ex10w3-031308.htm


    
      

      

    


    AMENDMENT TO EMPLOYMENT
AGREEMENT

     

    This
Amendment to Employment Agreement (this “Amendment”) is entered into this 10th
day of March, 2008, by and between Bristow Group Inc. (the “Company”), and Mark
B. Duncan, an individual (the “Executive”).  The Company and the
Executive are sometimes hereinafter each referred to as a “Party” and
collectively as the “Parties”.

     

    WHEREAS,
the Parties entered into that certain Amended and Restated Employment Agreement
(the “Agreement”) on June 6, 2006, but effective as of January 24, 2005, setting
forth the terms under which the Company would employ the Executive;
and

     

    WHEREAS,
the Parties desire to amend the Agreement in writing as provided under Section
9(a) of the Agreement.

     

    NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby expressly acknowledged, the Parties agree as
follows:

     

    1. Amendment of the
Agreement.

     

    The
Parties agree to modify and amend the Agreement as follows:

     

    1.1 The last
sentence of Section 2(b) of the Agreement is hereby amended to read as
follows:

     

    “Each
such Annual Bonus shall be paid following the end of the fiscal year for which
the Annual Bonus is awarded and no later than two and one-half months after the
end of the fiscal year for which awarded unless the Executive shall elect to
defer the receipt of such Annual Bonus under and in accordance with the
Company’s deferred compensation plan.”

     

    1.2 The first
clause of Section 4(a)(i) is hereby amended to read as follows:

     

    “The
Company shall pay to the Executive in a lump sum in cash, at the time provided
in Section 4(d), the aggregate of the following amounts:”

     

    1.3 A new
Section 4(d) shall be added at the end of Section 4 to read as
follows:

     

    “(d)  Time and Form of
Payment.  Payment of the lump sum payment described in Section
4(a)(i) and of the Accrued Amounts under Sections 4(b) and 4(c) shall be made in
a lump sum in cash within 30 days after the Date of Termination, provided that
with respect to termination of employment for reasons other than death, the
payment at such time can be characterized as a ‘short-term deferral’ for
purposes of Code Section 409A or as otherwise exempt from the provisions of Code
Section 409A, or if any portion of the payment cannot be so characterized, and
the Executive is a ‘specified employee’ under Code Section 409A, such portion of
the payment shall be delayed until the earlier to occur of the Executive’s death
or the date that is six months and one day following the Executive’s termination
of employment.”

    
      
        
        

      

      
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    1.4 The third
sentence of Section 9(a) of the Agreement is hereby amended and a new sentence
is added immediately thereafter to read as follows:

     

    “In the
event of a Delaware Proceeding, the Company shall pay all of the Executive’s
reasonable travel expenses incurred by him for the Executive’s travel between
the Executive’s principal residence and/or principal place of business at such
time and Delaware in connection with such Delaware Proceeding, provided that
such travel expenses are incurred during the course of the Delaware
Proceeding.  Payment or reimbursement of such travel expenses shall be
made promptly and in no event later than December 31 of the year following the
year in which such expenses were incurred, and the amount of such travel
expenses eligible for payment or reimbursement in any year shall not affect the
amount of such expenses eligible for payment or reimbursement in any other
year.”

     

    1.5 The
second sentence of Section 9(g) of the Agreement is hereby amended and a new
sentence is added immediately thereafter to read as follows:

     

    “In the
event that the validity of this Agreement is challenged (other than by the
Executive or the Executive’s representatives), the Executive’s reasonable
expenses incurred therewith during the course of such challenge shall be
reimbursed by the Company.  Reimbursement of such expenses shall be
made promptly and in no event later than December 31 of the year following the
year in which such expenses were incurred, and the amount of such expenses
eligible for reimbursement in any year shall not affect the amount of such
expenses eligible for reimbursement in any other year.”

     

    1.6 A new
second sentence of Section 9(l) shall be added to read as follows:

     

    “The
Parties intend that this Agreement and the benefits provided hereunder be
interpreted and construed to comply with Code Section 409A to the extent
applicable thereto.”

     

    1.7 Section
10(a)(i)(4) of the Agreement is hereby amended to read as follows:

     

    “(4) any
accrued but unused vacation allowances for the year in which the Date of
Termination occurs, and”

     

    1.8 Section
10(a)(ii)(4) of the Agreement is hereby amended to read as follows:

     

    “(4) any
accrued vacation pay to the extent not theretofore paid, and”

     

    1.9 Section
10(aa)(i) of the Agreement is hereby amended to read as follows:

     

    “(i) a
material failure by the Company to comply with any of the material provisions
regarding the Executive’s position and duties set forth in Section 1 hereof or
the Executive’s compensation and benefits set forth in Section 2 hereof, other
than (A) an isolated, insubstantial or inadvertent failure not occurring in bad
faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Executive, or (B) to the extent necessary to avoid the
imposition of any additional tax under Code Section 409A,”

     

    2. Capitalized
terms used but not defined in this Amendment shall have the meanings ascribed to
such terms in the Agreement.

    
      
        
        

      

      
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    3. This
Amendment, which may be executed in one or more counterparts, is executed as and
shall constitute an amendment to the Agreement and shall be construed in
connection with and as a part of the Agreement.  Except as amended by
this Amendment, all the terms and provisions of the Agreement shall remain in
full force and effect.

     

    4. This
Amendment embodies the entire agreement and understanding between the Parties
related to the subject matter hereof and supersedes and replaces any other
agreement or understanding between the Parties regarding the subject matter of
this Amendment, whether written or oral, prior to this
Amendment.  This Amendment may not be modified, amended, varied or
supplemented except by an instrument in writing signed by the Company and the
Executive.

     

    5. This
Amendment shall be interpreted and enforced in accordance with the laws of the
State of Delaware, without regard to any conflict of laws rule or
provision.

     

    IN
WITNESS WHEREOF, each Party has executed this Amendment effective as of the date
first written above.

     

    BRISTOW
GROUP INC.

     

    
      	 	 By:	 /s/ Perry L.
      Elders	 
	 	 Name:	 Perry L.
      Elders
	 	 Title	 Executive Vice
      President and
	 	 	 Chief
      Financial Officer
	 	 /s/ Mark B. Duncan. 	
               

               

               

               

            
	 	
              Mark
      B. Duncan

            


    

     

     

    
      
        
        

      

      
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