exv10w2






EXHIBIT 10.2




FORM OF PHI, INC.

RESTRICTED STOCK UNIT AGREEMENT

under

the

AMENDED AND RESTATED

PETROLEUM HELICOPTERS, INC.

1995 INCENTIVE COMPENSATION PLAN



EMPLOYEE:          Al Gonsoulin; Employee Number: __________



AWARD DATE:       November 4, 2011



TOTAL NUMBER OF RESTRICTED STOCK UNITS: 83,978



VESTING SCHEDULE:       January 1, 2013




     This document (referred to below as the “Agreement” or the “Award Agreement”) spells out the
terms and conditions of the Restricted Stock Units provided by PHI, Inc., a Louisiana corporation
(the “Company”), to the individual employee designated above (the “Employee”) pursuant to the
Amended and Restated Petroleum Helicopters, Inc. 1995 Incentive Compensation Plan (the “Plan”) on
and as of the Award Date designated above. Except as otherwise defined herein, capitalized terms
used in this Agreement have the respective meanings set forth in the Plan.


The parties hereto agree as follows:




     1. Grant of Restricted Stock Units. Pursuant to the approval and direction of the
Compensation Committee of the Company’s Board of Directors (the “Committee”) under the authority
provided in Section 10 of the Plan for the grant of “Stock Awards,” the Company hereby grants to
the Employee, the number of restricted stock units specified above (the “Restricted Stock Units”).
Each Restricted Stock Unit constitutes the right to receive one share of voting Common Stock in the
future, subject to the terms and conditions of the Plan and this Agreement.



     2. Restrictions. The Restricted Stock Units may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily. The
Employee shall have no rights in the shares of Company voting Common Stock underlying the
Restricted Stock Units until the termination of the applicable Period of Restriction (as defined in
Section 4 below) or as otherwise provided in the Plan or this Agreement. The Employee shall not
have any voting rights with respect to the Restricted Stock Units.



     3. Restricted Stock Unit Account and Dividend Equivalents. The Company shall maintain
an account (the “Account”) on its books in the name of the Employee. Such Account shall reflect
the number of Restricted Stock Units awarded to the Employee, as such number may be adjusted under
the terms of the Plan, as well as any additional Restricted Stock Units credited as a result of
dividend equivalents, administered as follows:



 









 






          (a) The Account shall be for recordkeeping purposes only, and no assets or other amounts shall
be set aside from the Company’s general assets with respect to such Account.




          (b) As of each record date with respect to which a cash dividend is to paid with respect to
shares of voting Common Stock, the Company shall credit the Employee’s Account with an equivalent
number of Restricted Stock Units based upon the value of voting Common Stock on such date.




          (c) If dividends are paid in the form of shares of Common Stock rather than cash, then the
Employee will be credited with one additional Restricted Stock Unit for each share of Common Stock
that would have been received as a dividend had the Employee’s outstanding Restricted Stock Units
been shares of voting Common Stock.




          (d) Additional Restricted Stock Units credited via dividend equivalents shall vest or be
forfeited at the same time and on the same terms as the Restricted Stock Units to which they
relate.



     4. Period of Restriction. Subject to the provisions of the Plan and this Agreement,
unless vested or forfeited earlier as described in Section 5, 6 or 7 of this Agreement, as
applicable, the Restricted Stock Units awarded hereunder shall become vested as of the vesting date
or dates indicated in the introduction to this Agreement. The period prior to the vesting date
with respect to each Restricted Stock Unit is referred to as the “Period of Restriction.”



     5. Vesting upon Disability or Death. If, while the Restricted Stock Units are subject
to a Period of Restriction, the Employee becomes disabled (as “Disability” is defined in the
Company’s long-term disability policy) or dies, then any portion of the Restricted Stock Units
subject to a Period of Restriction shall become fully vested as of the date of such Disability or
death without regard to the Period of Restriction set forth in Section 4 of this Agreement.



     6. Forfeiture upon Termination due to Reason Other than Disability or Death. If,
while the Restricted Stock Units are subject to a Period of Restriction, the Employee’s employment
with the Company (or a Subsidiary of the Company if the Employee is then in the employ of such
Subsidiary) terminates for a reason other than the Employee’s Disability or death, then the
Employee shall forfeit any portion of the Restricted Stock Units that is subject to a Period of
Restriction on the date of such employment termination.



     7. Vesting upon Change of Control. In the event of a Change of Control of the
Company, as defined in Section 12.12 of the Plan, pursuant to Section 12.12 of the Plan the
Restricted Stock Units shall vest and shall cease to be subject to the Period of Restriction set
forth in Section 4 of this Agreement.



     8. Settlement of Vested Restricted Stock Units. Except as otherwise provided below
under certain circumstances, as promptly as practicable after Restricted Stock Units cease to be
subject to a Period of Restriction and within the thirty (30) day period ending on the date the
Period of Restriction ends, the Company shall transfer to the Employee one share of voting Common
Stock for each Restricted Stock Unit becoming vested at such time. The Employee shall have no
rights as a stockholder with respect to the Restricted Stock Units awarded



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hereunder prior to the date of issuance to the Employee of a certificate or certificates for
the underlying shares of Common Stock or book entry evidence of ownership. Certificates for the
shares of Common Stock shall be issued and delivered to the Employee, the Employee’s legal
representative, or a brokerage account for the benefit of the Employee, as the case may be, or such
shares may be held in book entry form.




     9. Settlement Following Disability. In the event of Disability, settlement of the
Restricted Stock Units shall occur as promptly as practicable following the determination of
Disability, but no later than 30 days following Disability; provided, however, that if the
Restricted Stock Units are subject to the requirements of Internal Revenue Code Section 409A and
the regulations thereunder (“Section 409A”), and if the Disability does not also qualify as a
“disability” within the meaning provided in Section 409A, then the Restricted Stock Units shall
become vested on the date of the Disability, as such term is defined in the Company’s long-term
disability policy, but settlement shall not occur until the date settlement would occur if the
Period of Restriction had ended on the vesting date indicated in the introduction to the Agreement
and as provided in Section 8.



     10. Settlement Following Change of Control. In connection with or after the
occurrence of a Change of Control, as defined in Section 12.12 of the Plan, settlement of the
Restricted Stock Units shall occur upon or as promptly as practicable following the Change of
Control but no later than 30 days following the Change of Control; provided, however, that if the
Restricted Stock Units are subject to Section 409A and




     (a) if the Change of Control is not also considered a “change in control” within the meaning
of Section 409A, then the Restricted Stock Units shall become vested on the date of the Change of
Control, but settlement shall not occur until the date settlement would occur if the Period of
Restriction had ended on the Vesting Date indicated in the introduction to the Agreement and as
provided in Section 8; and




     (b) notwithstanding the terms of the Plan, the Committee cannot take any action with respect
to such settlement that would result in settlement occurring other than as provided in this Section
10, unless otherwise in compliance with Section 409A.



     11. Adjustment in Capitalization. In the event of any change in the Common Stock of
the Company, the provisions of Section 12.6 of the Plan shall govern such that the number of
Restricted Stock Units subject to this Agreement shall be equitably adjusted by the Committee.



     12. Tax Withholding.




     (a) Whenever a Period of Restriction applicable to the Employee’s rights to some or all of the
Restricted Stock Units lapses or another taxable event occurs, the Company or its agent shall
notify the Employee of the related amount of tax that must be withheld under applicable tax laws.
Regardless of any action the Company, any Subsidiary of the Company, or the Employee’s employer
takes or does not take with respect to any or all income tax, social security, payroll tax, payment
on account or other tax-related withholding (“Tax”) that the Employee is required to bear pursuant
to all applicable laws, the Employee hereby acknowledges



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and agrees that the ultimate liability for all Tax is and remains the responsibility of the
Employee.





          (b) Prior to receipt of any shares that correspond to Restricted Stock Units that vest in
accordance with this Agreement, the Employee shall pay or make adequate arrangements satisfactory
to the Company and/or any Subsidiary of the Company to satisfy all withholding and payment on
account obligations of the Company and/or any Subsidiary of the Company. Finally, the Employee
agrees to pay the Company or any Subsidiary of the Company any amount of any Tax that the Company
or’ any Subsidiary of the Company may be required to withhold as a result of the Employee’s
participation in the Plan that cannot be satisfied. The Company may refuse to deliver Common Stock
if the Employee fails to comply with its obligations in connection with the tax as described in
this section.




          (c) The Employee may elect to have shares of Common Stock withheld from the settlement to
satisfy the Employee’s withholding tax obligation as described in Section 12.8 of the Plan only
with the prior approval of the Committee.




          (d) The Company advises the Employee to consult his or her legal and/or tax advisors with
respect to the tax consequences for the Employee under the Plan.



     13. No Employment or Compensation Rights. Participation in the Plan is subject to all
of the terms and conditions of the Plan and this Agreement. This Agreement shall not confer upon
the Employee any right to continuation of employment by the Company or its Subsidiaries, nor shall
this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate
Employee’s employment at any time. Neither the Plan nor this Agreement forms any part of any
contract of employment between the Company or any Subsidiary and the Employee, and neither the Plan
nor this Agreement confers on the Employee any legal or equitable rights (other than those related
to the Restricted Stock Unit award) against the Company or any Subsidiary or directly or indirectly
gives rise to any cause of action in law or in equity against the Company or any Subsidiary.



     14. Plan Terms and Committee Authority. This Agreement and the rights of the Employee
hereunder are subject to all of the terms and conditions of the Plan, as it may be amended from
time to time, as well as to such rules and regulations as the Committee may adopt for
administration of the Plan. It is expressly understood that the Committee is authorized to
administer, construe and make all determinations necessary or appropriate for the administration of
the Plan and this Agreement, all of which shall be binding upon Employee. Any inconsistency
between this Agreement and the Plan shall be resolved in favor of the Plan. The Employee hereby
acknowledges receipt of a copy of the Plan and this Agreement.



     15. Amendment or Modification. Waiver. No provision of this Agreement may be amended
or waived unless such amendment or waiver is agreed to in writing, signed by the Employee and by a
duly authorized officer of the Company. No waiver of any condition or provision of this Agreement
shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any
prior time or any subsequent time.



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     16. Governing Law and Jurisdiction. This Agreement is governed by the substantive and
procedural laws of the state of Louisiana. The Employee and the Company shall submit to the
exclusive jurisdiction of, and venue in, the courts in Louisiana in any dispute relating to this
Agreement.



     17. Section 409A. It is intended that the payments and benefits provided under this
Agreement will comply with the requirements of Section 409A or an exemption therefrom. The
Agreement shall be interpreted, construed, administered, and governed in a manner that effects such
intent. No acceleration of the settlement of Restricted Stock Units shall be permitted unless
permitted under Section 409A.



     18. Recovery of Compensation. The Employee acknowledges and agrees that the
compensation awarded through this Agreement shall be recoverable by the Company if required by
federal law or requirements of applicable stock exchanges.



     IN WITNESS WHEREOF, this Agreement has been executed by a duly authorized officer of the
Company, and the Employee, to evidence his consent and approval of all the terms of this Agreement,
has duly executed this Agreement, as of the Award Date specified on page one of this Agreement.



	 	 	 	 	 
	 	COMPANY:



PHI, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EMPLOYEE:

 	 
	 	
 	 
	 	Al Gonsoulin 	 
	 	 	 
	 




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