ex10w3-060608.htm


     

    EXHIBIT
10.3

    
 

    Form of Employee Performance Cash Award
Letter under the Brisotw Group Inc. 2007 Long Term Incentive Plan

    
 

    ____,
20__

    


    [Name]

    


    Dear
______:

    


    Bristow
Group Inc. (the “Company”) hereby awards to
you effective as of the date hereof  (“Award Date”) a Performance Cash Award which
represents the opportunity for you to receive up to $_________, which is 200%
of your target award of $_____________,
upon
the Company’s achievement of a performance goal over a
specified performance period. This award is made in accordance with the
Bristow Group Inc. 2007 Long Term Incentive Plan (the “Plan”). 

    


    Your Performance
Cash Award is more fully described in the
attached Appendix A, Terms and Conditions of Employee Performance Cash
Award (which Appendix A, together with this letter, is the “Award Letter”). Any capitalized term used and not
defined in the Award Letter has the meaning set forth in the Plan. In the event
there is an inconsistency between the terms of the Plan and the Award Letter,
the terms of the Plan control.

    


    The amount of
cash you may earn will be determined based upon the Company’s achievement of a
performance goal during the
three year period following the Award
Date as described in Appendix
A.  

    


    Your Performance
Cash Award is subject to the terms and
conditions set forth in the enclosed Plan, the Prospectus for the
Plan, this
Award Letter and any rules and
regulations adopted by the Compensation Committee of the Company’s Board of Directors in
accordance with the terms of the Plan. Note that in most circumstances, the amount to be paid to you pursuant to your Performance Cash Award
will be taxable
compensation income to you when paid. You should closely review Appendix A
and the Plan Prospectus for important details about the tax treatment of your
Performance Cash
Award.

    


    This Award Letter, the Plan, and any other attachments should be retained in your
files for future reference.

    


    Congratulations
on your award.

    


    Very
truly yours,

    


    


    


    Perry L.
Elders

    Executive
Vice President and Chief Financial Officer

    Enclosures


    
      
        
           

        

         


      

      
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    Appendix
A

    


    Terms
and Conditions of

    Employee
Performance Cash Award

    [date]

    


    


    


    


    


    The
Performance Cash Award by Bristow
Group Inc. (the “Company”) made to you effective as of the Award Date provides for the opportunity for you
to receive, if certain conditions are met, a cash payment (“Performance Cash”),
subject to the terms and conditions set forth in the Bristow
Group Inc. 2007 Long Term Incentive Plan (the “Plan”), the enclosed
Prospectus for the Plan, any rules and regulations adopted by the Compensation
Committee of the Company’s Board of
Directors (the “Committee”), and this Award
Letter.  Any capitalized term used
and not defined in the Award Letter has the meaning set forth in the Plan. In
the event there is an inconsistency between the terms of the Plan and the Award
Letter, the terms of the Plan control.

     

    


     

    1. Determination
of Earned Cash

     

    (a) Earned Cash.  The exact amount
of the Performance
Cash that will actually be earned by and awarded to you (the “Earned Cash”) out of the
total maximum amount of the Performance
Cash Award
will be based upon the level of achievement by the Company of the performance
standard described below over the three-year period commencing April 1, 200__
and ending March 31, 20__ (the “Performance Cycle”).  The
determination by the Committee with respect to the achievement of such
performance standards will be made in the
first quarter of 200___ after all necessary
Company and peer information is available.  The specific date on which
such determination is formally made and approved by the Committee is referred to
as the “Determination Date.”  After the Determination Date, the
Company will notify you of the amount of Earned Cash, if any, to be actually
awarded to you.  The payment of the Earned Cash will be made no
later than 2 1⁄2 months after the end of the Performance
Cycle.

     

    The
calculation of Earned Cash shall be based on the Company’s Total Shareholder
Return ranking compared to a defined peer group at the end of the Performance
Cycle as determined by the Committee in its sole discretion.  “Total Shareholder Return” is defined for a given company as the change in
share price plus cumulative dividends paid, assuming dividend reinvestment
during the Performance Cycle, over share price at the beginning of the
Performance Cycle of the applicable company.  Earned Cash will be
calculated by multiplying the maximum amount of Performance Cash by the
appropriate percentage set 

     


    
      
        
                                                                          


        

         


      

      
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    forth
below for the percentile rank achieved by the Company. For Total Shareholder
Return performance between the percentile ranks noted below, linear
interpolation will be used to calculate the exact amount of Earned
Cash:

     

    
      
        	
                 Percentile
      Rank

              	 	
                 Percentage

              	 
	
                 75

              	 	
                 100  
          

              	
                 %

              
	
                 67

              	 	
                 83.35 
      

              	
                 %

              
	
                 58

              	 	
                 66.65 
      

              	
                 %

              
	
                 50

              	 	
                50.0 
       

              	
                 %

              
	 42	 	
                41.65 

              	 % 
	 33	 	
                33.35 

              	
                 % 

              
	 25	 	
                12.5   
      

              	
                 %

              
	 Below
      25th	 	
                 Zero  

              	
                 %

              


      

       

    

    The
Company’s defined “Peer Group” shall consist of the Company and the
following:

     

    
      	
              ·  

            	
              Air
      Methods Corporation,

            


    

    
      	
              ·  

            	
              CHC
      Helicopter Corporation,

            


    

    
      	
              ·  

            	
              Complete
      Production Services,

            


    

    
      	
              ·  

            	
              Core
      Laboratories NV,

            


    

    
      	
              ·  

            	
              Dril-Quip,
      Inc.,

            


    

    
      	
              ·  

            	
              GulfMark
      Offshore, Inc.,

            


    

    
      	
              ·  

            	
              Helix
      Energy Solutions Group Inc.,

            


    

    
      	
              ·  

            	
              Hercules
      Offshore Inc.,

            


    

    
      	
              ·  

            	
              Hornbeck
      Offshore Services, Inc.,

            


    

    
      	
              ·  

            	
              NATCO
      Group Inc.,

            


    

    
      	
              ·  

            	
              Oceaneering
      International, Inc.,

            


    

    
      	
              ·  

            	
              Oil
      States International, Inc.,

            


    

    
      	
              ·  

            	
              PHI,
      Inc.,

            


    

    
      	
              ·  

            	
              Pride
      International, Inc.,

            


    

    
      	
              ·  

            	
              Rowan
      Companies, Inc.,

            


    

    
      	
              ·  

            	
              SEACOR
      Holdings Inc.,

            


    

    
      	
              ·  

            	
              Superior
      Energy Services, Inc.,

            


    

    
      	
              ·  

            	
              Tidewater
      Inc. and

            


    

     

    For
calculation of Total Shareholder Return, the peer group will include those of
the above companies still in existence on the Determination Date adjusted as
determined by the Committee to account for mergers and acquisitions involving
members of the peer group.

     

    (b) Committee Determinations. In accordance with the provisions of the
Plan, the Committee shall have the exclusive authority to make all
determinations hereunder, including but not limited to the ranking of the
Company and its Peer Group. Without limiting the foregoing, the Committee shall
have absolute discretion to determine the amount of Earned Cash to which you are
entitled, if any, including without limitation such adjustments as may be
necessary in the opinion of the Committee to account for changes since the date
of the Award Letter. Notwithstanding the foregoing, the Committee shall be
precluded from increasing the amount that would otherwise be obtainable upon the
achievement of the performance goals described in Section 1(a) above to the
extent prescribed by Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”), and the applicable regulations, rulings, and notices
thereunder. The Committee’s determination shall be final, conclusive and binding
upon you.  

     

    


    
      
        
        

      

      
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    2. Termination
of Employment

     

    (a) Termination of Employment in
General.  Except as provided in this Section 2 and Section 3 of
this Appendix, if your employment terminates prior to the Determination Date,
your Performance Cash Award shall be immediately forfeited, and you will not be
entitled to receive any Earned Cash.  

     

    (b) Termination of Employment due to
Death or Disability.  If your employment terminates by reason
of your death or Disability prior to the Determination Date, you will be
entitled to receive Earned Cash in an amount equal to 50% of the maximum amount
of your Performance Cash Award, and your Earned Cash will be paid to you no
later than 2 1⁄2 months after the end of the taxable year in which your employment
terminates.  For purposes of this Appendix, Disability shall have the
meaning given that term by the group disability insurance, if any, maintained by
the Company for its employees or otherwise shall mean your complete inability,
with or without a reasonable accommodation, to perform your duties with the
Company on a full-time basis as a result of physical or mental illness or
personal injury you have incurred for more than 12 weeks in any 52 week period,
whether consecutive or not, as determined by an independent physician selected
with your approval and the approval of the Company.

     

    (c) Termination of Employment due to
Retirement.  If your employment terminates prior to the
Determination Date by reason of your retirement under a retirement program of
the Company or one of its Subsidiaries approved by the Committee after you have
both attained age 62 and completed five continuous years of service (as
determined by the Committee), your Performance Cash Award will no longer be
subject to forfeiture for termination of employment prior to the Determination
Date, and you may still become entitled to Earned Cash in accordance with
Section 1 above if, and only to the extent that, the Company achieves the
performance standard described in Section 1 above; provided, however, that the
amount of Earned Cash otherwise payable to you under Section 1 shall be prorated
by the ratio of the number of your months of continuous service from the
beginning of the Performance Cycle to the date of retirement divided by thirty
six.  The payment of your Earned Cash will be made no later than 2 1⁄2
months after the end of the Performance Cycle.

     

    (d) Committee
Determinations.  The Committee shall have absolute discretion
to determine the date and circumstances of the termination of your employment,
and its determination shall be final, conclusive and binding upon
you.

     

    3. Change
in Control

     

    If you
are employed by the Company on the date of a Change in Control of the Company, you will be entitled
to receive Earned Cash in an amount equal to 50% of the maximum amount of your
Performance Cash Award, and your Earned Cash will be paid to you no later than 2
1⁄2 months after the end of the taxable year in which the Change in Control
occurs.  A Change in Control of the Company shall be deemed to have
occurred as of the first day any one or more of the following conditions shall
have been satisfied:

     

    (a) The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of Shares representing
35% or more of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that
for purposes of this clause (a), the following acquisitions shall not constitute
a Change in Control: (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation or
other entity controlled by the Company, or (iv) any acquisition by any
corporation or other entity pursuant to a transaction which complies with
subclauses (i), (ii) and (iii) of clause (c)
below; or

     

    (b)
Individuals who, as of the Effective Date of the Plan, are members of the Board
of Directors of the Company (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board of Directors of the Company;
provided, however, that for purposes of this clause (b), any individual becoming
a director subsequent to the date hereof whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board, shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors of the Company; or

     

    
      
        
        

      

      
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    (c)
Consummation of a reorganization, merger, conversion or consolidation or sale or
other disposition of all or substantially all of the assets of the Company (a
“Business Combination”), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the then outstanding combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors of the corporation or other entity resulting from such
Business Combination (including, without limitation, a corporation or other
entity which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Voting Securities, (ii) no Person (excluding any corporation or other entity
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation or other entity resulting from
such Business Combination) beneficially owns, directly or indirectly, 35% or
more of the combined voting power of the then outstanding voting securities of
the corporation or other entity resulting from such Business Combination except
to the extent that such ownership existed prior to the Business Combination and
(iii) at least a majority of the members of the board of directors of the
corporation or other entity resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board of Directors of the Company, providing
for such Business Combination; or

     

    (d)
Approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company other than in connection with the transfer of all or
substantially all of the assets of the Company to an affiliate or a Subsidiary
of the Company.

     

    4. Tax Consequences and Income Tax
Withholding

     

    (a) You
should review the Plan Prospectus for a
general summary of the U.S. federal income tax consequences of your receipt of
this Performance Cash Award based on currently applicable provisions of the Code
and related regulations.  The summary does not discuss state and local
tax laws or the laws of any other jurisdiction, which may differ from U.S.
federal tax law. Neither the Company nor the Committee guarantees the tax
consequences of your Performance Cash
Award.  You
are advised to consult your own tax advisor regarding the application of
the tax laws to your particular situation.

     

    (b) The Performance Cash Award under this Award Letter is
subject to the satisfaction of any applicable U.S. federal, state or local
withholding tax liability arising in connection with the award.  The
Company will withhold the necessary amount from your Earned Cash upon making
payment to you as required by law.  You may not elect for such
withholding to be greater than the minimum statutory
withholding tax liability arising from the Performance Cash Award. 

     

    (c) In
addition, you must make arrangements satisfactory to the Committee to satisfy
any applicable withholding tax liability imposed under the laws of any other
jurisdiction arising from the Performance Cash Award hereunder.

     

    5. Effect on
Other Benefits

     

    Income
recognized by you as a result of this Performance
Cash Award, and the entitlement to and payment of your
Earned Cash, will not be included in the
formula for calculating benefits under any of the Company’s retirement and
disability plans or any other benefit plans.

     

    6. Compliance With Laws

     

    This Award Letter and your
Performance
Cash Award shall be subject to all
applicable federal and state laws. The Plan and
this Award Letter shall be interpreted, construed and constructed in accordance
with the laws of the State of Delaware without regard to its conflicts of law
provisions, except as may be superseded by applicable laws of the United
States.

     

    
      
        
        

      

      
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    7. Miscellaneous

     

    (a) Not an Agreement for Continued
Employment or Services.  This
Award Letter and your Performance Cash
Award will not, and no provision of this
Award Letter will be construed or interpreted to, create any right to be
employed by or to provide services to or to continue your employment with or to
continue providing services to the Company or the Company’s affiliates,
or to the Parent or Subsidiaries or their
affiliates.  

     

    (b) Community Property.  Each spouse individually is bound by, and
such spouse’s interest, if any, in this Performance Cash Award is subject to the
terms of this Award Letter.  Nothing in this Award Letter shall create
a community property interest where none otherwise exists.

     

    (c) Amendment for Code Section
409A.  This Performance Cash Award is intended to be exempt from Code Section
409A.  If the Committee determines that this Performance Cash
Award may be subject to Code Section 409A, the Committee may, in its sole
discretion, amend the terms and conditions of this Award Letter to the extent
necessary to comply with Code Section 409A
or otherwise to exempt the Performance Cash Award from Code Section
409A.  Notwithstanding the foregoing, the Company shall not be
required to assume any economic burden in connection therewith.  

     

    If you
have any questions regarding your Performance
Cash Award or would like to obtain
additional information about the Plan or the Committee, please contact the
Company’s General Counsel, Bristow Group Inc., 2000 W. Sam Houston Parkway
South, Suite 1700, Houston, Texas 77042 (telephone (713) 267 -
7600).   Your Award Letter, the
Plan and all attachments should be retained in your files for future
reference.

     


    
      
        
                                                                            


        

         


      

      
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