Retirement:

Mr. Kriedberg’s employment with the Company shall terminate by reason of his retirement on January 1, 2020 (the “ Retirement Date ”). Mr. Kriedberg’s retirement shall not be deemed to be a termination of his employment by the Company without Cause or by Mr. Kriedberg for Good Reason or as a result of the Company’s non-renewal of the Term (in each case, as defined in the applicable employment and equity award agreements).

Transition:

From the date of this Retirement and Transition Agreement (this “ Agreement ”) to the date a new Chief Commercial officer is appointed and commences employment with the Company (such date, the “ Transition Date ”), Mr. Kriedberg will remain as Chief Commercial Officer, and until the Transition Date (and for a reasonable period following the Transition Date, to the extent necessary), Mr. Kriedberg will assist in identifying, retaining and transitioning the role of Chief Commercial Officer to his successor.

Compensation:

From the date of this Agreement to the later of the Transition Date or March 31, 2019, Mr. Kriedberg will remain entitled to a base salary of $600,000 and all other components of his usual and customary compensation and benefits, except that:

Severance:

If Mr. Kriedberg’s employment is terminated after the date hereof but prior to the Retirement Date ( x ) by the Company other than for Cause (as defined in the Employment Agreement) or ( y ) by Mr. Kriedberg for Good Reason (as defined in the Employment Agreement but as modified below), then, in lieu of the amounts payable under Section 5(b)(i) and 5(b)(ii) or 5(c)(i) and 5(c)(ii) of the Employment Agreement, as applicable, Mr. Kriedberg shall receive ( i ) the remaining guaranteed amounts that would have been paid to him under the section entitled “Compensation” above through the Retirement Date (paid at the times set forth in the section entitled “Compensation” above), plus ( ii ) the Welfare Benefit Continuation payments set forth in Section 5(e) of the Employment Agreement from the date of such termination of employment through December 31, 2020 (and, for the avoidance of doubt, Section 5(b)(iii) or 5(c)(iii), as applicable, shall remain in effect and apply in the event of any such termination). For purposes of this paragraph only, ( A ) a material diminution of Mr. Kriedberg’s duties, responsibilities and authority in the definition of “Good Reason” in the Employment Agreement shall no longer apply and ( B ) the requirement that Mr. Kriedberg work more than two (2) days per week (on average) will be a new reason for Mr. Kriedberg to terminate his employment for Good Reason.

Non-compete:

Notwithstanding anything set forth in Section 6(a) of the Employment Agreement to the contrary, beginning on the date that is three (3) months after the termination of his employment (but not prior thereto), Mr. Kriedberg shall be permitted to serve as a board member to ( A ) businesses and entities that are commercial jet aircraft leasing businesses that (x) are investment vehicles with portfolios managed by third parties or (y) own and/or manage a portfolio of commercial aircraft less than $1,500,000,000 and ( B ) vehicles which own commercial aircraft that are managed/serviced by others. In addition, for a period of twelve (12) months after the termination of his employment, Mr. Kriedberg may not be employed in a senior commercial role in any business and entity in the commercial jet aircraft leasing businesses or any other business which constitutes a material part of the Company’s business as of the retirement date. For the avoidance of doubt, from and after the Termination Date, Mr. Kriedberg may become employed by, may become an advisor to, or may serve of the boards of companies that are not in the Aviation Leasing Business.

Post-Retirement Benefits:

Mr. Kriedberg shall be entitled to receive Company-paid COBRA benefits in accordance with Section 5(e) of the Employment Agreement for twelve (12) months following the Retirement Date ( i.e. , through 12/31/2020).

Restricted Shares:

Any currently outstanding restricted share awards shall continue to vest after the date hereof in accordance with the terms of the respective restricted share agreements through the Retirement Date.

Performance Share Units:

Any currently outstanding performance share unit awards shall continue to vest after the date hereof in accordance with the terms of the respective award agreements through the Retirement Date; provided that the Performance Share Unit Agreement dated February 9, 2018 will be amended as of the date hereof as follows to allow partial vesting of the award upon retirement: the target number of PSUs granted thereunder shall be reduced by one-third (1/3) from 60,934 to 40,622 and the Vesting Date shall be December 31, 2019 such that the Absolute Adjusted ROE Performance Goals shall now be measured over two periods, 2018 and 2019, and the TSR Performance Goals shall now be measured from January 1, 2018 to December 31, 2019. All other terms of such Performance Share Unit Agreement shall remain unchanged.

General Release:

The provisions of this agreement and payments made hereunder are subject to the execution and delivery by Mr. Kriedberg of the General Release of Claims substantially in the form attached as Exhibit A to the Employment Agreement (the “ General Release ”) upon his retirement and his continued compliance with the restrictive covenants set forth in Section 6 of the Employment Agreement (as modified by this agreement). Mr. Kriedberg acknowledges and agrees that the payments and benefits provided herein, including the post-separation benefits, cash severance, and the vesting and/or settlement of the Restricted Shares and Performance Shares Units, are adequate and satisfactory consideration for the General Release.

Release Revocation Period:

Mr. Kriedberg shall be given at least 21 days to consider the terms of the General Release or such longer period as required by applicable law (although he may sign it sooner), and Executive shall have 7 days following signature to revoke such release.

Miscellaneous:

The Company shall reimburse up to $5,000 in Mr. Kriedberg’s legal fees and expenses in connection with the review, negotiation and execution of this agreement.

Binding Agreement:

This agreement is binding and incorporates the provisions of Sections 7 and 9 of the Employment Agreement and supersedes the Employment Agreement and any respective award agreement only to the extent expressly provided herein. Aircastle Limited is executing this agreement only in respect of its obligations herein with respect to its shares.

Governing Law:

This agreement shall be governed and controlled by and in accordance with the laws of the State of Connecticut without regard to its conflict of laws provision. Venue for any action brought to enforce the terms of this agreement or for breach thereof shall lie in any court of competent jurisdiction in Stamford, Connecticut.