EX-10.2

Exhibit10.2

EXECUTIVEEMPLOYMENTAGREEMENT

ThisExecutiveEmploymentAgreement(“Agreement”)ismadeandentered intoasof

June 1, 2026 by and between PAUL MCELHINNEY (“Executive”) and STANDARDAERO, INC.,aDelawarecorporation(“Company”).ExecutiveandCompanyareeachreferredtoherein as a “Party,” and are collectively referred to herein as the “Parties.”

RECITALS

WHEREAS, Commencing on October 1, 2026 (the “Effective Date”), Company desires toemployExecutiveintheposition(s)describedbelow,andExecutivedesirestobeemployedby Company in that capacity;

WHEREAS, Executive acknowledges that in the course of his employment with Company, Executive will have access to and be provided with unique, confidential, and proprietaryinformationandtradesecretsofCompanywhichareinvaluabletoCompanyand vital to the success of Company’s business; and

WHEREAS, Company and Executive desire to protect such unique, confidential, and proprietaryinformationandtradesecretsfromdisclosuretothirdpartiesorunauthorizeduseto the detriment of Company.

AGREEMENT

NOW, THEREFORE, in consideration of the premises, the respective covenants set forthinthisAgreement,andtheforegoingrecitals(whichthePartiesagreearematerialtoand are incorporated into this Agreement by this reference), and intending to be legally bound

hereby,thePartiesagreeasfollows:

Position andDuties.

(a)

EffectiveasoftheEffectiveDateanduntiltheendoftheTerm(asdefined below),ExecutiveshallbeemployedasChiefExecutiveOfficer(“CEO”)ofCompany.Effective as of January 1, 2027, Executive shall also be appointed to the position of, and shall serve as,

ChairmanoftheBoardofDirectorsofCompany(the “Board”).

(b)

DuringtheTerm,Executiveshallperformsuchdutiesasarecustomarily performed by, and be authorized to exercise those powers and hold such responsibilities as are customarily exercised and held by, an executive holding the positions set forth in Section 1(a)above in a company the size and nature of Company. Executive will provide his services to Company in a professional manner. Executive represents and warrants to Company that he has no outstanding commitments, including but not limited to any restrictive covenants previously entered into between Executive and any other entity, which would prevent Executive from

performingthedutiesrequiredofhimforthepositionssetforthinSection1(a)above.Executive agrees to observe and comply with the rules and policies of Company and its subsidiaries

applicabletoseniorexecutivesofCompanygenerallyandthatarenotinconsistentwiththeterms of this Agreement, as adopted and amended from time to time (each, a “Policy”).

(c)

DuringtheTerm,Executiveagreestodevotesubstantiallyall of

Executive’sworkingtimeandattentiontotheconductofCompany’sbusiness,andtoperform

Executive’sdutiestoCompanyfaithfully,competently,diligently,andtothebestofExecutive’s ability, subject to, and in accordance with, Company’s policies, rules, ethical standards, and

regulations from time to time applicable to senior executives of Company. Executive agrees that Executive shall not, without Company’s prior written consent, render to others services of any kind,whetherornotforcompensation,orengageinanyotherbusinessactivitythatwouldinany way materially interfere with the performance of his duties under this Agreement, provided,

however, that it shall not be a violation of this Agreement for Executive to (a) serve on not-for-profitcorporate,civic,orcharitableboardsorcommittees;(b)deliverlecturesorfulfillspeaking engagements; and/or (c) manage personal investments, so long as such activities do not

materiallyinterferewiththeperformanceofExecutive’sresponsibilitiesasanemployeeof Company in accordance with this Agreement and subject to compliance with any non-

competition,non-solicitation,confidentialityandotherrestrictivecovenantstowhichExecutive is subject.

Term.SubjecttoearlierterminationasprovidedinthisAgreement,Company

shallemployExecutiveunderthetermsofthisAgreementbeginningonthe EffectiveDateand ending on the fifth anniversary of the Effective Date (the “Initial Term”), which shall be

extendedonsuchdateandoneachsubsequentanniversaryofsuchdate foranadditionalone-year period without further action by Executive or Company (together with Initial Term, the “Term”)subjecttoearlierterminationasprovidedinthisAgreement;provided,however,that either Company or Executive may, by written notice to the other given not less than 60 days prior to the scheduled expiration of the Term, as applicable, cause the Term not to extend.

ExceptforSections5through10,thisAgreementshallterminateautomaticallyattheexpiration of the Term. The term “Termination Date” shall mean the termination of Executive’s

employmentwithCompany.Fortheavoidanceofdoubt,Executive’sservicetoCompanyprior to the Effective Date shall not be as an employee or officer of Company.

PlaceofPerformance.

(a)

FromtheEffectiveDateuntilnolaterthanJune30,2027(the“RelocationDate”), Executive shall be authorized to perform his services for Company remotely from his current residence or such other place selected by Executive (such period, the “RelocationPeriod”); provided that Executive will primarily perform his services for Company from the United States and Executive understands and agrees that Executive will be required to travel to Company’s offices from time to time for business purposes during the Relocation Period. CompanyshallpayorreimburseExecutiveonanafter-taxbasisforreasonable,documentedand customary commuting and temporary housing costs and expenses incurred by Executive in

connectionwithprovidingservicesafterthe EffectiveDate inan aggregate amountnotto exceed

$75,000,whichpaymentorreimbursementshallbemadeincalendaryear2027andassoonas reasonably practicable following the date the cost or expense is incurred (the “Relocation

Expenses”).CompanyshallalsoprovideExecutiveagross-uppaymentforU.S.federalandstate income taxes (calculated as if Executive was a resident of Arizona) incurred with respect to the Relocation Expenses, which payment will be paid in accordance with Treasury Regulation

Section1.409A-3(i)(1)(v).IfExecutiveincurs aterminationofemploymentbyCompany

pursuanttoSection5(a)forCauseorpursuanttoSection5(d)duetoExecutive’sresignation fromCompanywithoutGood Reason,ineach case,onorpriortothefirstanniversaryof the

EffectiveDate,then(x)thenetafter-taxvalueoftheRelocationExpenses(andtheassociatedtax gross-up described above) shall be promptly repaid by Executive to Company within 30 days following such termination, and (y) Company may, but shall not be required to, offset any

amounts required to be repaid under the foregoing clause (x) against any amounts otherwise owedtoExecutivebyCompanytotheextentthatsuchoffsetwillnotcauseaviolationof,or result in any additional tax or penalty under, Section 409A (as defined below).

(b)

AftertheRelocationDate,ExecutiveshallworkatCompany’sScottsdale, Arizona offices, subject to reasonable business travel requirements, or at such other locations as the Parties may otherwise mutually agree.

(c)

In connection with Executive’s relocation to Scottsdale, Arizona, CompanyshallpayorreimburseExecutiveforreasonablecostsandexpensesassociatedwith two trips to Scottsdale, Arizona for Executive and his spouse for the purpose of locating a

primaryresidence,inanamountofupto$25,000,whichpayment orreimbursementshall be

payableincalendaryear2027,andassoonasreasonablypracticablefollowingthedatethecost or expense is incurred (collectively, the “Relocation Reimbursement”). Executive will also

receivearelocationbonusequalto$100,000(the“RelocationBonus”),payableinasinglelump sum within 30 days following the Effective Date (subject to applicable taxes and deductions).

CompanyshallalsoprovideExecutiveagross-uppaymentforU.S.federalandstateincome taxes (calculated as if Executive was a resident of Arizona) incurred with respect to the

RelocationReimbursementandRelocationBonus,whichpaymentwillbepaidinaccordance with Treasury Regulation Section 1.409A-3(i)(1)(v). If Executive incurs a termination of

employment by Company pursuant to Section 5(a)for Cause or pursuant to Section 5(d)due to Executive’s resignation from Company without Good Reason, in each case, on or prior to the first anniversary of the Effective Date, then (x) the net after-tax value of the Relocation Bonus, theRelocationReimbursementandtheassociatedgross-uppayment(s)shallbepromptlyrepaid

byExecutivetoCompanywithin30daysfollowingsuchtermination,and(y)Companymay,but shall not be required to, offset any amounts required to be repaid under the foregoing clause (x) against anyamountsotherwiseowedtoExecutive byCompanytotheextentthatsuchoffsetwill not cause a violation of, or result in any additional tax or penalty under, Section 409A (as

definedbelow).

CompensationandRelatedMatters.DuringtheTerm,Executiveshallbeentitled toreceivethefollowingasfullcompensationforservicesrenderedbyExecutivetoCompany as CEO under this Agreement.

(a)

BaseSalary.CommencingontheEffectiveDate,ascompensationfor

Executive’sperformanceofhisobligationshereunder,CompanyshallpayExecutiveanannual base salary of $1,100,000 (“Base Salary”), which shall be paid in approximately equal

installments in accordance with Company’s regular payroll practices, and from which Company shallmakeallrequireddeductionsand/orwithholdings,includingforfederalandstatetaxes,and

any otherdeductions authorized by Executive or the law. TheBase Salary shall be pro-rated for partialyearsofemployment.TheBaseSalaryshallbesubjecttoannualreviewbytheBoard(or its compensation committee), and may be increased, but not decreased. Any increase in

Executive’sBaseSalaryshallbedeterminedatthesolediscretionoftheBoard,andshallthen constitute the Base Salary, as defined in this Agreement.

(b)

AnnualBonus.CommencingontheEffectiveDate,Executiveshallbe eligibletoreceiveanannualdiscretionaryperformancebonuswithrespecttoeachfiscalyear

(each, an “Annual Bonus”) at a target of 125% of Base Salary (the “Target Annual Bonus”) and amaximumpotentialbonusof250%ofBaseSalary,withactualpayoutsbasedonCompanyand individual performance in accordance with the overall executive incentive plan in effect for the particular year, payable in the year following the year to which such Annual Bonus relates. The 2026 Annual Bonus shall be pro-rated for the partial year of employment, if applicable.

Executiveunderstands,acknowledges,andagrees thatExecutiveshallnotbeentitledtoany

AnnualBonusamountintheeventExecutive’semploymentterminatespriortothepaymentof the Annual Bonus, other than as expressly provided in Section 5.

(c)

Long-TermIncentivePlan.

(i)

Onthedate ofthisAgreement,Companywill grantExecutivean

option(the“Option”)underCompany’s2024IncentiveAwardPlan(asamendedand/orrestated, the “Plan”) to purchase a number of shares of Company’s common stock equal to (x)

$15,000,000dividedby(y)thepersharefairmarketvalueofCompany’scommonstockonthe date of grant, as determined in accordance with the Plan (the “FMV”) at an exercise price per

shareequaltotheFMVonthedateofgrant,providedthat,ifExecutive’semploymentwith CompanyasCEOdoesnotcommenceonorpriortotheEffectiveDate,theOptionshallbe forfeited automatically for no consideration. The Option will vest in four equal annual

installmentsfollowingtheEffectiveDate,subject toExecutive’scontinued employment or

servicewithCompany.Inallrespects,theOptionwillbegovernedbyandsubjecttothetermsof the Plan and a separate stock option agreement to be entered into between Executive and Company in substantially the form filed with the Securities and Exchange Commission (the

“SEC”)onForm10-K,asrevisedtoreflect thetermsofthisAgreement.

(ii)

Additionally,onthedateofthisAgreement,Companywillgrant Executive an award of a number of restricted stock units (the “RSUs,” and the Options and

awardofRSUsdescribedinSection4(c)(i) and4(c)(ii),together,the“InitialAwards”)equalto

(x)$5,000,000 divided by (y)the FMVonthedateof grant;providedthat, if Executive’s

employment with Company as CEO does not commence on or prior to the Effective Date, the RSUs shall be forfeited automatically for no consideration. The RSUs will vest in four equal annualinstallmentsfollowingtheEffectiveDate,subjecttoExecutive’scontinuedemployment

orservicewithCompany.Inallrespects,theRSUswillbegovernedbyandsubjecttotheterms of the Plan and a separate RSU award agreement to be entered into between Executive and Company in substantially the form filed with the SEC on Form 10-K, as revised to reflect the terms of this Agreement.

(iii)

Beginningin2027,duringtheTerm,Executivewillreceiveequity incentive awards on an annual basis under the Plan during the first six months of each calendar yearcommencingduringtheTerm(the“AnnualLTIPAwards”).Thetargetgrantdatefairvalue of the Annual LTIP Awards shall be equal to 500% of Base Salary. The Annual LTIP Award

grantedin2027willbeproratedtoreflecttheportionof2026duringwhichExecutivewas employed by Company. Furthermore, solely in the event that (x) the Termination Date (as defined below) occurs on or afterJanuary 1, 2031, (y)the Termination Date occurs due to Executive’s termination of employment by Company without Cause, due to Executive’s

resignationforGoodReason or onorfollowing thefifth anniversary oftheEffectiveDate

(subject,ineachcase,toExecutiveprovidingtheBoardwithsixmonths’priornoticeofintentto terminate employment), or due to Company’s non-extension of the Term as provided in Section2and (z) the Termination Date occurs prior to the Annual LTIP Grant being made to Executive in the first six months of 2032, then Executive will receive an additional Annual LTIP Award (granted no later than March 15, 2032), which will be pro-rated to reflect the portion of 2031 during which Executive was employed by Company (the“Final Grant”). In addition, if the Final Grant is made after the Termination Date, Executive shall cooperate with Company to ensure

that Executive is an eligible “Service Provider” at the time ofgrant for purposes of the Plan and the vesting provisions of Section 5will apply to the Final Grant as if the Final Grant was made beforetheTerminationDate.Theform(whichmaybeintheformoftime-basedrestrictedstock units, performance-based restricted stock units and/or options), timing, amount and other terms and conditions (including vesting terms, which are currently expected to provide for annual

vestingoverthreeyearsofactiveservice)oftheAnnualLTIPAwardswillbedeterminedbythe Board in its discretion, provided that the timing and other non-economic terms of the Annual LTIP Awards (other than vesting) will be substantially comparable in the aggregate to those

applicabletoexecutiveofficersgenerally.

(d)

Sign-OnBonus.Executivewillreceiveasign-oncashbonusequalto

$1,000,000(the“Sign-OnBonus”),payableinasinglelumpsumonthefirstregularpayrolldate occurringonoraftertheEffectiveDate(subjecttoapplicabletaxesanddeductions).IfExecutive incurs a termination of employment by Company pursuant to Section 5(a)for Cause (as defined below) or pursuant to Section 5(d)due to Executive’s resignation from Company without Good Reason(asdefinedbelow),ineach case,onorpriortothefirstanniversaryoftheEffectiveDate, then (x) the net after-tax value of the Sign-On Bonus shall be promptly repaid by Executive to Company within 30 days following such termination, and (y) Company may, but shall not be

required to, offset any amounts required to be repaid under the foregoing clause (x) against any amountsotherwiseowedtoExecutivebyCompanytotheextentthatsuchoffsetwillnotcausea violation of, or result in any additional tax or penalty under, Section 409A (as defined below).

(e)

Expenses.DuringExecutive’semploymentwithCompany,Company shall reimburse Executive for all reasonable business expenses incurred by Executive in the

performanceofExecutive’sdutiestoCompany,includingairtravel,entertainment,parking,and business meetings, incurred and substantiated in accordance with Company’s expense

reimbursement Policy. With respect to air travel necessitated by or relating to his duties to Company,ExecutiveshallbepermittedtotravelviaprivateaircraftfortravelintheUnited

StatesandCanadaorfirst-classseating.Inaddition,duringtheTerm,Companyshallprovide Executive with an automobile allowance of $3,000 per month.

(f)

EmployeeBenefits.DuringExecutive’semploymentwithCompany,

ExecutiveandExecutive’sdependents,totheextenttheyareeligible,shallbeentitledto

participateinallmedical,dental,vision,retirement,wellnessprograms,andotheremployee group insurance and welfare benefit plans, if any, made available by Company to similarly

situatedexecutiveofficers,allinaccordancewithCompany’spoliciesconcerningsuch plans.

Executiveacknowledgesandagreesthatthecostandbenefitsofsuchplansmay varywith

duties,salary,andlengthofemployment,andthatanyquestionsconcerningeligibility,coverage, or duration shall be governed by the terms of the plans or policies. Executive further

acknowledgesandagreesthatCompanyreservestherighttomodify,suspend,ordiscontinueany benefit plans, policies, and practices at any time without notice to or recourse by Executive, so long as such action is taken generally with respect to other similarly situated employees

employedbyCompany.

(g)

PaidTimeOff.Executiveshallbeentitledto31calendardaysofpaidtime off in each calendar year of employment with Company in accordance with Company’s paid

timeoffPolicy.Executiveagreesthatduringanyperiodofpaidtimeoff,Executiveshall

continuetoprovideservicestoCompanyasmaybereasonablynecessaryinordertoperformhis duties and responsibilities under this Agreement.

(h)

Key Person Insurance. At any time during the Term, Company shall have therighttoinsurethelifeofExecutiveforCompany’ssolebenefit.Companyshallhavetheright to determine the amount of insurance and the type of policy. Executive shall reasonably

cooperatewithCompanyinobtainingsuchinsurancebysubmittingtophysicalexaminations,by supplying all information reasonably required by any insurance carrier, and by executing all

necessarydocumentsreasonablyrequiredbyanyinsurancecarrier,providedthatanyinformation provided to an insurance company or broker shall not be provided to Company without the prior written authorization of Executive. Executive shall incur no financial obligation by executingany required document, and shall have no interest in any such policy.

Termination.

(a)

TerminationforCause.Notwithstandinganythingtothecontraryinthis Agreement, this Agreement, the Term and Executive’s employment with Company may be

immediatelyterminated byCompany forCauseupon writtennoticetoExecutive.Upon any

terminationpursuanttothisSection5(a),ExecutiveshallbeentitledtobepaidhisBaseSalaryto the Termination Date, and Company shall have no further liability hereunder (other than for

reimbursementforreasonablebusinessexpensesincurredpriortotheTerminationDateandany vested benefits not otherwise forfeited as a result of termination for Cause).

(i)

ForpurposesofthisAgreement,“Cause”shallmean:

(1)Executive’sconvictionof,orpleaofguiltyornolocontendereto,anyfelony;(2)Executive’s engagement in any act involving gross misconduct that is materially injurious to Company and

itssubsidiaries;(3)Executive’swillfulandcontinuedbreachof,or failuresubstantiallyto

perform under or comply with, Section 6of this Agreement; (4) Executive’s willful refusal to substantiallytoperformExecutive’sjobdutiesorresponsibilitiesthatcontinuesafterreceiptof

writtennoticerequestingsuchperformance;(5)Executivecommitsorknowinglyhascommitted a material breach of any laws or regulations that has a material adverse effect on Company’s

business;and(6)Executivebecomesdisqualifiedbyfinallegaljudgmentfrombeingadirector of Company, provided, however, that with respect to clause (3) above, Executive will be

providednoticeofanymisconductand/orbreachconstitutingCauseandgivenreasonable opportunity (not to exceed 30 days) to cure the misconduct and/or breach (unless such

misconduct and/or breach is determined by Company or the Board not to be susceptible to cure, in which case termination shall be deemed to be immediate), and provided, further, that such 30 daycureperiodshallonlybeavailableforthefirstsuchmisconductand/orbreachofthesameor substantially similar type and subsequent misconduct and/or breach of the same or substantially similar type shall constitute Cause without regard to Executive’s subsequent cure of same.

(b)

TerminationDuetoDeathorTotalandPermanentIncapacity.Intheevent of Executive’s death or Total and Permanent Incapacity following the Effective Date and before the termination or expiration of the Term, Executive or Executive’s estate, as the case may be,

shallbeentitled tothefollowing:

(i)

anyaccruedbutunpaidBaseSalarythroughtheTerminationDate in accordance with Company’s regular payroll practices;

(ii)

reimbursement for unreimbursed business expenses properly incurredbyExecutive,payableinaccordancewithCompany’sexpensereimbursementPolicy;

(iii)

anyaccruedbutunusedpaidtimeoffinaccordancewithCompany policy, payable on the pay date immediately following the date of Executive’s termination in accordance with Company’s regular payroll practices or on such earlier date as may be required by law;

(iv)

allothervestedpayments,vestedbenefitsorvestedfringebenefits towhichExecutiveisentitledtounderthetermsofanyapplicablecompensationarrangementor benefit, equity or fringe benefit plan or program or grant;

(v)

any earned but unpaid Annual Bonus with respect to the calendar yearendingonorprecedingtheTerminationDate,payableontheotherwiseapplicablepayment date (collectively, payments in Section 5(b)(i)through 5(b)(v)hereof, the “Accrued Benefits”); and

(vi)

(i) any unvested equity or equity-based awards granted under any equitycompensationplanofCompanythatvestsolelybasedonthepassageoftimewillbecome immediately vested as of the Termination Date and (ii) any equity or equity-based awards

grantedunderanyequitycompensationplanofCompanythatvestsinwholeorinpartbasedon the attainment of performance-vesting conditions shall remain outstanding and eligible to vest upon the attainment of the applicable performance goals following the completion of the

applicableperformanceperiodpursuantto thetermsoftheapplicableawardagreement (without

regardto anycontinuedservicerequirement),andsuchawards,totheextentvested,shallbe

settledinaccordancewiththetermsoftheapplicableawardagreementgoverningsuchawards. Any vested options shall remain exercisable until the earlier of (x) 36 months following the

TerminationDateand(y)theexpirationofthefulltermofsuchoption,subjecttoearlier termination in connection with a corporate transaction.

(vii)

ForpurposesofthisAgreement,“TotalandPermanentIncapacity” shall mean such physical or mental condition of Executive, including, without limitation, alcoholism or drug addiction, which renders Executive incapable of performing the duties or

obligationsrequired under thisAgreement for aperiod in excessof 180 daysconsecutivedaysor 270days,inany365day period,withorwithoutanyreasonableaccommodation.Companyshall complywiththeAmericanswithDisabilitiesActandanyotherapplicablefederalorstatelawsin making a determination whether Executive’s condition constitutes Total and Permanent

Incapacity.

(c)

Termination by Company Without Cause or by Executive for GoodReason.Intheeventofatermination(x)ofthisAgreementbyCompanywithoutCausebetween the date hereof and before the Effective Date, (y) of employment by Company without Cause followingtheEffectiveDate,or(z)ofemploymentbyExecutiveforGoodReasonfollowingthe Effective Date, Company shall pay or provide Executive with the following:

(i)

theAccruedBenefits;and

(ii)

subjecttoExecutive’sexecutionandnon-revocationbyExecutive within 45 days following the Termination Date of a waiver and release agreement containing

standardtermsintheformattachedheretoasExhibitA(andsuchwaiverandreleaseagreement becoming effective):

(A)

acashpaymentequalto1.5 timesthesumof (x)

Executive’s then-current Base Salary (disregarding any reduction in Base Salary not approved by Executive) and (y) Executive’s then-current Target Annual Bonus, payable in a single lump sum in accordance with Company’s regular payroll practices within 60 days following the Termination Date, subject to applicable withholding and other taxes; provided,however,thatiftheterminationdescribedinthisSection5(c)occurswithin24 months following, or six months prior to (and in connection with), a Change in Control, such cash payment shall instead be equal to 2.0 times the sum of (x) and (y);

(B)

a cash payment equal to the product of (i) the Annual Bonus,ifany,Executiveotherwisewouldhaveearnedforthecalendaryearthatincludes the Termination Date had no such termination occurred, based on actual achievement of

theapplicableperformancegoalsforsuchyearand(ii)afraction,thenumeratorofwhich is the number of days Executive was employed by Company during the year of

terminationandthedenominatorofwhichisthenumberofdaysinsuchyear,payableon the date the Annual Bonus for the year of termination would otherwise have been paid;

(C)

ifExecutivetimelyelectstoreceivecontinuedmedical, dental or vision coverage under one or more of Company’s group healthcare plans

pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then Company shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans (less the amountExecutivewouldhavehadtopaytoreceivegrouphealthcoverageforExecutive and Executive’s covered dependents based on the cost sharing levels in effect on the

Termination Date) during the period commencing on Executive’s Separation from Serviceandendingupontheearliestof(i)the18-monthanniversaryofExecutive’s Separation from Service, (ii) the date that Executive and/or Executive’s covered

dependentsbecomenolongereligibleforCOBRAor(iii)thedateExecutivebecomes eligible to receive healthcare coverage from a subsequent employer (and Executive

agreestopromptlynotifyCompanyofsucheligibility).Notwithstandingtheforegoing,if Company determines in its sole discretion that it cannot provide the foregoing benefit

withoutpotentiallyviolatingapplicablelaw(including,withoutlimitation,Section2716 of the Public Health Service Act) or incurring an excise tax, Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the

monthlyCOBRApremiumthatExecutivewouldberequiredtopaytocontinue

Executive’sandExecutive’scovereddependents’grouphealthcoverageineffectonthe Termination Date (which amount shall be based on the premium for the first month of COBRA coverage), less the amount Executive would have had to pay to receive group health coverage for Executive and Executive’s covered dependents based on the cost

sharinglevelsineffectontheTerminationDate, whichpaymentsshallbemade regardlessofwhetherExecutiveelectsCOBRAcontinuationcoverageandshall

commenceinthemonthfollowingthemonthinwhichtheTerminationDateoccursand shall end on the earlier of (X) the last day of the Severance Period, (Y) the date that

Executiveand/orExecutive’scovereddependentsbecomenolongereligibleforCOBRA or (Z) the date Executive becomes eligible to receive healthcare coverage from a

subsequentemployer(andExecutiveagreestopromptlynotifyCompanyofsuch eligibility); and

(D)

(i) any unvested Initial Awards will become immediately vestedasoftheTerminationDate,(ii)anyotherunvestedequityorequity-basedawards granted under any equity compensation plan of Company that vest solely based on the

passage of time will become immediately vested as of the Termination Date as to the portionofsuchawardsthatwasscheduledtovestonorpriortothesecondanniversaryof the Termination Date (provided that, solely if the Termination Date occurs on or following the fifth anniversary of the Effective Date (or if a Change in Control has

occurred prior to the Termination Date), any unvested equity or equity-based awards grantedunderanyequitycompensationplanofCompanythatvestsolelybasedonthe

passageoftimewillbecomeimmediatelyvestedasoftheTerminationDate)and(iii)any equity or equity-based awards granted under any equity compensation plan of Company

thatvestsinwholeorinpartbasedontheattainmentofperformance-vestingconditions shall remain outstanding and eligible to vest upon the attainment of the applicable

performancegoals followingthecompletionoftheapplicableperformanceperiod

pursuanttothetermsoftheapplicableawardagreement(withoutregardtoanycontinued service requirement); provided, however, that if the termination described in this Section5(c)occurs within 24 months following, or six months prior to (and in connection with), a Change in Control, all performance-based equity awards shall become immediately

vested and no longer subject to forfeiture, calculated, without proration, based on the greater of (A) 100% of target or (B) actual performance, and shall be settled in accordancewiththetermsoftheapplicableawardagreementgoverningsuchawards.

Anyvestedoptionsshallremainexercisableuntiltheearlierof(x)36monthsfollowing the Termination Date and (y) the expiration of the full term of such option, subject to earlier termination in connection with a corporate transaction.

(iii)

ForpurposesofthisAgreement,“ChangeinControl”meansa transaction defined or treated as a “Change in Control” under the Plan.

(iv)

ForpurposesofthisAgreement,“GoodReason”shallmean the

occurrenceofanyofthefollowingeventswithoutExecutive’spriorwrittenconsent,unlesssuch events are corrected in all respects by Company within 30 days following Executive’s written

notification to Company of the occurrence of any such event(s): (1) a reduction in Executive’s BaseSalaryorTargetAnnualBonus;(2)theassignmentofdutiesandresponsibilitiesmaterially inconsistent with Executive’s status as the Chief Executive Officer of Company or a material

reduction in Executive’s title, duties, authorities, or responsibilities; (3) a breach by Company of amaterialtermofanyofitsobligationsunderthisAgreement;(4)theremovalofExecutivefrom the Board by Company (other than for Cause) or the failure to nominate Executive to serve on

theBoard;or(5)arelocationofExecutive’sprimaryworklocationbymorethan50miles from its then current location. Executive shall provide Company with a written notice detailing the

specificcircumstancesallegedto constituteGoodReasonwithin30daysafterthe first

occurrenceofsuchcircumstancesandactuallyterminatesemploymentwithin30daysfollowing the expiration of Company’s 30-day cureperiod described above if the applicable condition has not been cured.

(d)

TerminationbyExecutivewithoutGoodReason.Consistentwiththeat-will nature of Executive’s employment hereunder, Executive may immediately terminate his employment with Company (and the Term) at any time without Good Reason. Except as

provided in Section 5(f)below, in the event Executive elects to terminate his employment with Company,ExecutiveshallprovidetheBoardwithsixmonths’priornoticeofintenttoterminate employment with Company, Company reserves the right to require Executive to take garden

leave from the date of notice until the Termination Date. In the event that Executive terminates his employment under this Section 5(d), and except as provided in Section 5(f)below, Executive shallbeentitledtobepaidonlyhisBaseSalarythroughtheTerminationDateandanyearnedbut unpaid Annual Bonus with respect to the calendar year ending on or preceding the Termination Date, payable on the otherwise applicable payment date, and Company shall have no further

liabilityhereunder(otherthanforreimbursementforreasonablebusinessexpensesincurredprior to the Termination Date and any vested benefits not otherwise forfeited as a result of such

termination). Notwithstanding the foregoing, if such termination occurs after the expiration of theInitialTerm(andsubjecttoExecutiveprovidingtheBoardwithsixmonths’priornoticeof

intenttoterminateemployment),(i)anyunvestedequityorequity-basedawardsgrantedunder any equity compensation plan of Company that vest solely based on the passage of time will

becomeimmediatelyvestedasoftheTerminationDateand(ii) anyequityor equity-based

awardsgrantedunderanyequitycompensationplanofCompanythatvestsinwholeorin part

basedontheattainmentofperformance-vestingconditionsshallremainoutstandingandeligible to vest upon the attainment of the applicable performance goals following the completion of the applicableperformanceperiodpursuanttothetermsoftheapplicableawardagreement(without regard to any continued service requirement). Any vested options shall remain exercisable until the earlier of (x) 36 months following the Termination Date and (y) the expiration of the full

termofsuchoption,subjecttoearlierterminationinconnectionwithacorporatetransaction.The occurrence of (i) a material breach of Section 6(c) or 6(e)that causes demonstrable damage to Company or (ii) a breach of Section 6(a)or (b)(which, if curable, remains uncured within 30

days of written notice by Company) shall, in each case, result in immediate forfeiture of any then-unvestedperformance-basedawardsandanythen-unexercisedoptions.ThePartiesagree that a violation of Section 6(a)that has not caused a material injury to Company and its

subsidiariesmaybecured byterminationofservicewith thecompetitor party.

(e)

Termination As a Result of Company Non-Renewal. In the event of a termination as a result of Company’s non-extension of the Term as provided in Section 2, CompanyshallpayorprovideExecutivewiththefollowingpaymentsandbenefits(andshallnot receive payments or benefits under Section 5(c)):

(i)

theAccruedBenefits; and

(ii)

subjecttoExecutive’sexecutionandnon-revocationbyExecutive within 45 days following the Termination Date of a waiver and release agreement containing

standardtermsintheformattachedheretoasExhibitA(andsuchwaiverandreleaseagreement becoming effective):

(A)

theapplicableperformancegoalsforsuchyearand(ii)afraction,thenumeratorofwhich is the number of days Executive was employed by Company during the year of

terminationandthedenominatorofwhichisthenumberofdaysinsuchyear,payableon the date the Annual Bonus for the year of termination would otherwise have been paid; and

(B)

(1)anyunvestedequityorequity-based awardsgranted

underanyequitycompensationplanofCompanythatvestsolelybasedonthepassageof time will become immediately vested as of the Termination Date and (2) any equity or equity-based awards granted under any equity compensation plan ofCompany that vests in whole or in part based on the attainment of performance-vesting conditions shall

remainoutstandingandeligibletovestupontheattainmentoftheapplicableperformance goals following the completion of the applicable performance period pursuant to the

termsoftheapplicableawardagreement (withoutregardto anycontinuedservice

requirement). Anyvestedoptionsshallremainexercisableuntiltheearlierof(x)36

monthsfollowingtheTerminationDateand(y)thefulltermofsuchoption,subjectto earlier termination in connection with a corporate transaction. The occurrence of (i) a

materialbreachofSection6(c)or6(e)thatcauses demonstrabledamagetoCompanyor

(ii)abreachofSection6(a)or (b)(which,ifcurable,remainsuncuredwithin30daysof written notice by Company) shall, in each case, result in immediate forfeiture of any then-unvestedperformance-basedawardsandanythen-unexercisedoptions.TheParties agree that a violation of Section 6(a)that has not caused a material injury to Company and its subsidiaries may be cured by termination service with the competitor party.

(f)

Suspension.DuringtheTerm,Companyshallhave therightto suspend

Executiveforupto30dayswithfullcompensationandbenefitstoinvestigateanycredibleclaim that Executive has engaged in a “Cause” event.

(g)

CompensationandBenefitsUponTermination.Exceptasotherwise

expresslyprovidedherein,allofExecutive’srightstoBaseSalary,AnnualBonus,benefits,and any other compensation hereunder which accrue or become payable after Executive’s

terminationofemploymentwithCompanyshallceaseuponsuchtermination,otherthanthose expressly required under applicable law or as set forth in this Agreement.

(h)

Return of Company Property. Executive agrees that, upon termination of Executive’s employment with Company, Executive shall promptly return to Company all Company property which is then, or thereafter comes into, in Executive’s possession, whetheror notsuchpropertyconstitutesConfidentialInformation(asdefinedinSection6(c)below),aswell as all physical property of Company, including, but not limited to, documents, contracts,

agreements,plans,photographs,books,notes,electronicallystoreddata,andallcopiesofthe forgoing, as well as any other materials or equipment supplied to Executive by Company.

(i)

Section280G.NotwithstandinganythinginthisAgreementtothe

contrary, in the event that any payment or benefit received or to be received by Executive, or otherwisetoorforthebenefitofExecutive,whetherpursuanttothetermsofthisAgreementor any other plan, equity-based award, arrangement or agreement (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or in part) to

theexcisetaximposedbySection4999oftheCode(the“ExciseTax”),thentheTotalPayments shall be reduced (in the order provided below) to the minimum extent necessary to avoid the

impositionoftheExciseTaxontheTotalPayments,butonlyif(1)thenetamountofsuchTotal Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized

deductionsandpersonalexemptionsattributabletosuchreducedTotalPayments)isgreaterthan

(2)thenetamountofsuchTotalPaymentswithoutsuchreduction(butaftersubtractingthenet amount of federal, state and local income taxes on such Total Payments and the amount of

ExciseTaxtowhichExecutivewouldbesubjectinrespectofsuchunreducedTotalPayments and after taking into account the phase out of itemized deductions and personal exemptions

attributabletosuchunreducedTotalPayments).TheTotalPaymentsshallbereducedinthe

followingorder:(i)reductiononapro-ratabasisofanycashseverancepaymentsthatareexempt from Section 409A (as defined below), (ii) reduction on a pro-rata basis any non-cash severance payments or benefits that are exempt from Section 409A, (iii) reduction on a pro-rata basis of any other payments or benefits that are exempt from Section 409A, and (iv) reduction of any

paymentsorbenefitsotherwisepayabletoExecutiveonapro-ratabasisorsuchothermanner

thatcomplieswithSection409A;provided,incaseofclauses(ii),(iii)and(iv),thatreductionof any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time. All determinations

regarding the application of this Section 5(i)shall be made by an accounting firm or consulting groupwithexperienceinperformingcalculationsregardingtheapplicabilityofSection280Gof the Code and the Excise Tax selected by Company (the “Independent Advisors”). For purposes of determinations, no portion of the Total Payments shall be taken into account which, in the

opinion of the Independent Advisors, (i) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of theCode)or(ii)constitutesreasonablecompensationforservicesactuallyrendered,withinthe meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is

laterdeterminedthatagreaterreductionintheTotalPaymentsshouldhavebeenmadeto

implementtheobjectiveandintentofthisSection5(i),theexcessamountshallbereturned immediately by Executive to Company.

RestrictiveCovenants.ExecutiveagreesthatCompany’sproducts,services,and designs are unique, and that Company has a legitimate business interest in protecting its

relationship with its clients, potential clients, its Confidential Information (as defined below in Section 6(c)), its goodwill, and its investment in its employees, including Executive himself. Company, therefore, is unwilling to enter into and perform this Agreement unless Executive entersintotheagreementscontainedinthisparagraphanditssubsections.ToinduceCompany to enter into this Agreement, Executive agrees as follows:

(a)

Non-Competition. Recognizing and acknowledging the highly competitive,national,andinternationalnatureofCompany’sbusinessactivities,during

Executive’semploymentwithCompanyandforaperiodof24monthsaftertheTermination Date, regardless of the reason(s) for termination, Executive will not, directly or indirectly, compete with Company by working for, as an employee, consultant, advisor, independent

contractor, or in any other capacity, any business, group, entity, person, governmental unit, or otherparty,ineachcase, (i)thatislocatedin,providesservicesin,orsellsproductswithinthe Restricted Territory and (ii) that engages in business of developing products or providing

serviceswiththesameorsimilarfunctionalitytotheproductsorservicesdevelopedorunder development by Company prior to and during the term of Executive’s employment with

Company,including,butnotlimitedto,aircraftMROandrelatedservices.“RestrictedTerritory” shall mean each city, county, state, territory and country in which Company is engaged in or has plans to engage in business prior to and during the term of Executive’s employment with Company. Executive further agrees not to develop or assist others in developing products or

serviceswiththesameorsimilarfunctionalitytotheproductsorservicesdevelopedorunder development by Company prior to and during the term of Executive’s employment with

Company.Executivefurtheracknowledgesandagreestothereasonablenessofthiscovenantnot to compete and the reasonableness of the geographic area and duration of time which are a part of said covenant. Executive also acknowledges and agrees that this covenant will not preclude

Executive from becoming gainfully employed following termination of employment with Company. If Executiveviolatestheobligationscontained in this Section 6(a), the timeperiod hereinshallbeextendedbyaperiodoftimeequal tothatperiodbeginningwhentheactivities

constitutingsuchviolationcommencedandendingwhentheactivitiesconstitutingsuchviolation terminated.

(b)

Non-Solicitation.

(i)

Customers.ExecutiveagreesthatduringExecutive’semployment with Company and for a period of 24 months after the Termination Date, regardless of the

reason(s) for termination, Executive shall not, either for Executive or for any other person, business,orentity,foranyreason,eitherdirectlyorindirectly,callonorattempttocallon,

contactorattempttocontact,solicitorattempttosolicit,assistinthesolicitationoforattemptto assist in the solicitation of, take away or attempt to take away, divert away or attempt to divert away, any Customer of Company, including but not limited to any Customers who become

CustomersofCompanythroughExecutive’seffortsorcontacts,forthepurposeofproviding similar products or services as provided by Company. For the purpose of this Section 6,

“Customer”meansanyperson,company,business,governmentalunit,orotherentitythatisor was an actual or prospective customer of Company during Executive’s employment with Company.

(ii)

Employees of Company. Executive agrees that during Executive’s employmentwithCompanyandforaperiodof24monthsaftertheTerminationDate,regardless of the reason(s) for termination, Executive shall not solicit, encourage, influence, induce, or

causeotherstosolicit,encourage,influence,orinduceanyCompanyemployeetoterminatetheir employment relationship with Company, or solicit, induce, hire, seek to hire, and/or offer

employmenttoanyCompanyemployee,eitherasanemployee,consultant,advisor,or independent contractor.

(c)

Non-DisclosureofConfidentialInformation.Executiveacknowledgesthat

(i)Company’sbusinessis“relationship-based;”(ii)throughgreateffortandatincalculable

expense,Companyhasdevelopedandmaintainedinvaluablebusinessrelationships(contractual and prospective) with Company’s Customers, as well as service and product providers and

vendors, and individuals who are employed by or represent the foregoing (collectively, “BusinessRelationships”);and(iii)inthecourseofhisemploymentwithCompany,Executive willbecomeawareofandfamiliarwithproprietary,secret, andotherConfidentialInformation relating to Company’s business. For purposes of this Agreement, “Confidential Information”

shallmeananyandallknowledge,dataorinformationrelatinginanywaytoCompanyorits business, whether generated by Company or obtained from a third party, including, but not

limitedto,informationconcerninginternalbusinessoperations,financialresultsofoperations, contractual and prospective Business Relationships, financial data and records, marketing

procedures,Customerlists,prospectivecustomerlists,information,andrequirements,vendor

lists, information, and requirements, compilations of information, computer software code and programmingstrategiesandtechniques,methodsofdoingbusiness,designsystems,businessand marketing plans, know-how, trade secrets and other proprietary information and data, and other

documentsand information that areused in theoperation, technology, and businessdealingsof Company, however such information is embodied and irrespective of whether it is labeled as “proprietary”or“confidential”,butdoesnotincludeinformationwhichisorbecomesavailable in the public domain other than through any unauthorized disclosure by or fault of Executive.

Executivecovenantsandagreesthatalloftheforegoinginformationisrequiredtobemaintained in confidence for the continued success of Company. Executive covenants and agrees that

ConfidentialInformationisandwillremainthesoleandexclusivepropertyofCompanyandwill remainthesoleand exclusivepropertyofCompanyaftertheterminationofhisemployment,and that he will not, without the prior written consent of Company, while employed, or at any time

after termination of employment, directly or indirectly, (v) make any use of Confidential Informationexceptasmayberequiredinthecourseofhisemploymenthereunder;or (w)

discloseorotherwisedivulgesuchanyConfidentialInformationtoanythirdparty,exceptasis reasonablynecessaryinfurtheranceofhisemploymentdutieshereunderorasrequiredbylegal process. In the event Executive is required by legal process to disclose any Confidential

Information,heshallgivepromptnoticethereoftoCompanytoallowCompanytoobjecttosuch process,obtainaprotectiveorderortakeotherreasonableaction. Withoutlimitingthegenerality of the foregoing, Executive agrees that Company has agreements with other persons that may

includeobligationsorrestrictionsregardingthe confidential treatmentofsuchpersons’

proprietaryorconfidentialinformation.Executiveagreestobeboundbyallsuchobligationsand restrictions made known to him and to use reasonable best efforts to comply with such

obligations.NothinginthisAgreementshallpreventExecutivefrom(i)communicatingdirectly with, cooperating with, or providing information to, or receiving financial awards from, any

federal,stateorlocalgovernmentagency,including withoutlimitationtheU.S.Securitiesand

notifyingorseekingpermissionfromCompany,(ii)exercisinganyrightsExecutivemayhave under Section 6of the U.S. National Labor Relations Act, such as the right to engage in

concertedactivity,includingcollectiveaction ordiscussionconcerningwagesor working

conditions,or(iii)discussingordisclosinginformationaboutunlawfulactsintheworkplace, suchasharassmentordiscriminationbasedonaprotectedcharacteristicoranyotherconduct that Executive has reason to believe is unlawful.

(d)

NotificationtoSubsequentEmployer.If,followingtermination of

Executive’semploymentwithCompany,Executiveacceptsotheremploymentorentersintoa business relationship with any business or entity that Company reasonably believes competes with Company, Executive expressly authorizes and consents to Company informing such competing business of the terms of Section 6of this Agreement by written notice.

(e)

Non-Disparagement.DuringExecutive’semploymentwithCompanyand thereafter in perpetuity, Executive shall not disparage, criticize, or otherwise make derogatory

statements,commentsorremarks(whetheroralor written)regardingCompany,itssuccessors,

directors, officers, employees, Customers or suppliers; provided, however, that nothing in this Section6shallprohibitExecutivefrommakingtruthfuloralorwrittenstatements(i)tocorrect inaccurate or misleading statements made about Executive, (ii) in response to legal process,

requiredgovernmentaltestimonyorfilings,oradministrativeorarbitralproceedings(including, without limitation, depositions in connection with such proceedings and for the purposes of

defending against or bringing any claim in connection therewith), or (iii) for the purpose of exercising legal protected rights to the extent such rights cannot be waived by agreement. Companyagreesthat,atthetimeofExecutive’sterminationofemploymentwithCompany,

CompanyshallinstructCompany’sthen-currentofficersandmembersoftheBoardtonotmake any statement or other communication to any third party or in social media which impugns or

attacks,orisotherwisecriticalof,thereputation,businessorcharacterofExecutive.

(f)

ReasonablenessandRemedies.Executiveagreesthatthelengthoftime and geographic restrictions in Section 6(a)and Sections 6(b)(i)and 6(b)(ii)are necessary and

reasonableandwerespecificallynegotiatedwithCompany.Executivefurtheracknowledgesand agrees that the restrictions set forth in Section 6of this Agreement are reasonable and necessary to protect Company’s protectable interests, including but not limited to its near-permanent

relationships with its Customers, vendors, and referral sources, which Executive agrees are sufficient for protection under applicable state law, that any violation thereof would result in substantial and irreparable injury to Company, and that Company may not have an adequate remedy at law with respect to any such violation. Accordingly, Executive agrees that, in the eventofanyactualorthreatenedviolationthereof,Companyshallhavetherighttoobtain,in

additiontoanyotherremediesthatmaybeavailable,equitablerelief,includingtemporaryand permanent injunctive relief, to cease or prevent any actual or threatened violation of any provisionhereof.IfExecutiveviolatestheobligationscontainedinSection6(a),theapplicable time period shall be extended by a period of time equal to that period beginning when the

activitiesconstitutingsuchviolationcommencedandendingwhentheactivitiesconstituting such violation terminated.

(g)

Blue Pencil Provision. Executive agrees that he has carefully read and consideredthecovenantsandrestrictionssetforthinthisSection6,andacknowledgestheyare fair and reasonable and are reasonably required to protect the legitimate business interests of Companyanddonotpreventhimfromearningalivelihood.Executiveagreesthat,ifthescope of enforceability of any or all of the restrictive covenants set forth in this Agreement is

overbroad,acourtmaylimitorrestrictthecovenant(s)totheextentitbelievestobereasonable under the circumstances existing at that time.

(h)

OtherCovenants.TheprovisionssetforthinthisSection6shallapplyin addition to (and do not supersede) restrictions set forth in any other agreement by and between Executive and Company (or an affiliated entity thereof).

(i)

NoticeofRights.Executiveacknowledgesreceiptofthefollowingnotice of immunity rights under the U.S. Defend Trade Secrets Act, which states: “(1) An individual

shallnotbeheldcriminallyorcivillyliableunderanyfederalorstatetradesecretlawforthe disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local

governmentofficial,eitherdirectlyorindirectly,ortoanattorney;and(ii)solelyforthepurpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (2) an

individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use the trade secret informationinthecourtproceeding,iftheindividual(A)filesanydocumentcontainingthetrade secret under seal, and (B) does not disclose a trade secret, except pursuant to court order.

(j)

Definitions.AsusedinthisSection6andSection7,theterm“Company” shall include Company and its direct and indirect parents and subsidiaries.

IntellectualProperty.

(a)

Theterm“ProprietaryRights”asusedinthisSection7meansall

intellectual property and proprietary rights in any jurisdiction throughout the world, including, ConfidentialInformation,tradesecrets,ideas,inventions,know-how,patents,trademarks,trade names, trade dress, copyrights, wherever and whenever arising.

(b)

Executive acknowledges and agrees that Company shall solely and exclusivelyownallright,titleandinterest,throughouttheworld,inandtoalldiscoveries,

inventions,ideas,innovations,improvements,works,researchandotherdevelopmentsandany disclosures (including patent applications), descriptions, flow charts, notebooks, records,

computercode andotherwork productrelating toanyoftheforegoing,whetheror not

patentable,copyrightableorprotectableastradesecretsandwhetherornotreducedtowritingor othertangibleform(collectively,“Inventions”)thatExecutivemakes,conceives,firstreducesto practice or creates, either alone or jointly with others, during Executive’s employment with Company that relate to Company equipment, designs, devices, instruments, techniques,

formulae,processes,ormethods(collectively,the“CompanyInventions”),and,ineachcase,

togetherwithallProprietaryRightsassociatedtherewith.TotheextentCompanyInventionsare not owned by Company as a “work made for hire” by operation of law pursuant to the United States Copyright Act (17 U.S.C. § 101, et seq.) or otherwise are not owned by Company by

virtueofitsstatusasExecutive’semployer,including,withoutlimitation,anyideas,inventions, improvements, uncopyrightable works or Confidential Information, Executive hereby assigns,

transfers and conveys, all of Executive’s right, title, and interest, throughout the world, in and to such Company Inventions, including all Proprietary Rights associated therewith, without further consideration. In addition to the foregoing, Executive waives all moral rights in any and all worksthatareprotectablebycopyright.ExecutiveacknowledgesthatthisAgreementwillnotbe deemed to assign any Invention that does not (a) relate to Company’s business or actual or

demonstrablyanticipatedresearchordevelopmentor(b)resultfromanyworkperformedby Executive for Company or training received by Executive from Company.

(c)

ExecutiveagreestoassistCompanyineveryproperwaytoobtain, and

fromtimetotimeenforce,UnitedStatesandforeignProprietaryRightsinanycountryrelatingto any Company Inventions which Executive has invented or been involved in developing for Company under the terms of this Agreement. To that end, Executive agrees to execute, verify

anddeliversuchdocumentsandperformsuchotheracts(includingappearancesasawitness)as Company may reasonably request for use in applying for, obtaining, perfecting, evidencing,

sustainingandenforcingsuchProprietaryRightsandtheassignmentthereof.Inaddition, Executiveagreestoexecute,verifyanddeliverassignmentsofsuchProprietaryRightsto

Companyoritsdesignee.Executive’sobligationtoassistCompanywithrespecttoProprietary Rights in any and all countries relating to Company Inventions shall continue beyond the

terminationofthisAgreementforanyreason.

(d)

In the event Company is unable for any reason, after reasonable effort, to obtainExecutive’sfullcooperationandsecureExecutive’ssignatureonanydocumentneededin connection with the actions specified in this Section 7, Executive hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney in

fact,whichappointmentiscoupledwithaninterest,toactforhisandonhisbehalftoexecute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Agreement with the same legal force and effect as if executed by Executive.

ExecutiveherebywaivesandquitclaimstoCompanyanyand allclaims,ofanynature

whatsoever,whichhenowormayhereafterhaveforinfringementofanyProprietaryRights assigned or to be assigned hereunder to Company.

(e)

IfanyInventionorProprietaryRightsrelatinginanymannertotheactual or anticipated business of Company are used or disclosed by Executive to any company,

partnership,organization,association,municipality,person,orotherentity,within12months after the Termination Date, it shall be conclusively presumed that such Invention and/or

Proprietary Rights were conceived or resulted from developments made during the term of this Agreement, and Executive agrees that any Invention and Proprietary Rights shall belong to Company. Executive further agrees that any copyright, trademark, or patent application filed by Executivewithin12monthsaftertheTerminationDaterelatedtoanymodificationbyExecutive of or to existing Company equipment, devices, instruments, techniques, processes, or methods, aswell asany discovery or improvement ofCompany equipment, designs, devices, instruments, techniques, formulae, processes, or methods, shall be conclusively presumed to relate to Company Inventions created or made by Executive during the term of the Agreement.

(f)

To the extent, if any, that, notwithstanding the provisions of this Agreement, Executive owns rights to works, inventions, discoveries, proprietary information, andcopyrightedorcopyrightableworks,orotherformsProprietaryRightsthatareincorporated in any Invention owed or used by Company, Executive agrees that Company will have an

unrestricted, nonexclusive, royalty-free, perpetual, transferable licenseto make, use, sell, offer forsale,reproduce,display,perform,distribute,createderivativeworksofandsublicensesuch Invention in whatever form, and Executive hereby grants such license to Company.

DisputeResolution.

(a)

IntheeventadisputearisesbetweenExecutiveandCompanyrelatingto Executive’semploymentwithCompanyortheterms,conditions,orobligationssetforthinany agreement between Executive and Company, including (but not limited to) this Agreement,

exceptformattersinvolvinganallegedbreachoftheprovisionssetforthabovein Section6by Executive for which Company seeks relief in the form of an injunction, which shall not be

subjecttothemediationorarbitrationprovisionsinthisSection8,ExecutiveandCompanyagree to engage in discussions in a good-faith effort to resolve any such disputes. Should such

good-faithdiscussionsnotresultinaresolutionofthedisputewithin30calendardays,Executive and Company agree to promptly submit the dispute for mediation before a mediator to be

selectedthroughJAMS(www.jamsadr.com).Ifthedisputeremainsunresolved60calendardays after submission of the matter to mediation before JAMS, either Executive or Company may

initiatearbitrationproceedingsassetforthbelowin Section8(b).

(b)

Except for actions seeking an injunction enjoining an alleged breach of Section6ofthisAgreement,whichshallnotbesubjecttoarbitration,subjecttotherequirements of Section 8(a), in the event Executive’s employment is terminated by Company, and Executive contends that such termination was wrongful or otherwise in violation of this Agreement or any law or that Company violated any express or implied condition, term, or covenant of

employmentorofthisAgreement,whetherfoundedinfactorinlaw, includingbutnotlimitedto thecovenantofgoodfaithandfairdealing,orotherwiseinviolationofanyofExecutive’srights, Executive and Company agree to submit any such matter, other than claims for injunctive relief, to private, confidential, binding arbitration pursuant to the JAMS Employment Arbitration Rules and Procedures. Pursuant to this Section 8, the following disputes will be submitted to final and binding arbitration before a single neutral arbitrator and not to any court: (i) claims of unlawful

harassment or discrimination which cannot be resolved by the Parties or during an investigation byanadministrativeagency(suchastheEqualEmploymentOpportunityCommissionorsimilar stateagency),totheextent allowedbylaw;(ii)claimsof wrongfuldischargeortermination; and

(iii)statelaw-basedtortandcontract claimsarisingoutofemployment,termination of

employment,orthisAgreement.Theforegoingisforillustrationandexamplepurposesandis not intended to be nor is an exhaustive list of all claims subject to the terms of this Section 8.

(c)

Executiveshallinitiatethearbitrationprocessbydeliveringawritten

requestfor arbitrationtoCompany withinthetimelimitswhichwouldapplyto thefilingofa

civilcomplaintinArizonastatecourt.Alaterequestwillbevoid.IfExecutiveandCompanyare unable to agree upon a single neutral arbitrator within a period of 10 calendar days, Company

willobtainalistofarbitratorsfromJAMS.Anarbitratorshallthereafterbeselectedoffofthis list using the process of alternate strikes, with Executive having the first strike. The arbitrator

shall be bound by the provisions and procedures set forth in the JAMS Employment Arbitration Rules and Procedures. The arbitrator shall determine the prevailing party in the arbitration and (totheextentthearbitratordeterminesisequitable)maydirectthatalladministrativeexpensesof arbitration, e.g., arbitrator’s fees, court reporter fees, etc., will be borne by Company. The

arbitratorshallhavethe authoritytoorder anylegalandequitable remedywhichwould be

availableinaciviloradministrativeactionontheclaim(s)atissue.Companyshallreimburse Executive for expenses incurred by him in connection with this Section 8if Executive

substantiallyprevailsonanymaterialeconomicissue;providedthatexpensesincurredasaresult of a frivolous claim shall not be reimbursed hereunder.

(d)

Except for actions seeking an injunction, which shall not be subject to arbitration,arbitrationshallbetheexclusivemeansofresolvinganydispute(s)arisingunderor

listedinthisAgreementorotherwiserelatedtoExecutive’semploymentwithCompany,andno other action shall be brought in any court or administrative forum for such disputes. However, nothing in this Section 8shall prevent, prohibit or discourage Executive from filing a charge with, or participating in an investigation by, the National Labor Relations Board (NLRB), the

EqualEmploymentOpportunityCommission(EEOC),anystateorlocalfairemployment practices or civil rights agency or any other administrative agency or governmental body

possessing jurisdiction over employment-related claims (although if such a claim is pursued followingtheexhaustionofsuchadministrativeremedies,thatclaimwouldbesubjecttothese provisions).

(e)

Exceptasotherwiserequiredunder applicablelaw,Companyand

Executiveexpresslyintendandagreethat(i)classaction,collectiveaction,andrepresentative action procedures shall not be asserted, nor will they apply, in any arbitration proceeding

pursuanttothisAgreement;(ii)Executivewillnotassertanyclassaction,collectiveaction,or representative action claims against Company in arbitration or otherwise; and (iii) Executive

shallonlysubmitExecutive’sownindividualclaimsinarbitrationandwillnotseektorepresent the interests of any other person.

(f)

Ifanycourtofcompetentjurisdictiondeclaresthatanypartofthis Section 8of this Agreement pertaining to arbitration of disputes is illegal, invalid, or

unenforceable,suchadeclarationwillnotaffect thelegality,validity,orenforceabilityof the

remainingpartsoftheAgreement,andtheillegal,invalid,orunenforceablepartwillnolonger be part of this Agreement in accordance with the provisions set forth in this Agreement in Section 10(e).

(g)

THISARBITRATIONPROVISIONISAWAIVEROFALL

RIGHTSTOACIVILJURYORBENCHTRIALFORADISPUTEDTERMINATION, STATE LAW-BASED CONTRACT AND TORT CLAIMS, AND/OR A CLAIM FOR UNLAWFUL HARASSMENT OR EMPLOYMENT DISCRIMINATION, TO THE

EXTENTALLOWEDBYLAW.

Compliancewith Section409A.

(a)

General.ItistheintentionofbothCompanyandExecutivethat the

benefitsandrightstowhichExecutivecouldbeentitledpursuanttothisAgreement areexempt from, or comply with, Section 409A of the Code and the Treasury Regulations and other

guidancepromulgatedorissuedthereunder(“Section409A”),totheextentthattherequirements of Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If any benefits or rights constitute “nonqualified

deferredcompensation”underSection409A,then,notwithstandinganythinginthisAgreement to the contrary, the nonqualified deferred compensation shall be subject to the following

additionalrequirements,ifandtotheextentrequiredtocomplywithSection 409A:

(i)

NoAccelerationofPayments.NeitherCompanynorExecutive, individually or in combination, may accelerate any payment or benefit that is subject to

Section 409A, except in compliance with Section 409A and the provisions of this Agreement, andnoamountthatissubjecttoSection409Ashallbepaidpriortotheearliestdateonwhichit may be paid without violating Section 409A.

(ii)

Elections.Anyelections withrespecttothedeferralofsuch

compensationorthetimeandformofdistributionofsuchdeferredcompensationshallcomply with the requirements of Section 409A(a)(4) of the Code.

(iii)

Distributions on Account of Separation from Service. NotwithstandinganythinginthisAgreementtothecontrary,anycompensationorbenefits payable under this Agreement that is designated under this Agreement as payable upon

Executive’sterminationofemploymentshallbepayableonlyuponExecutive’s“separationfrom service” with Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits described in Section 4 shall not be paid, or, in the case of installments, shall not commence payment, until the thirtieth (30th) day following Executive’s Separation from Service (the “First Payment Date”). Any installment

paymentsthatwouldhavebeenmadetoExecutiveduringthethirty(30)dayperiodimmediately following Executive’s Separation from Service but for the preceding sentence shall be paid to

ExecutiveontheFirstPaymentDateandtheremainingpaymentsshallbemadeasprovidedin this Agreement.

For purposes of this Section 9, the terms in quotations shall have the same meanings as those termshaveforpurposesofSection409A,andthelimitationssetforthhereinshallbeappliedin such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A that are applicable to the deferred compensation.

(b)

TreatmentofEachInstallment asaSeparate Payment.Forpurposesof

applyingtheprovisionsofSection409AtothisAgreement,eachseparatelyidentifiedamountto which Executive is entitled under this Agreement shall be treated as a separate payment. In

addition,totheextentpermissibleunderSection409A,anyseriesofinstallmentpaymentsunder this Agreement shall be treated as a right to a series of separate payments.

(c)

TaxableReimbursementsandIn-KindBenefits.

(i)

AnyreimbursementsbyCompanytoExecutiveofanyeligible expenses under this Agreement that are not excludable from Executive’s income for federal

incometaxpurposes(the“TaxableReimbursements”)shallbemadebynolaterthanthelastday of Executive’s taxable year immediately following the year in which the expense was incurred.

(ii)

TheamountofanyTaxableReimbursements,andthevalueofany in-kind benefits to be provided to Executive, during any taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other

taxableyearofExecutive.

(iii)

TherighttoTaxableReimbursement,orin-kindbenefits,shallnot be subject to liquidation or exchange for another benefit.

(d)

TaxGross-Ups.PaymentofanytaxreimbursementsunderthisAgreement must be made by no later than the end of Executive’s taxable year immediately following

Executive’staxableyearinwhichExecutiveremitstherelatedtaxes.

(e)

Amendments Resulting from Section 409A. If Executive or Company believes,atanytime,thatanysuchbenefitorright thatissubjecttoSection409Adoesnotso comply, the concerned Party shall promptly advise the other and both Parties shall negotiate

reasonablyandingoodfaithtoamendthetermsofsuchbenefitsandrightssuchthat they

complywithSection409A(withthemostlimitedpossibleeconomiceffectonExecutiveandon Company).

(f)

SpecifiedEmployee.NotwithstandinganythinginthisAgreementtothe contrary, if Executive is deemed by Company at the time of Executive’s “separation from

service” to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this AgreementisrequiredinordertoavoidaprohibiteddistributionunderSection409A,such

portionofExecutive’sbenefitsshallnotbeprovidedtoExecutivepriortotheearlierof(A)the expiration of the six-month period measured from the date of Executive’s “separation from

service” with Company or (B) the date of Executive’s death. Upon the first business day followingtheexpirationoftheapplicableSection409Aperiod,allpaymentsdeferredpursuantto the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or

beneficiaries),andanyremainingpaymentsduetoExecutiveunderthisAgreementshallbepaid as otherwise provided herein.

10.

Miscellaneous.

(a)

Notices.Allnoticesrequiredorpermittedtobegivenhereundershallbein writing and shall be deemed given when delivered in person, by facsimile transmission, or

overnightcourierservice,orthree(3)businessdaysafterbeingdepositedintheUnitedStates mail, postage prepaid, registered or certified mail, addressed as follows:

Ifto Company:

StandardAero,Inc.,

Attn:GeneralCounsel

6710N.ScottsdaleRd.Suite250

Scottsdale,AZ85253

IftoExecutive:atthelastaddressthatCompanyhasinitspersonnelrecordsfor Executive.

EitherPartymayaltertheaddresstowhichnoticesorcommunicationsaretobesentbygiving noticeofsuchchangeofaddressinconformitywiththeprovisionsofthis Section10(a)forthe giving of notice.

(b)

Waiver.NeitheranyfailurenoranydelayonthepartofeitherPartyhereto to exercise any right, remedy, power, or privilege under thisAgreement shall operate asawaiver thereof,norshallanysingleorpartialexercise of anyright,remedy,power,orprivilegepreclude any other or further exercise of the same or of any other right, remedy, power, or privilege, nor

shallanywaiverofanyright,remedy,power,orprivilegewithrespecttoanyoccurrencebe construed as a waiver of such right, remedy, power, or privilege with respect to any other

occurrence.

(c)

GoverningLaw andVenue.ThisAgreementshallbegovernedby,and

construedandenforcedinaccordancewith,thelawsoftheStateofArizonawithoutregardtothe conflicts of laws principles of such state. Except as provided in Section 8of this Agreement, the Parties agree that any claim, action, complaint, lawsuit, or other dispute arising between the

Parties related to the terms of this Agreement shall be brought and heard in the federal or state courtslocatedinMaricopaCounty,Arizona,andCompanyandExecutiveexpresslyconsentto the exercise of personal jurisdiction over it and him by the Arizona courts.

(d)

BindingNatureofAgreement.ThisAgreementshallbebindinguponand inure to the benefit of the Parties hereto and their respective heirs, personal representatives,

successors,assigns,attorneys,agents,officers,subsidiaries,andaffiliates,exceptthatExecutive may not assign or transfer his rights or obligations under this Agreement without the prior

writtenconsentofCompany.

(e)

ProvisionsSeverable.TheprovisionsofthisAgreementareindependent of and severable from each other, and no provision shall be affected or rendered invalid or

unenforceablebyvirtueofthefactthatforanyreasonanyotherorothersofthemmaybeinvalid or unenforceable in whole or in part.

(f)

EntireAgreement.Exceptasisexpresslyprovidedherein,thisAgreement (and any other agreements specifically referenced herein) contains the entire understanding

betweenthePartiesheretowithrespecttotheemploymentofExecutivebyCompany, and

supersedesallpriorandcontemporaneousagreementsandunderstandings,inducements,and conditions,expressorimplied,oralorwritten,withrespecttosaidemployment.Theexpress terms hereof control and supersede any course of performance and/or usage of the trade

inconsistentwithanyofthetermshereof.ThisAgreementmaynotbemodifiedoramended other than by an agreement in writing signed by both Parties.

(g)

SectionHeadings.ThesectionheadingsinthisAgreementarefor

convenienceonly;they formno partofthisAgreementand shallnot affectitsinterpretation.

(h)

Construction.ThePartiesheretoacknowledgeandagreethateachParty has participated in the drafting of this Agreement and has had the opportunity to have this

documentreviewedbytherespectivelegalcounselforthePartiesheretoandthatthenormalrule

ofconstructiontotheeffectthatanyambiguitiesaretoberesolvedagainstthedraftingparty

shallnotbeappliedtotheinterpretationofthisAgreement.Noinferenceinfavorof,oragainst, any Party shall be drawn from the fact that one Party has drafted any portion hereof.

(i)

ConsultationwithAttorney.Executiveacknowledgesthathewasadvised by Company to consult with an attorney of his choosing prior to executing this Agreement and

thathehadanopportunitytoconsultwithanattorneyofhischoosingpriortoexecutingthis Agreement.

(j)

Execution in Counterparts. This Agreement may be executed in any numberofcounterparts,eachofwhichshallbedeemedtobeanoriginalasagainstanyParty whosesignature appears thereon, and all of which shall together constitute oneand the same instrument. This Agreement shall become binding when one or more counterparts hereof,

individuallyortakentogether,shall bearthesignaturesofthePartiesreflectedhereonasthe

signatories.OriginalsignaturestransmittedviaAdobeAcrobat.pdffileformatshallbesufficient and binding and be deemed originals.

(k)

SuccessorsandAssigns.ThisAgreementshallbebindingontheParties’ respective successors, heirs, and assigns. Company agrees that, in connection with any

transactioninvolvingachangeincontrolofCompany,Companywillrequireasaconditionto that transaction that any purchaser or acquiror of Company acknowledge and agree to its

obligationtoassumethisAgreementinitscapacityasasuccessortoCompany.Companymay assign its rights and obligations under this Agreement to any subsidiary of Company, and

paymentshereundermaybemadebyanysubsidiaryofCompany.

(l)

Attorneys’FeesandCosts.Uponpresentationof appropriate

documentation,CompanyshallpayorreimburseExecutiveforhisreasonablelegalfeesincurred withthenegotiationanddraftingofthisAgreement,uptoamaximumof$50,000,whichwillbe paid within 30 daysfollowing thedate ofthisAgreement. In the event of any claim, controversy or dispute arising out of or relating to this Agreement, or the breach hereof, Executive shall be entitled to recover his reasonable attorneys’ fees and costs in connection with any court or

arbitrationproceedingif Executivesubstantiallyprevailsonanymaterialeconomicissuein

connectiontherewith;providedthatexpensesincurredasaresultofafrivolousclaimshallnotbe reimbursed hereunder.

(m)

Survival. The provisions in this Agreement that contemplate obligations onExecutive’spartafterhisemploymentwithCompanyends,forwhateverreason,shallsurvive the cessation of Executive’s employment.

[SignaturePageFollows]

INWITNESSWHEREOF,thepartiesheretohaveexecutedthisAgreementasofthe date first above written.

COMPANY

StandardAero,Inc.

By:/s/ Michael L. Kaplan Name: Michael L. Kaplan

Title:ChiefLegalOfficer

EXECUTIVE

By:/s/ Paul McElhinney Paul McElhinney

[SignaturePagetoEmploymentAgreement]

EXHIBITA

ReleaseAgreement

This Release Agreement (“Agreement”) is made by and between Paul McElhinney (“Executive”) and StandardAero,Inc. (together withanysuccessor(s) theretoandanysubsidiarythat employsExecutive (as applicable), the “Company”) (collectively, referred to as the “Parties” or individually referred to as a “Party”).CapitalizedtermsusedbutnotdefinedinthisAgreementshallhavethemeaningssetforthinthe Employment Agreement (as defined below).

WHEREAS, the Parties have previously entered into that certain Executive Employment Agreement, effectiveas ofJune 1,2026(asamendedand/orrestated, the “Employment Agreement”); and

WHEREAS, in connection with Executive’s termination of employment with the Company or a subsidiary or affiliate of the Company effective , 20, the Parties wish to resolve any and all disputes,claims,complaints,grievances,charges,actions,petitions,anddemandsthatExecutivemayhave againsttheCompanyandanyoftheReleasees(asdefinedbelow),including,butnotlimitedto,anyandall claimsarisingoutoforinanywayrelatedtoExecutive’semploymentwithorseparationfromtheCompany oritssubsidiariesoraffiliatesbut,fortheavoidanceofdoubt,nothinghereinwillbedeemedtoreleaseany rightsorremediesinconnectionwiththisAgreement,Executive’sownershipofvestedequitysecuritiesof the Company or one of itsaffiliates, Executive’s vestedrightstoacquireequitysecurities ofthe Company oranyofitsaffiliates,Executive’srighttovestedbenefitsunderanyemployeebenefitplanoftheCompany or one of its affiliates, or Executive’s right to indemnification by the Company or any of its affiliates pursuant to contract or applicable law or coverage under any directors’ and officers’ liability insurance policy (collectively, the “Retained Claims”).

NOW,THEREFORE,inconsiderationoftheseverancepaymentsandbenefitsdescribedinSection 5[]1oftheEmploymentAgreement,which,pursuanttotheEmploymentAgreement,areconditionedon Executive’s execution andnon-revocation of this Agreement, and in considerationof themutual promises made herein, the Company and Executive hereby agree as follows:

Severance Payments and Benefits; Salary and Benefits.The Company agrees to provide Executive with the severance payments and benefits described in Section 5[] of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement.In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive the Accrued Benefits, subject to and in accordance with the terms thereof.

Release of Claims.Executive agreesthat, otherthan withrespect to the RetainedClaims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries and affiliates (including, without limitation, The Carlyle Group and their respective affiliated entities),and any of its ortheir respective current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns, each in their capacity as such, (collectively, the “Releasees”).Executive, on Executive’s own behalf and on behalf of any of Executive’s controlled affiliated companies or entities and any of their controlled respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any

1NTD:Sectionreferencestobeupdatedbasedonthetypeoftermination.

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claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releaseesarisingfromanyomissions,acts,facts,ordamagesthathaveoccurredupuntilandincludingthe date Executive signs this Agreement, including, without limitation:

(a)

any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and the termination of that relationship;

(b)

anyandallclaimsrelatingto,orarisingfrom,Executive’srighttopurchase,or

actualpurchaseofanyequityinterestsoftheCompanyoranyofitsaffiliates;

(c)

any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state law, and securities fraud under any state or federal law;

(d)

anyandallclaimsforwrongfuldischargeofemployment;terminationinviolation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breachofcovenantofgoodfaithandfairdealing,bothexpressandimplied;promissoryestoppel;negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

(e)

any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the RehabilitationActof1973;theAmericanswithDisabilitiesActof1990;theEqualPayAct;theFairLabor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the OlderWorkersBenefitProtectionAct;theEmployeeRetirementIncomeSecurityActof1974;theWorker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; the Arizona Employment Protection Act (AEPA); the Arizona Civil Rights Act (ACRA); the Arizona Payment of Wages Law; the Arizona Equal Wages Law; the Arizona Occupational Safety and HealthLaw;theArizonaJuryDutyLeaveLaw;theArizonaRight-to-WorkLaw;theArizonaDrugTesting of Employees Law; and the Arizona Medical Marijuana Act2;

(f)

anyandallclaimsforviolationofthefederaloranystateconstitution;

(g)

any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

(h)

any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatmentof any ofthe proceeds received by Executiveas aresult of this Agreement; and

(i)

anyandallclaimsforattorneys’feesandcosts.

Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.This release does not release claims that cannot be releasedasamatteroflaw,including,butnotlimitedto,Executive’srighttofileachargewithorparticipate inachargebytheEqualEmploymentOpportunityCommission,oranyotherlocal,state,orfederal

2Subjecttochangebasedonworklocationatthetimeoftermination.

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administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable statelaw,claimstocontinuedparticipationincertainoftheCompany’sgroupbenefitplanspursuanttothe terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law and any Retained Claims.This release further does not release claims for breach of the Employment Agreement with respect to payment of the Accrued Benefits.

Acknowledgment of Waiver of Claims under ADEA.Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary.Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Agreement.Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled.Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has [21/45] days within which to consider this Agreement; (c) Executive has 7 days following Executive’s execution of this Agreement to revoke this Agreement pursuant to written notice to the General Counsel of the Company Group; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specificallyauthorized by federal law.In the event Executive signs this Agreement andreturns ittotheCompanyinlessthanthe[21/45]dayperiodidentifiedabove,Executiveherebyacknowledgesthat Executive has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.

Severability.Intheeventthatanyprovisionoranyportionofanyprovisionhereoforany surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitratortobeillegal,unenforceable,orvoid,thisAgreementshallcontinueinfullforceandeffectwithout said provision or portion of provision.

No Oral Modification.This Agreement may only be amended in a writing signed by Executive and a duly authorized officer of the Company.

Dispute Resolution; Notice; Governing Law; Counterparts.This Agreement shall be subject to the provisions of Sections 8, 10(a), 10(c) and 10(j) of the Employment Agreement, which are hereby incorporated by reference herein, mutatis mutandis.

Effective Date.Executive has seven days after Executive has signed this Agreement to revokeitandthisAgreementwillbecomeeffectiveontheeighthdayafterExecutivesignedthisAgreement, so long as it has been signed by the Parties and has not been revoked by Executive before that date.

Protected Disclosures.Nothing in this Agreement, the Employment Agreement, or any other agreement between Executive and the Company or any of its subsidiaries in effect as of the date Executive receives this Agreement (together, the “Subject Documents”) shall prevent Executive from (a) communicating directly with, cooperating with, or providing information to, orreceivingfinancialawards from, any federal, state or local government agency, including without limitation the U.S. Securities and

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ExchangeCommission,theU.S.CommodityFuturesTradingCommission,theU.S.DepartmentofJustice, theU.S.EqualEmploymentOpportunityCommission,ortheU.S.NationalLaborRelationsBoard,without notifying or seeking permission from the Company, provided, however, to the fullest extent provided by law,ExecutiveacknowledgesandagreesthatExecutiveiswaivinganyrighttorecovermonetarydamages and other relief in connection therewith (but not the right to recover a whistleblower award, which Executiveretains),(b)exercisinganyrightsExecutivemayhaveunderSection7oftheU.S.NationalLabor Relations Act, such as the right to engage in concerted activity, including collective action or discussion concerningwagesorworkingconditions,or(c)discussingordisclosinginformationaboutunlawfulactsin theworkplace,suchasharassmentordiscriminationbasedonaprotectedcharacteristicoranyotherconduct that Executive has reason to believe is unlawful. In addition, Executive acknowledges receipt of the following notice of immunity rights under the U.S. Defend Trade Secrets Act, which states: “(1) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosureofatradesecretthat(A)ismade(i)inconfidencetoafederal,state,orlocalgovernmentofficial, eitherdirectly orindirectly,ortoanattorney;and(ii) solelyforthe purpose of reportingorinvestigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding,ifsuchfilingismadeunderseal;and(2)anindividualwhofilesalawsuitforretaliationbyan employer for reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal, and (B) does not disclose a trade secret, except pursuant to court order.”

Voluntary Execution of Agreement.Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Companyoranythirdparty,withthefullintentofreleasingallofExecutive’sclaimsagainsttheCompany and anyofthe other Releasees,except as otherwise providedinthis Agreement.Executiveacknowledges that: (a) Executive has read this Agreement; (b) Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement; (c) Executive has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Executive’sownchoiceorhaselectednottoretainlegal counsel;(d)Executiveunderstandsthetermsand consequencesofthisAgreementandofthereleasesitcontains;and(e)Executiveisfullyawareofthelegal and binding effect of this Agreement.

10.

Prior Claims.Other than for the matters set forth on Annex A, the Board and executive officers of the Company (excluding Executive) are unaware of any claims by the Company against Executive.

[SignaturePageFollows]

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INWITNESSWHEREOF,thePartieshaveexecutedthisAgreementontherespectivedatessetforth below.

EXECUTIVE

Dated:

PaulMcElhinney

COMPANY

StandardAero,Inc.

Dated:By:Name:

Title:

FILING DETAILS