicable Performance Period.  For purposes
of this Award, the applicable Performance Period for each Performance Vesting
Date shall be the one-year period immediately preceding such Performance
Vesting Date and the applicable Performance Goals shall be set forth in Exhibit
A, as amended from time to time by the Committee in accordance with the Plan


 


                                4.4          Unless
earlier terminated in accordance with the terms and provisions of the Plan
and/or this Agreement, this Option shall expire and shall no longer be
exercisable after the expiration of ten years from the Grant Date (the “Option
Period”).


 


                                4.5          In no event shall this Option be
exercisable for a fractional share of Ordinary Shares.


 


                5. 
           Method of Exercise
and Payment.  This Option shall be exercised by the
Optionee by delivering to the Secretary of the Company or his designated agent
on any business day (the “Exercise Date”) a written notice, in such manner and
form as may be required by the Company, specifying the number of the Option
Shares the Optionee then desires to acquire (the “Exercise Notice”).  The Exercise Notice shall be accompanied by
payment of (i) the aggregate


 


2

















 


Per Share Exercise Price for such number of the Option Shares to be
acquired upon such exercise and (ii) the amount sufficient to pay all taxes
required to be withheld by any governmental agency.  Such payment shall be made in the manner set
forth in Section 5.6 of the Plan.


 


                6.             Termination.


 


6.1          If the Optionee’s employment with the Company and/or
one of its Subsidiaries terminates for any reason, any then unexercisable
portion of this Option shall be forfeited and cancelled by the Company.


 


6.2          If Optionee’s termination of employment with the
Company and/or its Subsidiaries is due to the Optionee’s death or disability,
(as determined by the Committee) the Optionee (or the Optionee’s estate,
designated beneficiary or other legal representative, as the case may be and as
determined by the Committee) shall have the right, to the extent exercisable
immediately prior to any such termination, to exercise this Option at any time
within the one (1) year period following such termination due to death or
disability, but not beyond the expiration of the Option Period, and thereafter
such Option shall be forfeited and cancelled by the Company.


 


6.3          If the Optionee’s employment with the Company or any
Subsidiary is terminated for Cause, such Optionee’s rights, if any, to exercise
any portion of the Stock Option, shall terminate on the date of such
termination for Cause and such portion of the Stock Option shall be cancelled
by the Company.


 


6.4          If the Optionee’s employment with the Company and/or
its Subsidiaries terminates for any reason other than those described in
Section 6.2 or Section 6.3, the Optionee’s rights, if any, to exercise any then
exercisable portion of this Stock Option, shall terminate ninety (90) days
after the date of such termination, but not beyond the expiration of the Option
Period, and thereafter such Stock Option shall be forfeited and cancelled by
the Company.


 


6.5          The
Board or the Committee, in its sole discretion, may determine that all or any
portion of this Option, to the extent exercisable immediately prior to the
Optionee’s termination of employment with the Company and/or its Subsidiaries
for any reason, may remain exercisable for an additional specified time period
after the period specified above in this Section 6 expires (subject to any
other applicable terms and provisions of the Plan and this Agreement), but not
beyond the expiration of the Option Period.


 


                7.             Non-transferability.  This
Option, and any rights or interests therein, shall not be sold, exchanged,
transferred, assigned or otherwise disposed of in any way at any time by the
Optionee (or any beneficiary(ies) of the Optionee), other than by testamentary
disposition by the Optionee or the laws of descent and distribution.  This Option shall not be pledged, encumbered
or otherwise hypothecated in any way at any time by the Optionee (or any
beneficiary(ies) of the Optionee) and shall not be subject to execution,
attachment or similar legal process.  Any
attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise
dispose of or hypothecate this Option, or the levy of any execution, attachment
or similar legal process upon this Option, 
contrary to the terms of this Agreement and/or the Plan shall be null
and void and without legal


 


3

















 


force or effect.  This Option
shall be exercisable during the Optionee’s lifetime only by the Optionee.


 


                8.             Entire
Agreement; Amendment. 
This Agreement contains the entire agreement between the parties hereto
with respect to the subject matter contained herein, and supersedes all prior
agreements or prior understandings, whether written or oral, between the
parties relating to such subject matter. 
The Board or the Committee shall have the right, in its sole discretion,
to modify or amend this Agreement from time to time in accordance with and as
provided in the Plan.  The Company shall
give written notice to the Optionee of any such modification or amendment of
this Agreement as soon as practicable after the adoption thereof.  This Agreement may also be modified or
amended by a writing signed by both the Company and the Optionee.


 


                9. 
           Notices. 
Any Exercise Notice or other notice which may be required or permitted
under this Agreement shall be in writing, and shall be delivered in person or
via facsimile transmission, overnight courier service or certified mail, return
receipt requested, postage prepaid, properly addressed as follows.


 


                                9.1 
If such notice is to the Company, to the attention of the Secretary of
AerCap Holdings N.V., Evert van de Beekstraat 312, 1118 CX Schiphol Airport,
The Netherlands, or at such other address as the Company, by notice to the
Optionee, shall designate in writing from time to time.


 


                                9.2 
If such notice is to the Optionee, at his or her address as shown on the
Company’s records, or at such other address as the Optionee, by notice to the
Company, shall designate in writing from time to time.


 


                10. 
        Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of The Netherlands without reference to the principles of conflict of laws
thereof.


 


                11. 
        Compliance with Laws. 
The issuance of this Option (and the Option Shares upon exercise of this
Option) pursuant to this Agreement shall be subject to, and shall comply with,
any applicable requirements of any applicable securities laws, rules and
regulations (including, without limitation, the provisions of the Securities
Act of 1933, the Exchange Act and the respective rules and regulations
promulgated thereunder).  The Company
shall not be obligated to issue this Option or any of the Option Shares
pursuant to this Agreement if any such issuance would violate any such
requirements.


 


                12. 
        Binding Agreement;
Assignment.  This Agreement shall inure to the benefit of,
be binding upon, and be enforceable by the Company and its successors and
assigns.  The Optionee shall not assign
any part of this Agreement without the prior express written consent of the
Company.


 


                13. 
        Counterparts. 
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same instrument.


 


4

















 


                14. 
        Headings. 
The titles and headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be a
part of this Agreement.


 


                15. 
        Further Assurances. 
Each party hereto shall do and perform (or shall cause to be done and
performed) all such further acts and shall execute and deliver all such other
agreements, certificates, instruments and documents as any party hereto
reasonably may request in order to carry out the intent and accomplish the
purposes of this Agreement and the Plan and the consummation of the
transactions contemplated thereunder.


 


16.          Severability. 
The invalidity or unenforceability of any provisions of this Agreement
in any jurisdiction shall not affect the validity, legality or enforceability
of the remainder of this Agreement in such jurisdiction or the validity,
legality or enforceability of any provision of this Agreement in any other
jurisdiction, it being intended that all rights and obligations of the parties
hereunder shall be enforceable to the fullest extent permitted by law.


 


 


[remainder
of page intentionally left blank — signature page follows]


 


5

















 


                IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized officer, and the Optionee has
hereunto set his hand, all as of the Grant Date specified above.


 


	
   

  	
  AERCAP HOLDINGS N.V.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Optionee

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name: 

  	
   

  
						



 


6

















 


EXHIBIT A


 


Performance Goals


 


7