Employment Offer Letter Agreement between Aircastle Advisor LLC and Ron Wainshal (Chief Executive Officer) dated May 2, 2005

  [Aircastle Advisors LLC letterhead] May 2, 2005 Mr. Ron Wainshal 10 Reimer Road Westport, CT 06880 Dear Ron: It is with great pleasure that we extend to you an offer to join Aircastle Advisor LLC (together with its Affiliates (as defined below) and their respective successors and assigns, the "Company" or "Aircastle") on the terms and conditions set forth below. Title: Chief Executive Officer of Aircastle Advisor LLC. Aircastle Advisor LLC is a subsidiary of Aircastle Investment Limited. You will perform such duties as are required by the Company from time to time and normally associated with the Chief Executive Officer position, together with such additional duties, commensurate with such position, as may be assigned to you from time to time by the Company's Board of Directors ("Board"), consistent, in the case of the overall direction and strategy of the Company, with the Board's directives in respect thereof. You will report to the Board, and not any other officer of the Company; officers of the Company will report to you. You will have the authority to cause the employment or appointment of such employees and agents of the Company as the proper conduct of operations may require (other than such officers of the Company as, pursuant to the Company's Bylaws, are to be appointed by the Board, as to whom the Board will consult with you and take into account your recommendations) and to remove or suspend any such employee or agent who shall have been employed or appointed under your authority or under the authority of an officer subordinate to you, and to suspend for cause, pending final action by the Board, any officer subordinate to you. Start Date: On or about May 19, 2005 (the actual date on which you commence employment, as shall be mutually agreed by you and the Company, the "Start Date"). IPO: The Company acknowledges that it is the Company's current intent to conduct an initial public offering of shares of Aircastle Investment Limited within one year of your Start Date. Location: Initially at the US offices of Aircastle, currently located at 1251 Avenue of the Americas, New York, NY. The Company shall use reasonable  commercial efforts to relocate the offices of Aircastle to the Stamford CT area no later than October 1, 2005. Base Salary: Your base salary is $200,000, payable in regular installments in accordance with the Company's normal payroll practices. Your base salary will not be reduced without your consent. Guaranteed Bonus: You shall receive in cash additional compensation from the Company in respect of 2005 in the amount of at least $400,000 (your "Guaranteed 2005 Bonus"). The Guaranteed 2005 Bonus will be paid as soon as practicable after performance results in respect of 2005 have been determined, but in no event later than January 31, 2006. Initial Grant In connection with your joining the Company, you shall be awarded a one- time grant (the "Grant") of shares of restricted stock valued between $2.5 million and $3 million, with the first $2.5 million to be granted as soon after the start date as is practicable and any addition amounts to be awarded pursuant to a determination of the Company's managing member, in its sole discretion, prior to the earlier of the end of this year (December 31, 2005) and an initial public offering of Aircastle Investment Limited. The number of shares of restricted stock awarded to you will be calculated on the same basis (i.e. amount divided by $10 = number of shares, subject of course to adjustments for any stock splits (or other similar changes) that occur between the date hereof and the date of grant) as that used by Fortress affiliated funds in connection with the initial capitalization of Aircastle. The Grant shall vest as follows: (i) 10% of the shares subject to the Grant on the first anniversary of your Start Date, (ii) 15% of the shares subject to the Grant on the second anniversary of your Start Date, (iii) 25% of the shares subject to the Grant on the third anniversary of your Start Date; (iv) 25% of the shares subject to the Grant on the fourth anniversary of your Start Date and (v) the remaining 25% of the shares subject to the Grant on the fifth anniversary of your Start Date. You will receive payment of all dividends declared on all shares of restricted stock covered by the Grant, whether or not vested on the same basis as other holders of shares of common stock. The Grant will be made pursuant to a restricted stock agreement in form and substance customary under such circumstances, including provisions providing that if the Company terminates your employment with Cause (as hereinafter defined) you shall forfeit all unvested shares of stock subject to the Grant and: (i) If the Company (or a successor) terminates your employment without Cause or you terminate your employment with Good Reason at any time prior to the fifth anniversary of your Start Date, you shall immediately vest in 50% of the then unvested shares, and (ii) You shall be vested in 100% of the shares subject to the Grant if both (x) a change of control (to be defined in the Company's incentive stock award plan) occurs and (y) either (i) the 2  Company (or its successor) terminates your employment without Cause or (ii) you terminate your employment with Good Reason, in each such event, within 12 months of such change of control. Annual Discretionary The Company may in its sole discretion decide to Incentive Compensation: grant you additional compensation or an additional bonus for calendar year 2005 and subsequent years; however this Letter Agreement does not entitle you to such a payment (other than, as provided above, the Guaranteed 2005 Bonus). Notwithstanding the foregoing, your additional bonuses (if any) shall be on terms and conditions no less favorable to you than those applicable to similarly situated employees of the Company (not including terms and conditions set forth in employment agreements entered into at the time of the hiring of an individual) and shall be paid to you at the same time bonuses are paid to such other employees, but in no event later than 90 days following the end of the year following the year in which such bonus was earned. The following outlines what we anticipate will be the Company's approach to incentive compensation, subject to the foregoing paragraphs, although the Company will be free to change its incentive compensation methodology from time to time (so long as any such change does not result in a material diminution in the value of the Grant or any other awards granted to you prior to the effective date thereof): you can expect that a portion of each year's annual bonus will be paid in cash (either at the end of the applicable fiscal year or at the beginning of the subsequent fiscal), and that the remaining portion of the bonus will be paid as grant of restricted stock, with the portion of the bonus to be paid in stock to increase with levels of compensation. The number of such shares of restricted stock to be granted will be calculated by dividing the amount being paid in shares of restricted stock by the Fair Market Value of the stock on the date of grant. For purposes of this Letter Agreement, the term "Fair Market Value" shall have the meaning set forth in the Company's incentive stock award plan under which the grant is made. Generally, restrictions on such shares of restricted stock will lapse (i) 10% of the shares subject to the applicable grant on the first anniversary of the grant date, (ii) 15% of the shares subject to the applicable grant on the second anniversary of the applicable grant, (iii) 25% of the shares subject to the applicable grant on the third anniversary of the applicable grant; (iv) 25% of the shares subject to the applicable grant on the fourth anniversary of the applicable grant and (v) the remaining 25% of the shares subject to the applicable grant on the fifth anniversary of the applicable grant. You would receive dividends on unvested shares. Payment of additional compensation or a bonus in any given fiscal or calendar year does not entitle you to additional compensation or a bonus in any subsequent year. You must be employed by the Company (or any Affiliate of Aircastle for whom you may be employed on a full-time basis at the time) at the time any bonus, including the Guaranteed 2005 Bonus, or 3  additional compensation is to be paid in order to be eligible therefore. In the event that the Company terminates your employment (other than in the case where you are offered employment by any Affiliate of or successor to the Company) without Cause (as defined below) or you terminate your employment for Good Reason (as defined below), (i) if such termination occurs prior to the date on which you have been paid your Guaranteed 2005 Bonus, the Company shall pay you an amount equal to the sum of (x) six months of your base salary at the time of such termination plus (y) your Guaranteed 2005 Bonus, and (ii) if such termination occurs thereafter, then the Company shall pay you an amount equal to the sum of (x) six months of your base salary at the time of such termination plus (y) $200,000 (or 50% of your Guaranteed 2005 Bonus"), such amount to be paid within thirty (30) days of such date of termination, provided you sign a general release of claims. A termination of your employment in the event of your death or disability shall not be deemed a termination without Cause under this Agreement for any reason, including the provisions relating to the vesting of any shares of restricted stock; however, notwithstanding the foregoing, you shall receive your Guaranteed 2005 Bonus in the event of a termination in the event of your death or disability that occurs prior to the date on which you have been paid your Guaranteed 2005 Bonus, within 30 days of such termination. Co-investment You agree to invest between $50,000 and $100,000 in common stock at the same price per share as was paid by Fortress affiliated funds in connection with the initial capitalization of Aircastle; such shares shall not be subject to any vesting restrictions. Expense Reimbursement: The Company will reimburse business expenses incurred in the ordinary course of business. The Company will pay the cost of legal fees of Morrison Cohen LLP incurred in connection with representing you in relation to this Letter Agreement at our request. Benefits: You (and your eligible dependents, if any) may at your election be covered under such health insurance, employee benefit, savings, pension, profit sharing, life insurance and disability plans as cover other senior executives of Aircastle from time to time, subject to applicable exclusions and limitations. You are eligible to participate in Aircastle's 401(k) plan, if any, subject to the terms of the plan. You are eligible to participate in all other perquisite and benefit arrangements generally made available by Aircastle to its senior executives, subject to the terms of such plans or programs. Each such benefit is subject to modification, including elimination, from to time, at Aircastle's sole discretion. You shall be entitled to vacation of 20 days per year, with a maximum carry over to a subsequent year of 20 days to the extent vacation days are unused, in accordance with Aircastle's vacation policies. "Cause;" "Good For purposes of this Letter Agreement, "Cause" means (i) your commission of 4  Reason" an act of fraud or dishonesty in connection with your employment; (ii) your indictment, conviction or entering of a plea of nolo contendere for a crime constituting a felony; (iii) your gross negligence or willful misconduct in connection with your employment that is materially detrimental to Aircastle; (iv) the habitual use of drugs or habitual, excessive use of alcohol to the extent that any of such uses in the Board's good faith determination materially interferes with the performance of your duties as Chief Executive Officer of Aircastle; and (v) your commission of any material breach of any of the restrictive covenants set forth herein or material breach of any reasonable and lawful directive of the Board after written notice thereof from the Board is given in writing and such breach is not cured to the reasonable satisfaction of the Company within a reasonable period of time (not greater than 30 days) under the circumstances. For the sake of clarity, if the definition of "Cause" set forth above conflicts with such definition in any stock incentive plan or agreement of the Company or any of its Affiliates, including the Company's incentive stock award plan or any other such plan or agreement under which the Grant or any subsequent grant of restricted stock shall be made, the definition set forth herein shall control. "Good Reason" means the occurrence, without your express prior written consent, of any of the following: (i) the failure by the Company to pay you any portion of your base salary or declared bonus within thirty (30) days of the date such compensation is due, (ii) the relocation of the Company's US headquarters to a location outside a twenty (20) mile radius from Stamford Connecticut, (iii) any senior officer of the Company (including, for the sake of clarity, senior officer of Aircastle Investment Limited or any Affiliate, whether located in the U.S. or abroad) being instructed (other than by you) to report directly to anyone other than you; or (iv) Aircastle Investment Limited being no longer primarily engaged in investing in airplanes and/or airplane related assets, including airplane backed debt instruments or (v) only following a change of control (as defined in the Company's incentive stock award plan), in the event that your total cash compensation attributable to any calendar year that ends following such change in control (i.e., without regard to whether the bonus in respect of such year is paid prior to the end of such year or at the beginning of the following year), is less than $500,000, and you resign because of and within 90 days of the last day of such calendar year. Policies and Procedures: You agree to comply in all material respects with all of the Company's policies and procedures, as amended from time to time except to the extent that a particular policy or procedure conflicts with an express provision of this Agreement, and for so long as your place of work is co-located at Fortress offices, all Fortress policies and procedures, as amended from time to time. Termination: If your employment with the Company terminates for any reason, you hereby 5  agree that you shall immediately resign from all positions (including, 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. Representation: You represent that you are free to be employed hereunder without any contractual restrictions, express or implied, with respect to any of your prior employers. You represent that you have not taken or otherwise misappropriated and you do not have in your possession or control any confidential and proprietary information belonging to any of your prior employers or connected with or derived from your services to prior employers. You represent that you have returned to all prior employers any and all such confidential and proprietary information. You further acknowledge that Aircastle and Fortress 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 Aircastle. You agree that you will not use such information as described above. You represent that you understand that this Letter Agreement sets forth the terms and conditions of your employment relationship with Aircastle and supercedes any other agreement, written or oral, with respect thereto. You further agree to keep the terms of this Letter Agreement confidential and not to disclose any of the terms or conditions hereof to any other person, including any employee of Aircastle or Fortress, except your attorney or accountant or, upon the advice of counsel after notice to Aircastle, as may be required by law or as may be required in order to enforce or defend against the enforcement of this Letter Agreement. Restrictive Covenants: You shall not, directly or indirectly, without prior written consent of Aircastle, 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"), Aircastle at any time during your employment. 6  In the event that the Company terminates your employment with Cause or you terminate your employment with the Company other than for Good Reason, such restrictions shall apply for six (6) months after the effective date of such termination solely as to any aircraft leasing and/or aircraft finance business engaged in by Aircastle Investment Limited (or its successor in interest) and its subsidiaries. Notwithstanding anything else herein, 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 shall not be deemed in violation of this Letter Agreement. The foregoing restrictions shall not apply: (i) Following the termination of your employment if the Company terminates your employment without Cause or you terminate your employment for Good Reason; or (ii) In the event that the Company fails to relocate its US headquarters from New York to a location within 20 miles of Stamford Connecticut by October 1, 2005 and you resign because of such failure within 30 days of such date. (iii) In the event that your total cash compensation attributable to any calendar year (i.e., without regard to whether the bonus in respect of such year is paid prior to the end of such year or at the beginning of the following year), and taking into account the amount of dividends paid on shares of stock that have been granted under restricted stock grants (including the initial Grant) then held by you (assuming, for such purpose, that you hold all shares that have ever been granted to you under restricted stock grants, and ignoring therefore dispositions of such shares, whether as gifts, for estate planning purposes, to third parties or otherwise), is less than $600,000, and you resign because of and within 90 days of the last day of such calendar year. You shall 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, for purposes of and in each instance used in this paragraph, shall include Fortress (including any fund managed by Fortress or any of its affiliates during or prior to the period of your employment 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 the Company (including, without limitation, the actual investments of the Company, the contemplated investments of the Company, and the financial performance of Aircastle 7  Investment Limited), (y) all corporations or other business organizations in which the Company 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 the Company (the "Confidential Company Information"). In consideration of, and as a condition to, continued access to Confidential Company 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 Company Information in accordance with restrictions placed on its use or disclosure. You shall not disclose Confidential Company Information to anyone outside of the Company except with the Company's express written consent. The foregoing restrictions shall not apply to Confidential Company Information (A) that is or becomes a matter of public information other than as a result of a breach of this Letter Agreement by you; (B) is received by you from a third party not under an obligation to any person to keep such information confidential; or (C) was (x) independently developed by you or on you behalf without use of or access to Confidential Information and (y) that does not relate to the business or prospective businesses of the Company. All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies and excerpts thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by you or made available to you concerning the business of the Company, (i) shall at all times be the property of the Company and shall be delivered to the Company at any time upon its request, and (ii) upon your termination of employment, shall be immediately returned to the Company or, provided you certify to the Company to such effect, destroyed. The foregoing shall not limit any other confidentiality obligations imposed by agreement or by law. You shall not voluntarily publish or make any statement (x) under circumstances reasonably likely to become public that is critical of Aircastle or Fortress Investment Group LLC or (y) which would in any way adversely affect or otherwise malign in any material respect the business or reputation of Aircastle or Fortress, as the case may be. Neither Joseph Adams nor Wesley Edens will voluntarily publish or make any statement which would malign in any material respect your reputation. From the date hereof through the end of the one-year period commencing with your termination of employment with the Company, you shall not, without the Company's prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, Aircastle Investment Limited or any of their 8  respective subsidiaries any employee thereof or (ii) 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, Aircastle Investment Limited or any of their respective subsidiaries within the one-year period which follows the termination of such employee's employment with the Company, Aircastle Investment Limited or any such subsidiary. You acknowledge and agree that any breach by you of the non-compete or non-solicit provisions set forth in this Section "Restrictive Covenants," shall entitle Aircastle to cease making any payments to you under any agreement, including this Letter Agreement, pursuant to which you are entitled to monies from Aircastle. In addition, you acknowledge and agree that any breach by you of any of the provision of this Section "Restrictive Covenants" (the "Restrictive 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 the Restricted Covenants, the Company shall have the right to seek, 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 the Restrictive 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 the Restrictive Covenants. You acknowledge and agree that the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive 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 the Restrictive 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 this Section "Restrictive Covenants" shall survive any termination of this Letter Agreement and any termination of your employment. Employment Relationship: You are an at-will employee. This letter is not a contract of employment for any specific period of time, and you and the Company may terminate your employment at any time for any reason or no reason whatsoever. Notwithstanding the foregoing, you agree to provide the Company with at least 30 days advance written notice of your termination. In each case where the term "Company" is used in this Letter Agreement it shall mean, in addition to the Company, any Affiliate of Aircastle for whom you may be 9  employed on a full-time basis at the applicable time. The Company shall be entitled, in connection with its investment structuring, tax planning, business organization or other reasons, to terminate your employment in connection with an invitation from Aircastle Investment Limited (or its successor in interest) or any of its subsidiaries (an "Affiliate"), to accept employment with such Affiliate in which case the terms and conditions hereof shall apply to your employment relationship with such entity mutatis mutandis and shall remain enforceable by you against the Company and any such successor in all respects. For the sake of clarity, any termination of your employment under such circumstances in which you are not offered employment with another Affiliate of the Company shall be a termination without Cause. Entire Agreement: This Letter Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto and no terms, including compensation terms, may be modified except by a document signed by the parties and referring explicitly hereto. Without limiting the foregoing, any prior offer letter is hereby superceded in its entirety. YOU AND THE COMPANY EACH REPRESENT THAT IN EXECUTING THIS LETTER AGREEMENT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR STATEMENT NOT SET FORTH HEREIN. Without limiting the foregoing, you represent that you understand that you shall not be entitled to any equity interest, profits interest or other interest in Aircastle except as set forth in a writing signed by the Company. The Company's affiliates are intended beneficiaries under this Letter Agreement No waiver by any person of any breach of any condition or provision contained in this Letter Agreement shall be deemed a waiver of any similar or dissimilar condition or provision at the same or any prior or subsequent time. To be effective, any waiver must be set forth in a writing signed by the waiving person and must specifically refer to the condition(s) or provision(s) of this Letter Agreement being waived. In the event of your death or judicial determination of your incompetence, references in this Letter Agreement to you shall be deemed, where appropriate, to refer to your beneficiary, estate or other legal representative. In the event of any inconsistency between any provision of this Letter Agreement and any provision of any Company benefit plan or arrangement, the provisions of this Letter Agreement shall control unless you agree in a writing that expressly refers to the provision of this Letter Agreement whose control you are waiving. Governing Law; This Letter Agreement shall be governed by and Jurisdiction: construed in accordance with the laws of the State of New York without regard to the principles of conflicts of law thereof. 10  THE PARTIES 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 in the space provided below. Very truly yours, Aircastle Investment Limited By: /s/ Joseph P. Adams, Jr. --------------------------------- Joseph P. Adams, Jr. Accepted and agreed to: /s/ Ron Wainshal - ------------------------------------- Ron Wainshal 11