exv10w12






Exhibit 10.12




INDEMNIFICATION AGREEMENT




     This Indemnification Agreement (this “Agreement”) is entered into as of [________]
(the “Effective Date”) by and between Air Lease Corporation, a Delaware corporation
(the “Company”), and [____________] (the “Indemnitee”).



RECITALS




     WHEREAS, the Board of Directors has determined that the inability to attract and retain
qualified persons as directors and officers is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there shall be adequate
certainty of protection through insurance and indemnification against risks of claims and actions
against them arising out of their service to and activities on behalf of the Company;



     WHEREAS, the Company has adopted provisions in its Certificate of Incorporation and Bylaws
providing for indemnification and advancement of expenses of its directors and officers to the
fullest extent authorized by the General Corporation Law of the State of Delaware (the
“DGCL”), and the Company wishes to clarify and enhance the rights and obligations of the
Company and the Indemnitee with respect to indemnification and advancement of expenses;



     WHEREAS, in order to induce and encourage highly experienced and capable persons such as the
Indemnitee to serve and continue to serve as directors and officers of the Company and in any other
capacity with respect to the Company as the Company may request, and to otherwise promote the
desirable end that such persons shall resist what they consider unjustified lawsuits and claims
made against them in connection with the good faith performance of their duties to the Company,
with the knowledge that certain costs, judgments, penalties, fines, liabilities, and expenses
incurred by them in their defense of such litigation are to be borne by the Company and that they
shall receive the maximum protection against such risks and liabilities as may be afforded by
applicable law, the Board of Directors of the Company has determined that the following Agreement
is reasonable and prudent to promote and ensure the best interests of the Company and its
stockholders; and



     WHEREAS, the Company desires to have the Indemnitee continue to serve as a director or officer
of the Company and in any other capacity with respect to the Company as the Company may request, as
the case may be, free from undue concern for unpredictable, inappropriate, or unreasonable legal
risks and personal liabilities by reason of the Indemnitee acting in good faith in the performance
of the Indemnitee’s duty to the Company; and the Indemnitee desires to continue to serve the
Company, provided, and on the express condition, that he or she is furnished with the
indemnity set forth hereinafter.



AGREEMENT




     NOW, THEREFORE, in consideration of the Indemnitee’s continued service as a director or
officer of the Company, the parties hereto agree as follows:



 









 





     1. Definitions. For purposes of this Agreement:



          (a) A “Change in Control” will be deemed to have occurred if the individuals who, as
of the Effective Date, constitute the Board of Directors of the Company (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board of Directors;
provided, however, that any individual becoming a director subsequent to such
effective date whose election, or nomination for election by the stockholders of the Company, was
approved by a vote of at least a majority of the directors then 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 an
actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a person other than the
Board of Directors.




          (b) “Disinterested Director” means a director of the Company who is not or was not a
party to the Proceeding in respect of which indemnification is being sought by the Indemnitee.




          (c) “Expenses” includes, without limitation, expenses incurred in connection with the
defense or settlement of any action, suit, arbitration, alternative dispute mechanism, inquiry,
judicial, administrative, or legislative hearing, investigation, or any other threatened, pending,
or completed proceeding, whether brought by or in the right of the Company or otherwise, including
any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or
other nature, attorneys’ fees, witness fees and expenses, fees and expenses of accountants and
other advisors, retainers and disbursements and advances thereon, the premium, security for, and
other costs relating to any bond (including cost bonds, appraisal bonds, or their equivalents), and
any expenses of establishing a right to indemnification or advancement under Sections 9, 11, 13,
and 16 hereof, including the amount of judgments, fines, ERISA excise taxes, or penalties actually
levied against the Indemnitee, or any amounts paid in settlement by or on behalf of the Indemnitee.




          (d) “Independent Counsel” means a law firm or a member of a law firm that neither is
presently nor in the past five years has been retained to represent (i) the Company or the
Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding
giving rise to a request for indemnification hereunder. Notwithstanding the foregoing, the term
“Independent Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing either the
Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification under
this Agreement.




          (e) “Proceeding” means any action, suit, arbitration, alternative dispute mechanism,
inquiry, judicial, administrative, or legislative hearing, investigation, or any other threatened,
pending, or completed proceeding, whether brought by or in the right of the Company or otherwise,
including any and all appeals, whether of a civil, criminal, administrative, legislative,
investigative, or other nature, to which the Indemnitee was or is a party or is threatened to be
made a party or is otherwise involved in by reason of the fact that the Indemnitee is or was a
director, officer, employee, agent, or trustee of the Company or while a
director, officer, employee, agent, or trustee of the Company is or was serving at the request
of the Company as a director, officer, employee, agent, or trustee of another corporation or of a


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partnership, joint venture, trust, or other enterprise, including service with respect to an
employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such
capacity, whether or not the Indemnitee is serving in such capacity at the time any expense,
liability, or loss is incurred for which indemnification or advancement can be provided under this
Agreement.




     2. Service by the Indemnitee. The Indemnitee shall serve and/or continue to serve as
a director and/or officer of the Company faithfully and to the best of the Indemnitee’s ability so
long as the Indemnitee is duly elected or appointed and until such time as the Indemnitee’s
successor is elected and qualified or the Indemnitee is removed as permitted by applicable law or
tenders a resignation in writing.



     3. Indemnification and Advancement of Expenses. The Company shall indemnify and hold
harmless the Indemnitee, and shall pay to the Indemnitee in advance of the final disposition of any
Proceeding all Expenses actually and reasonably incurred by the Indemnitee in defending any such
Proceeding, to the fullest extent authorized by the DGCL, as the same exists or may hereafter be
amended, all on the terms and conditions set forth in this Agreement. Without diminishing the
scope of the rights provided by this Section, the rights of the Indemnitee to indemnification and
advancement of Expenses provided hereunder shall include but shall not be limited to those rights
hereinafter set forth, except that no indemnification or advancement of Expenses shall be paid to
the Indemnitee:



          (a) to the extent expressly prohibited by applicable law or the Certificate of Incorporation
and Bylaws of the Company;




          (b) for and to the extent that payment is actually made to the Indemnitee under a valid and
collectible insurance policy or under a valid and enforceable indemnity clause, provision of the
certificate of incorporation or bylaws, or agreement of the Company or any other company or other
enterprise where the Indemnitee is or was serving at the request of the Company (and the Indemnitee
shall reimburse the Company for any amounts paid by the Company and subsequently so recovered by
the Indemnitee);




          (c) in connection with an action, suit, or proceeding, or part thereof (including claims and
counterclaims) initiated by the Indemnitee, except a judicial proceeding or arbitration pursuant to
Section 11 to enforce rights under this Agreement, unless the action, suit, or proceeding, or part
thereof, was authorized or ratified by the Board of Directors of the Company; or




          (d) with respect to any Proceeding brought by or in the right of the Company against the
Indemnitee that is authorized by the Board of Directors of the Company, except as provided in
Sections 5, 6, and 7 below.




     4. Action or Proceedings Other than an Action by or in the Right of the Company.
Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification
rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a
party to, or was or is otherwise involved in, any Proceeding (other than an action by or in
the right of the Company) by reason of the fact that the Indemnitee is or was a director, officer,



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employee, agent, or trustee of the Company or while a director, officer, employee, agent, or
trustee of the Company is or was serving at the request of the Company as a director, officer,
employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or
other enterprise, including service with respect to an employee benefit plan, or by reason of
anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the
Indemnitee shall be indemnified against all expense, liability, and loss (including judgments,
fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the
Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee in connection with
such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and with respect to any
criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.



     5. Indemnity in Proceedings by or in the Right of the Company. The Indemnitee shall
be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a
party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding
brought by or in the right of the Company to procure a judgment in its favor by reason of the fact
that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or
while a director, officer, employee, agent, or trustee of the Company is or was serving at the
request of the Company as a director, officer, employee, agent, or trustee of another corporation
or of a partnership, joint venture, trust, or other enterprise, including service with respect to
an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such
capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense,
liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in
settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the
Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner
the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company;
provided, however, that no such indemnification shall be made in respect of any
claim, issue, or matter as to which the DGCL expressly prohibits such indemnification by reason of
any adjudication of liability of the Indemnitee to the Company, unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought
shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, the Indemnitee is entitled to indemnification for such expense,
liability, and loss as such court shall deem proper.



     6. Indemnification for Costs, Charges, and Expenses of Successful Party.
Notwithstanding any limitations of Sections 3(d), 4, and 5 above, to the extent that the Indemnitee
has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding,
or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal
of any action without prejudice, or if it is ultimately determined, by final judicial decision of a
court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee
is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.



     7. Partial Indemnification. If the Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the expense, liability,



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and
loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or
on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any
Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to
enforce rights under this Agreement, but not, however, for all of the total amount thereof, the
Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and
loss actually and reasonably incurred to which the Indemnitee is entitled.



     8. Indemnification for Expenses of a Witness. Notwithstanding any other provision of
this Agreement, to the maximum extent permitted by the DGCL, the Indemnitee shall be entitled to
indemnification against all Expenses actually and reasonably incurred by the Indemnitee or on the
Indemnitee’s behalf if the Indemnitee appears as a witness or otherwise incurs legal expenses as a
result of or related to the Indemnitee’s service as a director or officer of the Company, in any
threatened, pending, or completed action, suit, arbitration, alternative dispute mechanism,
inquiry, judicial, administrative, or legislative hearing, investigation, or any other threatened,
pending, or completed or proceeding, whether of a civil, criminal, administrative, legislative,
investigative, or other nature, to which the Indemnitee neither is, nor is threatened to be made, a
party.



     9. Determination of Entitlement to Indemnification. To receive indemnification under
this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company.
Such request shall include documentation or information that is necessary for such determination
and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a
written request by the Indemnitee for indemnification pursuant to Sections 3, 4, 5, 6, 7, or 8, the
entitlement of the Indemnitee to indemnification, to the extent not provided pursuant to the terms
of this Agreement, shall be determined by the following person or persons who shall be empowered to
make such determination: (a) the Board of Directors of the Company by a majority vote of
Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of
Disinterested Directors designated by a majority vote of such directors, whether or not such
majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested
Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy
of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the
event that a Change in Control has occurred, by Independent Counsel in a written opinion to the
Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel
shall be selected by the Board of Directors and approved by the Indemnitee, except that in the
event that a Change in Control has occurred, Independent Counsel shall be selected by the
Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon
failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has
occurred), such Independent Counsel shall be selected upon application to a court of competent
jurisdiction. The determination of entitlement to indemnification shall be made and, unless a
contrary determination is made, such indemnification shall be paid in full by the Company not later
than 60 calendar days after receipt by the Secretary of the Company of a written request for
indemnification. If the person making such determination shall determine that the Indemnitee is
entitled to indemnification as to part (but not all) of the application for indemnification, such
person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the
determination.



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     10. Presumptions and Effect of Certain Proceedings. The Secretary of the Company
shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in
writing the Board of Directors or such other person or persons empowered to make the determination
as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon
making such request for indemnification, the Indemnitee shall be presumed to be entitled to
indemnification hereunder and the Company shall have the burden of proof in making any
determination contrary to such presumption. If the person or persons so empowered to make such
determination shall have failed to make the requested determination with respect to indemnification
within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite
determination of entitlement to indemnification shall be deemed to have been made and the
Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request
for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment,
order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner
the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or
with respect to any criminal Proceeding, or had reasonable cause to believe his or her conduct was
unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except
as may be provided herein.



     11. Remedies of the Indemnitee in Cases of Determination Not to Indemnify or to Advance
Expenses; Right to Bring Suit. In the event that a determination is made that the Indemnitee
is not entitled to indemnification hereunder or if payment is not timely made following a
determination of entitlement to indemnification pursuant to Sections 9 and 10, or if an advancement
of Expenses is not timely made pursuant to Section 16, the Indemnitee may at any time thereafter
bring suit against the Company in a court of competent jurisdiction in the State of Delaware
seeking an adjudication of entitlement to such indemnification or advancement of Expenses.
Alternatively, the Indemnitee at the Indemnitee’s option may seek an award in an arbitration to be
conducted by a single arbitrator in the State of Delaware pursuant to the rules of the American
Arbitration Association, such award to be made within 60 calendar days following the filing of the
demand for arbitration. The Company shall not oppose the Indemnitee’s right to seek any such
adjudication or award in arbitration. In any suit or arbitration brought by the Indemnitee to
enforce a right to indemnification hereunder (but not in a suit or arbitration brought by the
Indemnitee to enforce a right to an advancement of Expenses), it shall be a defense that the
Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company or, with respect to any criminal Proceeding, had
reasonable cause to believe his or her conduct was unlawful. Further, in any suit brought by the
Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company
shall be entitled to recover such Expenses upon a final judicial decision of a court of competent
jurisdiction from which there is no further right to appeal that the Indemnitee has not met the
standard of conduct described above. Neither the failure of the Company (including the
Disinterested Directors, a committee of Disinterested Directors, Independent Counsel, or its
stockholders) to have made a determination prior to the commencement of such suit or arbitration
that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has
not met the standard of conduct described above, nor an
actual determination by the Company (including the Disinterested Directors, a committee of
Disinterested Directors, Independent Counsel, or its stockholders) that the Indemnitee has not met
the standard of conduct described above, shall create a presumption that the Indemnitee has



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not met
the standard of conduct described above, or, in the case of such a suit brought by the Indemnitee,
be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to
indemnification or to an advancement of Expenses hereunder, or brought by the Corporation to
recover an advancement of Expenses pursuant to the terms of an undertaking, the burden of proving
that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under
this Section 11 or otherwise shall be on the Company. If a determination is made or deemed to have
been made pursuant to the terms of Section 9 or 10 that the Indemnitee is entitled to
indemnification, the Company shall be bound by such determination and is precluded from asserting
that such determination has not been made or that the procedure by which such determination was
made is not valid, binding, and enforceable. The Company further agrees to stipulate in any court
or before any arbitrator pursuant to this Section 11 that the Company is bound by all the
provisions of this Agreement and is precluded from making any assertions to the contrary. If the
court or arbitrator shall determine that the Indemnitee is entitled to any indemnification or
advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably
incurred by the Indemnitee in connection with such adjudication or award in arbitration (including,
but not limited to, any appellate proceedings) to the fullest extent permitted by law, and in any
suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an
undertaking, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee
in connection with such suit to the extent the Indemnitee has been successful, on the merits or
otherwise, in whole or in part, in defense of such suit, to the fullest extent permitted by law.



     12. Non-Exclusivity of Rights. The rights to indemnification and to the advancement
of Expenses provided by this Agreement shall not be deemed exclusive of any other right that the
Indemnitee may now or hereafter acquire under any applicable law, agreement, vote of stockholders
or Disinterested Directors, provisions of the Certificate of Incorporation or Bylaws, or otherwise.



     13. Expenses to Enforce Agreement. In the event that the Indemnitee is subject to or
intervenes in any action, suit, or proceeding in which the validity or enforceability of this
Agreement is at issue or seeks an adjudication or award in arbitration to enforce the Indemnitee’s
rights under, or to recover damages for breach of, this Agreement, the Indemnitee, if the
Indemnitee prevails in whole or in part in such action, suit, or proceeding, shall be entitled to
recover from the Company and shall be indemnified by the Company against any Expenses actually and
reasonably incurred by the Indemnitee in connection therewith.



     14. Continuation of Indemnity. All agreements and obligations of the Company
contained herein shall continue during the period the Indemnitee is a director, officer, employee,
agent, or trustee of the Company or while a director, officer, employee, agent, or trustee is
serving at the request of the Company as a director, officer, employee, agent, or trustee of
another corporation or of a partnership, joint venture, trust, or other enterprise, including
service with respect to an employee benefit plan, and shall continue thereafter with respect to any
possible claims based on the fact that the Indemnitee was a director, officer, employee, agent, or
trustee of the Company or was serving at the request of the Company as a director, officer,
employee, agent, or trustee of another corporation or of a partnership, joint venture, trust,
or other enterprise, including service with respect to an employee benefit plan. This Agreement
shall be binding upon all successors and assigns of the Company (including any transferee of all



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or substantially all of its assets and any successor by merger or operation of law) and shall inure to
the benefit of the Indemnitee’s heirs, executors, and administrators.



     15. Notification and Defense of Proceeding. Promptly (but in any event, no later than
five (5) business days) after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee
shall, if a request for indemnification or an advancement of Expenses in respect thereof is to be
made against the Company under this Agreement, notify the Company in writing of the commencement
thereof; but the omission so to notify the Company shall not relieve it from any liability that it
may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to
any such Proceeding of which the Indemnitee notifies the Company:



          (a) The Company shall be entitled to participate therein at its own expense;




          (b) Except as otherwise provided in this Section 15(b), to the extent that it may wish, the
Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume
the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to
the Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to
the Indemnitee under this Agreement for any expenses of counsel subsequently incurred by the
Indemnitee in connection with the defense thereof except as otherwise provided below. The
Indemnitee shall have the right to employ the Indemnitee’s own counsel in such Proceeding, but the
fees and expenses of such counsel incurred after notice from the Company of its assumption of the
defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by
the Indemnitee has been authorized by the Company in writing, (ii) the Indemnitee shall have
reasonably concluded (upon the advice of counsel) that there may be a conflict of interest between
the Company and the Indemnitee in the conduct of the defense of such Proceeding, or (iii) the
Company shall not within 60 calendar days of receipt of notice from the Indemnitee in fact have
employed counsel to assume the defense of the Proceeding, in each of which cases the fees and
expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not
be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to
which the Indemnitee shall have made the conclusion provided for in (ii) above; and




          (c) The Company shall not be liable to indemnify the Indemnitee under this Agreement for any
amounts paid in settlement of any Proceeding effected without the Company’s prior written consent,
or for any judicial award if the Company was not given an opportunity, in accordance with this
Section 15, to participate in the defense of such Proceeding. The Company shall not settle any
Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation
with respect to the Indemnitee without the Indemnitee’s prior written consent. Neither the Company
nor the Indemnitee shall unreasonably withhold its consent to any proposed settlement.




     16. Advancement of Expenses. All Expenses actually and reasonably incurred by the
Indemnitee in defending any Proceeding described in Section 4 or 5 shall be paid by the
Company in advance of the final disposition of such Proceeding at the request of the
Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall
submit a written request to the Secretary of the Company. Such request shall reasonably evidence
the



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Expenses incurred by the Indemnitee and shall include or be accompanied by an undertaking, by
or on behalf of the Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined, by final judicial decision of a court of competent jurisdiction from which there is no
further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses by
the Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any
such amounts is not required to be secured. Each such advancement of Expenses shall be made within
20 calendar days after the receipt by the Secretary of the Company of such written request. The
Indemnitee’s entitlement to Expenses under this Agreement shall include those actually and
reasonably incurred in connection with any action, suit, or proceeding by the Indemnitee seeking an
adjudication or award in arbitration pursuant to Section 11 of this Agreement (including the
enforcement of this provision) to the extent the court or arbitrator shall determine that the
Indemnitee is entitled to an advancement of Expenses hereunder.



     17. Severability. If any provision or provisions of this Agreement shall be held to
be invalid, illegal, or unenforceable for any reason whatsoever, (a) the validity, legality, and
enforceability of the remaining provisions of this Agreement (including, without limitation, all
portions of any paragraphs of this Agreement containing any such provision held to be invalid,
illegal, or unenforceable, that are not by themselves invalid, illegal, or unenforceable) shall not
in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, all portions of any paragraph of this Agreement
containing any such provision held to be invalid, illegal, or unenforceable, that are not
themselves invalid, illegal, or unenforceable) shall be construed so as to give effect to the
intent of the parties that the Company provide protection to the Indemnitee to the fullest
enforceable extent.



     18. Headings; References; Pronouns. The headings of the sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof. References herein to section numbers are to sections of this
Agreement. All pronouns and any variations thereof shall be deemed to refer to the singular or
plural as appropriate.



     19. Other Provisions.



          (a) This Agreement and all disputes or controversies arising out of or related to this
Agreement shall be governed by, and construed in accordance with, the internal laws of the State of
Delaware, without regard to the laws of any other jurisdiction that might be applied because of
conflicts of laws principles of the State of Delaware.




          (b) This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same instrument and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other party.




          (c) This Agreement shall not be deemed an employment contract between the Company and any
Indemnitee who is an officer of the Company, and, if the Indemnitee is an
officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be
discharged at any time for any reason, with or without cause, and with or without severance



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compensation, except as may be otherwise provided in a separate written contract between the
Indemnitee and the Company.



(d) In the event of payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all
papers required and shall do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Company effectively to bring suit to enforce
such rights.



(e) This Agreement may not be amended, modified, or supplemented in any manner, whether by
course of conduct or otherwise, except by an instrument in writing specifically designated as an
amendment hereto, signed on behalf of each party. No failure or delay of either party in
exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such right or power, or any course of conduct, preclude any other or further exercise
thereof or the exercise of any other right or power.




[The remainder of this page is intentionally left blank.]






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     IN WITNESS WHEREOF, the Company and the Indemnitee have caused this Agreement to be executed
as of the date first written above.



	 	 	 	 	 
	 	AIR LEASE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	





	 
	 	Indemnitee