exv10w5






Exhibit 10.5




AIR LEASE CORPORATION

GRANT NOTICE FOR 2010 EQUITY INCENTIVE PLAN

INCENTIVE STOCK OPTIONS



FOR GOOD AND VALUABLE CONSIDERATION, Air Lease Corporation (the “Company”), hereby grants to
Participant named below the incentive stock option (the “Option”) to purchase any part or all of
the number of shares of its Class A common stock, par value $0.01 (the “Common Stock”), that are
covered by this Option, as specified below, at the Exercise Price per share specified below and
upon the terms and subject to the conditions set forth in this Grant Notice, the Air Lease
Corporation 2010 Equity Incentive Plan (the “Plan”), the Standard Terms and Conditions (the
“Standard Terms and Conditions”) promulgated under such Plan, and any Individual Agreement (as
defined in the Plan) to which the Participant is a party, each as amended from time to time. This
Option is granted pursuant to the Plan and is subject to and qualified in its entirety by the
Standard Terms and Conditions.




	 	 	 

	Name of Participant:
	 	 
	Grant Date:

	 	 
	Number of Shares of Common
Stock covered by Option:
	 	 
	Exercise Price Per Share:

	 	 
	Expiration Date:

	 	The tenth anniversary of the Grant Date.
	Vesting Schedule:

	 	 





This Option is intended to qualify as an incentive stock option under Section 422 of the Code. By
accepting this Grant Notice, Participant acknowledges that he or she has received and read, and
agrees that this Option shall be subject to, the terms of this Grant Notice, the Plan, the Standard
Terms and Conditions, and any Individual Agreement (as defined in the Plan) to which the
Participant is a party.




	 	 	 	 	 	 	 

	AIR LEASE CORPORATION	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Participant Signature
	By
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:
	 	 	 	Address (please print):
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 





 









 






AIR LEASE CORPORATION

STANDARD TERMS AND CONDITIONS FOR

EMPLOYEE INCENTIVE STOCK OPTIONS



These Standard Terms and Conditions apply to the Options granted pursuant to the Air Lease
Corporation 2010 Equity Incentive Plan (the “Plan”), which are identified as incentive stock
options and are evidenced by a Grant Notice or an action of the Committee that specifically refers
to these Standard Terms and Conditions. In addition to these Terms and Conditions, the Option
shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and
Conditions by this reference. Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Plan.





	1.	 	TERMS OF OPTION
	 
	 	 	Air Lease Corporation, a Delaware corporation (the “Company”), has granted to the
Participant named in the Grant Notice provided to said Participant herewith (the “Grant
Notice”) an incentive stock option (the “Option”) to purchase up to the number of shares of
the Company’s Class A common stock (the “Common Stock”), set forth in the Grant Notice. The
exercise price per share and the other terms and conditions of the Option are set forth in
the Grant Notice, these Standard Terms and Conditions (as amended from time to time), the
Plan, and any Individual Agreement (as defined in the Plan) to which the Participant is a
party. For purposes of these Standard Terms and Conditions and the Grant Notice, any
reference to the Company shall include a reference to any Subsidiary.
	 
	2.	 	INCENTIVE STOCK OPTION
	 
	 	 	The Option is intended to qualify as an incentive stock option under Section 422 of the
Code, and will be interpreted accordingly. Section 422 of the Code provides, among other
things, that the Participant shall not be taxed upon the exercise of a stock option that
qualifies as an incentive stock option provided the Participant does not dispose of the
shares of Common Stock acquired upon exercise of such option until the later of two years
after such option is granted to the Participant and one year after such option is exercised.
Notwithstanding anything to the contrary herein, Section 422 of the Code provides that
incentive stock options (including, possibly, the Option) shall not be treated as incentive
stock options if and to the extent that the aggregate fair market value of shares of Common
Stock (determined as of the time of grant) with respect to which such incentive stock
options are exercisable for the first time by the Participant during any calendar year
(under all plans of the Company and its Subsidiaries) exceeds $100,000, taking options into
account in the order in which they were granted. Thus, if and to the extent that any shares
of Common Stock issued under a portion of the Option exceeds the foregoing $100,000
limitation, such shares shall not be treated as issued under an incentive stock option
pursuant to Section 422 of the Code and shall instead be treated as issued pursuant to
nonqualified stock options.




 









 












	3.	 	EXERCISE OF OPTION
	 
	 	 	The Option shall not be exercisable as of the Grant Date set forth in the Grant Notice.
After the Grant Date, to the extent not previously exercised, and subject to termination or
acceleration as provided in these Standard Terms and Conditions, the Plan, or any Individual
Agreement, the Option shall be exercisable only to the extent it becomes vested, as
described in the Grant Notice or the terms of the Plan, to purchase up to that number of
shares of Common Stock as set forth in the Grant Notice, provided that (except as set forth
in Section 4.A below) the Participant remains employed with the Company and does not
experience a Termination of Service. The vesting period and/or exercisability of an Option
may be adjusted by the Committee to reflect the decreased level of employment during any
period in which the Participant is on an approved leave of absence or is employed on a less
than full time basis.
	 
	 	 	To exercise the Option (or any part thereof), the Participant shall deliver to the Company a
“Notice of Exercise” in a form specified by the Committee, specifying the number of whole
shares of Common Stock the Participant wishes to purchase and how the Participant’s shares
of Common Stock should be registered (in the Participant’s name only or in the Participant’s
and the Participant’s spouse’s names as community property or as joint tenants with right of
survivorship).
	 
	 	 	The exercise price (the “Exercise Price”) of the Option is set forth in the Grant Notice.
The Company shall not be obligated to issue any shares of Common Stock until the Participant
shall have paid the total Exercise Price for that number of shares of Common Stock. The
Exercise Price may be paid in Common Stock, cash or a combination thereof, including an
irrevocable commitment by a broker to pay over such amount from a sale of the Common Stock
issuable under the Option, the delivery of previously owned Common Stock, withholding of
      shares of Common Stock deliverable upon exercise of the Option, or in such other manners as
may be permitted by the Committee.
	 
	 	 	Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as
practical after exercise. Notwithstanding the above, the Company shall not be obligated to
deliver any shares of Common Stock during any period when the Company determines that the
exercisability of the Option or the delivery of shares of Common Stock hereunder would
violate any federal, state or other applicable laws.
	 
	4.	 	EXPIRATION OF OPTION
	 
	 	 	The Option shall expire and cease to be exercisable as of the earlier of (a) the Expiration
Date set forth in the Grant Notice or (b) the date specified below in connection with the
Participant’s Termination of Service:






	 	A.	 	Except as otherwise provided in any Individual Agreement, if applicable, if the
Participant’s Termination of Service is by reason of death or Disability, the
Participant (or the Participant’s estate, beneficiary or legal representative) may
exercise the Option (regardless of whether then vested or exercisable) until the date
that is twelve months following the date of such Termination of Service.




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	 	B.	 	Except as otherwise provided in any Individual Agreement, if applicable, if the
Participant’s Termination of Service is for any reason other than death, Disability or
Cause, the Participant may exercise any portion of the Option that is vested and
exercisable at the time of such Termination of Service until the date that is three
months following the date of such Termination of Service. Except as otherwise provided
in any Individual Agreement, if applicable, any portion of the Option that is not
vested and exercisable at the time of such Termination of Service (after taking into
account any accelerated vesting under Section 14 of the Plan or any other agreement
between the Participant and the Company, if applicable) shall be forfeited and canceled
as of the date of such Termination of Service.
	 
	 	C.	 	Except as otherwise provided in any Individual Agreement, if applicable, if the
Participant’s Termination of Service is by the Company for Cause, the entire Option,
whether or not then vested and exercisable, shall be immediately forfeited and canceled
as of the date of such Termination of Service.






	5.	 	RESTRICTIONS ON RESALES OF SHARES ACQUIRED PURSUANT TO OPTION EXERCISE
	 
	 	 	The Company may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Participant or other
subsequent transfers by the Participant of any shares of Common Stock issued as a result of
the exercise of the Option, including without limitation (a) restrictions under an insider
trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner
of sales by Participant and other optionholders and (c) restrictions as to the use of a
specified brokerage firm for such resales or other transfers.
	 
	6.	 	INCOME TAXES
	 
	 	 	The Company shall not deliver shares of Common Stock in respect of the exercise of any
Option unless and until the Participant has made arrangements satisfactory to the Committee
to satisfy applicable withholding tax obligations. Unless the Participant pays the
withholding tax obligations to the Company by cash or check in connection with the exercise
of the Option, and except as otherwise provided in any Individual Agreement, withholding may
be effected, at the Company’s option, by withholding Common Stock issuable in connection
with the exercise of the Option (provided that shares of Common Stock may be withheld only
to the extent that such withholding will not result in adverse accounting treatment for the
Company). The Participant acknowledges that the Company shall have the right to deduct any
taxes required to be withheld by law in connection with the exercise of the Option from any
amounts payable by it to the Participant (including, without limitation, future cash wages).
	 
	7.	 	NON-TRANSFERABILITY OF OPTION
	 
	 	 	Except as permitted by the Committee or as permitted under the Plan, the Participant may not
assign or transfer the Option to anyone other than by will or the laws of descent and
distribution and the Option shall be exercisable only by the Participant during his or her




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	 	 	lifetime. The Company may cancel the Participant’s Option if the Participant attempts to
assign or transfer it in a manner inconsistent with this Section 7.






	8.	 	OTHER AGREEMENTS SUPERSEDED
	 
	 	 	The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire
understanding between the Participant and the Company regarding the Option. Any prior
agreements, commitments or negotiations concerning the Option are superseded, except for the
express terms of any Individual Agreement to which the Participant is a party.
	 
	9.	 	LIMITATION OF INTEREST IN SHARES SUBJECT TO OPTION
	 
	 	 	Neither the Participant (individually or as a member of a group) nor any beneficiary or
other person claiming under or through the Participant shall have any right, title,
interest, or privilege in or to any shares of Common Stock allocated or reserved for the
purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions
except as to such shares of Common Stock, if any, as shall have been issued to such person
upon exercise of the Option or any part of it. Nothing in the Plan, in the Grant Notice,
these Standard Terms and Conditions or any other instrument executed pursuant to the Plan
shall confer upon the Participant any right to continue in the Company’s employ or service
nor limit in any way the Company’s right to terminate the Participant’s employment at any
time for any reason.
	 
	10.	 	GENERAL
	 
	 	 	In the event that any provision of these Standard Terms and Conditions is declared to be
illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such
provision shall be reformed, if possible, to the extent necessary to render it legal, valid
and enforceable, or otherwise deleted, and the remainder of these Standard Terms and
Conditions shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.
	 
	 	 	The headings preceding the text of the sections hereof are inserted solely for convenience
of reference, and shall not constitute a part of these Standard Terms and Conditions, nor
shall they affect its meaning, construction or effect.
	 
	 	 	These Standard Terms and Conditions shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
	 
	 	 	These Standard Terms and Conditions shall be construed in accordance with and governed by
the laws of the State of Delaware, without regard to principles of conflicts of law.
	 
	 	 	In the event of any conflict between the Grant Notice, these Standard Terms and Conditions
and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In
the event of any conflict between the Grant Notice and these Standard Terms and Conditions,
the Grant Notice shall control. Any Individual Agreement to which the




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	 	 	Participant is a party shall control, to the extent such agreement contains provisions
governing the Option.






	 	 	All questions arising under the Plan or under these Standard Terms and Conditions shall be
decided by the Committee in its total and absolute discretion.
	 
	11.	 	ELECTRONIC DELIVERY
	 
	 	 	By executing the Grant Notice, the Participant hereby consents to the delivery of
information (including, without limitation, information required to be delivered to the
Participant pursuant to applicable securities laws) regarding the Company and the
Subsidiaries, the Plan, the Option and the Common Stock via Company web site or other
electronic delivery.






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