exv10w4






Exhibit 10.4




AIR LEASE CORPORATION

GRANT NOTICE FOR 2010 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNITS



FOR GOOD AND VALUABLE CONSIDERATION, Air Lease Corporation (the “Company”), hereby grants to
Participant named below the number of restricted stock units specified below (the “Award”), 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”) adopted under such Plan and provided to Participant, and any Individual Agreement (as
defined in the Plan) to which any Participant is a party, each as amended from time to time. Each
restricted stock unit subject to this Award represents the right to receive one share of the
Company’s Class A common stock, par value $0.01 (the “Common Stock”), subject to the conditions set
forth in this Grant Notice, the Plan, the Standard Terms and Conditions, and any Individual
Agreement to which the Participant is a party. This Award 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 restricted stock units subject to the Award:
	 	 	 	 
	 	Vesting Schedule:

	 	 	 	 
	 




By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and
agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan, the Standard
Terms and Conditions, and any Individual Agreement 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

RESTRICTED STOCK UNITS



These Standard Terms and Conditions apply to the Award of restricted stock units granted
pursuant to the Air Lease Corporation 2010 Equity Incentive Plan (the “Plan”), which 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 restricted stock units 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 RESTRICTED STOCK UNITS
	 
	 	 	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 award of a number of restricted stock units (the “Award” or the “Restricted
Stock Units”) specified in the Grant Notice. Each Restricted Stock Unit represents the
right to receive one share of the Company’s Class A common stock, $0.01 par value per share
(the “Common Stock”), upon the terms and subject to the conditions set forth in the Grant
Notice, these Standard Terms and Conditions, the Plan, and any Individual Agreement to which
any Participant is a party, each as amended from time to time. 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.	 	VESTING OF RESTRICTED STOCK UNITS
	 
	 	 	The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall
be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice
and these Standard Terms and Conditions. After the Grant Date, subject to termination or
acceleration as provided in these Standard Terms and Conditions, the Plan, or any Individual
Agreement, the Award shall become vested as described in the Grant Notice with respect to
that number of Restricted Stock Units as set forth in the Grant Notice. Notwithstanding
anything contained in these Standard Terms and Conditions to the contrary, upon the
Participant’s Termination of Service for any reason (including by reason of death or
Disability), any then unvested Restricted Stock Units (after taking into account any
accelerated vesting under Section 14 of the Plan or any Individual Agreement, if applicable)
held by the Participant shall be forfeited and canceled as of the date of such Termination
of Service (except as otherwise provided in any Individual Agreement).
	 
	3.	 	SETTLEMENT OF RESTRICTED STOCK UNITS
	 
	 	 	Vested Restricted Stock Units shall be settled by the delivery to the Participant or a
designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as
soon as reasonably practicable following the vesting of such Restricted Stock Units, and in
all events no later than March 15 of the year following the year of vesting




 









 






	 	 	(unless delivery is deferred pursuant to a nonqualified deferred compensation plan in
accordance with the requirements of Section 409A of the Code).






	4.	 	RIGHTS AS STOCKHOLDER
	 
	 	 	The Participant shall have no voting rights or the right to receive any dividends with
respect to shares of Common Stock underlying Restricted Stock Units unless and until such
shares of Common Stock are reflected as issued and outstanding shares on the Company’s stock
ledger.
	 
	5.	 	RESTRICTIONS ON RESALES OF SHARES
	 
	 	 	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 Common Stock issued in respect of vested
Restricted Stock Units, 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 holders 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 in respect of any Restricted Stock Units unless and
until the Participant has made arrangements satisfactory to the Committee to satisfy
applicable withholding tax obligations. The Company may, at its option, elect to withhold
Common Stock issuable in connection with the vesting of the Restricted Stock Units in
satisfaction of such withholding tax obligations, and the Participant hereby consents to
such withholding. The Participant acknowledges that the Company shall have the right to
deduct any taxes required to be withheld by law in connection with the delivery of the
Restricted Stock Units from any amounts payable by it to the Participant (including, without
limitation, future cash wages).
	 
	7.	 	NON-TRANSFERABILITY OF AWARD
	 
	 	 	The Participant represents and warrants that the Restricted Stock Units are being acquired
by the Participant solely for the Participant’s own account for investment and not with a
view to or for sale in connection with any distribution thereof. The Participant further
understands, acknowledges and agrees that, except as otherwise provided in the Plan or as
permitted by the Committee, the Restricted Stock Units may not be sold, assigned,
transferred, pledged or otherwise directly or indirectly encumbered or disposed of.
	 
	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 Restricted Stock Units.
Any prior agreements, commitments or negotiations concerning the Restricted Stock Units are
superseded, except for the express terms of any Individual Agreement to which the
Participant is a party.




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	9.	 	LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS
	 
	 	 	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 vesting of the Restricted Stock Units. 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 Participant is a party
shall control, to the extent such agreement contains provisions governing the Award.
	 
	 	 	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.




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	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, and the Restricted Stock Units via Company web site or other
electronic delivery.






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