exv10w3



 








Exhibit 10.3




BRISTOW GROUP INC.

NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT




     This Agreement made as of the ___day of ___, between Bristow Group Inc., a Delaware
corporation (the “Company”) and ___(the “Director”).



     The Company and Director do hereby make and enter into this Agreement in conformity with the
provisions of the Offshore Logistics, Inc. 2003 Nonqualified Stock Option Plan for Nonemployee
Directors, as amended (the “Plan”), to provide the Director the opportunity to purchase shares of
common stock of the Company, $.01 par value (“Common Stock”), in consideration of the mutual
agreements set forth herein and in the Plan. Each capitalized term used in this Agreement and not
otherwise defined herein shall have the meaning ascribed to that term in the Plan. The parties
agree as follows:



     1. Grant of Option. The Company hereby irrevocably grants to the Director the right
and option (the “Option”) to purchase all or any part of an aggregate of 5,000 shares of Common
Stock, on the terms and subject to the conditions set forth herein and in the Plan. The Plan is
incorporated herein by reference as a part of this Agreement. The Option shall not be treated as
an incentive stock option within the meaning of Section 422A of the Internal Revenue Code of 1986,
as amended (the “Code”).



     2. Purchase Price. The option price per share of Common Stock subject to this Option
shall be $___which is the per share “fair market value” (as that term is defined in the Plan) of
the Common Stock on the Date of Grant (as that term is defined in the Plan) of the Option.



     3. Time for Exercise. Subject to the earlier expiration or termination of the Option
as provided in this Agreement or in the Plan, the Option may be exercised at any time and from
time-to-time after the date that is six months after the Date of Grant of the Option.



     4. Procedure for Exercise. The Option shall be exercised by written notice to the
Company at its principal executive office, addressed to the attention of the Chief Executive
Officer, setting forth the number of shares with respect to which the Option is to be exercised and
specifying the address to which the certificates for such shares are to be mailed. Such notice
shall be accompanied by cash or certified check or bank draft payable to the order of the Company
in an amount equal to the option price per share multiplied by the number of shares of Common Stock
as to which the Option is then being exercised or, at the election of the Director, accompanied by
Common Stock held by the Director equal in value to the full amount of the option price (or any
combination of cash or such Common Stock). For purposes of determining the amount, if any, of the
option price satisfied by payment in Common Stock, such Common Stock shall be valued at its fair
market value on the date of exercise in accordance with Section 6(b) of the Plan. Any Common Stock
delivered in satisfaction of all or a portion of the option price shall be appropriately endorsed
for transfer and assigned to the Company. No fraction of a share of Common Stock shall be issued
by the Company upon exercise of an Option or accepted by the Company in payment of the purchase
price thereof.



 









 





     5. Non-Transferable. The Option shall not be assignable or otherwise transferable by
the Director, except by will or by the laws of descent and distribution, and may be exercised
during the Director’s lifetime only by the Director.



     6. No Rights as Shareholder. The Director shall not have any rights as a shareholder
with respect to shares covered by the Option until the date of issuance of a stock certificate
representing such shares. Except as otherwise provided in Section 11 of the Plan, no adjustment
for dividends, or otherwise, shall be made if the record date therefore is prior to the date of
issuance of such certificate.



     7. Termination of Option. The Option shall expire or terminate in accordance with
this Section 7, and as otherwise provided in this Agreement or in the Plan.



     (a) Upon the Director’s ceasing to be a Nonemployee Director (as that term is defined in the
Plan) of the Company for cause, the Director’s Option shall terminate immediately. For purposes of
this Section, “cause” shall mean a breach of the Director’s fiduciary duty as a director of the
Company or conviction of a felony or a crime involving moral turpitude.



     (b) Upon the Director’s ceasing to be a Nonemployee Director (as that term is defined in the
Plan) as a result of retirement, disability or death, or as a result of the Director’s becoming
employed by the Company or a subsidiary of the Company, the Option shall terminate (i) one year
from the date of retirement, disability or death or (ii) three months from the date such employment
begins, whichever is applicable; provided, however, that if subdivision (ii) of this paragraph
applies and the Director dies during such three-month period, the Option (or portion thereof
remaining unexercised) shall terminate one year from the date of employment. Notwithstanding the
foregoing, however, in no event shall the period during which the Option may be exercised extend
beyond the expiration of the term of the Option.



     (c) Upon the Director’s ceasing to be a Nonemployee Director for any reason other than for
cause (as hereinabove defined) or as a result of retirement, disability, death or his employment by
the Company or a subsidiary, the Director shall be entitled to exercise any outstanding portion of
his Option for a period of three months from the date he ceases to be a Nonemployee Director;
provided, however, that should the Director die during such three-month period, such Options shall
terminate one year from the date the Director ceased to be a Nonemployee Director.



     8. Compliance with Law; Purchase for Investment. No shares shall be issuable upon the
exercise of the Option unless the Company shall have determined that the issuance complies with
applicable law. Unless the Option and shares of Common Stock subject to the Plan have been
registered under the Securities Act of 1933, as amended, no shares shall be issuable upon exercise
of the Option unless the Company has determined that such registration is unnecessary and, if
deemed necessary by the Company, the Director exercising the Option has represented in writing that
he is acquiring such shares for his own account for investment and not with a view to, or for sale
in connection with, the distribution of any part thereof. The Company may require that any
certificates of shares issued upon exercise of the Option bear a legend restricting transfer



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thereof on such terms as the Company may determine, and the Company may instruct its transfer
agent to “stop transfer” of any such shares on such terms as the Company deems appropriate.




     9. Government Regulations. The Plan, the grant and exercise of the Option thereunder,
and the obligation of the Company to sell and deliver shares under the Option, shall be subject to
all applicable laws, rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required. Notwithstanding any other provision of the Plan
or this Agreement to the contrary, the Plan shall be administered and interpreted in order that the
Plan, the grant and exercise of options under the Plan, including the Option, and this Agreement
shall comply with the provisions of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, as amended from time to time.



     10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under the Director.



     11. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.



     In witness whereof, the Company has caused this Agreement to be duly executed by its officer,
duly authorized, and the Director has executed this Agreement, all as of the day and year first
above written.



	 	 	 	 	 
	 	 	BRISTOW GROUP INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	William E. Chiles

President, Chief Executive Officer
	 
	 	 	 	 
	 	 	DIRECTOR:
	 
	 	 	 	 
	 	 	 
	 	 	(Signature)







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