Third Amendment to AAR CORP. 2013 Stock Plan (As Amended and Restated July 13, 2020)

Summary

This amendment, effective March 19, 2024, modifies the AAR CORP. 2013 Stock Plan. The key change increases the ownership threshold in the Plan’s Change in Control definition from 20% to 35%. The amendment was approved by the Board of Directors following a recommendation from the Human Capital and Compensation Committee. The amendment applies to awards granted on or after the effective date. The document is executed by AAR CORP.'s Senior Vice President, General Counsel, Chief Administrative Officer, and Secretary.

EX-10.9 2 air-20240531xex10d9.htm EXHIBIT 10.9

Exhibit 10.9

THIRD AMENDMENT TO THE

AAR CORP. 2013 STOCK PLAN

(As Amended and Restated July 13, 2020)

WHEREAS, AAR CORP. (the “Company”) maintains the AAR CORP 2013 Stock Plan, as Amended and Restated Effective July 13, 2020 (the “Plan”); and

WHEREAS, the Board of Directors of the Company (the “Board”) is authorized to amend the Plan and, pursuant to the recommendation of the Human Capital and Compensation Committee of the Board, now deems it appropriate to do so.

NOW THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective with respect to Awards made on and after March 19, 2024:

1.The Change in Control definition in Section 2.4(a) of the Plan is amended by replacing the reference to “20%” with “35%”.

IN WITNESS WHEREOF, this Third Amendment to the Plan has been executed as of the 19th day of March, 2024.

	AAR CORP.

	By:	/s/ Jessica A. Garascia

		Senior Vice President, General Counsel, Chief Administrative Officer and Secretary