Mark Zeidman’s employment letter was superseded on April 12, 2007, by a separation agreement providing for the termination of his employment on April 30, 2007, or an earlier agreed-upon date. The separation agreement provides a general release of any claims Mr. Zeidman might have against us, incorporates some employment letter provisions and amends Mr. Zeidman’s restricted share agreement. Mr. Zeidman agreed not to compete with us during his employment, and, if we terminate his employment with ‘‘cause’’ or he terminates his employment for any reason or his employment is terminated in accordance with the separation agreement, he must not compete with us for six months after termination as to any aircraft leasing and/or aircraft finance business, except as otherwise agreed. Mr. Zeidman has agreed that if his employment is terminated in accordance with the separation agreement, through the end of the eighteen-month period following his termination of employment, he will not solicit or encourage any of our then current employees or independent contractors to leave the employment or other service of the Company or hire any employee or independent contractor who has left the employment or other service of the Company within the one year period following such individual’s termination of employment or service, except as otherwise agreed. In addition, Mr. Zeidman has agreed that through the end of the two year period following his termination of employment, he will not intentionally interfere with the Company or Fortress’s relationship with any investor in Aircastle, Fortress or any fund, business or account managed by Fortress. Pursuant to Mr. Zeidman’s restricted share agreement, as amended by his separation agreement, upon the termination of his employment in accordance with the separation agreement, all of the restricted shares that are unvested as of the termination will immediately vest. |