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EXHIBIT 10.1




FORM OF INDEMNITY AGREEMENT




     This INDEMNITY AGREEMENT is made as of November 4, 2011 between PHI, Inc. (the “Corporation”), and                                     (“Indemnitee”).



     In consideration of Indemnitee’s continued service after the date hereof, the Corporation and
Indemnitee do hereby agree as follows:



     1. Agreement to Serve. Indemnitee shall serve or continue to serve as a director of the
Corporation, and any other corporation, subsidiary, partnership, joint venture, trust or other
enterprise of which he is serving at the request of the Corporation, and agrees to serve in such
capacities for so long as he is duly elected or appointed and qualified or until such earlier time
as he tenders his resignation in writing.



     2. Definitions. As used in this Agreement:



          (a) The term “Claim” shall mean any threatened, pending or completed claim, action, suit or
proceeding, including appeals, whether civil, criminal, administrative or investigative, and
whether made judicially or extra-judicially, including any action by or in the right of the
Corporation or a plan, entity or enterprise described in clauses (ii) and (iii) of Section 5(a)
hereof, or any separate issue or matter therein, as the context requires.




          (b) The term “Determining Body” shall mean (i) those members of the Board of Directors who are
not named (or, in the case of a threatened claim, not threatened to be named) as parties to the
Claim for which indemnification is sought (“Impartial Directors”), if there are at least two
Impartial Directors, or (ii) a committee of at least two Impartial Directors appointed by the Board
or a duly authorized committee thereof (regardless whether the directors voting on such appointment
are Impartial Directors), or (iii) if there are fewer than two Impartial Directors or if the Board
of Directors or the committee appointed pursuant to clause (ii) of this paragraph so directs
(regardless whether the directors voting on such appointment are Impartial Directors), independent
legal counsel, which may be the regular outside counsel of the Corporation, as designated by the
Impartial Directors or, if no such directors exist, the full Board of Directors.




          (c) The term “Disbursing Officer” shall mean the Chief Executive Officer of the Corporation
or, if the Chief Executive Officer has an interest in the Claim for which indemnification is being
sought, any officer who does not have such an interest and who is designated by the Chief Executive
Officer to be the Disbursing Officer with respect to indemnification requests related to the Claim,
which designation shall be made promptly after receipt of the initial request for indemnification
with respect to such Claim.




          (d) The term “Expenses” shall mean any expenses or costs including, without limitation,
attorney’s fees, judgments, punitive or exemplary damages, fines, excise taxes or amounts paid in
settlement, and if any of the foregoing amounts paid on behalf of Indemnitee are not deductible by
Indemnitee for federal or state income tax purposes, the term shall include an




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amount that, after
taking into account taxes on such amount, equals Indemnitee’s incremental tax liability.




          (e) The term “Insurance Policies” shall mean the directors and officers liability and company
reimbursement liability policies in effect on the date of this Agreement, a list of which has been
provided to Indemmitee contemporaneously with the execution and delivery of this Agreement.




          (f) The term “Standard of Conduct” shall have the meaning set forth in Section 5(b) hereof.




     3. Limitation of Liability. To the fullest extent permitted by Article VI of the
Articles of Incorporation of the Corporation as in effect on the date hereof, and, if and to the
extent such Article VI is amended to permit further limitations, in effect at any time prior to the
determination of liability that would exist but for the provisions of this Agreement, Indemnitee
shall not be liable for any breach of his fiduciary duty of care to the Corporation.



     4. Maintenance of Insurance and Self-Insurance. (a) The Corporation represents and
warrants that it presently maintains in force and effect the Insurance Policies, and Indemnitee
shall be furnished with a copy thereof upon his request. Subject only to the provisions of Section
4(b) hereof, the Corporation hereby agrees that, so long as Indemnitee shall continue to serve as a
director or officer or in any other capacity referred to in Section 5(a) hereof and thereafter so
long as Indemnitee shall be subject to any possible Claim, the Corporation shall use its
commercially reasonable best efforts to purchase and maintain in effect for the benefit of
Indemnitee one or more valid and enforceable policies of directors and officers liability insurance
providing, in all respects, coverage at least comparable to that currently provided pursuant to the
Insurance Policies.



          (b) The Corporation shall not be required to purchase and maintain the Insurance Policies or
any comparable policy or policies in effect if directors and officers liability insurance is not
reasonably available or if, in the reasonable business judgment of the then directors of the
Corporation, either (i) the premium cost for such insurance is excessive in light of the amount of
coverage or (ii) the coverage provided by such insurance is so limited by exclusions, retentions,
deductibles or otherwise that there is insufficient benefit to the Corporation from such insurance.




          (c) If the Corporation does not purchase and maintain in effect the Insurance Policies
pursuant to the provisions of Section 4(b) hereof, the Corporation agrees to hold harmless and
indemnify Indemnitee to the full extent of the coverage that would otherwise have been provided for
the benefit of Indemnitee pursuant to the Insurance Policies.




     5. Additional Indemnity; Advancement of Expenses.



          (a) To the extent any Expenses incurred by Indemnitee are in excess of the amounts reimbursed
or indemnified pursuant to the provisions of Section 4 hereof, the Corporation shall indemnify and
hold harmless Indemnitee against any Expenses actually and reasonably incurred by Indemnitee in
connection with any Claim against Indemnitee, or involving Indemnitee solely as a witness or person
required to give evidence, by reason of the




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fact that he is or was a (i) director or officer of the
Corporation, (ii) director or officer of any subsidiary of the Corporation or a fiduciary with
respect to any employee benefit plan of the Corporation, or (iii) director, officer, partner,
employee or agent of another corporation, partnership, limited liability company, joint venture,
trust or other for-profit or not-for-profit entity or enterprise, if such position is or was held
at the request of the Corporation, whether relating to service in such position before or after the
effective date of this Agreement, if (A) Indemnitee is successful in his defense of the Claim on
the merits or otherwise or (B) Indemnitee has been found by the Determining Body to have met the
Standard of Conduct; provided that (1) the amount of Expenses for which the Corporation shall
indemnify Indemnitee may be reduced by the Determining Body to such amount as it deems proper if it
determines that the Claim involved the receipt of personal benefit by Indemnitee, and (2) no
indemnification shall be made in respect of any Claim as to which Indemnitee shall have been
adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable for willful or intentional misconduct in the performance of his duty to the Corporation or
to such plan, entity or enterprise or to have obtained an improper personal benefit, unless, and
only to the extent that, a court shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such Expenses which the court shall deem proper; and provided further
that, if the Claim involves Indemnitee by reason of his or her position with a plan, entity or
enterprise described in clause (ii) or (iii) of this Section 5(a) and if Indemnitee may be entitled
to indemnification with respect to such Claim from such plan, entity or enterprise or reimbursement
or indemnification from insurance policies or programs of such plan, entity or enterprise,
Indemnitee shall be entitled to indemnification hereunder only (x) if he or she has applied to such
entity or enterprise for indemnification with respect to the Claim and (y) to the extent that
indemnification to which he or she would be entitled hereunder but for this proviso exceeds the
indemnification paid by such plan, entity or enterprise and the amounts reimbursed or indemnified
by insurance policies and programs of such plan, entity or enterprise.




          (b) For purposes of this Agreement, the “Standard of Conduct” is met when conduct by
Indemnitee, with respect to which a Claim is asserted, was conduct performed in good faith that he
or she reasonably believed to be in, or not opposed to, the best interest of the Corporation or a
plan, entity or enterprise described in clause (ii) or (iii) of Section 5(a) hereof and in the case
of a Claim that is a criminal action or proceeding, conduct that Indemnitee had no reasonable cause
to believe was unlawful. The termination of any Claim by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that Indemnitee did not meet the Standard of Conduct.




          (c) Promptly upon becoming aware of the existence of any Claim as to which Indemnitee may be
indemnified for Expenses and as to which Indemnitee desires to obtain indemnification, Indemnitee
shall notify the Chief Executive Officer of the corporation, but the failure to promptly notify the
Chief Executive Officer shall not relieve the Corporation from any obligation hereunder, except and
to the extent that such failure has materially and irrevocably harmed the Corporation’s ability to
defend against such Claim. Upon receipt of such request, the Chief Executive Officer shall
promptly advise the members of the Board of Directors of the request and that the establishment of
a Determining Body with respect thereto will be a matter to be considered at the next regularly
scheduled meeting of the Board. If a meeting of the Board of Directors is not regularly scheduled
within 120 calendar days of the date the Chief Executive




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Officer receives notice of the claim, the
Chief Executive Officer shall cause a special meeting of the Board of Directors to be called within
such period in accordance with the provisions of the Corporation’s By-laws. After the Determining
Body has been established, the Chief Executive Officer shall inform Indemnitee of the constitution
of the Determining Body, and Indemnitee shall provide the Determining Body with all facts relevant
to the Claim known to him or her and deliver to the Determining Body all documents relevant to the
Claim in his possession. Before the 60th day (the “Determination Date”) after its receipt from
Indemnitee of such information, together with such additional information as the Determining Body
may reasonably request of Indemnitee prior to such date (the receipt of which shall not begin a new
60-day period), the Determining Body shall determine whether or not Indemnitee has met the Standard
of Conduct and shall advise Indemnitee of its determination. If Indemnitee shall have supplied the
Determining Body with all relevant information, including all additional information reasonably
requested by the Determining Body, any failure of the Determining Body to make a determination by
or on the Determination Date as to whether the Standard of Conduct was met shall be deemed to be a
determination that the Standard of Conduct was met by Indemnitee; provided, however, that the
Determining Body may extend the Determination Date but only for one additional 60-day period.




          (d) If at any time Indemnitee becomes aware of any relevant facts or documents not theretofore
provided by him to the Determining Body, Indemnitee shall promptly inform the Determining Body of
such facts or documents, unless the Determining Body has obtained such facts or documents from
another source. The provision of such facts to the Determining Body before the Determining Date
shall not begin a new 60-day period.




          (e) The Determining Body shall have no power to revoke a determination that Indemnitee met the
Standard of Conduct unless Indemnitee (i) submits fraudulent information to the Determining Body or
(ii) fails to comply with the provisions of Sections 5(c) or 5 (d) hereof, including without
limitation Indemnitee’s obligation to submit information or documents relevant to the Claim
reasonably requested by the Determining Body.




          (f) In the case of any Claim not involving any proposed, threatened or pending criminal
proceeding,





               (i) If Indemnitee has, in the judgment of the Determining Body, met the Standard of Conduct,
the Corporation may, except as otherwise provided below, individually or jointly with any other
indemnifying party similarly notified, assume responsibility for the defense of the Claim with
counsel reasonably satisfactory to Indemnitee, and the Corporation and Indemnitee shall keep each
other informed as to the progress of such defense, including prompt disclosure of any proposals for
settlement; provided that if the Corporation is a party to the Claim and Indemnitee shall have
concluded reasonably that there may be a conflict of interest between the Corporation and
Indemnitee with respect to the Claim, then Indemnitee shall be entitled to conduct his defense with
counsel of his choice at the Corporation’s expense; and provided further that Indemnitee shall in
any event be entitled at his expense to employ counsel chosen by him to participate in the defense
of the Claim; and




               (ii) the Corporation shall fairly consider any proposals by Indemnitee for settlement of the
Claim. If the Corporation proposes a settlement of the Claim and such



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settlement is acceptable to
the person asserting the Claim, or the Corporation believes a settlement proposed by the person
asserting the Claim should be accepted, it shall inform Indemnitee of the terms of such proposed
settlement and shall fix a reasonable date by which Indemnitee shall respond. If Indemnitee agrees
to such terms, he shall execute such documents as shall be necessary to make final the settlement.
If Indemnitee does not agree with such terms, Indemnitee may proceed with the defense of the Claim
in any manner he chooses, provided that if Indemnitee is not successful on the merits or otherwise,
the Corporation’s obligation to indemnify such Indemnitee as to any Expenses incurred following his
disagreement with the Corporation shall be limited to the lesser of (A) the total Expenses incurred
by Indemnitee following his decision not to agree to such proposed settlement or (B) the amount
that the
Corporation would have paid pursuant to the terms of the proposed settlement. If, however,
the proposed settlement would impose upon Indemnitee any requirement to act or refrain from acting
that would materially interfere with the conduct of Indemnitee’s affairs, Indemnitee may refuse
such settlement and continue his defense of the Claim, if he so desires, at the Corporation’s
expense in accordance with the terms and conditions of this Agreement without regard to the
limitations imposed by the immediately preceding sentence. In any event, the Corporation shall not
be obligated to indemnify Indemnitee for any amount paid in a settlement that the Corporation has
not approved.




          (g) In the case of any Claim involving a proposed, threatened or pending criminal proceeding,
Indemnitee shall be entitled to conduct the defense of the Claim with counsel of his choice and to
make all decisions with respect thereto, provided, however, that the Corporation shall not be
obliged to indemnify Indemnitee for any amount paid in settlement of such a Claim that the
Corporation has not approved.




          (h) After notifying the Corporation of the existence of a Claim, Indemnitee may from time to
time request the Corporation to pay the Expenses (other than judgments, fines, penalties or amounts
paid in settlement) that he incurs in pursuing a defense of the Claim prior to the time that the
Determining Body determines whether the Standard of Conduct has been met. The Disbursing Officer
shall pay to Indemnitee the amount requested (regardless of Indemnitee’s apparent ability to repay
such amount) upon receipt of an undertaking by or on behalf of Indemnitee to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by the Corporation
under the circumstances, provided, however, that if the Disbursing Officer does not believe such
amount to be reasonable, he shall advance the amount deemed by him to be reasonable and Indemnitee
may apply directly to the Determining Body for the remainder of the amount requested.




          (i) After the Determining Body has determined that the Standard of Conduct has been met, for
so long as and to the extent that the Corporation is required to indemnify Indemnitee under this
Agreement, the provisions of Section 5(h) hereof shall continue to apply with respect to Expenses
incurred after such time except that (i) no undertaking shall be required of Indemnitee and (ii)
the Disbursing Officer shall pay to Indemnitee the amount of any fines, penalties or judgments
against him which have become final and for which he is entitled to indemnification hereunder, and
any amount of indemnification ordered to be paid to him by a court.




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          (j) Any determination by the Corporation with respect to settlement of a Claim shall he made
by the Determining Body.




          (k) All determinations and judgments made by the Determining Body hereunder shall be made in
good faith.




     6. Enforcement.



          (a) The rights provided by this Agreement shall be enforceable by Indemnitee in any court of
competent jurisdiction.




          (b) If Indemnitee seeks a judicial adjudication of his rights under, or to recover damages for
breach of, this Agreement, Indemnitee shall be entitled to recover from the Corporation, and shall
be indemnified by the Corporation against, any and all expenses actually and reasonably incurred by
him in connection with such proceeding, but only if he prevails therein. If it shall be determined
that Indemnitee is entitled to receive part but not all of the relief sought, then Indemnitee shall
be entitled to be reimbursed for all Expenses incurred by him in connection with such judicial
adjudication if the amount to which he is determined to be entitled exceeds 50% of the amount of
his Claim. Otherwise, the Expenses incurred by Indemnitee in connection with such judicial
adjudication shall be appropriately prorated.




          (c) In any judicial proceeding described in this Section 6, the Corporation shall bear the
burden of proving that Indemnitee is not entitled to the relief sought.




     7. Saving Clause. If any provision of this Agreement is determined by a court having
jurisdiction over the matter to violate or conflict with applicable law, the court shall be
empowered to modify or reform such provision so that, as modified or reformed, such provision
provides the maximum indemnification and Expense advancement permitted by law, and such provision,
as so modified or reformed, and the balance of this Agreement, shall be applied in accordance with
their terms. Without limiting the generality of the foregoing, if any portion of this Agreement
shall be invalidated on any ground, the Corporation shall nevertheless indemnify and advance
Expenses to Indemnitee to the full extent permitted by any applicable portion of this Agreement
that shall not have been invalidated and to the full extent permitted by law with respect to that
portion that has been invalidated.



     8. Non-Exclusivity. (a) The indemnification and advancement of Expenses provided by or
granted pursuant to this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee is or may become entitled under any statute, articles of incorporation, bylaw,
authorization of shareholders or directors, agreement, or otherwise.



          (b) If applicable law would permit the Corporation to provide broader indemnification and
Expense advancement rights than are currently permitted, the Corporation shall indemnify and hold
harmless Indemnitee and advance Expenses to Indemnitee to the fullest extent permitted by
applicable law notwithstanding that the other terms of this Agreement would provide for lesser
indemnification or lesser Expense advancement.




     9. Confidentiality. The Corporation and Indemnitee shall keep confidential to the extent
permitted by law and their fiduciary obligations all information and determinations



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provided
pursuant to or arising out of the operations of this Agreement and the Corporation and Indemnitee
shall instruct its or his or her agents and employees to do likewise.




     10. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall constitute an original but all of which taken together shall be deemed to constitute a
single instrument.



     11. Applicable Law. This Agreement shall be governed by and construed in accordance with
the substantive laws of the State of Louisiana.



     12. Successors and Assigns. This Agreement shall be binding upon Indemnitee and upon the
Corporation, its successors and assigns, and shall inure to the benefit of Indemnitee’s heirs,
personal representatives, and assigns and to the benefit of the Corporation, its successors and
assigns.



     13. Amendment. No amendment, modification, termination or cancellation of this Agreement
shall be effective unless made in writing signed by the Corporation and Indemnitee.
Notwithstanding any amendment, modification, termination or cancellation of this Agreement or any
portion hereof, Indemnitee shall be entitled to indemnification and Expense advancement in
accordance with the provisions hereof with respect to any acts or omissions of Indemnitee which
occur prior to such amendment, modification, termination or cancellation.



     14. Gender. All pronouns and variations thereof used in this Agreement shall be deemed to
refer to the masculine, feminine or neuter gender, singular or plural, as the identity of the
person, persons, entity or entities referred to may require.



     15. Supersedes Prior Indemnity Agreement. This Agreement supersedes and replaces that
prior Indemnity Agreement by and between Indemnitee and the Corporation dated __________ ____,
______ and is intended to enhance and not limit the rights provided in such former agreement.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
signed as of the date and year first above written.



	 	 	 	 	 
	 	PHI, INC.

 	 
	 	By:  	/s/ Al A. Gonsoulin
 	 
	 	 	Al A. Gonsoulin 	 
	 	 	Chairman and Chief Executive Officer 	 
	 
	 	INDEMNITEE:

 	 
	 	 	 
	 	 	 	 
	 	 	 	 



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