TRANSITION AGREEMENT
This Transition Agreement (“Agreement”), dated as of June 1, 2026 (the “Effective Date”), is made and entered into by and between Russell W. Ford (“Executive”) and StandardAero, Inc. (“Company”). Executive and Company are individually referred to herein each as a “Party,” and are collectively referred to herein as the “Parties.”
RECITALS
WHEREAS, Company has employed Executive as Chief Executive Officer;
WHEREAS, Executive has received certain equity-based awards which are set forth on Exhibit A hereto (the “Equity Award Table” and such awards, collectively, the “LTIP Awards”), which, in each case, were granted under, and subject to, the Dynasty Parent Holdings, L.P. and Dynasty Parent Co., Inc. 2019 Long-Term Incentive Plan or the StandardAero, Inc. 2024 Incentive Award Plan (as amended and/or restated, the “2024 Plan”) and an award agreement thereunder (together, the “Equity Agreements”);
WHEREAS, Executive has entered into (i) an Amended and Restated Executive Employment Agreement, dated as of April 4, 2019, with StandardAero Aviation Holdings, Inc. (as amended and/or restated, the “Employment Agreement”) and (ii) a Restrictive Covenants Agreement, dated July 1, 2019, with Dynasty Parent Holdings, L.P. (the “Restrictive Covenants Agreement”);
WHEREAS, Executive and Company mutually desire that Executive’s employment with Company shall terminate effective as of the Separation Date (defined below); and
WHEREAS, Executive and Company, in order to settle, compromise, and fully and finally release any and all claims and potential claims against Company and the Released Parties (as defined herein) arising out of Executive’s employment and the cessation thereof, have agreed to resolve these matters on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the covenants and understandings contained herein, the Parties agree as follows.
1. Transition of Roles.
(a) CEO Transition. Effective as of October 1, 2026 (the “CEO Transition Date”), Executive shall cease to serve as Company’s Chief Executive Officer and such other officer positions with the Company and its affiliates as the Company’s Board of Directors (the “Board”) may request, and hereby resigns from each such position, effective as of the CEO Transition Date.
(b) Resignation from Employment. Executive’s employment with Company and its affiliates shall terminate, and Executive will cease to be employed by Company and its