ex10w1-060608.htm


    EXHIBIT
10.1

    
 

    Form of Employee
Non-qualified  Stock Option Award Letter under the Bristow Group Inc.
2007 Long Term Incentive Plan

    


    [Name]

    [Location]

    


    


    Dear
[name]:

    


    Effective
as of [grant date] (the
“Award Date”), Bristow Group Inc. (the “Company”) hereby grants to you a
nonqualified stock option (“Option”) to
purchase [number of
shares] Shares of common stock of the Company, $.01 par value
(“Common Stock”), in accordance with the Bristow Group Inc. 2007 Long Term
Incentive Plan (the “Plan”).

    


    Your Option is more
fully described in the attached
Appendix A, Terms and Conditions of Employee Nonqualified Stock Option 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 price
at which you may purchase the Shares of Common Stock covered by the Option is
[exercise price] per
Share (“Exercise Price”) which is the Fair Market
Value of a Share of Common Stock on the Award Date.  Unless
otherwise provided in the attached Appendix A, your Option will expire on [Date] (“Expiration Date”),
and will become vested and exercisable in
installments (the “Number of Shares Exercisable”) as follows, provided that you have been continuously employed
by the
Company from the Award Date
through the respective “Vesting
Date”:

    


    
      	
              Vesting Date

            	
              Number
      of Shares Exercisable

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    Note that in most circumstances, on the date(s) you exercise your
Option, the difference between the exercise price and the
Fair Market Value of the stock on the date of exercise multiplied by the number of Shares you purchase,
will be taxable income to you. You should
closely review Appendix A and the Plan
Prospectus for important details about the tax treatment of your Option.
This Option is subject to the terms
and conditions set forth in the enclosed Plan, this Award Letter, the Prospectus for the
Plan, and any rules and regulations adopted by the Compensation Committee of the
Company’s Board of Directors.

    


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

    


    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
      Nonqualified Stock Option Award

            


    

    
      	
               
      

            	
              [Date]

            


    

    


    


    The
Option granted to you by Bristow Group Inc. (the “Company”) to purchase Shares of common stock of the Company, $.01 par
value (“Common Stock”), is 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. Exercise
Price

     

    You may
purchase the Shares of Common Stock covered by the Option for the Exercise
Price stated in
this Award Letter.  The Exercise Price of the Option may not be reduced,
except as otherwise provided in Section 5.5 of the Plan and provided further
that any such reduction does not cause the Option to become subject to Code
Section 409A.

     

    2. Term
of Option

     

    Your
Option expires on the Expiration Date.  However, your Option may
terminate prior to the Expiration Date as provided in Section 6 of this Appendix upon the occurrence of
one of the events described in that Section.  Regardless of the provisions
of Section 6 of this Appendix, in no event
can your Option be exercised after the Expiration Date.

     

    3. Vesting and Exercisability of Option

     

    (a) Unless it
becomes exercisable on an earlier date as provided in Sections 6 or 7 of this Appendix, your Option will become
vested and exercisable in installments
with respect to the Number of Shares Exercisable
on the respective Vesting Date as set forth in this Award Letter.

     

    (b) The
number of Shares covered by each
installment will be in addition to the number of Shares which previously became
exercisable.

     

    (c) To the
extent your Option has become vested and
exercisable, you may exercise the Option as to all or any part of the
Shares covered by the vested and
exercisable installments of the Option, at any time on or before the earlier of
(i) the Option Expiration Date or (ii) the date your Option terminates under Section 6
of this Appendix.

     

    (d) You may
exercise the Option only for whole Shares of Common Stock.

     

    4. Exercise
of Option

     

    Subject
to the limitations set forth in this Award
Letter and in the Plan, your Option may be exercised by written or
electronic notice provided to the Company as set forth below.  Such
notice shall (a) state the number of Shares
of Common Stock with respect to which your Option is being exercised, (b) unless otherwise permitted by the Committee, be
accompanied by a wire transfer, cashier’s check, cash or money order payable to
the Company in the full amount of the Exercise Price for any Shares of Common Stock being acquired plus any
appropriate withholding taxes (as provided in Section 8 of this Appendix), or by other
consideration in the form and manner approved by the Committee pursuant to Sections 5 and 8 of this Appendix, and (c) be
accompanied by such additional documents as the Committee or the Company may
then require.  If any law or regulation requires the Company to take
any action with respect to the Shares
specified in such notice, the time for delivery thereof, which would otherwise
be as promptly as possible, shall be postponed for the period of time necessary
to take such action.  You shall have no rights of a stockholder with
respect to Shares of Common Stock subject
to your Option unless and until such time as your Option has been exercised and
ownership of such Shares of Common Stock
has been transferred to you.

     

    As soon
as practicable after receipt of notification of exercise and full payment of the
Exercise Price and appropriate withholding taxes, a certificate representing the
number of Shares purchased under the Option, minus any Shares retained to
satisfy the applicable tax withholding obligations in accordance with Section 8
of this Appendix, will be delivered in street name to your brokerage account
(or, in the event of your death, to a brokerage account in the name of your
beneficiary in accordance with the Plan) or, at the Company’s option, a
certificate for such Shares will be delivered to you (or, in the event of your
death, to your beneficiary in accordance with the Plan).

     

    
      
        
        

      

      
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    5. Satisfaction
of Exercise Price

     

    (a) Payment of Cash or Common
Stock.   Your Option may be exercised by payment in
cash (including cashier’s check, money order or wire transfer payable to the
Company), in Common Stock, in a combination of cash and Common Stock or in such
other manner as the Committee in its discretion may provide.

     

    (b) Payment of Common
Stock.   The Fair Market Value of any Shares of Common Stock tendered or withheld as all or part of the Exercise Price
shall be determined in accordance with the Plan on
the date agreed to by the Company in advance as the date of
exercise.  The certificates evidencing previously owned Shares of Common Stock tendered
must be duly endorsed or accompanied by appropriate stock
powers.  Only stock certificates issued solely in your name may be
tendered in exercise of your Option.  Fractional Shares may not be tendered in satisfaction of the
Exercise Price; any portion of the Exercise Price which is in excess of the
aggregate Fair Market Value of the number of whole Shares tendered must be paid in
cash.  If a certificate tendered in exercise of the Option evidences
more Shares than are required pursuant to
the immediately preceding sentence for satisfaction of the portion of the
Exercise Price being paid in Common Stock, an appropriate replacement
certificate will be issued to you for the number of excess Shares.

     

    6. Termination
of Employment

     

    (a) General.  The
following rules apply to your Option in the event of your death, Disability (as
defined below), retirement, or other termination of employment.

     

    
      	
              (1)  

            	
              Termination of
      Employment.  If your employment terminates for any reason
      other than death, Disability or retirement (as those terms are used
      below), your Option will expire as to any
      unvested and not yet exercisable installments of the Option on the date of
      the termination of your employment and no additional installments
      of your Option will become exercisable.  Your Option will be limited to
      only the number of Shares of Common Stock which you were
      entitled to purchase under the Option on the date of the termination of
      your employment and will remain exercisable
      for that number of Shares for the earlier of 90 days following the date of
      your termination of employment or the Expiration
    Date.

            


    

     

    
      	
              (2)  

            	
              Retirement.  If your
      employment terminates by reason of retirement under a retirement program
      of the Company or one of its subsidiaries approved by the committee after you have
      attained age 62 and have completed five continuous years of service
      (as determined by the Committee),
      your Option will become 100% vested and fully exercisable as to all of the
      Shares covered by the Option and will remain exercisable until the Expiration
  Date.

            


    

     

    
      	
              (3)  

            	
              Death or
      Disability.  If your
      employment terminates by reason of Disability, your Option will become
      100% vested and fully exercisable as to all of the Shares covered by the
      Option and will remain exercisable until the
      Expiration Date.  If your employment terminates by reason of
      your death, your Option will become 100% vested and fully exercisable as
      to all of the Shares covered by the Option and will remain exercisable by
      your beneficiary in accordance with the Plan until the Expiration
      Date.  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.

            


    

     

    
      	
              (4)  

            	
              Adjustments by the
      Committee.  The
      Committee may, in its sole discretion, exercised before or after your
      termination of employment, declare all or any portion of your Option
      immediately exercisable and/or make any
      other modification as permitted under the
      Plan.  

            


    

     

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

     

    
      
        
        

      

      
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    7. Change
in Control

     

    Acceleration Upon Change in
Control.  Notwithstanding any contrary provisions of this Award
Letter, upon the occurrence of a Change in Control (as defined below) prior to
your termination of employment, your Option will immediately become 100% vested and fully exercisable as to all Shares covered by
the Option and the Option will
remain exercisable until the Expiration Date.  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

            


    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      
        
        

      

      
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    8. Tax
Consequences and Income Tax
Withholding

     

    (a) You
should review the Bristow Group Inc. 2007
Long Term Incentive Plan Prospectus for a general summary of the federal income
tax consequences of your receipt of this Option 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 Incentive Award herein.  You are advised
to consult your own tax advisor regarding the application of the tax laws to
your particular situation.

     

    (b) The
Option is not intended to be an “incentive stock option,” as defined in Section
422 of the Code.

     

    (c) This Award Letter is subject to your making
arrangements satisfactory to the Committee to satisfy any applicable federal,
state or local withholding tax liability arising from the grant or exercise of
your Option.  You can either make a cash payment to the Company of the
required amount or you can elect to satisfy your withholding obligation by
having the Company retain Shares of Common
Stock having a Fair Market Value on the date tax is determined equal to the
amount of your withholding obligation from the Shares otherwise deliverable to you upon the
exercise of your Option.  You may not elect to have the Company withhold Shares of Common Stock having a value in excess
of the minimum statutory withholding tax liability.  If you fail to
satisfy your withholding obligation in a time and manner satisfactory to the
Committee, the Company shall have the right to withhold the required amount from
your salary or other amounts payable to you prior
to transferring any Shares of Common Stock to you pursuant to this
Option.

     

    (d) 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 your Incentive Award hereunder. You may not elect to
have the Company withhold Shares having a value in excess of the minimum
withholding tax liability under local law. If you fail to satisfy such
withholding obligation in a time and manner satisfactory to the Committee, no
Shares will be issued to you or the Company shall have the right to withhold the
required amount from your salary or other amounts payable to you prior to the
delivery of the Common Stock to you.

     

    9. Restrictions
on Resale

     

    There are
no restrictions imposed by the Plan on the resale of Shares of Common Stock acquired under the
Plan.  However, under the provisions of the Securities Act of 1933
(the “Securities Act”) and the rules and regulations of the Securities and
Exchange Commission (the “SEC”), resales of Shares acquired under the Plan by certain
officers and directors of the Company who may be deemed to be “affiliates” of
the Company must be made pursuant to an appropriate effective registration
statement filed with the SEC, pursuant to the provisions of Rule 144 issued
under the Securities Act, or pursuant to another exemption from registration
provided in the Securities Act.  At the present time, the Company does
not have a currently effective registration statement pursuant to which such
resales may be made by affiliates.  There are no restrictions imposed
by the SEC on the resale of Shares acquired
under the Plan by persons who are not affiliates of the Company; provided, however, that all employees, this Award
Letter and the Option and its exercise hereunder are subject to the Company’s
policies against insider trading (including black-out periods during which no
sales are permitted), and to other restrictions on resale that may be imposed by
the Company from time to time if it determines said restrictions are necessary
or advisable to comply with applicable law.

     

    10. Effect
on Other Benefits

     

    Income
recognized by you as a result of this Award Letter
or the exercise of the Option or sale of
Common Stock 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.

     

    11. Compliance with Laws

     

    This Award Letter and any Common Stock that may be
issued hereunder shall be subject to all applicable federal and state laws and
the rules of the exchange on which Shares of the Company’s Common stock are
traded.  The Plan and this Award
Letter shall be interpreted, construed and constructed in accordance with the
laws of the State of Delaware and without regard to its conflicts of law
provisions, except as may be superseded by applicable laws of the United
States.

     

    
      
        
        

      

      
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    12. Miscellaneous

     

    (a) Not an Agreement for Continued
Employment or Services.  This
Award Letter shall not, and no provision of this Award Letter shall 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, Parent or Subsidiaries or their
affiliates.  

     

    (b) Community Property.  Each spouse individually is bound by, and
such spouse’s interest, if any, in the grant of this Option or in any Shares of
Common Stock 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 Incentive Award is intended to be exempt from Code
Section 409A.  If the Committee determines that this Incentive 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.  

     

    If you
have any questions regarding your Option 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 any other attachments
should be retained in your files for future reference.

     

    


    
      
        
           


        

        
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