ex10w4-060608.htm


     

    EXHIBIT
10.4


    


    BRISTOW
GROUP INC.

    


    FY
2009 Annual Incentive Compensation Plan

    


    Plan
Provisions

    June
5, 2008

    


    PURPOSE

    


    To
provide certain corporate officers and managers, subsidiary Presidents,
Directors and managers the opportunity to share in the performance of the
company by achieving specific financial and safety goals and key individual
objectives.

    


    Participants
will be required to uphold and certify their performance of the Company’s legal
and ethical standards as described in the Code of Business Integrity and the
policies that support the Code; and shall use the Company’s statement of Core
Values and the Leadership Charter as guidelines for the conduct of business and
working relationships.

    


    ELIGIBILITY

    


    
      	
              ·  

            	
              Certain
      Corporate Officers, Directors and Managers, and participating subsidiary
      Presidents, Directors, and Managers may be eligible to participate in the
      plan.  Participants are recommended by the CEO and approved by
      the Compensation Committee. In order to be eligible an employee must be
      actively employed in a bonus eligible position for a minimum of three
      months.

            


    

    


    
      	
              ·  

            	
              Employees
      who are employed after the commencement of the Plan year will be eligible
      to participate in the plan on a pro-rata basis for such plan
      year.

            


    

    


    
      	
              ·  

            	
              Executive
      Officers will be assigned to a specific eligibility level set as a
      percentage of actual base salary designated by the Compensation
      Committee.  Other participants will be assigned to a specific
      eligibility level designated by management.  The Entry, Expected
      and Maximum incentive award opportunity as a percent of actual base salary
      will range as follows:

            


    

    


    
      	
              Salary
      Grade

            	
              Entry
      Award

            	
              Expected
      Award

            	
              Maximum
      Award

            
	
              10

            	
              18%

            	
              45%

            	
              90%

            
	
              9

            	
              16%

            	
              40%

            	
              80%

            
	
              8

            	
              14%

            	
              35%

            	
              70%

            
	
              7

            	
              12%

            	
              30%

            	
              60%

            
	
              6

            	
              10%

            	
              25%

            	
              50%

            
	
              5

            	
              8%

            	
              20%

            	
              40%

            
	
              3-4

            	
              6%

            	
              15%

            	
              30%

            
	
              1-2

            	
              4%

            	
              10%

            	
              20%

            


    

    


    


    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    KEY
PERFORMANCE INDICATORS (KPI’S) AND WEIGHTS

    


    
      	
              ·  

            	
              KPI’s
      are selected and weighted to give emphasis to performance for which
      participants have the most direct control.  KPI’s may vary among
      participants and may change from year to
year.

            


    

    


    
      	
              ·  

            	
              The
      Compensation Committee approves the KPI’s and weights
      annually.

            


    

    


    
      	
              ·  

            	
              All
      participants will be assigned safety and financial performance measures at
      the consolidated corporate level. Achievement of the safety measure is
      subject to the fatality qualifier described
  below.

            


    

    


    
      	
              ·  

            	
              All
      participants will share in the overall performance of the company as
      measure at the consolidated corporate
level.

            


    

    


    
      	
              ·  

            	
              Each
      participant will have a discretionary “individual performance” component,
      and will be evaluated based on specific individual objectives (scorecard)
      and an overall performance evaluation of their contribution to the
      organization as well as the performance of the Country, Business Unit
      and/or Division in which they are
employed.

            


    

    


    
      	
              ·  

            	
              The
      performance measures and their weightings for Fiscal Year 2009 will be
      ROCE (25%), EPS (25%), TRIR (10%), AAR (15%) and Individual Performance
      (25%). Awards will be based upon actual results for the fiscal year as
      compared to the FY 2009 budget.

            


    

    


    
      	
              ·  

            	
              Each
      participant will receive an individual Incentive Award Determination
      Worksheet that contains his or her specific incentive award opportunity,
      KPI’s, and performance goals.

            


    

    


    
      	
              ·  

            	
              Attachment
      I summarizes the KPI’s for the FY09 Incentive
  Plan.

            


    

    


    


    


    KPI
DEFINITIONS

    


    The
following definitions will determine the calculation of each KPI.

    


    Safety TRIR – Bristow Group
consolidated Total Recordable Incident Rate for the fiscal year, meaning the
total number of recordable safety incidents per 200,000 man hours.

    


    Safety AAR – Bristow Group
consolidated Air Accident Rate for the fiscal year meaning the number of Air
Accidents per 100,000 flight hours as defined by the International Civil
Aviation Organizations (ICAO) Annex 13 in compliance with the NTSB and CAA
definitions.

    


    Fatality – If during the
fiscal year, there is a fatality in administrative, ground or air operations to
an employee, passenger, bystander or anyone involved in operations at hand, the
award for the safety performance component will be zero for all participants in
the Country where the fatality took place, then in a direct line up through the
organization to include participants in the related Business Unit headquarters,
Division headquarters and Corporate headquarters.

    


    ROCE – Bristow Group
consolidated Return on Capital Employed for the fiscal year meaning Earnings
before Interest, Taxes, Depreciation and Amortization (EBITDA) divided by
Bristow Group consolidated Capital Employed for the same period.

    


    Capital Employed – Bristow
Group consolidated Capital Employed meaning
the value of all assets and investments used to generate EBITDA including but
not limited to aircraft and working capital.  Capital Employed is
measured at the end of each quarter and the Capital Employed used in calculating
ROCE is the average of Capital Employed at the beginning of a period and each
measurement date during that period (i.e. Capital Employed for FY 2009 is the
average of Capital Employed at 3/31/08, 6/30/08, 9/30/08, 12/31/08 and 3/31/09).
Fair market value for a particular aircraft model is set annually during the
Annual Business Plan cycle and then held constant through the following fiscal
year. Net Book Value is used to value all non-aircraft assets.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    EPS – Bristow Group
consolidated Fully
Diluted Earning per Share for the fiscal year, determined in accordance with
U.S. generally accepted accounting principles.

    


    Individual Performance -
Individual performance may relate specifically to the individual and/or
pre-established Country, Business Unit or Division objective goals approved by
the Sr. Vice President for the applicable Division. Each individual participant
should be evaluated on individual objectives that have been defined at the
beginning of the plan year and an overall performance evaluation of the
individual’s contributions during the year.  The total amount to all
participants for the discretionary component is set as a multiple of the
“expected” level ranging from 0 to 200% recommended by Senior Management and
approved by the Compensation Committee.

    


    PERFORMANCE
GOALS

    


    
      	
              ·  

            	
              For
      each non discretionary performance measure, goals for the Entry, Expected,
      and Maximum levels of performance are set forth in Attachment
      I.

            


    

    


    
      	
              ·  

            	
              Financial
      performance goals are based on the Board approved FY2009 operating
      budget.

            


    

    


    
      	
              ·  

            	
              The
      Compensation Committee reserves the right to adjust performance goals (up
      or down) for significant acquisitions, divestitures or events that were
      not contemplated when the performance goals were initially
      set.

            


    

    


    DETERMINING
THE ANNUAL INCENTIVE AWARD

    


    
      	
              ·  

            	
              Once
      the FY 2009 plan year has been completed, the safety and financial
      performance of the corporation will be determined.  For each
      financial performance measure the performance level will be determined
      based on the standards established at the beginning of the plan
      year.  Interpolation will be used between Entry, Expected and
      Maximum.

            


    

    


    
      	
              ·  

            	
              The
      actual incentive award earned by each participant will be the sum of the
      incentive award earned for each KPI including Individual
      Performance.

            


    

    


    
      	
              ·  

            	
              Incentive
      Awards will be paid as soon as practical after the end of the plan year
      and completion and certification of the outside audit of financial
      results.  Awards will be made no later than 75 days after the
      end of the fiscal year.  A participant must be employed on the
      date awards are paid in order to receive an
  award.

            


    

    


    
      	
              ·  

            	
              An
      individual will not receive his/her incentive award until they have signed
      a certification of performance under the Code of Business Integrity. The
      Company may recover the incentive award if it is found that the
      certification was signed with the knowledge of, or participation in, a
      prohibited act.

            


    

    


    ADMINISTRATION
OF PLAN

    


    
      	
              ·  

            	
              The
      Compensation Committee approves the plan, with day-to-day responsibility
      for administration delegated to management.  The Committee will
      interpret the plan and make appropriate adjustments as
      necessary.  All interpretations made by the Committee are
      final.

            


    

    


    
      	
              ·  

            	
              The
      Compensation Committee will certify the performance results of the company
      and the total incentive awards paid at the end of the plan
      year.

            


    

    


    
      	
              ·  

            	
              The
      incentive awards for the year will be accrued and charged as an expense,
      before determining the financial performance under the
    plan.

            


    

    


    
      	
              ·  

            	
              Participants
      whose employment is terminated for any reason other than death, disability
      or normal retirement prior to payment of incentive awards will not be
      eligible to receive an award.

            


    

    


    
      	
              ·
        

            	
              Participants
      whose employment is terminated for reason of death, disability or normal
      retirement may be eligible for a pro-rated award at the recommendation of
      management, and approval by the Compensation
  Committee.

            


    

    


    
      	
              ·
       

            	
              The
      Committee, in its sole discretion, may make special incentive awards to
      any individual in order to recognize special performance or
      contributions.

            


    

    


    
      	
              ·   

            	
              This
      plan is adopted pursuant to the Bristow Group Inc. 2007 Long Term
      Incentive Plan and will be administered by the Compensation Committee in
      accordance with the provisions

            


    

    



    
      
         


      

      
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