exhibit104-formofperform






Exhibit 10.4  PERFORMANCE STOCK UNIT GRANT NOTICE   under the   BRISTOW GROUP INC. 2021 EQUITY INCENTIVE PLAN  (Relative TSR)  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 performance-vested restricted stock units in respect of Common Stock (the “Performance Stock  Units” or “PSUs”) set forth below. This award of Performance Stock Units (this “Award”) is  subject to the terms and conditions set forth herein and in the Performance 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: [●]  Target Number of PSUs: [●]  Performance Period: [●] through [●]  Performance Goal: Attachment I to the Agreement describes the manner in which the  final number of Performance Stock Units that vest hereunder will  be calculated, which shall be between 0% and 200% of the Target  Number of Performance Stock Units and shall be based on the  Company’s cumulative total stockholder return of the Common  Stock as compared to the total stockholder return of the  Comparison Group (as defined in Attachment I) (the  “Performance Goal”).   By your signature below, you agree to be bound by the terms and conditions of the Plan,  the Agreement and this Performance 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.  PERFORMANCE STOCK UNIT AGREEMENT  THIS PERFORMANCE 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 Performance Stock Units.    (a) General.  The Company hereby grants to the Participant the target number  of Performance Stock Units set forth in the Grant Notice (the “Target Number”) on the terms and  conditions set forth in the Grant Notice, this Agreement, and the Plan.  The Performance 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 Performance 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 Performance Stock Unit.  To the extent that any dividends are paid or  distributed with respect to the Common Stock during the Performance Period, the Participant shall  be entitled to a payment equal to the value of any such dividends on the number of Performance  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 Performance 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 during the Performance Period,  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) Performance. After the close of the Performance Period, but in no event  later than (60) days following the last day of the Performance Period, the Committee shall  determine and certify the extent to which the Performance Goal has been achieved in accordance  with Attachment I (such determination date, the “Vesting Date”).  The Performance Stock Units  will vest and become non-forfeitable on the Vesting Date in an amount determined (if any) based  on the results of the Performance Goal, as certified by the Committee, provided that the Participant  has been continuously employed by the Company or a Subsidiary of the Company at all times  from the Grant Date through the Vesting Date.  Any Performance Stock Units which do not vest  shall be forfeited as of the Vesting Date. For the avoidance of doubt, if the Committee determines  that the level of achievement of the Performance Goal does not meet the minimum threshold  requirement specified in Attachment I, then all Performance Stock Units shall be forfeited.  Except  as provided in Section 2(b), Section 2(c) or Section 2(d) below, if the Participant does not remain  continuously employed by the Company or a Subsidiary until the end of the Performance Period,  





 






 2   the Participant shall have no rights under this Award and all of the Performance Stock Units shall  be forfeited as of his or her termination date.  (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 the end of  the Performance Period, then, on the Vesting Date, the Participant will vest in the Target Number  of Performance 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 the end of the  Performance Period, then, as of the Participant’s termination date, the Participant will vest in the  Target Number of Performance 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 the Vesting Date, then subject to the terms of this paragraph, the Participant will vest in the  number of Performance Stock Units (if any) determined as follows: (A) for any such termination  that occurs on or before June 1, 2022, then the first tranche equivalent to 33.33% of the Target  Number of Performance Stock Units shall immediately vest, and (B) for any such termination that  occurs after June 1, 2022, then a prorated amount of the Target Number of Performance Stock  Units shall immediately vest, which prorated amount shall be calculated based on the portion of  the Performance Period during which the Participant served as an employee of the Company.  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  





 






 3   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.  (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.  3. Change in Control.  In the event of a Change in Control (as defined in the Plan)  prior to the end of the Performance Period, the Performance Period shall be deemed to end on the  date of the Change in Control, such date will be deemed to be the Vesting Date, and the Participant  will vest in the Target Number of Performance Stock Units.  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 Performance Stock Units in the Participant’s name effective as of the Grant Date,  provided, however, that the Company shall retain control of the Performance Stock Units in such  account until the Performance Stock Units have become vested in accordance with this Award and  shares of Common Stock have been issued, if any, in settlement of the Performance 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 Performance  Stock Unit, together with any vested dividends, if applicable, and such Performance 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 Performance Stock Units or  any shares underlying or issuable in respect of such Performance Stock Units until such shares are  actually issued to and held of record by the Participant.   





 






 4   6. Transferability.  The Participant shall not transfer or assign the Performance 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 Performance 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 Performance  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 Performance 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 covenants to which Participant  is a party that are contained in any severance plan or agreement adopted after the Grant Date.  The  Company may cancel, rescind, suspend, withhold or otherwise limit or restrict all Performance  Stock Units and Dividend Equivalent Rights under this Agreement at any time that the Participant  





 






 5   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 Performance 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 Performance 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.  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.  





 






 6   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 Performance Stock Units are “deferred compensation” payable  or settled on account of a separation from service, then such vested Performance 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.      





 






   7   ATTACHMENT I    PERFORMANCE GOAL  (Relative TSR)    The Performance Stock Units (and related Dividend Equivalent Rights) subject to the  Award that will vest on the Vesting Date will be determined based on the Company’s TSR  Percentile for the Performance Period, as provided below.  Definitions  For purposes of the Award, the following definitions will apply:  “Beginning Price” means, with respect to the Company and any other Comparison Group  member, the average of the closing market prices of such company’s common stock on the  principal exchange on which such stock is traded for the 20 consecutive trading days beginning  with the first trading day of the Performance Period. For the purpose of determining Beginning  Price, the value of dividends and other distributions shall be determined by treating them as  reinvested in additional shares of stock at the closing market price on the date of distribution.  “Comparison Group” means the Company and each other company included in the PHLX  Oil Service Sector Index (the “OSX Index”) on the first day of the Performance Period and, except  as provided below, the common stock (or similar equity security) of which continues to be listed  or traded on a national securities exchange through the last trading day of the Performance Period.  In the event a member of the Comparison Group files for bankruptcy or liquidates due to an  insolvency, such company shall continue to be treated as a Comparison Group member, and such  company’s Ending Price will be treated as $0 if the common stock (or similar equity security) of  such company is no longer listed or traded on a national securities exchange on the last trading day  of the Performance Period. In the event of a formation of a new parent company by a Comparison  Group member, substantially all of the assets and liabilities of which consist immediately after the  transaction of the equity interests in the original Comparison Group member or the assets and  liabilities of such Comparison Group member immediately prior to the transaction, such new  parent company shall be substituted for the Comparison Group member to the extent (and for such  period of time) as its common stock (or similar equity securities) are listed or traded on a national  securities exchange but the common stock (or similar equity securities) of the original Comparison  Group member are not. In the event of a merger or other business combination of two Comparison  Group members (including, without limitation, the acquisition of one Comparison Group member,  or all or substantially all of its assets, by another Comparison Group member), the surviving,  resulting or successor entity, as the case may be, shall continue to be treated as a member of the  Comparison Group, provided that the common stock (or similar equity security) of such entity is  listed or traded on a national securities exchange through the last trading day of the Performance  Period. With respect to the preceding two sentences, the applicable stock prices shall be equitably  and proportionately adjusted to the extent (if any) necessary to preserve the intended incentives of  the Award and mitigate the impact of the transaction.  “Ending Price” means, with respect to the Company and any other Comparison Group  member, the average of the closing market prices of such company’s common stock on the  





 






 8   principal exchange on which such stock is traded for the 20 consecutive trading days ending on  the last trading day of the Performance Period. For the purpose of determining Ending Price, the  value of dividends and other distributions shall be determined by treating them as reinvested in  additional shares of stock at the closing market price on the date of distribution.  “TSR” or “Total Stockholder Return” means a fraction, the numerator of which is the  Ending Price minus the Beginning Price, and the denominator of which is the Beginning Price,  expressed as a percentage.  “TSR Percentile” means the percentile ranking of the Company’s TSR among the TSRs  for the Comparison Group members for the Performance Period. In determining the Company’s  TSR Percentile for the Performance Period, in the event that the Company’s TSR for the  Performance Period is equal to the TSR(s) of one or more other Comparison Group members for  that same period, the Company’s TSR Percentile ranking will be determined by ranking the  Company’s TSR for that period as being greater than such other Comparison Group members.  Performance Goal and Calculation of Vested PSUs  The percentage of the Performance Stock Units (and related Dividend Equivalent Rights)  that vest on the Vesting Date will be determined as follows:  • If the Company’s TSR Percentile for the Performance Period is at the 90th percentile  or greater, 200% of the Target Number of Performance Stock Units will vest on the  Vesting Date.  • If the Company’s TSR Percentile for the Performance Period is at the 50th percentile,  100% of the Target Number of Performance Stock Units will vest on the Vesting Date.  • If the Company’s TSR Percentile for the Performance Period is at the 25th percentile,  50% of the Target Number of Performance Stock Units will vest on the Vesting Date.  • If the Company’s TSR Percentile for the Performance Period is below the 25th  percentile, no Performance Stock Units will vest on the Vesting Date.  For TSR Percentile performance for the Performance Period between the levels indicated  above, the portion of the Performance Stock Units that will vest on the Vesting Date will be  determined on a straight-line basis (i.e., linearly interpolated) between the two nearest vesting  percentages indicated above.  Notwithstanding the foregoing, if the Company’s TSR for the Performance Period is  negative, in no event shall more than 100% of the Target Number of Performance Stock Units  vest.  The number of Performance Stock Units that vest on the Vesting Date will be rounded to  the nearest whole unit, and the balance of the Performance Stock Units will not vest and will  terminate on that Vesting Date.  





 






 9   With respect to the computation of TSR, Beginning Price, and Ending Price, there shall  also be an equitable and proportionate adjustment to the extent (if any) necessary to preserve the  intended incentives of the Award and mitigate the impact of any stock split, stock dividend or  reverse stock split occurring during the Performance Period (or during the applicable 20-day period  in determining Beginning Price or Ending Price, as the case may be).  In the event of any ambiguity  or discrepancy, the determination of the Committee shall be final and binding.