Period of Employment

Subject to the approval of a work visa from the Hong Kong Immigration Department, the employment under this Agreement shall start on July 1, 2019 (or a later date as agreed by the parties), which shall also be the date from which the Employee’s period of continuous employment shall be calculated subject to the provisions below. Subject to the terms in paragraph 2 below, the employment shall be for an indefinite period and shall continue until either party terminates this Agreement by giving the other party not less than two months’ prior written notice or payment of wages in lieu of two months’ prior written notice.

Duties

The Employee shall serve as a Director and the President of the Company and perform the duties as set out in Schedule 1 to this agreement, or such other capacity as the Board or the Supervisor (as defined below) may determine from time to time. The Employee shall at all times comply with the lawful and reasonable directions of the Supervisor, the Company and the Board.

The Employee’s normal place of work while in Hong Kong shall be the Company’s office or such other place the Company or any Associated Company may reasonably determine from time to time within Hong Kong. The Employee will be required to travel outside of Hong Kong from time to time.

The Employee shall familiarise himself, and comply, with all policies, procedures, rules or codes of conduct in force from time to time, including those with respect to confidentiality and intellectual property, which the Company shall reasonably determine are necessary for the proper functioning of its business, and at all times conduct himself in accordance with those rules or codes of conduct in addition to his fiduciary and common law duties.

The Employee shall report to the Board and the Supervisor immediately upon becoming aware of: (i) his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee, director or contractor of the Company or other person performing services on behalf of the Company which might materially damage the interests of the Company (or any Associated Company); and (ii) any allegations of impropriety made against him made by a third party.

Salary

The Company shall pay the Employee during his employment a gross salary of USD $558,000 per annum subject to MPF contribution deductions. Salary shall be paid by 12 equal monthly instalments in arrears by credit transfer to the Employee’s bank account in Hong Kong in US dollars and in accordance with local laws and regulations.

The Company shall review the Employee’s remuneration annually.

Mandatory Provident Fund

Subject to the exemptions set out in the Mandatory Provident Fund Ordinance, the Employee shall be eligible to be enrolled in the Company’s Mandatory Provident Fund subject to the terms of the scheme in force from time to time and to the right of the trustee to vary, amend or discontinue the scheme at any time. For the avoidance of doubt, the Company’s Mandatory Provident Fund shall not form any part of this Agreement.

The Employee’s and the Company’s mandatory contributions shall each be 5% of the Employee’s monthly relevant income, subject to the statutory monthly cap which is currently at HK$1,500. The Company shall not be required to make additional or voluntary contribution to the Company’s Mandatory Provident Fund.

Statutory Leave

The Employee shall be entitled to the statutory holidays and leave under Hong Kong law.

Expenses

The Company shall reimburse the Employee for all reasonable travelling, local business transportation and similar out-of-pocket business expenses incurred in the discharge of his duties subject to the provision of receipts and invoices in accordance with the Company’s expenses policy in force from time to time.

Termination

The Company may terminate the employment with immediate effect at any time without notice or payment in lieu of notice if the Employee:

commits any serious or persistent breach or non-observance of the terms and conditions of this Agreement;

is guilty of gross misconduct or gross negligence in connection with or affecting the business or affairs of the Company or any Associated Company;

wilfully disobeys a lawful and reasonable order;

is guilty of fraud or dishonesty;

is convicted of a criminal offence (other than a road traffic offence for which a non-custodial penalty is imposed); or

is otherwise justified to be dismissed summarily in accordance with section 9 of the Employment Ordinance.

On termination the Employee shall:

at the request of the Board immediately resign from any office or directorship held by him in the Company without claim for compensation (without prejudice to any claims he may have for damages for breach of this Agreement) and in the event of his failure to do so the Company is irrevocably authorised to appoint some person in his name and on his behalf to sign and deliver such resignations to the Board;

immediately repay all outstanding debts due to the Company and the Company is hereby authorised to deduct from any monies due to the Employee a sum in repayment of all or any part of any such debts;

return to the Company all property which is in the Employee’s possession or custody or under the Employee’s control, belonging to the company, including without limitation, mobile phones, laptops, passes, keys, credit cards, business equipment, documents, computer discs and data, all items containing Confidential Information, and all copies and duplicates of such items, whether in a physical or electronic form (and informing the Company of the passwords as applicable); and

shall not at any time thereafter make any untrue or misleading statement concerning the business or affairs of the Company or any Associated Company nor represent himself or permit himself to be held out as being in any way connected with or interested in the business of the Company or any Associated Company (except as a former employee).

Confidentiality and Intellectual Property

Employee agrees to comply with the Employee Handbook, including, without limitation, the restrictions and requirements with respect to confidentiality and intellectual property.

Data Protection

The Company may use your personal data, including by carrying out, without notice, ongoing monitoring of communications (including emails (sent using work accounts), voicemail and telephone calls), Internet and Intranet usage records and paper correspondence, prior to, during and after employment or engagement, for the following purposes: equal opportunities monitoring, the administration and operation of IT systems, to carry out employment, Human Resource and compliance functions, and otherwise in connection with the performance of your employment contract, for the purposes of the Company’s legitimate interests or as required by law.

Further details of the Company’s processing of data relating to the Employee can be found in the Employee Handbook (if any) in force from time to time. Subject to Clause 2.4, this Notice is non-contractual and does not form part of your employment terms and conditions.

Miscellaneous

Subject to the approval of an appropriate and valid work visa from the Hong Kong Immigration Department and such work visa remaining valid and in effect, the Employee warrants that he has lawful authority to work in Hong Kong or that he will have such authority before commencing his employment and that by entering into this Agreement he is not and will not be in breach of any express or implied term of any contract court order or any other legal obligation.

The Company shall be entitled at any time during the employment to set off and/or make deductions of monies due to the Company, in respect of any overpayment debt or other monies due from him, from the Employee’s salary or other sums due to him to the extent permitted by law.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance to enforce any term of this Agreement.

Definitions and interpretation

In this Agreement unless the context otherwise requires

“ALC USA” means Air Lease Corporation whose registered office is 2140 S. Dupont Highway Camden, DE 19934.

“Associated Company” means any company which is a holding company or a subsidiary of the Company or a subsidiary of the Company’s holding company and “holding company” and “subsidiary” shall have the meanings given by s.2 of the Companies Ordinance (or as amended from time to time); and

“Board” means the Board of Directors for the time being of the Company including any duly appointed committee thereof or the directors present at a meeting of the directors of the Company at which a quorum is present but excluding the Employee.

“Supervisor” means the Board of Directors of ALC USA, the Executive Chairman of the Board of Directors of ALC USA and the Chief Executive Officer and President of ALC USA.

In this Agreement, the headings are for convenience only and shall not affect its construction or interpretation. References to clauses are references to clauses in this Agreement and references to a person shall where the context permits include reference to a corporate body or an unincorporated body of persons. Any word which denotes the singular shall where the context permits include the plural and vice versa and any word which denotes the masculine gender shall where the context permits include the feminine and/or the neuter genders and vice versa. Any reference to a statutory provision shall be deemed to include a reference to any statutory amendment modification or re-enactment.

Any amendments to this Agreement shall only be valid if set out in writing and signed by both parties. The Company reserves the right to amend or replace any term of this Agreement and any such amendments shall be notified to you in writing.

This Agreement shall be governed by Hong Kong law and is subject to the exclusive jurisdiction of the Hong Kong Courts.

Yours sincerely,

/s/ John L. Plueger

John L. Plueger

Chief Executive Officer and President

Air Lease Corporation

prepare HK tax returns and wage reporting forms in order to properly report wages earned while working in HK and determine HK taxes that are owed under all applicable HK tax laws. The service includes a HK tax consultation with PwC HK, at ALC’s cost, before the start and after the completion of the assignment; and

prepare US Federal and California State tax returns for the years required in order to claim relief for the HK taxes incurred while working in HK. This is anticipated to be 2019, 2020 and 2021 US tax return preparation. The service includes a US tax consultation with PwC US, at ALC’s cost, before the start and after completion of the assignment.

the Employee will be responsible for Hypothetical Tax Liability (as defined below),

ALC will pay the Employee’s actual HK tax balances on the Employee’s behalf (“HK Tax Payments”), and

The taxes paid by the Employee shall take into account any relief that can be obtained on Employee’s actual US tax returns due to the Employee’s assignment to HK. This will include, to the extent possible: credits for HK taxes; and deductions or exclusions related to the Employee’s HK assignment such as the Foreign Earned Income and Foreign Housing Exclusions.

the compensation relating to US employment will continue to be paid from the US payroll. US Federal, California state and FICA withholdings will generally be calculated in the usual manner.

the compensation relating to HK employment will be paid from the actual HK payroll. However, under US tax laws it will still need to be reported to the US government as a US ‘shadow’ payroll and appropriate US withholdings, including US Federal and California state withholdings, will need to be paid. These US withholdings will be funded by taking deductions from the Employee’s pay in the US per pay period which will be paid over to the appropriate US tax authorities by ALC through filing the appropriate payroll forms.

The compensation relating to the HK employment will be reported on a W-2 with applicable withholdings shown on the form.

All withholdings, including hypothetical, actual, and any other tax or FICA payments the Employee makes or tax refunds received relating to either the US or HK employment, will count towards my Taxes Paid in the Tax Equalization Calculation referred to above.

any HK taxes arising on such items will be part of the HK tax liability paid for by ALC on behalf of the Employee;

any US payroll taxes arising on such items will first be grossed up (paid for by ALC) for US payroll reporting purposes using the Federal and State (and any FICA) tax rates required by the law and reported on the W-2 as appropriate;

Second, the final US Federal and State tax will be determined on the US tax return, which balance will be paid by the Employee in a timely manner. The Employee acknowledges that the rate of tax on the tax return may be higher than the rate at which tax was withheld on his payroll, therefore a balance may be owing.

Third, the Tax Equalization Calculation will determine the Hypothetical Tax Liability, which will have the effect of excluding the tax arising on such items. On the Tax Equalization Calculation, the Employee will not be given credit for the gross up taxes paid for ALC, since those taxes were not paid by the Employee.

These combined steps will result in there being no additional tax finally suffered by the Employee anywhere in the world on account of receiving relocation and assignment related allowances and benefits, in accordance with the intent of ALC to make the Employee ‘tax neutral’ (the “Tax Neutrality Principle”).

Audits of personal issues not related to the assignment for ALC, and

Personal tax advice not related to ALC compensation or the relocation with ALC.

AIR LEASE CORPORATION

JIE CHEN

By: /s/ Carol Forsyte            

By: /s/ Jie Chen