exhhibit10w1-080808.htm


    


      Form of Outside
Director Restricted Stock Unit Award
Letter under the Bristow Group Inc. 2007 Long Term Incentive
Plan

      


      [Date]

      [insert
name]

      [insert
address]

      


      Dear
_________:

      


      Bristow
Group Inc. (the “Company”) hereby awards to you effective as of ______________,
200____ (the “Award Date”) _________ Restricted Stock Units in accordance with
the Bristow Group Inc. 2007 Long Term Incentive Plan (the
“Plan”).  Each Restricted Stock Unit represents the opportunity for
you to receive one share of common stock of the Company, par value $.01 (“Common
Stock”), upon satisfaction of the continued service and other requirements set
forth in this letter.

      


      Your
Restricted Stock Unit Award is more fully described in the attached Appendix A,
Terms and Conditions of Outside Director Restricted Stock Unit
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
Restricted Stock Units will lapse at the end of six months after the Award Date
(the “Vesting Date”), such that all of your Restricted Stock Units will become
vested and no longer be subject to forfeiture, provided that you have continued
to serve the Company as a member of the Board from the Award Date through the
Vesting Date.  Except as expressly provided in Appendix A, all
Restricted Stock Units as to which the restrictions thereon have not previously
lapsed and which remain unvested will automatically be forfeited if you cease to
be a member of the Board for any reason, other than death or Disability, prior
to the Vesting Date.  In the event that the Vesting Date is a
Saturday, Sunday or holiday, your Restricted Stock Units will instead vest on
the first business day immediately following the Vesting Date.

      


      Note that in most
circumstances, when your Restricted Stock Units vest, the Fair Market
Value of the Shares of Common Stock awarded 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 Units. Your Restricted Stock Units are 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.


      
        
           


        

        
          1

          
            

          

        

        
           


          
             

            


          

        

      


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

      


      Very
truly yours,

      


      


      William
E. Chiles

      President
and Chief Executive Officer

      Enclosures


      
        
           


        

        
          2

          
            

          

        

        
           


          
             

            


          

        

      


      Appendix
A

      


      Terms
and Conditions of

      Outside
Director Restricted Stock Unit Award

      [Date]

      


      The
Restricted Stock Unit 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, shares of the common stock of the Company, par
value $.01 (“Common Stock”), 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.           Vesting
of Restricted Stock Units

       

      Except as
otherwise provided in Sections 4 and 5 of this Appendix, the Restricted Stock
Units granted pursuant to your Award Letter will no longer be subject to
forfeiture at the end of six months after the Award Date (the “Vesting Date”),
and an equal number of Shares of Common Stock will be transferred to you, as set
forth in your Award Letter, provided that you have continued to serve the
Company as a member of the Board from the Award Date through the Vesting
Date.

       

      2.           Restrictions
on Restricted Stock Units

       

      Until and
unless your Restricted Stock Units become vested, you do not own any of the
Common Stock potentially subject to the Restricted Stock Units awarded to you in
this Award Letter and you may not attempt to sell, transfer, assign or pledge
the Restricted Stock Units or the Common Stock that may be awarded
hereunder.  Immediately upon any attempt to transfer such rights, your
Restricted Stock Units, and all of the rights related thereto, will be forfeited
by you and cancelled by the Company.

       

      The
Restricted Stock Units awarded hereunder shall be accounted for by the Company
on your behalf on a ledger.  Promptly after your Restricted Stock
Units have vested in accordance with the terms hereof (but in no event more than
2 1⁄2 months after the end of your taxable year in which your Restricted Stock
Units have vested), provided that you have not elected to defer receipt of such
Restricted Stock Unit Award in accordance with procedures adopted by the
Committee, the total number of Shares of Common Stock you have earned 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).

       

      3.           Dividends
and Voting

       

      The
Restricted Stock Units granted herein do not give you any rights as a
stockholder of the Company including, but not limited to, voting and dividend
rights.

       


      
        
           


        

        
          3

          
            

          

        

        
           


          
             

            


          

        

      


      4.           Forfeiture
of Units

       

      
        	
                (a)  

              	
                Forfeiture and
      Vesting.  Except as provided in this Section 4 and
      Section 5, if you cease to be a member of the Board for any reason, other
      than death or Disability, prior to the Vesting Date, your unvested
      Restricted Stock Units shall be immediately
  forfeited.

              


      

       

      
        	
                (b)  

              	
                Death or
      Disability.  If you cease to be a member of the Board by
      reason of your death or Disability, your Restricted Stock Units will be
      immediately vested in full and will be settled in accordance with the
      provisions of Section 2 of this Appendix.  For purposes of this
      Appendix, Disability shall mean your complete inability, with or without a
      reasonable accommodation, to perform your duties as a member of the Board
      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)  

              	
                Committee
      Determinations.  The Committee shall have absolute
      discretion to determine the date and circumstances of the cessation of
      your services as a member of the Board, and its determination shall be
      final, conclusive and binding upon
you.

              


      

       

      5.           Change
in Control

       

      If you
are serving the Company as a member of the Board on the date of a Change in
Control of the Company, all of your Restricted Stock Units will be immediately
vested in full and will be settled in accordance with the provisions of Section
2 of this Appendix.  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 20% 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

              


      

       


      
        
           


        

        
          4

          
            

          

        

        
           


          
             

            


          

        

      


      


       

      
        	
                (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, 20% 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 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.

              


      

       

      6.           Tax
Consequences

       

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

       

      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.  In addition, any shares
of 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.           Compliance
with Laws

       

      This
Award Letter and the Restricted Stock Units 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.

       

      10.           Miscellaneous

       

      
        	
                (a)  

              	
                Not an Agreement for Continued
      Services.  This Award Letter shall not, and no provision
      of this Award Letter shall be construed or interpreted to, create any
      right to membership on the Board or to continue your membership on the
      Board.

              


      

       

      
        	
                (b)  

              	
                Community
      Property.  Each spouse individually is bound by, and such
      spouse’s interest, if any, in this award of Restricted Stock Units or in
      any Shares of Common Stock that may be awarded hereunder, 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)  

              	
                Code Section
      409A.  This Restricted Stock Unit Award is intended to be
      exempt from Code Section 409A.  If the Committee determines that
      this Restricted Stock Unit 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 Restricted Stock Unit 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 Restricted Stock Unit 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.

       

      


       

      


      



      
        
           


        

        
          5