0001047469-10-010603 Sample Contracts

AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT
Aircraft Purchase Agreement • December 27th, 2010 • Erickson Air-Crane Inc • Aircraft & parts • Oregon

This Amendment (“Amendment”), dated as of December 11, 2009, is by and between San Diego Gas & Electric Company, a California corporation having its offices at 8330 Century Park Court, San Diego, California (“Purchaser”), and Erickson Air-Crane Incorporated, a Delaware corporation having its offices at 5550 S.W. Macadam Avenue, Suite 200, Portland, Oregon (“Seller”).

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Erickson Air-Crane Incorporated Form of Restricted Stock Agreement
Restricted Stock Agreement • December 27th, 2010 • Erickson Air-Crane Inc • Aircraft & parts • Oregon

This Agreement is made and entered into as of , 20 by and between Erickson Air-Crane Incorporated, a Delaware corporation (the “Company”), and (the “Recipient”).

Erickson Air-Crane Incorporated Form of Incentive Stock Option Agreement
Incentive Stock Option Agreement • December 27th, 2010 • Erickson Air-Crane Inc • Aircraft & parts • Oregon

This Agreement is between Erickson Air-Crane Incorporated, a Delaware corporation (the “Company”), and (the “Optionee”), pursuant to the Company’s 2011 Stock Incentive Plan. The Company and the Optionee agree as follows:

ERICKSON AIR-CRANE INCORPORATED Erickson S-64F Heavy-Lift Helicopter Offer Amendment No. 1
Erickson Air-Crane S-64f Heavy-Lift Helicopter Offer • December 27th, 2010 • Erickson Air-Crane Inc • Aircraft & parts

Pursuant to that certain Erickson Air-Crane S-64F Heavy Lift Helicopter Offer, between Erickson Air-Crane, Incorporated (“Erickson”) and Wan Yu Industries Group, Limited (China Taicang Aircrane Company, Limited) (“Wan Yu”), dated December 8, 2010 (the “Offer”), Wan Yu agreed to purchase five (5) remanufactured Erickson Air-Crane S-64F Aircraft in accordance with the terms and conditions set forth therein.

Erickson Air-Crane Incorporated Form of Non-Statutory Stock Option Agreement
Non-Statutory Stock Option Agreement • December 27th, 2010 • Erickson Air-Crane Inc • Aircraft & parts • Oregon

This Agreement is between Erickson Air-Crane Incorporated, a Delaware corporation (the “Company”), and (the “Optionee”), pursuant to the Company’s 2011 Stock Incentive Plan. The Company and the Optionee agree as follows:

Erickson Air-Crane Incorporated Form of Restricted Stock Units Award Agreement
Restricted Stock Units Award Agreement • December 27th, 2010 • Erickson Air-Crane Inc • Aircraft & parts • Oregon

This Agreement is made and entered into as of , 20 by and between Erickson Air-Crane Incorporated, Inc., a Delaware corporation (the “Company”), and (“Recipient”). By accepting this award, Recipient agrees to all of the terms and conditions of this agreement (this “Agreement”).

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