exw10-1_020309.htm


    
      

      

    

    Exhibit
10.1

     

    2009 Amendment to
Employment Agreement of Mr. Richard Burman

     

    January 28, 2009

    


    


    Dear
Richard

    


    AMENDMENT
TO EMPLOYMENT CONTRACT

    


    Further
to our recent discussions regarding change of control provisions, I am writing
to confirm the variation to your terms and conditions of
employment.

    


    This
letter takes effect as an annex to your contract of employment with Bristow
Helicopter Group Limited ("the Company") dated 15 October 2004 ("the
Contract").  It also varies the notice provisions contained in Clause
2 of the Contract.

    


    Change
of Control

    


    
      	
              1.  

            	
              During
      any Change of Control Period, your base salary ("Base Salary") will be at
      least equal to the base salary you received on the last day of the
      Company's fiscal year immediately before the Change of Control Effective
      Date.  The Company may review your salary annually during the
      Change of Control Period in accordance with the Company's normal practice
      but you will not have any entitlement to an increase in any
      year.  Your Base Salary will not be reduced during the Change of
      Control Period.

            


    

    


    
      	
              2.  

            	
              During
      any Change of Control Period you will be entitled to an annual bonus for
      each Company fiscal year ending in the Change of Control Period subject to
      the rules of the Company's Incentive Scheme in force from time to
      time ("Annual
      Bonus").  For the purposes of calculating the Annual Bonus
      payable under this paragraph 2, your "Annual Bonus Target" under the
      Company's Incentive Scheme from time to time in force will be at least
      equal to the highest annual bonus target that applied to you during the
      Affiliated Company's three (3) fiscal years immediately preceding the
      Change of Control Effective Date.

            


    

    


    
      	
              3.  

            	
              In
      the event of a Change of Control all unvested options to purchase common
      stock, restricted stock and performance restricted stock units issued to
      you pursuant to the Affiliated Company's Long Term Incentive Plan ("the
      Plan") will become fully vested and unrestricted, subject always to the
      rules of the Plan from time to time in force and applicable laws and any
      outstanding performance cash awards under the Plan will vest in accordance
      with their terms. In the event that your employment is terminated during a
      Change of Control Period and you hold any share options which have not
      been exercised on or before the Termination Date, they may be exercised up
      until the later of:

            


    

    


    
      	
              (a)  

            	
              the
      date on which the share options can be exercised under the terms of the
      Plan irrespective of the provisions of this letter;
  or

            


    

    


    
      	
              (b)  

            	
              the
      expiry date of such share options.

            


    

    


    
      	
              4.  

            	
              If
      your employment is terminated during a Change of Control Period
      either:

            


    

    


    
      	
              (a)  

            	
              by
      the Company; or

            


    

    


    
      	
              (b)  

            	
              by
      you on the basis that the Company is in repudiatory breach of one or more
      the terms of the Contract

            


    

    


    The
Company will pay to you the sum of three times (3x) your Base Salary and three
times (3x) the highest annual bonus that you received in the Affiliated
Company's three (3) fiscal years immediately preceding the Change of Control
Effective Date, less appropriate deductions, provided that the Company has no
reasonable grounds to believe you are guilty of gross misconduct, gross
negligence or in breach of a material term of your employment
agreement.  This payment is conditional on you signing a compromise
agreement in a form satisfactory to the Company in full and final settlement of
all current and future claims against the Company and its Associated Companies,
officers and employees.

    


    Notice
Provision

    


    In the
event that a payment is made in accordance with paragraph 4 of this letter you
agree that the amount of this payment will be reduced by the value of any
salary, bonus, benefits or other remuneration received by you during any period
of notice for which you have been paid pursuant to Clause 2 of the
Contract.

    


    Definitions

    


    In this
letter the following words and expressions have the meanings set out
below:

    


    "Affiliated Company" means
Bristow Group Inc.

    


    An "Associated Company" means any
firm, company, corporation or other organisation:

    


    
      	
              (a)  

            	
              which
      is directly or indirectly controlled by the Company;
  or

            


    

    
      	
              (b)  

            	
              which
      directly or indirectly controls the Company;
or

            


    

     

    
      	
              (c)  

            	
              which
      is directly or indirectly controlled by a third party who also directly or
      indirectly controls the Company; or

            


    

     

    
      	
              (d)  

            	
              of
      which the Company or any other Associated Company owns or has a beneficial
      interest in 20% or more of the issued share capital or 20% or more of its
      capital assets; or

            


    

     

    
      	
              (e)  

            	
              which
      is the successor in title or assign of the firms, companies, corporations
      or other organisations referred to
above.

            


    

     

    "Company" shall include the
successors in title and assigns of the Company.

    


    "Change of Control"
means:

    


    
      	
              (f)  

            	
              the
      acquisition by an individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the United States of America Exchange Act)
      (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 35% or more of either (x) the then
      outstanding shares of common stock of the Affiliated Company (the
      “Outstanding Company Common Stock”) or (y) the combined voting power of
      the then outstanding voting securities of the Affiliated Company entitled
      to vote generally in the election of directors (the “Outstanding Company
      Voting Securities”); provided, however, that for purposes of this
      subsection (a), the following acquisitions shall not constitute a Change
      of Control: (A) any acquisition directly from the Affiliated Company, (B)
      any acquisition by the Affiliated Company, (C) any acquisition by any
      employee benefit plan (or related trust) sponsored or maintained by the
      Affiliated Company or any corporation controlled by the Affiliated Company
      or (D) any acquisition by any corporation pursuant to a transaction which
      complies with sections (A), (B) and (C) of subsection (c) of this
      definition; or

            


    

    


    
      	
              (g)  

            	
              individuals
      who, as of the date hereof, constitute the Board of the Affiliated Company
      (the “Incumbent Board”) cease for any reason to constitute at least a
      majority of the Incumbent Board; provided, however, that any individual
      becoming a director subsequent to the date hereof whose election, or
      nomination for election by the Affiliated Company’s stockholders, was
      approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board, but excluding, for this purpose, any such individual
      whose initial assumption of office occurs as a result of an actual or
      threatened election contest with respect to the election or removal of
      directors or other actual or threatened solicitation of proxies or
      consents by or on behalf of a Person other than the Incumbent Board shall
      be considered a member of the incumbent board;
  or

            


    

    


    
      	
              (h)  

            	
              consummation
      by the Affiliated Company of a reorganization, merger or consolidation or
      sale or other disposition of all or substantially all of the assets of the
      Affiliated Company or the acquisition of assets of another corporation (a
      “Business Combination”), in each case, unless, following such Business
      Combination, (A) all or substantially all of the individuals and entities
      who were the beneficial owners, respectively, of the Outstanding Company
      Common Stock and Outstanding Company Voting Securities immediately prior
      to such Business Combination beneficially own, directly or indirectly,
      more than 50.1% of, respectively, the then outstanding shares of common
      stock and the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors, as the
      case may be, of the corporation resulting from such Business Combination
      (including, without limitation, a corporation which as a result of such
      transaction owns the Company or all or substantially all of the Company’s
      assets either directly or through one or more subsidiaries ) in
      substantially the same proportions as their ownership, immediately prior
      to such Business Combination of the Outstanding Company Common Stock and
      Outstanding Company Voting Securities, as the case may be, (B) no Person
      (excluding any employee benefit plan (or related trust) of the Company or
      such corporation resulting from such Business Combination) beneficially
      owns, directly or indirectly 35% or more of respectively, the then
      outstanding shares of common stock of the corporation resulting from such
      Business Combination or the combined voting power of the then outstanding
      voting securities of such corporation except to the extent that such
      ownership existed prior to the Business Combination, and (C) at least a
      majority of the members of the board of directors of the corporation
      resulting from such Business Combination were members of the Incumbent
      Board at the time of the execution of the initial agreement, or of the
      action of the Incumbent Board, providing for such Business Combination;
      or

            


    

    


    
      	
              (i)  

            	
              approval
      by the stockholders of the Affiliated Company of a complete liquidation or
      dissolution of the Affiliated
Company.

            


    

    


    "Change of Control Effective
Date" means the first date during the employment on which a Change of
Control occurs.  If a Change of Control occurs and the Executive’s
employment with the Company is terminated prior to the date on which the Change
of Control occurs, and if it is reasonably demonstrated by the Executive that
such termination of employment (1) was at the request of a third party who has
taken steps reasonably calculated to effect a Change of Control or (2) otherwise
arose in connection with or anticipation of a Change of Control, then for all
purposes of the “Change of Control Effective Date” shall mean the date
immediately prior to the date of such termination of employment.

    


    "Change of Control Period"
means the period commencing on the Change of Control Effective Date and ending
on the second anniversary of the Change of Control Effective Date.

    


    "Company" means Bristow
Helicopter Group Limited

    


    "Contract" means your contract
of employment dated 15 October 2004

    


    "Termination Date" means the
date upon which your employment with the Company terminates

    


    Please
sign both copies of this letter and return the top copy to me.

    


    Yours
sincerely

    


    


    ___/S/__________________

    


    For and
on behalf of Bristow Helicopter Group Limited

    


    I agree
with the variation to my Terms and Conditions of my Employment as set out or
referred to above.

    


    


    Signed
_/S/_______________________                                                                           Date
January 28, 2009

    Richard Burman

    



    
      
        
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