Corporate Governance

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines requiring that each of our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and President & Chief Commercial Officer own Company stock having a value equal to at least ten times his or her annual base salary. These threshold amounts include shares owned outright, vested stock-based equity awards, time-based restricted stock and time-based restricted stock units, whether or not vested, and any stock-based equity that the executive has elected to defer. New executives will have five years to satisfy these guidelines.

In addition, each covered executive is required to hold at least 50% of the net shares (after satisfaction of any exercise price or tax withholding obligations) delivered to him or her pursuant to Company equity awards granted since January 1, 2007, while he or she remains employed by the Company (or until age 65, if earlier). Sales of Company shares are conducted orderly with a view to avoiding undue impact on the AER share price and in compliance with laws and regulations. The executive consults with the Chairman before executing any sale of the Company’s shares.

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