Aircastle Advisor LLC
000 Xxxxx Xxxxxxxx Xxxxx, 0xx Xx.
Stamford, Connecticut 06902
February 24, 2006
Xxxxxx Xxxxxxxxx
0000 X. Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 00
Xxxx Xxxxx, XX 00000
Dear Xxx:
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
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(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,
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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
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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
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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
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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.
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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/ Xxxxx Xxxxxx
----------------------------
Accepted and agreed to, this 4th day of March, 2006:
/s/ Xxxxxx Xxxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxxx
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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 Xx. Xxxxxxxxx and Fortress
Investment Group form any further obligation or liability under the Previous
Employment Agreement:
FORTRESS INVESTMENT GROUP LLC
By: /s/ Xxxxxx X. Xxxxx, Xx.
----------------------------
/s/ Xxxxxx Xxxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxxx
