exhibit102-formofnonxemp






Exhibit 10.2  FORM OF NON-EMPLOYEE DIRECTOR   RESTRICTED STOCK UNIT GRANT AGREEMENT   PURSUANT TO THE BRISTOW GROUP INC.   2021 EQUITY INCENTIVE PLAN  RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”), dated as of  August 3, 2021 (the “Date of Grant”), between Bristow Group Inc., a Delaware corporation (the  “Company”), and [•] (the “Participant”).  RECITALS:  WHEREAS, on August 3, 2021, the stockholders of the Company approved the Bristow Group  Inc. 2021 Equity Incentive Plan (the “Plan”).  Capitalized terms not otherwise defined herein shall have  the same meanings as in the Plan; and  WHEREAS, the Board and the Committee have determined that it would be in the best interests  of the Company and its stockholders to issue and grant to the Participant pursuant to the Plan, and the  Participant desires to accept, restricted stock units (“Restricted Stock Units” or “RSUs”) covering shares  of the Company’s common stock (“Common Stock”), upon the terms and subject to the conditions  hereinafter provided.  NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties  agree as follows:  1. Grant of Restricted Stock Units; Dividend Equivalents.  Subject to the terms and  conditions of the Plan and this Agreement, the Company hereby grants to the Participant [•] Restricted  Stock Units.  Except as otherwise provided herein including, without limitation, the provisions of  Paragraph 3 hereof, the Participant is hereby granted a Dividend Equivalent (as defined in the Plan) with  respect to each Restricted Stock Unit, provided, however, that, prior to the record date for any dividend,  the Committee shall determine, in its sole discretion, whether (i) the Participant shall immediately receive  the dividend with respect to a Dividend Equivalent on the payment date, notwithstanding the vesting date  of the corresponding Restricted Stock Unit as set forth in Paragraph 2 below or (ii) the amount of the  dividend otherwise payable on the Dividend Equivalent shall be held in escrow from and after the dividend  payment date until the corresponding Restricted Stock Unit vests, at which time the amount of the dividend  shall be paid to the Participant.  2. Vesting.  (a) Subject to the terms and conditions set forth herein and in the Plan, the Restricted  Stock Units shall vest as to 100% of the Restricted Stock on August 3, 2022, subject to the Participant’s  continued service on such date (the “Vesting Date”).  Notwithstanding the foregoing, the Restricted Stock Units shall vest immediately, without  any action on the part of the Company (or its successor as applicable) or the Participant if, prior to a  Forfeiture (as defined below) by the Participant, any of the following events occur (and the date of such  event will be the Vesting Date):  (i) the death of the Participant;  





 






(ii) the Participant becomes Disabled (as defined below); or  (iii) the occurrence of a Change in Control (as defined below).  (b) As used in this Agreement:  “Disabled” shall mean that by reason of injury or illness (including mental illness)  the Participant shall be unable to perform his or her director duties for 90 consecutive days or  120 days in a 12-month period.  3. Forfeiture.  Except as set forth in Paragraph 2(a) hereof, upon termination of the  Participant’s service as a director of the Company, any unvested Restricted Stock Units and unvested  Dividend Equivalents shall not vest and shall immediately thereupon be forfeited by the Participant to the  Company without any consideration therefor (a “Forfeiture”).  4. Issuance of Common Stock.  Within 30 days following the Vesting Date (but no later than  March 15 of the year following the year of vesting), the Company shall, subject to any required tax  withholding as provided in the Plan, issue to the Participant one share of Common Stock (in certificate or  electronic form) in settlement of such vested Restricted Stock Unit, together with any vested dividends, if  applicable, and such Restricted Stock Unit and corresponding Dividend Equivalent shall be cancelled.   For clarity, the Participant shall have no rights as a stockholder of the Company, no dividend rights (except  with respect to Dividend Equivalents) and no voting rights, with respect to the Restricted Stock Units or  any shares underlying or issuable in respect of such Restricted Stock Units until such shares are actually  issued to and held of record by the Participant.   5. Transferability.  The Participant shall not transfer or assign the Restricted Stock Units or  Dividend Equivalents except as permitted in accordance with Article XI of the Plan.  6. Adjustment.  The Restricted Stock Units and Dividend Equivalents may be adjusted by  the Committee in accordance with Article XI of the Plan.  7. Notices.  Any notice required or permitted hereunder shall be deemed given only when  delivered personally or when deposited in a United States Post Office as certified mail, postage prepaid,  addressed, as appropriate, if to the Participant, at such address as the Company shall maintain for the  Participant in its personnel records or such other address as he or she may designate in writing to the  Company, and if to the Company, at 3151 Briarpark Drive, Suite 700, Houston, Texas 77042, Attention:  General Counsel or such other address as the Company may designate in writing to the Participant.  8. Entire Agreement.  This Agreement and the Plan contain the entire understanding of the  parties hereto with respect to the subject matter hereof and supersede all prior agreements, discussions  and understandings (whether oral or written and whether express or implied) with respect to such subject  matter.  If there is any inconsistency between the terms of the Plan and the terms of this Agreement, the  Plan’s terms shall supersede and replace the conflicting term of this Agreement.  9. Failure to Enforce Not a Waiver.  The failure of the Company to enforce at any time any  provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other  provision hereof.  





 






10. Tenure.  The Participant’s right, if any, to continue to serve as a director of the Company  or any of its subsidiaries shall not be enlarged or otherwise affected by the award hereunder or his or her  designation as a participant under the Plan.  11. Benefit and Binding Effect.  This Agreement shall be binding upon and shall inure to the  benefit of the Company, its successors and assigns, and the Participant, his executors, administrators,  personal representatives and heirs.  In the event that any part of this Agreement shall be held to be invalid  or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as  though the invalid portions were not a part hereof.  12. Governing Law.  This Agreement shall be governed by, and construed and enforced in  accordance with, the laws of the State of Delaware, without giving effect to principles and provisions  thereof relating to conflict or choice of laws.  13. Amendment and Termination.  This Agreement may not be amended or terminated  unless such amendment or termination is in writing and duly executed by each of the parties hereto.  14. Counterparts.  This Agreement may be executed in counterparts, each of which shall be  deemed to be an original, but all of which together shall constitute but one and the same instrument.  15. Construction.  In the event of a conflict or ambiguity between any term or provision  contained herein and a term or provision of the Plan, the Plan will govern and prevail; provided, however,  that in the case of any conflict or ambiguity pertaining to a Change in Control, this Agreement will govern  and prevail.  The construction of and decisions under the Plan and this Agreement are vested in the  Committee, whose determinations shall be final, conclusive and binding upon the Participant.  16. Compliance with Section 409A.  The compensation payable to the Participant pursuant to  this Agreement is intended to be exempt from or compliant with Section 409A of the Code, and this  Agreement and the Plan shall be administered and construed to the fullest extent possible to reflect and  implement such intent.  17. Electronic Delivery.  The Company may, in its sole discretion, deliver any documents  related to this Agreement by electronic means or request the Participant’s consent to participate in the  Plan by electronic means. The Participant hereby consents to receive all applicable documentation by  electronic delivery and to participate in the Plan through an on-line or voice activated system established  and maintained by the Company or a third party vendor designated by the Company.   [Signature Page Follows]   





 






IN WITNESS WHEREOF, the Company has executed this Agreement on the date and year first  above written.  Bristow Group Inc.     [•]    The undersigned hereby accepts, and agrees to, all terms and provisions of this Agreement as of  the date and year first above written.     [•]