Exhibit 10.6
FTAI AVIATION LTD.
NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN
SHARE OPTION AGREEMENT
This SHARE OPTION AGREEMENT (this “Agreement”), by and between FTAI AVIATION LTD., a Cayman Islands exempted company (the “Company”), and _________, a _________ (the “Optionee”),
is effective as of _________, 20__.
Pursuant to the FTAI Aviation Ltd. Nonqualified Stock Option and Incentive Award Plan (as amended from time to time, the “
Plan”), the Optionee is hereby granted, on the terms and conditions
set forth herein (and subject to the terms and provisions of the Plan), an option (an “
Option”) to purchase
the Company’s ordinary shares, par value $0.01 per share (the “
Shares”). It is intended that the Option shall not constitute an
“incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Any capitalized terms not defined herein shall have the meaning set forth in the Plan.
TERMS AND CONDITIONS OF THE OPTION
1. NUMBER OF SHARES AND OPTION PRICE. The Option entitles the Optionee to purchase _____ Shares (the “Option Shares”) at a per share exercise
price of $ _____ (the “Option Price”), subject to adjustment as set forth in the Plan.
2. TERM OF OPTION. This Agreement and the terms of the Option hereunder shall commence on the date hereof (the “Date of Grant”) and, unless
previously terminated pursuant to this Agreement, the Option shall terminate upon the expiration of ten (10) years from the Date of Grant. Upon the termination of the Option, all rights of the Optionee hereunder with respect to the Option shall
cease.
3. CONDITIONS OF EXERCISE. Subject to the provisions of the Plan and this Agreement, the Option shall be fully vested at all times and shall become
exercisable as to 1/30th of the Option Shares on the first calendar day of each of the thirty (30) months following the Date of Grant.
4. EXERCISE OF OPTION. The Option shall be exercised in full or in part in the following manner: the Optionee (or any subsequent party or parties having
the right to exercise the Option), shall deliver to
the Company written notice specifying the number of Option Shares to be purchased, together with payment of the aggregate Option Price of the Option Shares with respect to which the Option is being
exercised by means of one of the following payment methods: (a) payment of cash in an amount equal to the aggregate Option Price, (b) delivery to
the Company of a number of Shares having a Fair Market Value on the date of surrender equal to the
aggregate Option Price, (c) payment or delivery of any combination of cash or Shares, the sum of which equals the aggregate Option Price or (d) by electing to have
the Company withhold from the delivery of the Option Shares otherwise issuable in
connection with the exercise of the Option the number of Option Shares having a Fair Market Value on the date of exercise equal to the aggregate Option Price. The Option Shares purchased shall thereupon be promptly issued. In addition, the Optionee
(or such other party) shall be entitled to exercise the Option in any other manner permitted under the Plan and approved by the Committee. The Optionee will not be deemed to be a holder of any Option Shares until the first date such Option Shares
are (i) duly issued to it in accordance with
the Company’s
Amended and Restated Memorandum and Articles of Association (as may be further amended and/or restated from time to time), and (ii) paid for in full.
5. DISPOSITION OF OPTION SHARES. Subject to the terms of this Agreement and the Plan, the Option and the Shares acquired in connection with the exercise
of the Option shall be freely transferable by the Optionee, to the extent not prohibited by applicable laws.
6. CHANGE IN CONTROL AND TERMINATION PROVISIONS. Notwithstanding anything herein to the contrary, the Option shall become immediately and fully vested
and exercisable upon (i) a Change in Control in accordance with the provisions of the Plan or (ii) a termination of the Optionee’s services to
the Company for any reason. Any Tandem Awards shall be governed by the terms and conditions of their
applicable award agreements. For purposes of this award, a Change in Control shall be deemed to have occurred upon the occurrence of one or more of the events set forth in the Plan.
7. NOTICES. Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in a United States
Post Office, postage prepaid, addressed, as appropriate, to the Optionee at: _________, _________, Attention: _________, or such other address as the Optionee may designate in writing to
the Company, or to
the Company at: 1345 Avenue of the Americas,
45th Floor,
New York,
New York 10105, Attention: Cameron D. MacDougall (or his designee), at
the Company’s address or such other address as
the Company may designate in writing to the Optionee.
8. FAILURE TO ENFORCE NOT A WAIVER. The failure of
the Company to enforce at any time any provision of this Agreement shall in no way be construed to be
a waiver of such provision or of any other provision hereof.
9. GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of
conflict of laws.
10. INCORPORATION OF PLAN. The Plan is hereby
incorporated by reference and made a part hereof, and the Option and this Agreement are subject to all of
the terms and conditions of the Plan.
11. AMENDMENTS. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.
12. RIGHTS AS A SHAREHOLDER. Neither the Optionee nor any successor in interest shall have rights as a shareholder of
the Company with respect to any of
the Option Shares until the first date such Option Shares are (i) duly issued to the Optionee or successor in interest, as applicable, in accordance with
the Company’s
Amended and Restated Memorandum and Articles of
Association (as may be further amended and/or restated from time to time), and (ii) paid for in full.
13. AGREEMENT NOT A
CONTRACT OF SERVICE. Neither the Plan, the granting of any Option, this Agreement nor any other action taken pursuant to the Plan
shall constitute or be evidence of any agreement or understanding, express or implied, that the Optionee has a right to continue its service to
the Company for any period of time at any specific rate of compensation.
14. AUTHORITY OF THE COMMITTEE. The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The
determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.
[Signatures on Following Page]
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of __________, 20__.
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FTAI AVIATION LTD.
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By:
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Name:
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Title:
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The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Agreement and to all the terms and provisions of the Plan herein incorporated by reference. |
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By:
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Name:
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Title:
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[Signature Page to FTAI Aviation Ltd. Share Option Agreement]
NOTICE OF EXERCISE
_______________, 20__
FTAI Aviation Ltd.
1345 Avenue of the Americas, 45th Floor
Attention: [NAME]
Gentlemen:
_________ (the “
Optionee”) was granted an Option by FTAI Aviation Ltd. (the “
Company”) under the FTAI Aviation Ltd. Nonqualified Stock Option and Incentive Award Plan (the “
Plan”)
and a Share Option Agreement, between the Optionee and
the Company, effective as of _____, 20__ (the “
Agreement”). This letter is to notify you that the Optionee wishes to purchase Option Shares under the Agreement as set forth below. Any
capitalized terms not defined herein shall have the meaning set forth in the Agreement.
EXERCISE OF OPTION
1. The Optionee wishes to purchase Option Shares at the exercise price of $______ per share for a total cost of $_________ (the “Aggregate Option
Price”), which Option is not encumbered to a Tandem Award. The Optionee warrants and represents that such Option Shares are not encumbered to a Tandem Award.
2. The Optionee is paying for these Option Shares as follows:
______ By enclosing cash and/or a certified or cashier’s check payable to
the Company in the amount of the Aggregate Option Price.
______ By enclosing instruments of transfer satisfactory to
the Company and the transfer agent for the Shares in respect of a number of Shares with a Fair Market Value on the date of surrender equal
to the Aggregate Option Price.
______ By enclosing (i) cash and/or a certified or cashier’s check payable to
the Company in the amount of $___________________ (the “
Cash Consideration”) and (ii) instruments of transfer
satisfactory to
the Company and the transfer agent for the Shares in respect of a number of Shares with a Fair Market Value on the date of surrender equal to the difference between (x) the Aggregate Option Price and (y) the Cash Consideration.
______ By electing to have
the Company withhold a number of Shares from the delivery of the Option Shares otherwise issuable in connection with the exercise of the Option with a Fair Market Value as
of the date of exercise equal to the Aggregate Option Price.
3. In exercising its Option, the Optionee hereby warrants and represents to
the Company that the Optionee acknowledges that
the Company has no obligation
to issue a certificate evidencing any Option Shares purchasable by the Optionee until the Aggregate Option Price is fully paid as set forth in the Agreement.
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Very truly yours,
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By:
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Name:
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Title:
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