Exhibit



EXHIBIT 10.4





BRISTOW GROUP INC.


FY 2019 ANNUAL INCENTIVE COMPENSATION PLAN


Plan Provisions
June 5, 2018


PURPOSE


To provide certain designated officers and employees the opportunity to share in the improved performance of Bristow Group Inc. (the “Company”) by achieving specific Corporate and Region financial and safety goals and key individual objectives for fiscal year 2019 (the “Plan year”).


Participants will be required to uphold and certify their compliance with the Company’s legal and ethical standards as described in the Company’s Code of Business Integrity (the “Code”) and the policies that support the Code; and shall use the Company’s Core Values as guidelines for the conduct of business and working relationships.


ELIGIBILITY


		
	•
	Certain designated officers and employees of the Company and participating affiliates may be eligible to participate in the Company’s Annual Incentive Compensation Plan (the “Plan”).  In order to be eligible to participate in the Plan, an officer or employee must first be actively employed in a bonus eligible position for a minimum of three months.  Additionally, prospective Plan participants must be recommended to and approved by the CEO, except for the Company’s executive officers who must be recommended to and approved by the Compensation Committee in order to participate in the Plan. 




		
	•
	Employees who are approved for participation in the Plan and employed by the Company after the commencement of the Plan year will be eligible to participate in the Plan on a pro-rata basis for such Plan year.  Employees who were already Plan participants at the beginning of the Plan year, but whose reporting line has changed from Region to Corporate, Corporate to Region or between Regions during the Plan year will be subject to the applicable KPIs and receive resulting compensation on a pro-rata basis for such Plan year.




KEY PERFORMANCE INDICATORS (KPIs) AND WEIGHTS


		
	•
	KPIs are selected and weighted to give emphasis to performance for which Plan participants have the most direct control.  KPIs may vary among Plan participants and may change from year to year.




		
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	The Compensation Committee must approve the KPIs, weights and targets as well as any changes thereto.




		
	•
	The AA and TRIR targets for all Plan participants are measured at the consolidated Corporate level.






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	Ø
	If during the Plan year or the applicable portion thereof for newly acquired or disposed of consolidated affiliates, the Company’s or any of its consolidated affiliate’s air operations, including the Company’s SAR operations, the operations of Eastern Airways and Airnorth and the operations of any entity that becomes a consolidated affiliate during the Plan year, results in a “Class A” Accident pursuant to the recommended classification by the Bristow Safety Review Board and ultimate determination by the Compensation Committee, at its sole discretion, the portion of any incentive award hereunder attributable to the safety performance component of AA will be zero for all Plan participants. 




		
	Ø
	If during the Plan year or the applicable portion thereof for newly acquired or disposed of consolidated affiliates, the Company’s or any of its consolidated affiliate’s air operations, including the Company’s SAR operations, the operations of Eastern Airways and Airnorth, and the operations of any entity that becomes a consolidated affiliate during the Plan year, results in a “Class B” Accident pursuant to the recommended classification by the Bristow Safety Review Board and ultimate determination by the Compensation Committee, at its sole discretion, the portion of any incentive award hereunder attributable to the safety performance component of AA will be as set forth in Attachment I for all Plan participants.




		
	Ø
	If during the Plan year or the applicable portion thereof for newly acquired or disposed of consolidated affiliates, the Company’s or any of its consolidated affiliate’s air operations, including the Company’s SAR operations, the operations of Eastern Airways and Airnorth, and the operations of any entity that becomes a consolidated affiliate during the Plan year, results in a “Class C” Accident pursuant to the recommended classification by the Bristow Safety Review Board and ultimate determination by the Compensation Committee, at its sole discretion, the portion of any incentive award hereunder attributable to the safety performance component of AA will be as set forth in Attachment I for all Plan participants.




		
	Ø
	If during the Plan year or the applicable portion thereof for newly acquired or disposed of consolidated affiliates, the Company’s or any of its consolidated affiliate’s administrative, ground or air operations, including the Company’s SAR operations, the operations of Eastern Airways and Airnorth, and the operations of any entity that becomes a consolidated affiliate during the Plan year, results in the fatality of an employee, passenger, bystander or anyone involved in such operations, the portion of any incentive award hereunder attributable to the safety performance components of AA and TRIR will be zero for all Plan participants; provided however that any crewman/casualty fatality sustained on SAR flights where ‘life and death’ is at stake may be excluded by recommendation of the Bristow Safety Review Board and at the discretion of the Compensation Committee.  




		
	Ø
	If during the Plan year or the applicable portion thereof for newly acquired consolidated affiliates, the Company’s or any of its consolidated affiliate’s administrative, ground or air operations, including the Company’s SAR operations, the operations of Eastern Airways and Airnorth, and the operations of any entity that becomes a consolidated affiliate during the Plan year, results in a Permanent Total Disability Case for an employee, passenger, bystander or anyone involved in such operations, the portion of any incentive award hereunder attributable to the safety performance component of TRIR will be zero for all Plan participants; provided however that any crewman/casualty permanent disability 






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sustained on SAR flights where ‘life and death’ is at stake may be excluded by recommendation of the Bristow Safety Review Board and at the discretion of the Compensation Committee.


		
	Ø
	If the Company acquires any new consolidated affiliate during the Plan year, the TRIR performance levels for the consolidated affiliate will be based on the percentage reduction of its pro forma TRIR in fiscal year 2019 as calculated by the Bristow Safety Review Board and ultimately determined by the Compensation Committee.  The TRIR performance levels for the consolidated affiliate will also be adjusted on a prorated basis (assuming a 365-day year) for the portion of the fiscal year on and after the date on which the consolidated affiliate is acquired by the Company.




		
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	Each Plan participant will have a discretionary “individual performance” component, including performance with respect to the Company’s STRIVE goals:  Sustain “Target Zero” safety culture, Train and develop the Company’s personnel, Renew commercial strategy and operational excellence, Improve balance sheet and return on capital, Value added acquisitions and divestitures, and Execute on Company transformation.  The individual component will be evaluated based on specific individual objectives (scorecard) and an overall performance evaluation of their contribution to the organization as well as the performance of the relevant Region or Corporate, as applicable.




		
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	The performance measures and their weightings for all Plan participants in fiscal year 2019 will be ROIC (25%), AA (12.5%), TRIR (12.5%) and Individual Performance (50%). 




		
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	Each Plan participant will receive an individual Incentive Award Determination Worksheet that contains his or her specific incentive award opportunity, KPIs and performance goals.




		
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	Attachment I summarizes the safety KPI targets for fiscal year 2019.




PARTICIPATION LEVELS


Executive officers of the Company will be assigned a specific target level set as a percentage of actual annual base salary established by the Compensation Committee. Other Plan participants will be assigned a specific target level set as a percentage of actual annual base salary established by management based on salary grade. The target levels for Plan participants in fiscal year 2019 are as follows:


	
		
	Salary Grade
	Target

	11
	45%

	10
	45%

	9
	40%

	8
	35%

	7
	30%

	6
	25%

	5
	20%

	3-4
	15%

	1-2
	10%








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KPI DEFINITIONS


The following definitions will determine the calculation of each KPI:


Safety KPIs


Air Accident (AA) – Air Accident (“AA”) measures the Company’s consolidated air accidents factoring in both the relative damage to the aircraft as well as the extent of injuries to persons.  The final classification of all aircraft accidents shall be subject to the recommendation of the Bristow Safety Review Board with final determination to be made by the Compensation Committee.  The following table and subsequent definitions are intended to provide guidance on the Aircraft Accident classification methodology:


	
			
	Aircraft Accident Classification
	Aircraft Accident Damage
	Aircraft Accident Injury

	A
	Hull Loss
	Fatal Injury/Multiple Serious Injuries

	B
	OEM Repair
	Single Serious Injury/Multiple Minor Injuries

	C
	Major Repair
	Minor Injury

	D
	Minor Repair
	First Aid Case






		
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	Aircraft Accident Damage shall mean aircraft damage sustained during events classified as an ‘Accident’ under ICAO Annex 13.  All SAR and medical emergency operational and training flights will be included. While “ditching” may result in a hull loss, such events will not in themselves determine the event classification.




		
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	Aircraft Accident Injury shall mean those personal injuries sustained by staff and/or passengers during flight operations.  Crewman/casualty injury sustained on SAR and medical emergency flights where ‘life and death’ is at stake will not be included.




		
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	First Aid Case shall mean a case in which immediate and temporary care is given to a victim of an accident or sudden illness before (or in substitution of) the services of a physician or primary attention is provided by a physician which could have been administered by a qualified first aid provider.  For purposes of this definition, first aid may include any single treatment and subsequent observation of minor scratches, cuts, burns, splinters, that do not normally require medical care by a physician.  Such treatment and observation is considered a First Aid Case even if provided by a physician or registered professional personnel.




		
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	Hull Loss shall mean the aircraft is destroyed or damaged beyond economical repair.




		
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	Major Repair shall mean repair work that is required on an aircraft following an accident:


(a)     where an aircraft is otherwise grounded; or 
		
	(b) 
	where the repair requires more than a visual inspection and is not covered by routine maintenance programs.  








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	•
	Minor Injury shall mean an injury which is sustained by a person during an aircraft accident or incident event which falls between the definition above of “First Aid Case” and below of “Serious Injury”.




		
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	Original Equipment Manufacturer (“OEM”) Repair shall mean repair work that is required on an aircraft following an accident that requires input from the OEM in terms of design, execution or approval of the work.




		
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	Serious Injury shall mean an injury which is sustained by a person during an aircraft accident or personal injury event which results in:


		
	(a)
	hospitalization for more than 48 hours commencing within seven days 


from the date on which the injury was received; 
		
	(b) 
	a fracture of any bone (except simple fractures of fingers, toes, or nose);


		
	(c) 
	lacerations which cause nerve, muscle or tendon damage or severe hemorrhage; 


(d)     injury to any internal organ; 
		
	(e)
	second or third degree burns or any burns affecting more than five percent of the body surface; or


		
	(f) 
	verified exposure to infectious substances or injurious radiation.




		
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	Total Recordable Injury Rate (“TRIR”) shall be equal to the product of (a) the total number of recordable injuries in the fiscal year to any person (including any recordable injury to a SAR or medical emergency passenger that is sustained as a result of the Company’s consolidated operations) that is more severe than a First Aid Case defined above (e.g., any fatality, Permanent Total Disability Case, Lost Work Time, Restricted Work Time, or Medical Treatment Case) divided by (b) the total number of hours worked in the fiscal year multiplied by 200,000 hours.  If after considering the facts of an incident in light of the following classification definitions there remains a question as to how a given incident should be classified for TRIR purposes, the Bristow Safety Review Board shall review the facts and make a classification recommendation to the Compensation Committee who in turn shall make the final classification determination at its sole discretion.




		
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	Medical Treatment Case shall mean a case involving any work related injury or illness that does not result in any days away from work, or one or more days of restricted work or job transfer, and where the employee receives medical treatment beyond first aid which can only be administered by a physician (including a dentist or physiotherapist) or on the direction of a physician by medically qualified personnel.  For the avoidance of doubt, “medical treatment” shall not include first aid even if provided by a physician or registered professional personnel.




		
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	Permanent Total Disability Case shall mean a case involving any work related injury that permanently incapacitates a person and results in termination of employment.




		
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	Restricted Work Time Case shall mean a case involving any work related injury that renders the injured person temporarily unable to perform all, but still some, of their normal work on any day after the day on which the injury occurred.








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Financial KPI


Return on Invested Capital (“ROIC”) is a common financial performance measure that indicates how effectively the Company deploys capital to drive profitability.  To improve ROIC, management must balance improvements in pricing, cost efficiency and asset productivity.  ROIC is defined as: 


   EBIT Less Taxes and Earnings from Unconsolidated Affiliates       
Invested Capital1 


Individual KPI


Individual Performance - Individual performance may relate specifically to the individual and/or pre-established Region or Corporate objective goals approved by the Plan participant’s applicable supervisor or the Compensation Committee. Each Plan participant should be evaluated on individual objectives that have been defined and communicated to the Plan participant and an overall performance evaluation of the individual’s contributions during the Plan year.  The individual performance goals and STRIVE objective goals may be adjusted or updated as needed throughout the Plan year to address business needs.  The total pool for all Plan participants as a group for the discretionary component of the annual incentive award is set as a multiple of the “expected” level ranging from 0 to 200% as recommended by the Chief Executive Officer and approved by the Compensation Committee. In cases of extraordinary performance, a Plan participant may receive an amount for individual performance in excess of 200% of such participant’s targeted individual performance amount, provided that in no event shall any participant’s total annual incentive award exceed 250% of such Plan participant’s targeted total annual incentive award.  


PERFORMANCE GOALS


		
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	The minimum, expected and maximum performance levels for each safety performance metric of AA and TRIR for fiscal year 2019 are set forth in Attachment I. The payoff schedule is a straight line between and around these points.




		
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	The ROIC target for fiscal year 2019 is equal to the actual ROIC for fiscal year 2018. Achieving this level of performance at both Corporate and the Regions would imply an ROIC multiple of 1.0 times bonus target.  If ROIC improvement is above or below zero, the ROIC multiplier will be above or below 1.0 times bonus target.  For the consolidated Company, if ROIC declines 1% the ROIC bonus multiple will decline to zero and if the ROIC increases 2% the ROIC bonus multiple will rise to 3.0 times bonus target.  For Regions, if ROIC declines 3% the ROIC bonus multiple will decline to zero and if the ROIC increase by 3% the ROIC bonus multiple will rise to 2.0 times bonus target.  For the consolidated Company and the Regions, the payoff schedule is a straight line between and around these points.


	
	
	                                           




1Invested Capital shall be defined to consist of total assets less cash, cash equivalents, investments in unconsolidated affiliates and non-interest bearing liabilities.






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	The Compensation Committee reserves the right to adjust performance goals and resulting payout multiples for significant acquisitions, divestitures or events that were not contemplated when the performance goals and payout multiples were initially set.




DETERMINING THE ANNUAL INCENTIVE AWARD


		
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	Once the Plan year has been completed, the Company’s safety and financial performance will be determined.  




		
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	The actual incentive award earned by each Plan participant will be equal to the sum of the incentive awards earned for each KPI, including individual performance.




		
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	The ROIC bonus multiple is capped at 3.0 times bonus target and has a floor of 0.0 times bonus target.  In a year where the bonus multiple is above the cap or below the floor, it is expected that the benchmark for measuring the following year change in ROIC is the ROIC that would have resulted in exactly reaching the cap or floor.




		
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	Incentive awards hereunder will be paid as soon as practical after the end of the Plan year and completion and certification of the outside audit of the Company’s financial results.  Awards to U.S. taxpayers will be paid no later than 75 days after the end of the applicable fiscal year. All other awards will be paid as soon as administratively feasible, but no later than the end of the month following approval by the Compensation Committee. 




		
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	A Plan participant will not receive his/her incentive award until they have signed a certification of compliance under the Code of Business Integrity. The Company may recover all or a portion of the incentive award if it is found that the certification was signed with the knowledge of, or participation in, any act determined by the Company’s Compliance Committee to be in violation of the Code of Business Integrity.




ADMINISTRATION OF PLAN


		
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	The Compensation Committee approves the Plan, with day-to-day responsibility for administration delegated to Company management.  The Compensation Committee will interpret the Plan and make appropriate adjustments as necessary.  All interpretations made by the Compensation Committee are final.




		
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	The Compensation Committee will certify the performance results of the Company and the total amount of incentive awards to be paid at the end of the Plan year.




		
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	The incentive awards for the applicable Plan year will be accrued and charged as an expense to the Company, before determining the financial performance under the Plan.




		
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	Except as provided below, Plan participants whose employment by the Company is terminated for any reason prior to the payment of any incentive award contemplated hereunder will forfeit such award in full.








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	Any Plan participant whose employment is terminated without cause may be eligible to receive a pro-rated award pursuant to the terms of the Company’s Management Severance Benefits Plan for U.S. Employees, as amended, and the Company’s Management Severance Benefits Plan for Non-U.S. Employees, as amended.




		
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	Any Plan participant whose employment is terminated for reason of death, disability or normal retirement, may be eligible to receive a pro-rated award, subject to the discretion of Company management.




		
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	The Compensation Committee, in its sole discretion, may make special incentive awards to any individual in order to recognize special performance or contributions.




		
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	This Plan has been adopted pursuant to the Company’s 2007 Long Term Incentive Plan, as amended from time to time, and will be administered by the Compensation Committee in accordance with the provisions thereof.




FORFEITURE AND CLAWBACK POLICY


		
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	To the extent applicable to any Plan participant, all or any portion of an annual incentive award under the Plan may be forfeited if the participant violates the Company’s Code of Business Integrity (the COBI Clawback Policy), as described in the Company’s Corporate Governance Guidelines and as determined by the Compensation Committee on a case by case basis.




		
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	To the extent applicable to any Plan participant, all or any portion of an annual incentive award under the Plan may be forfeited, and all or any portion of any payments received by any Plan participant with respect to an annual incentive award under the Plan may be subject to recoupment or repayment, pursuant to the Financial Clawback Policy or other Clawback Policy established or adopted by the Company’s Board of Directors from time to time as described in the Company’s Corporate Governance Guidelines.








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BRISTOW GROUP INC.


FY 2019 ANNUAL INCENTIVE COMPENSATION PLAN
ATTACHMENT I
SAFETY PERFORMANCE MEASURES


The following performance levels are established for safety KPIs for fiscal year 2019:


	
				
	SAFETY KPIs
	Minimum(1)
	Expected
	Maximum(2)

	TRIR(3)
	0.32
	0.24
	0.18

	Performance Score
	0.050
	0.125
	0.250

	 
	 
	 
	 

	AA Class A Accidents(4)
	0
	0
	0

	AA Class B Accidents(4)
	2 Class B and Class C (no more than 1 Class B)
	0
	0

	AA Class C Accidents(4)
	1
	0

	Performance Score
	0.050
	0.125
	0.250




__________
		
	(1) 
	Performance resulting in safety KPIs worse than the minimum amounts set forth above will result in a performance score of zero and no payment being provided for that portion of the incentive award.


		
	(2) 
	Performance resulting in safety KPIs better than the maximum KPIs set forth above will result in the highest applicable performance score being applied to that portion of the incentive award.


		
	(3) 
	TRIR will be measured based on the performance levels of the Company and its consolidated affiliates as of April 1, 2019, as adjusted on a prorated basis (assuming a 365-day year) for the TRIR relative performance of any disposed of consolidated affiliate or newly acquired consolidated affiliate during fiscal year 2019 with such calculation performed by the Bristow Safety Review Board and ultimately determined by the Compensation Committee.


		
	(4) 
	AA will be measured based on the performance levels of the Company, its consolidated affiliates as of April 1, 2019 and the performance levels for the applicable period of time during fiscal year 2019 that disposed of or acquired affiliates were deemed to be consolidated affiliates.




The TRIR performance levels for any new consolidated affiliate that is acquired by the Company during fiscal year 2019 will be based on the percentage reduction on a relative basis of such consolidated affiliate’s pro forma TRIR.  The following TRIR performance levels will also be further adjusted on a prorated basis (assuming a 365-day year) for the portion of the fiscal year on and after the date on which the consolidated affiliate is acquired by the Company.  The TRIR performance levels will be calculated by the Bristow Safety Review Board and ultimately determined by the Compensation Committee:






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	SAFETY KPI
	Minimum(1)
	Expected
	Maximum(2)

	TRIR
	12% reduction
	27% reduction
	45% reduction

	Performance Score
	0.050
	0.125
	0.250






__________
		
	(1) 
	Performance resulting in TRIR worse than the minimum amounts set forth above will result in a performance score of zero and no payment being provided for that portion of the incentive award attributable to the applicable consolidated affiliate.


		
	(2) 
	Performance resulting in TRIR better than the maximum TRIR set forth above will result in the highest applicable performance score being applied to that portion of the incentive award attributable to the applicable consolidated affiliate.  The payoff schedule is a straight line between and around these points.






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