Aircastle Advisor LLC 300 First Stamford Place, 5th Fl. Stamford, Connecticut 06902 February 24, 2006 Joseph Schreiner 5205 N. Marina Pacifica Drive, Suite 21 Long Beach, CA 90803 Dear Joe: It is with great pleasure that Aircastle Advisor LLC (the "Company" or "Aircastle") agrees, effective on and as of the date hereof, to assume the obligations of Fortress Investment Group LLC ("Fortress") under an employment letter dated July 15, 2004 (the "Previous Employment Letter"), as amended and restated in its entirety on the terms and conditions set forth below. Title: Executive Vice President. Start Date: The date your employment under the Previous Employment Agreement commenced, July 26, 2004. Location: Stamford, CT, or a location within fifty miles thereof specified by the Company. For so long as you are employed with the Company, you will be reimbursed, net of taxes, for your travel to Stamford from your home in the Los Angeles area, in accordance with the Company's travel policy. We agree to work with you in good faith to determine whether a cost-effective workspace for you near your home in the Los Angeles area can be provided, at the Company's expense. Compensation: Your base salary shall be paid at the rate of US$200,000, less statutory deductions, payable in accordance with the regular payroll practices of the Company. In addition, you are eligible to receive a discretionary annual bonus, but nothing in this letter agreement will entitle you to a bonus payment. Payment of a discretionary bonus in any given fiscal or calendar year does not entitle you to additional compensation or any such bonus in any subsequent year. In order to be eligible for any bonus while employed by the Company, you must be an active employee at, and not have given or received notice of termination prior to, the time of the bonus payment. Benefits: You (and your spouse, registered domestic partner and/or eligible dependents, if any) may at your election be covered under such health insurance plan as covers the Company's employees, subject to applicable exclusions and limitations. You are eligible to participate in all other perquisite and benefit arrangements generally made available by the Company to employees, subject to the terms of such plans or programs. Each such benefit is subject to modification, including elimination, from to time, at the Company's sole discretion. Vacation: 20 days per year in accordance with the Company's vacation policy applicable to employees, as amended from time to time. Upon any termination or resignation Employment Offer Letter Joseph Schreiner Page 2 (other than termination for Cause) the Company will provide payment for unused vacation days accrued during the year in which such termination or resignation occurs. Policies and You agree to comply fully with all of the Company's policies Procedures: and procedures applicable to employees, as amended from time to time, copies of which shall be provided to you or made available to you by electronic means. "Cause": For purposes of this letter agreement, "Cause" means (i) your commission of an act of fraud or dishonesty in the course of your employment; (ii) your indictment or entering of a plea of nolo contendere for a crime constituting a felony or in respect of any act of fraud or dishonesty; (iii) your commission of an act which would make you (or the Company, or Fortress or any of their respective affiliates (collectively, the "Aircastle Group")) subject to being enjoined, suspended, barred or otherwise disciplined for violation of federal or state securities laws, rules or regulations, including a statutory disqualification; (iv) your gross negligence or willful misconduct in connection with your employment by the Company; (v) your commission or omission of any act that would result in or might reasonably be a substantial factor resulting in the termination of any member of the Aircastle Group under any of material management, advisory or similar agreements; (vi) your willful failure to comply with any material policies or procedures of the Company as in effect from time to time provided that you shall have been delivered a copy of such policies or notice that they have been posted on a Company website prior to such compliance failure, and or (vii) your commission of any material breach of any of the provisions or covenants set forth herein, provided, however, that discharge pursuant to this clause (vii) shall not constitute discharge for "Cause" unless you shall have received written notice from the Company stating the nature of such breach and affording you an opportunity to correct the act(s) or omission(s) complained of within 20 days of your receipt of such notice. "Good Reason": Your resignation from the Company within 30 days following notice from the Board of Directors or Chief Executive Officer of the Company requiring you to report primarily to a person other than the Chief Executive Officer, the President or a Director of the Company. Employment You are an at-will employee. This letter agreement is not a Relationship; contract of employment for any specific period of time, and Termination your employment may be terminated by you or by the Company at any time for any reason or no reason whatsoever. Notwithstanding the foregoing, (1) the Company agrees to provide you with at least 90 days advance written notice of your termination without Cause (or, at the option of the Company, payment in lieu of working during all or part of such notice period) and (2) you agree to provide the Company with at least 30 days advance written notice of your termination (or, at the option of the Company, payment in lieu of working during all or part of such notice period). If your employment with the Company terminates for any reason or for no reason, you hereby agree that you shall immediately resign from all positions (including, Employment Offer Letter Joseph Schreiner Page 3 without limitation, any management, officer or director position) that you hold on the date of such termination with the Company, or any of the their respective affiliates, or with any entity in which the Company or any of its affiliates has made any investment. You hereby agree to execute and deliver such documentation reasonably required by the Company as may be necessary or appropriate to enable the Company, any of the Company's affiliates or any entity in which the Company or any of its affiliates has made an investment to effectuate such resignation, and in any case, your execution of this letter agreement shall be deemed the grant by you to the officers of the Company of a limited power of attorney to sign in your name and on your behalf such documentation solely for the limited purposes of effectuating such resignation as a corporate matter (and not for any other purpose). Set-Off; Etc: You hereby acknowledge and agree, without limiting the rights of the Company otherwise available at law or in equity, that, to the extent permitted by law, any or all amounts or other consideration payable to you hereunder or any other agreement with the Company (including any of its affiliates), may be set-off against any or all amounts or other consideration payable by you to the Company under this letter agreement or to the Company or any of its affiliates under any other agreement between you and the Company or any of its affiliates, including, without limitation, any obligation resulting from your breach of the terms hereof. Your You represent that: Representations: (i) you are free to be employed hereunder without any contractual restrictions, express or implied, with respect to any of your prior employer(s). (ii) you have not taken or otherwise misappropriated and you do not have in your possession or control any confidential or proprietary information belonging to any of your prior employer(s) or connected with or derived from your services to prior employer(s), and you have returned to all prior employers any and all such confidential or proprietary information. (iii) the Company and the Aircastle Group have informed you that you are not to use or cause the use of such confidential or proprietary information in any manner whatsoever in connection with your employment by the Company or any affiliate, and that you have agreed and hereby do agree that you will not use any such confidential or proprietary information. (iv) you understand that this letter agreement sets forth the terms and conditions of your employment relationship with the Company and as such, you have no express or implied right to be treated the same as or more favorably than any other employee of the Aircastle Group based on the terms or conditions of such person's employment relationship with a member of the Aircastle Group. (v) you have agreed and hereby do agree to keep the terms of this letter Employment Offer Letter Joseph Schreiner Page 4 agreement confidential and not to disclose any of the terms or conditions hereof to any other person, including any employee of the Company or the Aircastle Group, except your attorney or accountant or, upon the advice of counsel after notice to the Company, as may be required by law or as may be required in order to enforce or defend against the enforcement of this letter agreement. Certain (i) You shall not, directly or indirectly, without Covenants: the prior written consent of the Company, provide consultative services to, own, manage, operate, join, control, participate in, be engaged in, be employed by or be connected with, any business, individual, partner, firm, corporation or other entity, including without limitation any business, individual, partner, firm, corporation, or other entity that directly or indirectly competes with (any such action, individually, and in the aggregate, to "compete with"), the Company or any member of the Aircastle Group, at any time during your employment with the Company. In the case where your employment with the Company is terminated by you for any reason or by the Company for Cause, such restrictions shall apply for six months after the effective date of such termination solely as to any aircraft leasing, marketing, advisory and/or finance business managed by the Company or any member of the Aircastle Group. Notwithstanding anything else herein, (A) the mere "beneficial ownership" by you, either individually or as a member of a "group" (as such terms are used in Rule 13(d) issued under the Securities Exchange Act of 1934) of not more than 5% of the voting stock of any public company and/or (B) your noncontrolling, passive ownership interest in Avsource, Inc., in either case, shall not be deemed in violation of this letter agreement. These restrictions shall not apply following the termination of your employment if the Company terminates your employment without Cause. (ii) Any works of authorship, databases, discoveries, developments, improvements, computer programs, or other intellectual property, etc. ("Works") that you make or conceive, or have made or conceived, solely or jointly, during the period of your employment with the Company, whether or not patentable or registerable under copyright, trademark or similar statutes, which either (i) are related to or useful in the current or anticipated business or activities of the Company or any member of the Aircastle Group (which includes any quantitative fund or portfolio or global macro fund managed by any affiliate of the Company); (ii) fall within your responsibilities as employed by the Company; or (iii) are otherwise developed by you through the use of the Company's confidential information, equipment, software, or other facilities or resources or at times during which you are or have been an employee constitute "work for hire" under the United States Copyright Act, as Employment Offer Letter Joseph Schreiner Page 5 amended. If for any reason any portion of the Works shall be deemed not to be a "work for hire", then you hereby assign to the Company all rights, title and interest therein and shall cooperate to establish the Company's ownership rights, including the execution of all documents necessary to establish the Company's exclusive ownership rights. (iii) From the date hereof through the end of the one-year period commencing with the termination of your employment with the Company, you shall not, without the Company's prior written consent, directly or indirectly, (a) solicit or encourage to leave the employment or other service of the Company or any of its affiliates any employee or independent contractor thereof or (b) hire (on behalf of yourself or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates within the one-year period which follows the termination of such employee's or independent contractor's employment or other service with the Company or any such affiliate. (iv) You acknowledge that as an employee of the Company you are obligated to keep secret and retain in strictest confidence, and shall not use for your benefit or the benefit of others, except in connection with the business and affairs of the Company (which includes any quantitative fund or portfolio or global macro fund managed by any member of the Aircastle Group during or prior to the period of your employ with the Company), all confidential information of and confidential matters (whether made available in written, electronic form or orally) relating to (x) the Company's business and to the Company (including, without limitation, the strategies employed by and the actual investments of any member of the Aircastle Group, the contemplated investments of any member of the Aircastle Group, the financial performance of any fund managed by any member of the Aircastle Group or of any investment thereof, and the identity of the equity investors in the Company or in any of the funds it or any of its affiliates manages), (y) all corporations or other business organizations in which Fortress has or has had an investment and (z) third parties, learned by you heretofore or hereafter directly or indirectly in connection with your employment or from Fortress (the "Confidential Fortress Information"). In consideration of, and as a condition to, continued access to Confidential Fortress Information, and without prejudice to or limitation on any other confidentiality obligation imposed by agreement or law, you hereby undertake to use and protect Confidential Fortress Information in accordance with restrictions placed on its use or disclosure. Without limiting the foregoing, you shall not disclose such Confidential Fortress Information to any director, officer, partner, employee or agent of the Company unless, in your reasonable good faith judgment, such person has a need to know such Confidential Fortress Information in furtherance of Fortress's business and you shall not disclose Confidential Employment Offer Letter Joseph Schreiner Page 6 Fortress Information to anyone outside of Fortress except with the Company's express written consent. The foregoing restrictions shall not apply to Confidential Fortress Information which (i) is at the time of receipt or thereafter becomes publicly known other than a result of your having breached your obligations of confidentiality or (ii) is received by you from a third party not under an obligation to any person to keep such information confidential. (v) Any breach by you of any of the provisions of the foregoing covenants (which breach, if curable, is not cured within five days following written notice) shall entitle the Company (including each of its affiliates) to cease making any payments to you under any agreement, including this letter agreement, pursuant to which you are entitled to monies from the Company or any member of the Aircastle Group. In addition, you acknowledge and agree that any breach by you of such covenants would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if you breach, or threaten to commit a breach of, any of the provisions of such covenants, the Company shall have the right and remedy, in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages), to have such covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against you of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants. You acknowledge and agree that such covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of such covenants, or any part thereof, is invalid or unenforceable, the remainder of such covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court or other decision-maker of competent jurisdiction determines that any provision of such covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced. Notwithstanding anything in this letter agreement to the contrary, the provisions of the foregoing clauses (i) through (v), inclusive, shall survive any termination of this letter agreement and any termination of your employment. Entire Agreement: The Previous Employment Agreement shall be terminated and none of its terms and conditions shall apply to your employment by the Company, it being agreed that your employment by the Company shall be governed by this letter agreement. Employment Offer Letter Joseph Schreiner Page 7 This agreement contains the entire understanding of the parties and may be modified only in a document signed by the parties and referring explicitly to this agreement. If any provision of this agreement is determined to be unenforceable, the remainder of this agreement shall not be adversely affected thereby. In executing this agreement, you represent that you have not relied on any representation or statement not set forth herein, and you expressly disavow any such representations or statements. In addition, you represent and agree that you shall not be entitled to any equity interest, profits interest or other interest in any member of the Aircastle Group (including in any fund or other business managed by it or any of its affiliates) except as set forth in a writing signed by the Company. The Company's affiliates are intended beneficiaries of your agreement in this regard. YOU REPRESENT THAT IN EXECUTING THIS LETTER AGREEMENT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR STATEMENT NOT SET FORTH HEREIN. Governing Law; This letter agreement shall be governed by and construed in Jurisdiction: accordance with the laws of the State of New York without regard to the principles of conflicts of law thereof. THE PARTIES HEREBY AGREE THAT EXCLUSIVE JURISDICTION WILL BE IN A COURT OF COMPETENT JURISDICTION IN THE CITY OF NEW YORK AND HEREBY WAIVE OBJECTION TO THE JURISDICTION OR TO THE LAYING OF VENUE IN ANY SUCH COURT. * * * * We look forward to a successful employment relationship with you. If the foregoing terms of employment are acceptable, please so indicate by signing in the space provided below. Very truly yours, AIRCASTLE ADVISOR LLC By: /s/ David Walton ---------------------------- Accepted and agreed to, this 4th day of March, 2006: /s/ Joseph Schreiner - -------------------------------- Joseph Schreiner Employment Offer Letter Joseph Schreiner Page 8 For the purpose of confirming that the foregoing agreement amends and restates in its entirety the Previous Employment Agreement, the termination of the Previous Employment Agreement, and release of Mr. Schreiner and Fortress Investment Group form any further obligation or liability under the Previous Employment Agreement: FORTRESS INVESTMENT GROUP LLC By: /s/ Joseph P. Adams, Jr. ---------------------------- /s/ Joseph Schreiner - -------------------------------- Joseph Schreiner
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S-1 Filing
Aircastle (AYR) S-1IPO registration
Filed: 2 Jun 06, 12:00am