0001193125-06-045046 Sample Contracts

AVIALL, INC. FREE-STANDING APPRECIATION RIGHTS AGREEMENT
Standing Appreciation Rights Agreement • March 3rd, 2006 • Aviall Inc • Wholesale-machinery, equipment & supplies • Texas

This FREE-STANDING APPRECIATION RIGHTS AGREEMENT (the “Agreement”) is made as of ____________, 200__ (the “Date of Grant”) by and between Aviall, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Grantee”). This Agreement is intended to comply with the provisions governing stock appreciation rights under Internal Revenue Service Notice 2005-1 and the proposed Treasury Regulations issued on September 29, 2005, in order to exempt this Agreement and any payments made hereunder from application of Section 409A of the Code.

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