exhibit103-formofexecuti






Exhibit 10.3    RESTRICTED STOCK UNIT GRANT NOTICE   under the   BRISTOW GROUP INC. 2021 EQUITY INCENTIVE PLAN    Pursuant to the terms and conditions of the Bristow Group Inc. 2021 Equity Incentive Plan,  as amended from time to time (the “Plan”), Bristow Group Inc, a Delaware corporation (the  “Company”), hereby grants to the individual listed below (“you” or the “Participant”) an award  of time-vested restricted stock units in respect of Common Stock (the “Restricted Stock Units” or  “RSUs”) set forth below. This award of Restricted Stock Units (this “Award”) is subject to the  terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto  as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference.  Capitalized terms used herein without definition have the meanings ascribed to such terms in the  Plan.  Participant: [●]  Grant Date: [●]  Number of RSUs: [●]        By your signature below, you agree to be bound by the terms and conditions of the Plan,  the Agreement and this Restricted Stock Unit Grant Notice (this “Grant Notice”). You  acknowledge that you have reviewed the Agreement, the Plan, and this Grant Notice in their  entirety and fully understand all provisions of the Agreement, the Plan, and this Grant Notice. You  hereby agree to accept as binding, conclusive, and final all decisions or interpretations of the  Administrator regarding any questions or determinations that arise under the Agreement, the Plan,  or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including  portable document format (.pdf) and facsimile counterparts, or by electronic acceptance or  authentication in a form authorized by the Company), each of which shall be deemed to be an  original, but all of which taken together shall constitute one and the same agreement.  BRISTOW GROUP INC.    PARTICIPANT    By: ________________________________  _______________________________   [●]      [●]      





 






Exhibit A  1  BRISTOW GROUP INC.  RESTRICTED STOCK UNIT AGREEMENT  THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into by  and between the Company and the Participant as of the Grant Date set forth in the Grant Notice to  which this Agreement is attached.  Capitalized terms used herein without definition have the  meanings ascribed to such terms in the Plan.  1. Grant of Restricted Stock Units.    (a) General.  The Company hereby grants to the Participant the number of  Restricted Stock Units set forth in the Grant Notice on the terms and conditions set forth in the  Grant Notice, this Agreement, and the Plan.  The Restricted Stock Units do not confer on the  Participant any rights of a stockholder of the Company unless and until shares of Common Stock  are issued to the Participant in connection with the vesting and settlement of Restricted Stock  Units.    (b) Dividend Equivalent Rights.  In addition, the Participant is hereby granted  a right to a Dividend Equivalent (as defined in the Plan) (such right a “Dividend Equivalent  Right”) with respect to each Restricted Stock Unit.  To the extent that any dividends are paid or  distributed with respect to the Common Stock during the period from the Grant Date to the vesting  date of the corresponding Restricted Stock Unit as set forth in Paragraph 2 below, the Participant  shall be entitled to a payment equal to the value of any such dividends on the number of Restricted  Stock Units that become vested under this Award, which amount, if any, shall be paid at the same  time shares of Common Stock are delivered to the Participant (or the Participant’s estate in the  event of death) in settlement of vested Restricted Stock Units under this Award.  Unless otherwise  determined by the Compensation Committee of the Board (the “Committee”) in its sole discretion,  in the case of any stock dividend paid by the Company, the Company will settle vested Dividend  Equivalent Rights in cash in lieu of shares, with such amount of cash determined based on the Fair  Market Value of the Common Stock as of the applicable dividend date.  2. Vesting.  (a) Vesting.  Subject to the terms and conditions set forth herein and in the Plan,  the Restricted Stock Units shall vest in the amounts (rounded to the nearest whole share, not to  exceed the total number of shares set forth in the Grant Notice) and on the dates (each, a “Vesting  Date”) set forth in the table below, subject to the Participant’s continued employment as of such  date, as follows:  Vesting Date RSUs Vested  (% of total)  Number of  RSUs Vested  [●] [●] [●]  [●] [●] [●]  [●] [●] [●]    





 






  2    (b) Vesting Due to Retirement.  If the Participant’s employment with the  Company and its Subsidiaries terminates due to Retirement (as defined below) prior to Forfeiture  (as defined below), then the Participant will vest in the outstanding Restricted Stock Units, and the  date of the Participant’s termination of employment due to Retirement will be deemed to be the  Vesting Date.  For purposes of this Award, “Retirement” means the Participant’s formal retirement  from employment with the Company under acceptable circumstances as determined by the  Committee in its sole discretion (which determination may be conditioned upon, among other  things, the Participant entering into a non-competition agreement with the Company).  (c) Vesting Due to Death or Disability.  If the Participant’s employment with  the Company and its Subsidiaries terminates due to death or Disability prior to Forfeiture then, as  of the Participant’s termination date, the Participant will vest in the outstanding Restricted Stock  Units, and the date of the Participant’s death or final determination of Disability will be deemed  to be the Vesting Date.  For purposes of this Award, “Disability” means that the Participant is  unable to perform full-time employment duties for 90 consecutive days or 120 days in a 12-month  period by reason of injury or illness (including mental illness).  (d) Vesting Due to Termination Without Cause or Good Reason.   (i) General.  If the Participant’s employment is involuntarily  terminated by the Company or a Subsidiary for any reason other than Cause (as defined below) or  if the Participant terminates employment for Good Reason (as defined below), in either case prior  to Forfeiture, then subject to the terms of this paragraph, the Participant will vest in the outstanding  Restricted Stock Units (if any) determined by multiplying (i) the number of Restricted Stock Units  outstanding for each vesting tranche as of the Participant’s termination date, and (ii) a fraction (not  to exceed 1.0), the numerator of which is the number of days that elapsed between the Grant Date  and the date of the Participant’s termination of employment and the denominator of which is the  total number of days in the period between the Grant Date and the applicable Vesting Date for  such tranche.  Such accelerated vesting will be contingent on the Participant’s execution of the  Company’s standard form of release of claims no later than the 60th day following the Participant’s  termination date (or such earlier deadline provided in the form of release).  The Participant’s  termination date will be deemed to be the Vesting Date.    (ii) Cause.  For purposes of this Award, “Cause” means, if not  otherwise defined in an employment agreement between the Participant and the Company or a  Subsidiary (including its successor in effect as of the date of his or her termination): (A) fraud,  embezzlement or gross insubordination on the part of the Participant or breach by the Participant  of his or her obligations under any Company policy or procedure; (B) conviction of or the entry of  a plea of nolo contendere by the Participant for any felony; (C) a material breach of, or the willful  failure or refusal by the Participant to perform and discharge, his or her duties, responsibilities or  obligations as an employee; or (D) any act of moral turpitude or willful misconduct by the  Participant which (x) is intended to result in substantial personal enrichment of the Participant at  the expense of the Company or any of its Subsidiaries or Affiliates or (y) has a material adverse  impact on the business or reputation of the Company or any of its Subsidiaries or Affiliates.  





 






  3  (iii) Good Reason.  “Good Reason” shall mean, in each case without  the Participant’s consent:   (A) a material diminution in the Participant’s base compensation,  annual target bonus opportunity or annual long-term incentive award opportunity;  (B) a material diminution in the Participant’s title, authority, duties  or responsibilities;  (C) a change in the geographic location from where the Participant  performs his/her services for the Company, or its applicable Subsidiary or Affiliate, by  more than 50 miles from the geographic location where the Participant performed his/her  services for the Company, or its applicable Subsidiary or Affiliate, as of the date  immediately prior to the Change in Control; or  (D) a material breach by the Company, any Subsidiary or any  Affiliate of any material written agreement between the Participant and the Company or  such Subsidiary or Affiliate.  The Participant’s continued employment shall not constitute consent to, or a waiver of rights with  respect to, any act or failure to act constituting Good Reason hereunder.  (e) Vesting due to Change in Control.  In the event of a Change in Control (as  defined in the Plan) prior to Forfeiture, the Participant will fully vest in any outstanding Restricted  Stock Units.  3. Forfeiture.  Except as provided in Paragraph 2 above, upon termination of the  Participant’s employment with the Company, any outstanding unvested Restricted Stock Units and  unvested Dividend Equivalent Rights shall not vest and shall immediately thereupon be forfeited  by the Participant to the Company without any consideration therefor, and any outstanding  Restricted Stock Units and Dividend Equivalent Rights (whether vested or unvested) shall  terminate and be of no further force or effect (a “Forfeiture”).  4. Book Entry Account.  The Company shall establish (or shall instruct its transfer  agent or stock plan administrator to establish) a book entry account representing the Target  Number of Restricted Stock Units in the Participant’s name effective as of the Grant Date,  provided, however, that the Company shall retain control of the Restricted Stock Units in such  account until the Restricted Stock Units have become vested in accordance with this Award and  shares of Common Stock have been issued, if any, in settlement of the Restricted Stock Units.  5. Issuance of Common Stock.  Within 30 days following the Vesting Date (but no  later than March 15 of the year following the year in which the Vesting Date occurs), the Company  shall, subject to the withholding referred to in Section 7 hereof, 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 Right 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  Equivalent Rights) and no voting rights, with respect to the Restricted Stock Units or any shares  





 






  4  underlying or issuable in respect of such Restricted Stock Units until such shares are actually  issued to and held of record by the Participant.   6. Transferability.  The Participant shall not transfer or assign the Restricted Stock  Units or Dividend Equivalent Rights except as permitted in accordance with Section 11.1 of the  Plan.  7. Withholding.  All payments or distributions of Common Stock or cash dividends  or with respect thereto shall be net of any amounts required to be withheld pursuant to applicable  federal, national, state and local tax withholding requirements.  The Company may require the  Participant to remit to it an amount sufficient to satisfy such tax withholding requirements prior to  delivery of any certificates for such Common Stock or with respect thereto.  In lieu thereof, the  Company shall have the right to withhold the amount of such taxes from any other sums due or to  become due from the Company or its Affiliates to the Participant as the Company shall determine.   The Company may, in its discretion and subject to such rules as it may adopt (including any as  may be required to satisfy applicable tax and/or non-tax regulatory requirements), permit the  Participant to pay all or a portion of the withholding taxes arising in connection with the Common  Stock or any payments or distributions with respect thereto by electing to have the Company  withhold Common Stock having a Fair Market Value equal to the amount to be withheld, provided  that such withholding shall only be at rates permitted by applicable statutes or regulations, which  may include the maximum individual statutory tax rate in the applicable jurisdiction at the time of  such withholding (or such other rate as may be required to comply with applicable law).   Notwithstanding the foregoing, if any Restricted Stock Units vest during a trading blackout period  (including in connection with a termination of the Participant’s employment), the Participant’s  applicable tax withholding obligation(s) with respect to such vested Restricted Stock Units shall  be satisfied by the Company withholding Common Stock having a Fair Market Value equal to the  amount to be withheld and determined in the manner provided above.   8. Restrictive Covenants.  (a) The Participant acknowledges that the Participant is in possession of and  has access to confidential information of the Company and its Subsidiaries, including material  relating to the business, products and services of the Company and its Subsidiaries, and that he or  she will continue to have such possession and access during employment by the Company and its  Subsidiaries. The Participant also acknowledges that the business, products and services of the  Company and its Subsidiaries are highly specialized and that it is essential that they be protected.   (b) By accepting the Restricted Stock Units and Dividend Equivalent Rights,  the Participant acknowledges and agrees that he or she is bound by the   Applicable Restrictive Covenants.  The “Applicable Restrictive Covenants” shall mean  whichever of the following covenants apply to the Participant: (i) the restrictive covenants  contained in Section 10 of the Bristow Group Inc. (f/k/a Era Group Inc.) Senior Executive  Severance Plan adopted June 24, 2015, (ii) the restrictive covenants contained in the Participation  Agreement between Bristow Holdings U.S. Inc., a Delaware corporation (f/k/a Bristow Group  Inc.) (“Legacy Bristow”), and the Participant entered into in connection with the Participant’s  designation as a participant under Legacy Bristow’s Amended and Restated 2019 Management  Severance Benefits Plan for U.S. Employees effective as of October 31, 2019, or (iii) the restrictive  





 






  5  covenants to which Participant is a party that are contained in any severance plan or agreement    The Company may cancel, rescind, suspend, withhold or otherwise limit or restrict all Restricted  Stock Units and Dividend Equivalent Rights under this Agreement at any time that the Participant  is not in compliance with the Applicable Restrictive Covenants. If the Participant chooses to  violate the Applicable Restrictive Covenants, the Company shall be entitled to cancel all  outstanding Restricted Stock Units and Dividend Equivalent Rights under this Agreement and  receive from the Participant all shares of Common Stock previously issued and all cash dividends  previously paid to the Participant under this Agreement, and if the Participant has sold, transferred  or otherwise disposed of such Common Stock, the Participant shall immediately pay to the  Company the Fair Market Value of such Common Stock on the date(s) such Common Stock was  issued, without regard to any taxes that may have been deducted from such amount. To the extent  that the Company is required to seek enforcement of the provisions of this Section 8, the Company  shall be entitled to an award of attorney fees should it prevail in any such action.  9. Adjustment.  The Restricted Stock Units and Dividend Equivalent Rights may be  adjusted by the Committee in accordance with Section 9.1 of the Plan.  10. 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.  11. 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.  12. 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.  13. Tenure.  The Participant’s right to continue to serve the Company or any of its  subsidiaries as an officer, employee, or otherwise, shall not be enlarged or otherwise affected by  the award hereunder.  14. 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.  15. 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.  





 






  6  16. 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.  17. 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.  18. 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.  19. 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.  If the Participant is a “specified employee” within  the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a  “separation from service” (other than due to death) within the meaning of Treasury Regulation  §1.409A-1(h), and his or her vested Restricted Stock Units are “deferred compensation” payable  or settled on account of a separation from service, then such vested Restricted Stock Units shall be  paid or settled on the earliest of (i) the first business day following the expiration of six months  from the Participant’s separation from service, (ii) the date of the Participant’s death, or (iii) such  earlier date as complies with the requirements of Section 409A of the Code.  20. 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.