Amended and Restated Employment Agreement - Michael Summers



 Exhibit 10.23 
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 
 This Agreement dated as of
January 5th, 2012 

BETWEEN: 
 Heli-One American
Support LLC incorporated pursuant to the laws of Delaware, having a head office in Fort Collins, Colorado 
 (“CHC”)

 AND: 
 Michael
Summers, [home address] 
 (“Executive”) 
 WHEREAS CHC wishes to employ the Executive in the position of Senior Vice-President, Human Resources of the CHC Helicopter group of companies which shall include CHC Helicopter SaRL and its direct and
indirect subsidiaries (together, the “CHC Group”); 
 WHEREAS CHC and the Executive wish to provide for the following compensation to
be paid to the Executive and other matters respecting his employment by CHC; 
 WHEREAS CHC and the Executive previously entered into an
employment agreement, dated as of October 4,201 0 (the “Prior Agreement”); 
 AND WHEREAS CHC and the Executive intend to amend
and restate the Prior Agreement to insert missing paragraph references in the body of the Prior Agreement; 
 THEREFORE CHC and the Executive in
consideration of the mutual covenants contained herein agree as follows: 
  

	1.	EMPLOYMENT 

 1.1 CHC acknowledges the
Executive will be employed as Senior Vice-President, Human Resources of the CHC Group. The Executive shall report to the President and Chief Executive Officer and agrees to perform all duties and services commensurate with his position and as may be
reasonably assigned or delegated to him from time to time. 
 1.2 The Executive agrees to devote his full working time and effort and attention
to the business, operations and affairs of the CHC Group. The Executive will not join any boards or accept other external professional commitments without prior approval of the Board. 
 1.3 The Executive agrees that the employment created hereby may be with such affiliate of CHC as CHC may designate from time to time for the purpose of employing executives of CHC provided that CHC shall
guaranty the performance of such affiliate of its obligations to the Executive. 







 1.4 CHC and the Executive shall use all commercially reasonable efforts to obtain the necessary Canadian
visas and work permits required for the Executive to perform his duties hereunder and CHC shall reimburse the Executive for all reasonable expenses, including legal fees and administrative charges, incurred by the Executive in connection with
obtaining such visas and/or work permits. 
  

	2.	TERM OF EMPLOYMENT 

 2.1 This Agreement
shall be for an indefinite term which commenced on October 4, 2010 subject to the right of CHC or the Executive to terminate it in accordance with the provisions set out in paragraph 5 hereof. 

 

	3.	COMPENSATION 

 The
Executive shall be paid the following compensation: 
 3.1 Base Salary. CHC shall pay the Executive a base salary (the “Base
Salary”) of US$450,000.00 per annum. At the end of each fiscal year, CHC shall review the amount of the Executive’s Base Salary and shall maintain or increase such Base Salary for the following year to such amount as the President and
Chief Executive Officer in consultation with the Compensation Committee of the Board may determine in its discretion. Base Salary shall be payable in accordance with CHC’s normal payroll practices as in effect from time to time, but in no event
less frequently than once each calendar month. 
 3.2 Vacation. The Executive shall be entitled to four (4) weeks vacation per
annum. The vacation shall be taken at a time mutually convenient to CHC and the Executive and in accordance with CHC’s vacation policy. 

3.3 Incentive Plans. The Executive shall be eligible to participate in the Short Term Incentive Plan (STIP) and the Share Incentive Plan
(collectively, the “Plans”) provided that eligibility to participate in the Plans is governed by the terms thereof. 
 3.4 Other
Compensation Arrangements. The Executive shall be eligible to participate in other bonus, compensation and stock option arrangements as approved from time to time by the Board. 
 3.5 Automobile. CHC will provide the Executive with an automobile allowance of US$900 per month and shall pay all reasonable operating costs for the use of the vehicle. 

3.6 Other Benefits. The Executive shall be entitled to participate in all employee insurance and other benefit plans as may be provided by CHC to
its executive employees which may include medical, dental, insurance and other plans as may be introduced, changed or terminated from time to time by CHC. 
 3.7 Pension Plan. The Executive will be eligible to participate in CHC’s designated defined contribution pension plan in accordance with the terms of that plan. 

  
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	4.	EXPENSES 

 CHC shall promptly reimburse
the Executive for: 
 4.1 All reasonable expenses paid or incurred by the Executive in connection with the performance of the Executive’s
duties and responsibilities hereunder, including travel expenses to and from Phoenix, Arizona, upon presentation of expense vouchers or other appropriate documentation. 
 4.2 All reasonable professional expenses, such as licenses and dues and professional educational expenses, paid or incurred by the Executive during the Term. 

4.3 The costs of a personal computer, cellular telephone and fax machine for the Executive’s residence, including the monthly fees related to such
devices. 
  

	5.	TERMINATION 

 This Agreement may be
terminated by CHC or by the Executive in accordance with the terms of this paragraph 5. 
 5.1 Definitions. For the purpose of this
paragraph 5 the following terms shall have the following meaning: 
  

	 	(a)	“Cause” shall mean: 

  

	 	(i)	the Executive’s wilful and continued failure to substantially perform the duties and responsibilities of his position or otherwise fail to comply with any of the
material provisions of this Agreement; 

  

	 	(ii)	an act of gross negligence on the part of the Executive in the performance of the duties and responsibilities of his position; 


 

	 	(iii)	the commission by the Executive of any activity constituting a material violation or breach under any federal, provincial or local law or regulation (excluding for
greater certainty minor traffic violations); 

  

	 	(iv)	fraud, breach of fiduciary duty, dishonesty, misappropriation or other intentional material damage to the property or business of the CHC Group by the Executive; or


  

	 	(v)	the Executive’s admission or conviction of, any offence that, in the judgment of the Board, adversely affects the CHC Group’s reputation or the
Executive’s ability to carry out his responsibilities under this Agreement. 

  

	 	(b)	“Change in Control” means the occurrence of any of the following events: 


 

	 	(i)	a transaction or series of transactions as a result of which there is direct or indirect acquisition, by a “person” or “group” of persons (as such
terms are used in Rule 13d-3 under the Securities Exchange Act of 1934 as now and hereafter amended), other than the person or group of persons (or their respective affiliates) who hold at least 50% of the voting securities of CHC Helicopter
SaRL on the effective date of this Agreement, acting jointly or in concert, of voting securities of CHC Helicopter SaRL that when taken together with any voting securities owned directly or indirectly by such person or group of persons at the time
of the acquisition, constitute 50% or more of the outstanding voting securities of CHC Helicopter SaRL; 


  
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	 	(ii)	the consummation of a merger, amalgamation, consolidation, reorganization or other business combination after which the present holders of voting securities of CHC
Helicopter SaRL (or their respective affiliates) do not collectively own 50% or more of the voting securities of the entity surviving such merger, amalgamation, consolidation, reorganization or other business combination; 


 

	 	(iii)	there is a sale, transfer or other disposition of all or substantially all of the assets of CHC Helicopter SaRL; or 


 

	 	(iv)	there is a liquidation, dissolution or winding-up of CHC Helicopter SaRL, 

 but does not include any broad public offering of securities of CHC Helicopter SaRL or any transaction, including a dissolution or wind up whereby the assets of CHC Helicopter SaRL remain with an
affiliate or subsidiary of CHC Helicopter SaRL, that may occur between CHC Helicopter SaRL, any affiliate or subsidiary of CHC Helicopter SaRL or, as applicable, any person associated with CHC Helicopter SaRL or any affiliate or subsidiary of CHC
Helicopter SaRL, which, but for such relationship the transaction would otherwise constitute a Change in Control hereunder. 
  

	 	(c)	“Change in Control Period” shall mean a date that is within one hundred and eighty (180) days after the consummation of a Change in Control.


  

	 	(d)	“Good Reason” shall mean: 

  

	 	(i)	the Executive’s position is changed to one of lesser stature than that of Senior Vice President, Human Resources, so that Executive no longer reports to the
President and Chief Executive Officer; 

  

	 	(ii)	the Executive is assigned duties inconsistent with his position or duties hereunder and which result in a material reduction in the nature or scope of the powers,
authority, functions, or duties of the Executive; 

  

	 	(iii)	a material decrease in the Executive’s compensation under this Agreement or a failure by CHC to pay any material amounts due to the Executive hereunder or
otherwise comply with any of the material provisions of this Agreement; or 


  
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	 	(iv)	the Executive is required to perform his principal duties at a location that is more than one hundred and fifty (150) kilometres from the location at which the
Executive initially performs such duties under this Agreement. 

  

	 	(e)	“Notice of Termination” shall mean a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets
forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specifies the proposed termination date. No purported termination of
Executive’s employment shall be effective without a Notice of Termination. 

  

	 	(f)	“Permanent Disability” shall mean a physical or mental disability such that the Executive is substantially unable to perform those duties that the Executive
would otherwise be expected to perform and the non-performance of such duties has continued for any one hundred and twenty (120) consecutive days or one hundred and eighty (180) non-consecutive days in any twelve (12) consecutive
months. 

 5.2 Termination for Cause 
 The Executive’s employment under this Agreement may be terminated by CHC for Cause by giving the Executive Notice of Termination. The Executive shall have ten (10) business days after such
Notice of Termination is received to cure such conduct, to the extent cure is possible. Notwithstanding the foregoing CHC may not terminate the Executive’s employment for Cause unless the Executive is provided with written notice and the
opportunity to address a special meeting called by the Board to consider the termination of the Executive’s employment and the termination is approved by the Board at such meeting. The Executive shall be provided with written notice of this
meeting no less than five (5) days prior. If the Executive’s employment is terminated by CHC for Cause, CHC shall pay to the Executive all amounts properly due and owing up to the date of termination and shall have no further compensation
obligations to the Executive under this Agreement. 
 5.3 Termination for Death or Disability 

The Executive’s employment under this Agreement will be terminated upon the death of the Executive or upon the Executive becoming permanently
disabled. While CHC will attempt to accommodate any Permanent Disability suffered by the Executive, CHC and the Executive recognize it is a fundamental term of this Agreement that the Executive be able to attend actively at work in British Columbia
(or future locations of a CHC head office) and frequently to travel globally. The Executive acknowledges and agrees that, given the nature of CHC’s business and the critical importance of the Executive’s position in the operations of CHC,
it would constitute an unreasonable accommodation on the part of CHC to operate without the services of the Executive for more than one hundred and twenty (120) consecutive days or for more than one hundred and eighty (180) non-consecutive
days in any twelve (12) consecutive months. Further, the Executive acknowledges that it would be impractical for CHC to hire a replacement for the 

  
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Executive, unless the replacement is hired on a permanent basis. In the event that the Executive’s employment is terminated as a result of death or Permanent Disability, CHC shall pay to the
Executive or to the Executive’s estate the amounts set out in paragraph 5.4(a) of this Agreement, subject to the requirements of paragraph 5.4(b) and the terms of paragraph 10.3 of this Agreement in the manner set out therein. 

5.4 Termination by CHC other than for Cause, Disability or Death 
  

	 	(a)	CHC may terminate the employment of the Executive on written notice to the Executive and upon such termination shall provide to the Executive: 


 

	 	(i)	Base Salary accrued to the date of termination; 

  

	 	(ii)	A lump sum amount to reflect the bonus the Executive would have earned under the STIP in the year of termination pro-rated according to the number of days in the year
prior to the termination date, divided by 365. Any pro-rated bonus shall be based on the average bonus earned by the Executive under the STIP in each of the two years immediately preceding the year in which the termination occurred. In the event the
Executive is terminated prior to completing two years of service, the pro-rated bonus shall be calculated based on the prior year bonus under the STIP and in the event the Executive is terminated prior to completing one year of service, the
pro-rated bonus shall be based on the target bonus under the STIP for the uncompleted year of service; 

  

	 	(iii)	Any expense amounts properly accruing to the Executive pursuant to paragraph 4 or otherwise reimbursable to the Executive under this Agreement;


  

	 	(iv)	In addition to the above, the Executive shall be entitled to: 

  

	 	(1)	a lump sum amount equal to twelve (12) months of the Executive’s then Base Salary; 


 

	 	(2)	subject to the terms and conditions of the applicable benefit plan, the continuation of the Executive’s medical and insurance benefits, as set out in paragraph 3.6
of this Agreement for a period of twelve (12) months. 

  

	 	(b)	The Executive understands and agrees that prior to receiving the payments noted in paragraphs 5.4(a) or (b) he will sign a general release in a form satisfactory
to CHC and to the Executive. The general release shall not release the obligation to make such payments or any obligations which under the terms of paragraph 22 below are to survive. 


  
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 5.5 Termination on a Change in Control or Good Reason 

 

	 	(a)	During the Change in Control Period, if the Executive’s employment with CHC is terminated, other than for Cause, CHC will, immediately upon termination of
employment, pay to the Executive the amount of payments and benefits set out in paragraph 5.4(a), subject to the requirements of paragraph 5.4(b) and the terms of paragraph 10.3, of this Agreement. 


 

	 	(b)	Upon the occurrence of a Good Reason event, at the Executive’s election, of which the Executive shall advise CHC, by notice in writing within ninety (90) days
of the event, and provided that the event described herein has not been remedied by CHC within thirty (30) days of receiving the said notice in writing, the Executive’s employment under this Agreement shall be deemed to have been
terminated by CHC and CHC will, immediately upon termination of employment, pay to the Executive the amount of payments and benefits set out in paragraph 5.4(a), subject to the requirements of paragraph 5.4(b) and the terms of paragraph 10.3, of
this Agreement. 

 5.6 Resignation by the Executive 
 The Executive shall have the right to terminate his employment under this Agreement upon giving CHC at least three (3) months prior written notice of resignation. CHC may, at its option, waive such
notice and if it does so, the Executive shall be deemed to have resigned as of the date CHC waives such notice. If the Executive’s employment is terminated under this paragraph 5.6, CHC shall pay to the Executive all amounts properly arising up
to the date of termination and shall have no further compensation obligations to the Executive under this Agreement. 
 5.7 No Further
Payments 
 The Executive acknowledges and agrees that unless otherwise expressly agreed in writing between the Executive and CHC, the
Executive shall not be entitled, by reason of the Executive’s employment with CHC or by reason of any termination of such employment, howsoever arising, to any remuneration, compensation or other benefits other than those expressly provided for
or referenced in this Agreement. 
  

	6.	INDEMNIFICATION 

 The Executive shall be
indemnified and held harmless by CHC against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him, (other than by reason of the Executive’s dishonesty, wilful default or fraud), in or
about the conduct of the business or affairs of the CHC Group (including as a result of any mistake of judgement) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of
the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the CHC Group or its affairs in any court whether in Canada or elsewhere. Notwithstanding the
foregoing, if the Executive’s employment has been terminated for Cause, and such event constituting cause is directly related to the Executive’s need for indemnification, CHC shall have no obligation whatsoever to indemnify the Executive
for any claim arising out of such event constituting Cause. 

  
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	7.	CONFIDENTIAL INFORMATION 

 7.1 The
Executive acknowledges that, by reason of the Executive’s employment with CHC, the Executive will have access to Confidential Information, as hereinafter defined, of CHC, that CHC has spent time, effort and money to develop and acquire. For the
purposes of this paragraph 7.1, any reference to “CHC” shall mean CHC and its affiliates and subsidiaries. The term “Confidential Information” as used in this Agreement means all trade secrets, proprietary information and other
data or information (and any tangible evidence, record or representation thereof) whether prepared, conceived or developed by an employee or agent of CHC (including the Executive) or received by CHC from an outside source which is maintained in
confidence by CHC or the outside source who provided the information in question. Without limiting the generality of the foregoing, Confidential Information includes information of CHC pertaining to: 

 

	 	(a)	any ideas, improvements, know-how, research, inventions, innovations, products, services, sales, processes, methods, machines, procedures, tests, treatments,
developments, technical data, designs, devices, patterns, concepts, computer programs or software, records, data, training or service manuals, plans for new or revised services or products or other plans, items or strategy methods on compilation of
information, or works in process, or any inventions or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form) that relate to the business or affairs of CHC or
that result from its marketing, research and/or development activities; 

  

	 	(b)	the identities of clients and potential clients, customers and potential customers (collectively, “Customers”); the identities of contact persons at
Customers; the preferences and needs of Customers; customer contact persons; information regarding sales terms, service plans, methods, practices, strategies, forecasts, know-how, and other marketing techniques; the identities of key accounts,
potential key accounts; the identities of suppliers and contractors, and all information about those supplier and contractor relationships such as contact person(s), pricing and other terms; 


 

	 	(c)	any information relating to the relationship of CHC with any personnel, suppliers, principals, investors, contacts or prospects of CHC and any information relating to
the requirements, specifications, proposals, orders, contracts or transactions of or with any such persons; 

  

	 	(d)	any marketing material, plan or survey, business plan, opportunity or strategy, development plan or specification or business proposal; 


 

	 	(e)	financial information, including CHC’s costs, financing or debt arrangements, income, profits, salaries or wages; and 


 

	 	(f)	any information relating to the present or proposed business of CHC. 


  
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 7.2 The Executive acknowledges that the Confidential Information is a valuable and unique asset of CHC and
that the Confidential Information is and will remain the exclusive property of CHC. 
 7.3 The Executive agrees to maintain securely and hold in
strict confidence all Confidential Information received, acquired or developed by the Executive or disclosed to the Executive as a result of or in connection with the Executive’s association with CHC. The Executive agrees that, both during the
term of this Agreement and after the termination of the Executive’s employment with CHC, the Executive will not, directly or indirectly, divulge, communicate, use, copy or disclose or permit others to use, copy or disclose, any Confidential
Information to any person, except as such disclosure or use is required to perform the Executive’s duties hereunder. The obligation of confidentiality imposed by this Agreement shall not apply to information that appears in issued patents or
printed publications, that otherwise becomes generally known in the industry through no act of the Executive in breach of this Agreement, or that is required to be disclosed by court order or applicable law. 

7.4 The Executive understands that CHC has from time to time in its possession information belonging to third parties or which is claimed by third
parties to be confidential or proprietary and which CHC has agreed to keep confidential. The Executive agrees that all such information shall be Confidential Information for the purposes of this Agreement. 

7.5 For purposes of the copyright laws of the United States of America, to the extent, if any, that such laws are applicable to any Confidential
Information, it shall be considered a work made for hire and CHC shall be considered the author thereof. 
 7.6 The Executive agrees that
documents, copies, records and other property or materials made or received by the Executive that pertain to the business and affairs of CHC, including all Confidential Information which is in the Executive’s possession or under the
Executive’s control are the property of CHC and that the Executive will return same and any copies of same to CHC immediately upon termination of this Agreement or at any time upon the request of CHC. 

7.7 Notwithstanding the foregoing terms of this paragraph 7, the Executive shall be permitted to retain copies of this Agreement, and any documentation
related to this compensation, benefits and equity rights arising under or contemplated by this Agreement. 
  

	8.	DISCLOSURE OF DISCOVERIES, IDEAS AND INVENTIONS 

 8.1 Any new technology, knowledge or information developed by the Executive related to the business of CHC during the term of this Agreement shall be the exclusive property of CHC to the extent that such
technology, knowledge or information is owned by the Executive. 
 8.2 The Executive acknowledges that all Confidential Information (as defined
above) and all other discoveries, know-how, inventions, ideas, concepts, processes, products, protocols, treatments, methods, tests and improvements, computer programs, or parts thereof, conceived, developed, reduced to practice or otherwise made by
him either alone or with others, during the course of his employment with CHC pursuant to this Agreement or any previous employment agreements or arrangements between the Executive and CHC, whether or not conceived, developed, reduced to practice or
made during the Executive’s regular working hours or on the 

  
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premises of CHC (collectively “Inventions”), and any and all services and products which embody, emulate or employ any such Inventions will be the sole property of CHC and all
copyrights, patents, patent rights, trademarks, service marks and reproduction rights to, and other proprietary rights in, each such Invention, whether or not patentable or copyrightable, will belong exclusively to CHC. For purposes of the copyright
laws of the United States of America, to the extent, if any, that such laws are applicable to any such Invention or any such service or product, it will be considered a work made for hire and CHC will be considered the author thereof. 

8.3 The Executive shall disclose promptly to CHC, its successors or assigns, any Inventions. 
 8.4 The Executive hereby assigns and agrees to assign all his rights, title and interest in the Inventions, to CHC or its nominee. 
 8.5 Whenever requested to do so by CHC, the Executive shall execute any and all applications, assignments or other instruments which CHC shall deem necessary to apply for and obtain patents or copyrights
of Canada, the United States or any foreign country or to otherwise protect CHC’s interest in the Inventions and shall assist CHC in every proper way (entirely at CHC’s expense, including reimbursement to the Executive for all expense and
loss of income) to obtain such patents and copyrights and to enforce them. 
 8.6 The Executive hereby waives for the benefit of CHC and its
successors and assigns any and all moral rights in respect of any Inventions. 
  

	9.	NON-COMPETITION 

 9.1 The Executive
recognizes and understands that in performing the duties and responsibilities of his employment as provided in this Agreement, he will occupy a position of high fiduciary trust and confidence, pursuant to which he will develop and acquire wide
experience and knowledge with respect to all aspects of CHC’s Global helicopter services and other businesses carried on by CHC and its affiliates and the manner in which such businesses are conducted. It is the express intent and agreement of
the Executive and CHC that such knowledge and experience shall not be used in any manner which would be detrimental to the business interests of CHC and such affiliates whether during the currency of his employment by CHC or at any time following
the termination of his employment with CHC. The Executive covenants and agrees with CHC that the Executive will not, without the prior written consent of CHC, at any time within a period of twelve (12) months following the termination of the
Executive’s employment for any reason, either individually or in partnership or in conjunction with any person, whether as principal, agent, shareholder, director, officer, employee, investor, or in any other manner whatsoever, directly or
indirectly, advise, manage, carry on, be engaged in, own or lend money to, or permit the Executive’s name or any part thereof to be used or employed by any person managing, carrying on or engaged in a business of supplying global, national or
local helicopter (including helicopter maintenance) services. 
 9.2 The Executive shall not, for a period of twelve (12) months after the
termination of employment for any reason, without the prior written consent of CHC, for his account or jointly with another, either directly or indirectly, for or on behalf of himself or any individual, partnership, corporation or other legal
entity, as principal, agent, employee or otherwise, solicit, influence, entice or induce, attempt to solicit, influence, entice or induce: 
  

	 	(a)	any person who is employed by CHC or any affiliated company to leave such employment; or 


  
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	 	(b)	any person, firm or corporation whatsoever, who or which has at any time in the last two (2) years of the Executive’s employment with CHC or any predecessor
of CHC, been a customer of CHC, an affiliate company, or of any of their respective predecessors, provided that this subsection shall not prohibit the Executive from soliciting business from any such customer if the business is in no way similar to
the business carried on by CHC, an affiliated company, any of their respective predecessors, subsidiaries or associates to cease its relationship with CHC or any affiliated company. 


 

	10.	INJUNCTIVE RELIEF 

 10.1 The Executive
understands and agrees that CHC has a material interest in preserving the relationships it has developed with its customers against impairment by competitive activities of a former employee. Accordingly, the Executive agrees that the restrictions
and covenants contained in paragraphs 7, 8, and 9 are reasonably required for the protection of CHC and its goodwill and that his agreement to same by his execution of this Agreement are of the essence to this Agreement and constitute a material
inducement to the company to enter into this Agreement and to employ the Executive, and that CHC would not enter into this Agreement absent such an inducement. 
 10.2 The parties recognize that a breach by the Executive of any of the covenants herein contained would result in damages to CHC and that CHC could not adequately be compensated for such damages by
monetary award. Accordingly, the Executive agrees that in the event of any such breach, in addition to all other remedies available to CHC at law or in equity, CHC shall be entitled as a matter of right to apply to a court of competent jurisdiction
for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement. 
 10.3 The parties further agree that a breach by the Executive of any of the covenants contained in paragraphs 7, 8 or 9 will nullify and make void the obligation that CHC has to make the payments referred
to in paragraph 5 and where such payments have already been made, the Executive agrees to reimburse CHC the amount paid. Where the Executive fails to reimburse CHC, the amount paid to the Executive shall be a debt due and owing from the Executive to
CHC. 
 10.4 The parties agree that all restrictions in paragraphs 7, 8, and 9 of this Agreement are necessary and fundamental to the protection
of the business of CHC and are reasonable and valid, and all defences to the strict enforcement thereof by CHC are hereby waived by the Executive. 

  
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	11.	REPRESENTATION AND WARRANTY OF THE EXECUTIVE 

 The Executive represents and warrants that he is not under any obligation, contractual or otherwise, to any other firm or corporation, which would prevent his entry into the employ of CHC or his
performance of the terms of this Agreement. 
  

	12.	ENTIRE AGREEMENT; AMENDMENT 

 12.1 This
Agreement contains the entire agreement between CHC and the Executive with respect to the subject matter hereof, and may not be amended, waived, changed, modified or discharged except by an instrument in writing executed by the parties hereto.

 12.2 The Executive acknowledges and agrees that this Agreement replaces and supersedes any previous employment agreement with CHC, including,
without limitation, the Prior Agreement. 
  

	13.	ASSIGNABILITY 

 The services of the
Executive hereunder are personal in nature, and neither this Agreement nor the rights or obligations of CHC hereunder may be assigned by CHC, whether by operation of law or otherwise, without the Executive’s prior written consent. This
Agreement shall be binding upon, and inure to the benefit of, CHC and their permitted successors and assigns hereunder. This Agreement shall not be assignable by the Executive, but shall inure to the benefit of the Executive’s heirs, executors,
administrators and legal representatives. 
  

	14.	NOTICE 

 Any notice that may be given
hereunder shall be in writing and be deemed given when hand delivered and acknowledged or, if mailed, one day after mailing by registered or certified mail, return receipt requested, or if delivered by an overnight delivery service, one (1) day
after the notice is delivered to such service, to either party hereto at their respective addresses stated above, or at such other address as either party may by similar notice designate. 

 

	15.	NO THIRD PARTY BENEFICIARIES 

 Nothing in
this Agreement, express or implied, is intended to confer upon any person or entity other than the parties (and the Executive’s heirs, executors, administrators and legal representatives and the permitted transferees of the Options) any rights
or remedies of any nature under or by reason of this Agreement. 
  

	16.	SUCCESSOR LIABILITY 

 CHC shall require
any subsequent successor, whether direct or indirect, by purchase, merger, consolidation or otherwise,’ to all or substantially all of the business assets of CHC to assume expressly and agree to perform this Agreement in the same manner and to
the same extent that CHC would be required to perform it if no such succession had taken place. 

  
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	17.	MITIGATION 

 The Executive shall not be
required to mitigate the amount of the payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by the
Executive as the result of employment by another employer or by retirement benefits payable after the termination of this Agreement, except that CHC shall not be required to provide the Executive and his eligible dependents with medical insurance
coverage as long as the Executive and his eligible dependents are receiving comparable medical insurance coverage from another employer. 
  

	18.	WAIVER OF BREACH 

 The failure at any time
to enforce or exercise any right under any of the provisions of this Agreement or to require at any time performance by the other parties of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect
either the validity of this Agreement or any part hereof, or the right of any party hereafter to enforce or exercise its rights under each and every provision in accordance with the terms of this Agreement. 

 

	19.	NO ATTACHMENT 

 Except as required by law,
no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment by
operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect; provided, however, that nothing in this paragraph 19 shall preclude the assumption of such rights by executors,
administrators or other legal representatives of the Executive or his estate and their assigning any rights hereunder to the person or persons entitled thereto. 
  

	20.	ARBITRATION 

 Any dispute arising out of
or relating to the application or interpretation of this Agreement shall be submitted to binding arbitration in accordance with the provisions of the Commercial Arbitration Act of British Columbia except for any dispute arising from paragraph
10 when injunctive relief may be reasonably required. 
  

	21.	SEVERABILITY 

 The invalidity or
unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision hereof shall in no way affect the validity or enforceability of any other provision, or any part thereof, but this Agreement shall be
construed as if such invalid or unenforceable term, phrase, clause, paragraph, restriction, covenant, agreement or other provision had never been contained herein unless the deletion of such term, phrase, clause, paragraph, restriction, covenant,
agreement or other provision would result in such a material change as to cause the covenants and agreements contained herein to be unreasonable or would materially and adversely frustrate the objectives of the parties as expressed in this
Agreement. 

  
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	22.	SURVIVAL 

 The obligations set out in
paragraphs 3,4, and 5 of this Agreement shall survive the termination of this Agreement and shall remain binding upon CHC until such time as such benefits are paid in full to the Executive or his estate. The obligations set out in paragraphs
6, 7, 8 and 10 of this Agreement shall survive indefinitely and the obligations set out in paragraph 9 shall survive for twelve (12) months following termination of the Executive’s employment under this Agreement. 

 

	23.	EMPLOYMENT STANDARDS ACT 

 In the event
that minimum standards in the Employment Standards Act, R.S.B.C. 1996, c. 113, or any other employment standards legislation, that may be applicable are more favourable to the Executive in any respect, including but not limited to the
provisions herein in respect of notice of termination or vacation entitlement, the provisions of the Employment Standards Act, or such other applicable employment standards legislation, shall apply. 

 

	24.	CONSTRUCTION 

 Except as otherwise
provided in paragraph 25, this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without giving effect to principles of conflict of laws. All
headings in this Agreement have been inserted solely for convenience of reference only, are not to be considered a part of this Agreement and shall not affect the interpretation of any of the provisions of this Agreement. 

 

	25.	COMPLIANCE WITH 409A 

 To the extent
applicable, it is intended that this Agreement (including all amendments thereto) comply with the provisions of Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”), so that the income inclusion
provisions of Section 409A (a)(l) of the Code do not apply to Executive. This Agreement shall be interpreted and administered in a manner consistent with this intent. 

 

	26.	INDEPENDENT LEGAL ADVICE 

 The Executive
agrees that the contents, terms and effect of this Agreement have been explained to him by a lawyer and are fully understood or that the Executive has waived his right to seek legal advice but fully understands and accepts the contents, terms and
effect of this Agreement. 
  

	27.	COUNTERPARTS 

 This Agreement may be
executed in one or more counterparts in pdf. format or otherwise, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to constitute one and the same agreement. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. 

  
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	Michael Summers	  		 	Witness
			
	Heli-One America Support LLC	  		 	
			
	 




	  		 	
	William J. Amelio	  		 	
			
	Authorized Signatory	  		 	


  
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