ex10w2-060608.htm


    

      EXHIBIT
10.2

      


      Form of Employee Restricted
Stock 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
[number of
shares] restricted Shares (“Restricted Stock”) of the 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
Restricted Stock Award is more fully described in the attached Appendix A, Terms
and Conditions of Employee Restricted Stock Award (which Appendix A, together
with this letter, is the “Award Letter”).  Any capitalized term used
and not defined in this Award Letter has the meaning set forth in the
Plan.  In the event there is an inconsistency between the terms of the
Plan and this Award Letter, the terms of the Plan control.

      


      Unless
otherwise provided in the attached Appendix A, the restrictions on your Shares
of Restricted Stock will lapse and such Shares will vest on the third
anniversary of the Award Date, provided that you have been continuously employed
by the Company from the Award Date through the date of vesting and the lapse of
restrictions (the “Vesting Date”).  Except as expressly provided in
Appendix A, all Shares of Restricted Stock as to which the restrictions thereon
have not previously lapsed and which remain unvested will automatically be
forfeited upon your termination of employment for any reason prior to the
Vesting Date.  In the event that the Vesting Date is a Saturday,
Sunday or holiday, such Shares will instead vest on the first business day
immediately following the Vesting Date.

      


      Note that in most
circumstances, the aggregate Fair Market Value of the Shares of Restricted
Stock that vest on the Vesting Date 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 Restricted Stock Award. Your
Restricted Stock 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 hereto 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
Restricted Stock Award

      [grant
date]

      


      The
restricted Shares (“Restricted Stock”) of common stock, $.01 par value (“Common
Stock”), granted to you by Bristow Group Inc. (the “Company”) are subject to the
terms and conditions set forth in the Bristow Group Inc. 2007 Long Term
Incentive Plan (the “Plan”), any rules and regulations adopted by the
Compensation Committee of the Company’s Board of Directors (the “Committee”),
this Award Letter and the Prospectus for the Plan.  Any capitalized
term used and not defined in this Award Letter has the meaning set forth in the
Plan.  In the event there is an inconsistency between the terms of the
Plan and this Award Letter, the terms of the Plan control.

       

      1.           Lapse
of Risk of Forfeiture and Vesting

       

      The
Restricted Stock granted pursuant to your Award Letter will no longer be subject
to forfeiture on the Vesting Dates as set forth in your Award Letter provided
that you have been continuously employed by the Company from the Award Date
through the respective Vesting Date.  In certain circumstances
described below, the possibility of forfeiture of your Restricted Stock may
lapse and the Shares may become 100% vested before the scheduled Vesting
Date.

       

      2.           Restrictions
on the Restricted Stock

       

      Until the
restrictions on your Restricted Stock have lapsed and your Shares have become
vested in accordance with this Award Letter, you may not sell, transfer, assign
or pledge the Shares.  Immediately upon any attempt to transfer such
rights, your Restricted Stock, and all of the rights related thereto, will be
forfeited by you and cancelled by the Company.

       

      Shares in
the amount of your Restricted Stock Award will be registered in your name as of
the Award Date, but will be held by the Company on your behalf, together with a
stock power endorsed in blank, until the restrictions on such Shares lapse. If
certificated, each stock certificate shall bear the following
legend:

       

      the
transferability of this certificate and the shares of stock represented hereby
are subject to the restrictions, terms and conditions (including forfeiture and
restrictions against transfer) contained in the Award Letter for such Restricted
Stock entered into between the registered owner of such shares and Bristow Group
Inc.  a copy of the Award Letter is on file in the office of the
Secretary of Bristow Group Inc., located at 2000 W. Sam Houston Parkway
South, Suite 1700, Houston, Texas 77042.

       

      When the
restrictions on Shares of your Restricted Stock lapse and the Shares become
vested, a certificate representing such Shares, minus any Shares retained to
satisfy the applicable tax withholding obligations in accordance with Section 6
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).  As a
condition of this Restricted Stock Award, you agree to execute such additional
documents and complete and execute such forms as the Committee or the Company
may require for purposes of this Award Letter.

       

      3.           Dividends
and Voting

       

      You will
have the right to vote your Restricted Stock, even if it remains subject to
forfeiture, until it is forfeited.  From the Award Date, all cash
dividends payable with respect to your Restricted Stock will be paid directly to
you, subject to applicable withholding, at the same time dividends are paid with
respect to all other Shares of Common Stock unless and until any Shares of the
Restricted Stock are forfeited.

       

      4.           Termination
of Employment

       

      (a) Forfeiture and
Vesting.  Except as provided in this Section 4 and Section 5,
if your employment is terminated, your unvested Shares of Restricted Stock shall
be immediately forfeited.  Any Shares of Restricted Stock forfeited
hereunder shall automatically revert to the Company and become cancelled Shares
and shall be again subject to the Plan.

       

      (b) Death or
Disability.  If your employment is terminated by reason of
death or Disability, all of your Shares of Restricted Stock will no longer be
subject to the possibility of future forfeiture and will be 100%
vested.  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.

       

      
        
           

        

        
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      (c) 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 (in either
case as determined by the
Committee), all of your Shares of Restricted Stock will no longer be subject to
the possibility of future forfeiture and will be 100% vested.

       

      (d) Other Termination of
Employment.  If your employment terminates for any reason other
than those provided in Sections 4(b) and 4(c) above, your unvested Shares of
Restricted Stock upon your termination of employment will be forfeited, unless
otherwise determined by the Committee in its sole discretion.

       

      (e) Adjustments by the
Committee.  The Committee may, in its sole discretion,
exercised before or after your termination of employment, accelerate the vesting
of all or any portion of your Shares of Restricted Stock.

       

      (f) 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.

       

      5.           Change
in Control

       

      Acceleration of Lapse of
Restrictions. All of your Shares of Restricted Stock will no longer be
subject to forfeiture and will be 100% vested immediately upon a Change in
Control of the Company prior to your termination of employment.  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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      6.           Tax
Consequences and Income Tax Withholding

       

      You
should review the Plan Prospectus for a general summary of the federal income
tax consequences of your receipt of Restricted Stock 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 laws.  Neither
the Company nor the Committee guarantees the tax consequences of your Award
Letter.  You are advised to consult your own tax advisor regarding the
application of tax laws to your particular situation.

       

      This
Award Letter is subject to your satisfaction of applicable withholding
requirements.  Unless the Committee in its sole discretion determines
otherwise, to satisfy any applicable federal, state or local withholding tax
liability arising from the grant or vesting of your Restricted Stock, the
Company will retain a certain number of Shares of Common Stock having a value
equal to the amount of your minimum statutory withholding obligation from the
Shares otherwise deliverable to you upon the vesting of your Restricted
Stock.

       

      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.

       

      As a
condition of this Restricted Stock Award, you agree to waive your right to make
an election under Code Section 83(b).  Accordingly, no such election
will be recognized by the Company.

       

      7.           Restrictions
on Resale

       

      Other
than the restrictions referenced in Section 2, there are no restrictions imposed
by the Plan on the resale 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 and the grant of Restricted Stock and any Common Stock deliverable
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.

       

      8.           Effect
on Other Benefits

       

      Income
recognized by you as a result of your Restricted Stock Award 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.

       

      9.           Compliance
with Laws

       

      This
Award Letter and the Restricted Stock and any Common Stock deliverable 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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      10.           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 Restricted Stock 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 Restricted Stock Award or would like to obtain
additional information about the Plan, 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 and all attachments should be retained in your files for future
reference.

       

      This
Award Letter has been executed and delivered as of the Award Date.

       

      


       

      



      
        
           


        

        
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