EX-10.23



 Exhibit 10.23 
 EMPLOYMENT AGREEMENT 
 This Agreement, dated as of June 24, 2012, is
entered into by and between Heli-One American Support, L.L.C., a Delaware limited liability company (“Heli-One”), and Peter Bartolatta, of [home address]. 
 WHEREAS, Heli-One wishes to employ the Executive, and the Executive wishes to become employed by Heli-One, in the position of President and Chief Operating Officer (COO), Helicopter Services, for the
benefit of the CHC Helicopter group of companies, which includes CHC Helicopter S.A. and its direct and indirect subsidiaries and associated companies, including Heli-One (together, “CHC”). 

WHEREAS, Heli-One and the Executive wish to provide for the compensation to be paid to the Executive, and for other benefits,
remuneration and consideration respecting the Executive’s employment as set forth herein. 
 WHEREAS, Heli-One and CHC
possess certain valuable confidential, proprietary and trade secret information (collectively, “Confidential Information” as further defined below) that gives Heli-One and CHC a competitive advantage. 

WHEREAS, Heli-One and CHC have developed and maintained, at substantial expense and over a considerable period of time, relationships
with customers, employees and others that likewise give Heli-One and CHC a competitive advantage. 
 WHEREAS, in the course of
the performance of the Executive’s duties and responsibilities hereunder, the Executive will be given access to, and will assist in the development and maintenance of, Heli-One’s and CHC’s Confidential Information and their
relationships with customers, employees and others, and it is the parties’ intent to safeguard such Confidential Information and relationships both during and after the term of Executive’s employment with Heli-One. 

WHEREAS, Heli-One’s and CHC’s reputations and present and future competitive positions are dependent upon their ability to
protect their interests in such Confidential Information and relationships. 
 NOW, THEREFORE, in consideration of
(i) Heli-One’s employment of the Executive, (ii) Heli-One and CHC providing the Executive access to Heli-One’s and CHC’s Confidential Information and relationships described herein, (iii) Heli-One and CHC providing the
Executive access to specialized training, and (iv) other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Heli-One and the Executive agree as follows: 

1. EMPLOYMENT. 
 1.1 As
of the Effective Date (as defined below), the Executive shall become employed by Heli-One and shall serve as President and Chief Operating Officer (COO), Helicopter Services. The Executive shall perform all duties and responsibilities commensurate
with the Executive’s position and such other duties and responsibilities as may be reasonably assigned or delegated to the Executive from time to time, including duties and responsibilities with respect to CHC. 







 1.2 The Executive agrees to devote the Executive’s full working time and effort and
attention to the business, operations and affairs of Heli-One and CHC. The Executive will not join any boards or accept other external professional commitments without prior approval of the President of Heli-One 

1.3 The Executive agrees to observe and be bound by Heli-One’s Code of Ethics at all times during the term of the Executive’s
employment and, where applicable, thereafter. 
 1.4 The Executive agrees to observe and be bound by all of Heli-One’s
policies and procedures as they exist from time to time, and to observe and be bound by all agreements relating to confidentiality and non-disclosure of sensitive information that the Executive is required to sign in the course of the
Executive’s duties under this Agreement and, where applicable, thereafter. 
 1.5 The Executive agrees that the employment
relationship created hereby may be with an affiliate or affiliates of Heli-One as Heli-One may designate from time to time for the purpose of employing executives of Heli-One provided that Heli-One shall guaranty the performance of any such
affiliate of its obligations to the Executive. 
 1.6 Heli-One and the Executive shall use all commercially reasonable efforts
to obtain the necessary visas and work permits required for the Executive to perform the Executive’s duties hereunder and Heli-One shall reimburse the Executive for all reasonable expenses, including legal fees and administrative charges,
incurred by the Executive in connection with obtaining such visas and/or work permits. 
 2. TERM OF EMPLOYMENT. 

2.1 This Agreement shall be for an indefinite term commencing not later than July 1, 2012 (the “Effective Date”) subject
to the right of Heli-One or the Executive to terminate it in accordance with the provisions of paragraph 5 hereof. 
 3. COMPENSATION.
The Executive shall be paid the following compensation during the term of the Executive’s employment pursuant to this Agreement: 
 3.1 Base Salary. Heli-One shall pay the Executive a base salary (the “Base Salary”) at an annual rate of US$475,000, prorated for partial years of employment. Heli-One shall review the
amount of the Executive’s Base Salary from time to time and may, in its sole discretion, consider it for increase (but not decrease, other than a decrease generally applicable to other similarly situated executives). Any such increased (or
decreased) amount shall mean “Base Salary” for purposes of this Agreement. Base Salary shall be payable in accordance with HeliOne’s normal payroll practices as they exist from time to time. 

3.2 Tax Equalization. The Executive shall be entitled to the benefits of Heli- One’s Tax Equalization Policy as it exists
from time to time. 

  
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 3.3 Vacation. The Executive shall be entitled to four (4) weeks’ vacation
per annum. The vacation shall be taken at a time mutually convenient to Heli-One and the Executive and in accordance with Heli-One’s vacation policy. No more than one (1) week of unused vacation may be carried over from one year to the
next. 
 3.4 Incentive Plans. The Executive shall be eligible to continue to participate in the Short Term Incentive Plan
(“STIP”) and the 2011 Management Equity Plan (collectively, the “Incentive Plans”) subject to the Executive’s continued satisfaction of each Plan’s eligibility requirements and other Plan terms and conditions, as they
exist from time to time. 
 (a) The Executive shall be eligible to earn up to 85% of the Base Salary as an annual bonus (STIP
Bonus) pursuant to the STIP during the initial plan year of the Executive’s employment, prorated for the portion of the plan year during which the Executive was employed by Heli-One, and subject to the attainment of performance thresholds and
other STIP terms and conditions. 
 (b) 2011 MEP Plan document provided under separate agreement. The executive will be required
to invest $400,000 in the form of a ‘buy-in’ to participate in the MEP plan. Details of the buy-in will be provided under separate cover. Buy-in will be required within 45 days of employment. 

3.5 A lump sum payment of $500,000 will be paid within 30 days of joining. 

3.6 Retirement Benefits. The Executive shall be eligible to participate in Heli- One’s designated defined contribution
retirement plan in accordance with the terms and conditions of that plan as it exists from time to time. 
 3.7 Other
Benefits. The Executive shall be entitled to participate in employee insurance and other benefit plans and programs on a comparable basis as such benefits are provided generally from time to time to other similarly situated executives of
Heli-One . 
 4. EXPENSES. 
 4.1 All reasonable business expenses paid or incurred by the Executive in the performance of the Executive’s duties and responsibilities hereunder shall be eligible for reimbursement in accordance
with Heli-One’s expense reimbursement policy then in effect. 
 4.2 The costs of a personal computer, cellular telephone
and fax machine for the Executive’s residence, including the monthly fees related to such devices, shall be eligible for reimbursement 

5. TERMINATION. This Agreement may be terminated by Heli-One or by the Executive in accordance with the terms of this paragraph. 

5.1 Definitions. For the purpose of this paragraph the following terms shall have the following meaning: 

(a) “Cause” shall mean: 
 (i) the Executive’s continued failure (other than due to the Executive’s mental or physical incapacity) to substantially perform all of the duties and responsibilities of Executive’s
position; 

  
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 (ii) the Executive’s failure to comply with any of the material provisions of this
Agreement; 
 (iii) an act of gross negligence or willful misconduct on the part of the Executive in the performance of the
duties and responsibilities of the Executive’s position; 
 (iv) the commission by the Executive of any activity
constituting a material violation or breach under any federal, state or local law or regulation (but excluding minor traffic violations); 
 (v) fraud, breach of fiduciary duty, dishonesty, misappropriation or other intentional material damage to the property or business of Heli-One or CHC; or 

(vi) the Executive’s admission or conviction of, any offence that, in the judgment of the adversely affects the reputation of
Heli-One and/or CHC or the Executive’s ability to carry out the Executive’s responsibilities under this Agreement. 

(b) “Good Reason” shall mean: 
 (i) the Executive is assigned duties inconsistent with the Executive’s position or duties hereunder and which result in a material reduction in the nature or scope of the powers, authority,
functions, or duties of the Executive; or 
 (ii) a material decrease in the Executive’s compensation under this Agreement
(other than a decrease generally applicable to other similarly situated Executives) or a failure by Heli-One to pay any material amounts due to the Executive hereunder or otherwise comply with any of the material provisions of this Agreement.

 (c) “Notice of Termination” shall mean a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specifies
the proposed termination date. 
 (d) “Total Disability” shall mean a physical or mental disability such that
the Executive is substantially unable to perform those duties that the Executive would otherwise be expected to perform and the non-performance of such duties has continued for any one hundred and twenty (120) consecutive days or one hundred
and eighty (180) non-consecutive days in any twelve (12) consecutive months. 
 5.2 Accrued Benefits. Upon
termination of the Executive’s employment for any reason, the Executive (or the Executive’s estate, if applicable) shall be entitled to receive within thirty (30) days after the termination date: (a) earned but unpaid Base Salary
through the termination date; (b) payment for any earned but unused vacation days; and (c) reimbursement for all business expenses properly incurred prior to the termination date, submitted in accordance


  
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with Heli-One policy no later than ten (10) days after the termination date, and not yet reimbursed. Except as otherwise provided in this paragraph 5, Employee shall have no further rights
to any compensation or benefits under this Agreement. All other accrued and vested benefits, if any, due the Executive following the Executive’s termination of employment shall be determined and paid in accordance with the plans, policies, and
practices of Heli-One. 
 5.3 Termination for Cause. The Executive’s employment under this Agreement may be
terminated by Heli-One for Cause by giving the Executive Notice of Termination. If the sole basis for termination is subparagraph (a)(1) of paragraph 5.1, the Executive shall have ten (10) business days after such Notice of Termination is
received (or such longer period as may be prescribed by the Notice of Termination) to cure the deficiency or deficiencies identified. If the Executive’s employment is terminated under this paragraph 5.3, Heli-One shall provide to the Executive
the accrued benefits described in paragraph 5.2, including any death or disability benefits due, and shall have no further compensation and benefits obligations to the Executive under this Agreement. 

5.4 Termination for Death or Disability. The Executive’s employment under this Agreement shall terminate upon the death of
the Executive or upon the date specified by Hell-One in a Notice of Termination in connection with the Executive’s Total Disability. Although Heli-One will attempt to accommodate any disability suffered by the Executive, HeliOne and the
Executive recognize it is a fundamental term of this Agreement that the Executive be able to attend actively at work in British Columbia (or future locations of a CHC head office) and frequently to travel globally. The Executive acknowledges and
agrees that, given the nature of Heli-One’s CHC’s business and the critical importance of the Executive’s position in the operations of Heli-One and CHC, it would constitute an unreasonable accommodation on the part of Heli-One to
operate without the services of the Executive for more than one hundred and twenty (120) consecutive days or for more than one hundred and eighty (180) non-consecutive days in any twelve (12) consecutive months. Further, the Executive
acknowledges that it would be impractical for Heli-One to hire a replacement for the Executive, unless the replacement is hired on a permanent basis. If the Executive’s employment is terminated under this paragraph 5.4, Heli-One shall provide
to the Executive (or to the Executive’s estate in the event of death) the accrued benefits described in paragraph 5.2, including any death or disability benefits due, and shall have no further compensation and benefits obligations to the
Executive under this Agreement. 
 5.5 Termination by Heli-One Other than for Cause, Disability or Death. 

(a) Heli-One may terminate the employment of the Executive for reasons other than for Cause or death or Total Disability by providing the
Executive Notice of Termination, and upon such termination Heli-One shall provide to the Executive, in addition to the accrued benefits described in paragraph 5.2: 
 (i) A lump sum amount in lieu of any bonus payable under the STIP for the year of termination, determined as set forth below and prorated based upon the number of days in the plan year prior to the
termination date, divided by 365, to be paid the same time any STIP Bonus for such plan year would have been paid had the Executive’s employment continued. The prorated bonus shall be based on the average bonus earned by the Executive


  
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under the STIP in each of the two years immediately preceding the year in which the termination occurred. In the event the Executive is terminated prior to completing two years of service, the
prorated bonus shall be calculated based on the prior year bonus under the STIP and in the event the Executive is terminated prior to completing one year of service, the pro-rated bonus shall be based on the target bonus under the STIP for the
uncompleted year of service; 
 (ii) A lump sum severance payment equal to twelve (12) months of the Executive’s then
Base Salary, payable sixty (60) days following the termination date; 
 (iii) Payment on the Executive’s behalf of
the applicable premium for health care continuation coverage pursuant to COBRA for a period of twelve (12) months or until the Executive ceases to be eligible for COBRA continuation coverage, if earlier. 

(b) The Executive understands and agrees that prior to receiving the payments and benefits described in this paragraph 5.5, the Executive
must sign within fifty (50) days of the termination date, and not revoke, a separation agreement in a form satisfactory to Heli-One, including a general release of claims. 

5.6 Termination by Executive for Good Reason. Upon the occurrence of a Good Reason event, at the Executive’s election, of
which the Executive shall advise Heli-One by Notice of Termination within ninety (90) days of the event, and provided that the event described herein has not been remedied by Heli-One within thirty (30) days of receiving the said notice,
the Executive’s employment shall terminate the 31st day after Heli-One’s receipt of the notice. Upon such termination Heli-One shall provide to the Executive, in addition to the accrued benefits described in paragraph 5.2, the benefits
described paragraph 5.5(a) of this Agreement, subject to the Executive signing within fifty (50) days of the termination date, and not revoking, a separation agreement in a form satisfactory to Heli-One, including a general release of claims.

 5.7 Resignation by the Executive without Good Reason. The Executive shall have the right to terminate the
Executive’s employment upon giving Heli-One at least thirty (30) days prior written notice of resignation. Heli-One may, at its option, relieve the Executive of any or all of the Executive’s duties and responsibilities during the
notice period. If the Executive’s employment is terminated under this paragraph 5.7, Heli-One shall provide to the Executive the accrued benefits described in paragraph 5.2 and shall have no further compensation and benefits obligations to the
Executive under this Agreement. 
 5.8 No Further Payments. The Executive acknowledges and agrees that unless otherwise
expressly agreed in writing between the Executive and Heli-One, the Executive shall not be entitled, by reason of the Executive’s employment with Heli-One or by reason of any termination of such employment, howsoever arising, to any
remuneration, compensation or other benefits other than those expressly provided for or referenced in this Agreement. 
 6.
INDEMNIFICATION. The Executive shall be indemnified and held harmless by Heli-One against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the Executive by virtue of any act or
omission made in good faith in the course of the Executive’s duties. 

  
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 7. CONFIDENTIAL INFORMATION. 

7.1 The Executive acknowledges that, by reason of the Executive’s employment with Heli-One, the Executive will have access to
Confidential Information, as hereinafter defined, of Heli-One and CHC, that of Heli-One and CHC and CHC have spent time, effort and money to develop and acquire. For the purposes of this paragraph 7, any reference to “CHC” shall mean of
Heli-One, CHC and their affiliates and subsidiaries. The term “Confidential Information” as used in this Agreement means all trade secrets, proprietary information and other data or information (and any tangible evidence, record or
representation thereof) whether prepared, conceived or developed by an employee or agent of CHC (including the Executive) or received by CHC from an outside source which is maintained in confidence by CHC or the outside source who provided the
information in question. Without limiting the generality of the foregoing, Confidential Information includes information of CHC pertaining to: 
 (a) any ideas, improvements, know-how, research, inventions, innovations, products, services, sales, processes, methods, machines, procedures, tests, treatments, developments, technical data, designs,
devices, patterns, concepts, computer programs or software, records, data, training or service manuals, plans for new or revised services or products or other plans, items or strategy methods on compilation of information, or works in process, or
any inventions or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form) that relate to the business or affairs of CHC or that result from its marketing,
research and/or development activities; 
 (b) the identities of clients and customers (collectively, “Customers”);
the identities of contact persons at Customers; the preferences and needs of Customers; Customer contact personnel; information regarding sales terms, service plans, methods, practices, strategies, forecasts, know-how, and other marketing
techniques; the identities of key accounts, potential key accounts; the identities of suppliers and contractors, and all information about those supplier and contractor relationships such as contact person(s), pricing and other terms; 

(c) any information relating to the relationship of CHC with any personnel, suppliers, principals, investors, contacts or prospects of
CHC and any information relating to the requirements, specifications, proposals, orders, contracts or transactions of or with any such persons; 
 (d) any marketing material, plan or survey, business plan, opportunity or strategy, development plan or specification or business proposal; 

(e) financial information, including CHC’s costs, financing or debt arrangements, income, profits, salaries or wages; and

 (f) Any information relating to the present or proposed business of CHC. 

7.2 The Executive acknowledges that the Confidential Information is a valuable and unique asset of CHC and that the Confidential
Information is and will remain the exclusive property of CHC. 
 7.3 The Executive agrees to maintain securely and hold in
strict confidence all Confidential Information received, acquired or developed by the Executive or disclosed to the Executive as a result of or in connection with the Executive’s association with CHC. The


  
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Executive agrees that, both during the term of this Agreement and after the termination of the Executive’s employment with CHC, the Executive will not, directly or indirectly, divulge,
communicate, use, copy or disclose or permit others to use, copy or disclose, any Confidential Information to any person, except as such disclosure or use is required to perform the Executive’s duties hereunder. The obligation of
confidentiality imposed by this Agreement shall not apply to information that appears in issued patents or printed publications, that otherwise becomes generally known in the industry through no act of the Executive in breach of this Agreement or
other duties owed to CHC, or that is required to be disclosed by court order or applicable law. 
 7.4 The Executive understands
that CHC has from time to time in its possession information belonging to third parties or which is claimed by third parties to be confidential or proprietary and which CHC has agreed to keep confidential. The Executive agrees that all such
information shall be Confidential Information for the purposes of this Agreement. 
 7.5 For purposes of the copyright laws of
the United States of America, to the extent, if any, that such laws are applicable to any Confidential Information, it shall be considered a work made for hire and CHC shall be considered the author thereof. 

7.6 The Executive agrees that documents, copies, records and other property or materials made or received by the Executive that pertain
to the business and affairs of CHC, including all Confidential Information which is in the Executive’s possession or under the Executive’s control, are the property of CHC and that the Executive will return same and any copies of same
(including which are electronically stored in any form or format) to CHC immediately upon termination of this Agreement or at any time upon the request of CHC. 
 7.7 Notwithstanding the foregoing terms of this paragraph 7, the Executive shall be permitted to retain copies of this Agreement, and any documentation related to this compensation, benefits and equity
rights arising under or contemplated by this Agreement. 
 8. DISCLOSURE OF DISCOVERIES, IDEAS AND INVENTIONS. 

8.1 Any new technology, knowledge or information developed by the Executive related to the business of Heli-One and/or CHC during the
term of this Agreement shall be the exclusive property of Heli-One and/or CHC (as applicable) to the extent that such technology, knowledge or information is owned by the Executive. 

8.2 The Executive acknowledges that all Confidential Information (as defined above) and all other discoveries, know-how, inventions,
ideas, concepts, processes, products, protocols, treatments, methods, tests and improvements, computer programs, or parts thereof, conceived, developed, reduced to practice or otherwise made by the Executive either alone or with others, during the
course of the Executive’s employment with Heli-One pursuant to this Agreement or any previous employment agreements or arrangements between the Executive and Heli-One, whether or not conceived, developed, reduced to practice or made during the
Executive’s regular working hours or on the premises of Heli-One and/or CHC (collectively “Inventions”), and any and all services and products which embody, emulate or employ any such Inventions will be the sole property of Heli-One
and/or CHC (as applicable) and all copyrights, patents, patent rights, 

  
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trademarks, service marks and reproduction rights to, and other proprietary rights in, each such Invention, whether or not patentable or copyrightable, will belong exclusively to Heli-One and/or
CHC (as applicable). For purposes of the copyright laws of the United States of America, to the extent, if any, that such laws are applicable to any such Invention or any such service or product, it will be considered a work made for hire and
HeliOne and/or CHC (as applicable) will be considered the author thereof. 
 8.3 The Executive shall disclose promptly to
Heli-One and CHC, or to their successors or assigns, any Inventions. 
 8.4 The Executive hereby assigns and agrees to assign
all the Executive’s rights, title and interest in the Inventions, to Heli-One and/or CHC (as applicable) or their nominee. 

8.5 Whenever requested to do so by Heli-One and/or CHC, the Executive shall execute any and all applications, assignments or other
instruments which Heli-One and/or CHC shall deem necessary to apply for and obtain patents or copyrights of Canada, the United States or any foreign country or to otherwise protect Heli-One’s and/or CHC’s interest in the Inventions and
shall assist Heli-One and/or CHC in every proper way (entirely at Heli-One’s and/or CHC’s expense, including reimbursement to the Executive for all expense and loss of income) to obtain such patents and copyrights and to enforce them.

 8.6 The Executive hereby waives for the benefit of Heli-One and CHC and their successors and assigns any and all moral rights
in respect of any Inventions. 
 9. RESTRICTIONS UPON UNFAIR COMPETITION. 

9.1 Executive and Heli-One agree that the restrictions set forth in this paragraph 9.1 are reasonable and necessary for the protection of
Heli-One’s and CHC’s Confidential Information, trade secrets and other business interests and relationships, and that Heli-One would not have entered into this Agreement with Executive, and disclosed to Executive and/or permitted the
Executive to assist in the development of Heli-One’s and CHC’s Confidential Information, trade secrets and other business interests and relationships but for Executive’s agreement to this paragraph 9.1. The Executive thus covenants
and agrees that the Executive will not, without the prior written consent of Heli-One or CHC, at any time within a period of twelve (12) months following the termination of the Executive’s employment for any reason, either individually or
in partnership or conjunction with any person, whether as principal, agent, shareholder, director, officer, employee, investor, and with responsibilities the same as or substantially similar to any of the responsibilities of Executive during the
last two (2) years of Executive’s employment by Heli-One (including for the benefit of CHC), directly or indirectly, advise, manage, carry on, be engaged in, own or lend money to, or permit the Executive’s name or any part thereof to
be used or employed by any person managing, carrying on or engaged in, a Competing Business within the Restricted Area. 
 As
used herein, the term “Competing Business” means a business of supplying global, national or local helicopter (including helicopter maintenance) services. As used herein, the term “Restricted Area” means the geographic area(s)
for which Executive, during the last two years of Executive’s employment with Heli-One, had direct or oversight responsibilities or, in the event 

  
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that Executive had direct or oversight responsibility during such period on a company-wide basis, the “Restricted Area” means all geographic areas in which Heli-One and CHC are or were
doing business at the time of Executive’s termination. 
 9.2 The Executive will not, without the prior written consent of
Heli-One or CHC, at any time within a period of twelve (12) months following the termination of the Executive’s employment for any reason, either individually or in partnership or conjunction with any person, whether as principal, agent,
shareholder, director, officer, employee, or investor: 
 (a) solicit or call on for the purpose of entering into a Restricted
Transaction, or provide products or services to in relation to a Restricted Transaction, any person or entity with whom Heli-One and/or CHC did business within the two (2) year period preceding the termination of Executive’s employment
with Heli-One, and with whom Executive had contact for such purpose or about whom Executive had access to Confidential Information or trade secrets; or 
 (b) induce or encourage any such person or entity to not do or cease doing business with Heli-One and/or CHC, or to reduce or restrict in any way the amount or nature of such business done with Heli-One
and/or CHC. 
 As used herein, “Restricted Transaction” means a business transaction (or component thereof) involving
global, national or local helicopter (including helicopter maintenance) services. Provided, however, that this subsection shall not prohibit the Executive from soliciting business from any such person or entity if the business is in no way similar
to the business carried on by Heli-One and/or CHC. 
 9.3 The Executive will not, without the prior written consent of Heli-One
or CHC, at any time within a period of twelve (12) months following the termination of the Executive’s employment for any reason, either individually or in partnership or conjunction with any person, whether as principal, agent,
shareholder, director, officer, employee, or investor: 
 (a) solicit, induce or encourage any employee of Heli-One or CHC to
leave Heli-One or CHC or to cease the Executive’s relationship with Heli-One or CHC; or 
 (b) hire or attempt to hire any
employee of Heli-One or CHC. 
 10. INJUNCTIVE RELIEF. 
 10.1 The Executive understands and agrees that Heli-One and CHC have a material interest in protecting their Confidential Information and trade secrets, and in preserving the relationships it has
developed with its customers against impairment by competitive activities of a former employee. Accordingly, the Executive agrees that the restrictions and covenants contained in paragraphs 7 and 9 are reasonably required for the protection of
Heli-One and CHC and their goodwill and that the Executive’s agreement to same by the execution of this Agreement are of the essence to this Agreement and constitute a material inducement to HeliOne to enter into this Agreement and to employ
the Executive, and that Heli-One would not enter into this Agreement absent such an inducement. 

  
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 10.2 The parties recognize that a breach by the Executive of any of the covenants herein
contained would result in damages to Heli-One and CHC and that Heli-One and CHC could not adequately be compensated for such damages by monetary award. Accordingly, the Executive agrees that in the event of any such breach, in addition to all other
remedies available to Heli-One and CHC at law or in equity, Heli-One and/or CHC (as applicable) shall be entitled as a matter of right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or
otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement. 
 10.3 The parties further agree
that a breach by the Executive of any of the covenants contained in paragraphs 7 and 9 will nullify and make void the obligation that Heli-One has to make the payments referred to in paragraph 5 and where such payments have already been made, the
Executive agrees to reimburse Heli-One the amount paid. Where the Executive fails to reimburse Heli-One, the amount paid to the Executive shall be a debt due and owing from the Executive to Heli-One. 

10.4 The parties agree that all restrictions in paragraphs 7, 8 and 9 of this Agreement are necessary and fundamental to the protection
of the business of Heli-One and E] CHC and are reasonable and valid, and all defences to the strict enforcement thereof by Heli-One and/or CHC are hereby waived by the Executive. 
 11. REPRESENTATION AND WARRANTY OF THE EXECUTIVE. The Executive represents and warrants that he is not under any obligation, contractual or otherwise, to any other firm or corporation, which would
prevent the Executive’s entry into the employ of Heli-One or the Executive’s performance of the terms of this Agreement, including work for CHC. 
 12. ENTIRE AGREEMENT. 
 12.1 This Agreement contains the entire agreement
between CHC and the Executive with respect to the subject matter hereof, and may not be amended, waived, changed, modified or discharged except by an instrument in writing executed by the parties hereto. 

12.2 The Executive acknowledges and agrees that this Agreement replaces and supersedes any previous employment agreement with CHC, and
any prior representations made to the Executive by CHC. 
 13. ASSIGNABILITY. The services of the Executive hereunder are personal in
nature, and neither this Agreement nor the rights or obligations of the Executive hereunder may be assigned by the Executive, but shall inure to the benefit of the Executive’s heirs, executors, administrators and legal representatives. Heli-One
may assign this Agreement to CHC Helicopter S.A. or to any of its direct and indirect subsidiaries and associated companies. This Agreement shall be binding upon, and inure to the benefit of, Heli-One and CHC (and, to the extent necessary, CHC shall
be considered a third-party beneficiary of this Agreement) and their successors and permitted assigns hereunder. 
 14. NOTICE. Any
notice that may be given hereunder shall be in writing and be deemed given upon receipt (or refusal of receipt) the Executive at the address stated above and to Heli-One at [address], or at such other address as either party may by similar notice
designate. 

  
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 15. NO THIRD PARTY BENEFICIARIES OTHER THAN CHC. Other than as set forth herein with respect to CHC,
nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the parties (and the Executive’s heirs, executors, administrators and legal representatives) any rights or remedies of any nature under or
by reason of this Agreement. 
 16. SUCCESSOR LIABILITY. Heli-One shall require any subsequent successor, whether direct or indirect, by
purchase, merger, consolidation or otherwise, to all or substantially all of the business assets of Heli-One to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Heli-One would be required to perform
it if no such succession had taken place. 
 17. WAIVER OF BREACH. The failure at any time to enforce or exercise any right under any of
the provisions of this Agreement or to require at any time performance by the other parties of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part
hereof, or the right of any party hereafter to enforce or exercise its rights under each and every provision in accordance with the terms of this Agreement. 
 18. NO ATTACHMENT. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge,
pledge or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect; provided, however, that
nothing in this paragraph 18 shall preclude the assumption of such rights by executors, administrators or other legal representatives of the Executive or his or her estate and their assigning any rights hereunder to the person or persons entitled
thereto. 
 19. SEVERABILITY. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement
or other provision hereof shall in no way affect the validity or enforceability of any other provision, or any part thereof, but this Agreement shall be construed as if such invalid or unenforceable term, phrase, clause, paragraph, restriction,
covenant, agreement or other provision had never been contained herein unless the deletion of such term, phrase, clause, paragraph, restriction, covenant, agreement or other provision would result in such a material change as to cause the covenants
and agreements contained herein to be unreasonable or would materially and adversely frustrate the objectives of the parties as expressed in this Agreement. 
 20. SURVIVAL. The obligations set out in paragraph 3, 4, and 5 of this Agreement shall survive the termination of this Agreement and shall remain binding upon Heli-One until such time as such
benefits are paid in full to the Executive or his or her estate. The obligations set out in paragraphs 6, 7, 8 and 10 of this Agreement shall survive indefinitely and the obligations set out in paragraph 9 shall survive for twelve (12) months
following termination of the Executive’s employment under this Agreement. 
 21. CONTROLLING LAW; JURISDICTION AND VENUE; CONSTRUCTION.
Except as otherwise provided in paragraph 21, this Agreement shall be governed by, and 

  
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construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of laws. The exclusive venue for any litigation between Executive and CHC for any
dispute arising out of this Agreement shall be the state or federal courts located in [City, State], and Executive hereby consents to any such court’s exercise of personal jurisdiction over the Executive for such purpose. All headings in this
Agreement have been inserted solely for convenience of reference only, are not to be considered a part of this Agreement and shall not affect the interpretation of any of the provisions of this Agreement. 

22. COMPLIANCE WITH 409A. To the extent applicable, it is intended that this Agreement (including all amendments thereto) comply with the
provisions of Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”), so that the income inclusion provision of Section 409A(a)(1) of the Code do not apply to Executive. This Agreement shall be
interpreted and administered in a manner consistent with this intent. 
 23. INDEPENDENT LEGAL ADVICE. The Executive agrees that the
contents, terms and effect of this Agreement have been explained to the Executive by a lawyer and are fully understood or that the Executive has waived the right to seek legal advice but fully understands and accepts the contents, terms and affect
of this Agreement. 
 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts in .pdf format or otherwise, each of
which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to constitute one and the same agreement. 
 THIS SPACE LEFT BLANK INTENTIONALLY 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above. 
  

					
	 /s/ Peter Bartolotta
	 		 	 /s/ illegible

	Executive	 		 	Witness
			
	HELI-ONE AMERICAN SUPPORT, L.L.C.	 		 	
			
	 /s/ William Amelio
	 		 	
	William Amelio, President & CEO