Fiscal 2021 Short-Term Incentive Plan
The purpose of the AAR CORP. 2021 Short-Term Incentive Plan (“STIP”) is to provide an incentive for selected senior executives of AAR CORP. (the “Company”) and its subsidiaries to achieve the Company’s short-term performance goals by providing them with an annual cash incentive payment based on the financial and operating success of the Company. The STIP payment for the fiscal year ending May 31, 2021 (“Fiscal 2021”) will be based on Earnings Per Share, Working Capital Turns and Strategic Objectives.
(a) “Board” means the Board of Directors of the Company.
(b) “Bonus” means the annual cash incentive paid to a Participant under this STIP for Fiscal 2021.
(c) “Cause” means the Participant’s unsatisfactory performance or conduct detrimental to the Company and its subsidiaries, as solely determined by the Company.
(d) “Committee” means the Compensation Committee of the Board (the “Committee”).
(e) “Company” means AAR CORP.
(f) “Disability” means the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.
(g) “Earnings Per Share” means adjusted diluted earnings per share from continuing operations as disclosed by the Company in its periodic reports filed with the Securities and Exchange Commission, excluding non-GAAP items included on the Company’s quarterly earnings releases, special charges or unusual or infrequent items incurred during the performance period, and as may be adjusted for changes in generally accepted accounting principles.
(h) (h) “Fiscal 2021” means the Company’s fiscal year ending May 31, 2021.
(i) “Participant” means any active executive of the Company or subsidiary who has been selected by the Committee as eligible to earn a Bonus under the STIP.
(j) “Retirement” means the Participant’s voluntary termination of his employment, or his termination of employment by the Company or a subsidiary without Cause, when he has (i) attained age 65 or (ii) attained age 55 and his age plus the number of his consecutive years of service with the Company and subsidiaries is at least 75.
(k) “Salary” means a Participant’s base annual salary earned during Fiscal 2021 while a Participant.
(l) “STIP” means this AAR CORP. 2021 Short-Term Incentive Plan.