ex10w3-061009.htm


    


    Exhibit
10.3 - Form of Performance Cash Award Letter

    


    June xx,
2009

    


    [Name]

    [Location]

    


    Dear
[Name]:

    


    Bristow
Group Inc. (the “Company”) hereby awards to you effective as of the date
hereof  (“Award Date”) a Performance Cash Award which represents the
opportunity for you to receive up to $____________, which is 200% of
your target award of $_____________,upon
the Company’s achievement of a performance goal over a specified performance
period. This award is made in accordance with the Bristow Group Inc. 2007 Long
Term Incentive Plan (the “Plan”). 

    


    Your
Performance Cash Award is more fully described in the attached Appendix A, Terms
and Conditions of Employee Performance Cash Award (which Appendix A, together
with this letter, is the “Award Letter”). Any capitalized term used and not defined in
the Award Letter has the meaning set forth in the Plan. In the event there is an
inconsistency between the terms of the Plan and the Award Letter, the terms of
the Plan control.

    


    The amount of cash you may earn will be
determined based upon the Company’s achievement of a performance goal during the
three year period following the Award Date as described in Appendix
A.  

    


    Your Performance
Cash Award is
subject to
the terms and conditions set forth in the enclosed Plan, the Prospectus for the
Plan, this
Award Letter and any rules and
regulations adopted by the Compensation Committee of the Company’s Board of Directors in
accordance with the terms of the Plan. Note that in most circumstances, the
amount to be paid to you pursuant to your Performance Cash Award
will be taxable compensation income to you when paid. You should closely review
Appendix A and the Plan Prospectus for important details about the tax treatment
of your Performance Cash Award.

    


    This Award Letter, the Plan, and any other attachments should be retained in your
files for future reference.

    


    Congratulations
on your award.

    


    Very
truly yours,

    


    Hilary S.
Ware

    Vice
President Global Human Resources

    Enclosures

     

     

     

    
      
        
          Bristow
Group Inc. 

          2000 West
Sam Houston Parkway South, Suite 1700 , Houston , Texas   77042 , United
States 

          t  (713)
267 7600    f  (713) 267
7620    www.bristowgroup.com

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Appendix
A

    


    Terms
and Conditions of

    Employee
Performance Cash Award

    June
4, 2009

    


    


    


    The
Performance Cash Award by Bristow
Group Inc. (the “Company”) made to you effective as of the Award Date
provides for the opportunity for you to receive, if certain conditions are met,
a cash payment (“Performance Cash”), subject to the terms and conditions set
forth in the Bristow
Group Inc. 2007 Long Term Incentive Plan (the “Plan”), the enclosed
Prospectus for the Plan, any rules and regulations adopted by the Compensation
Committee of the Company’s Board of Directors (the “Committee”), and this Award
Letter.  Any capitalized term used
and not defined in the Award Letter has the meaning set forth in the Plan. In
the event there is an inconsistency between the terms of the Plan and the Award
Letter, the terms of the Plan control.

     

    


     

    1. Determination
of Earned Cash

     

    (a) Earned Cash.  The exact amount
of the Performance
Cash that will actually be earned by and awarded to you (the “Earned
Cash”) will be based upon the level of achievement by the Company of the
performance standard described below over the three-year period commencing April
1, 2009 and ending March 31, 2012 (the “Performance Cycle”).  The
determination by the Committee with respect to the achievement of such
performance standards will be made in the
first quarter of fiscal year 2013 after all necessary Company and peer
information is available.  The specific date on which such
determination is formally made and approved by the Committee is referred to as
the “Determination Date.”  After the Determination Date, the Company
will notify you of the amount of Earned Cash, if any, to be actually awarded to
you. The payment of the Earned Cash will be made no later than 2 1⁄2 months
after the end of the Performance Cycle.

     

    The
calculation of Earned Cash shall be based on the Company’s Total Shareholder
Return ranking compared to a defined peer group at the end of the Performance
Cycle as determined by the Committee in its sole discretion.  “Total
Shareholder Return” is defined for a given company as the change in share price
plus cumulative dividends paid, assuming dividend reinvestment during the
Performance Cycle, over share price at the beginning of the Performance Cycle of
the applicable company.  Earned Cash will be calculated by multiplying
the target Performance Cash by the appropriate percentage set 

     


    
      
        
           

        

         


      

      
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    forth
below for the percentile rank achieved by the Company. For Total Shareholder
Return performance between the percentile ranks noted below, linear
interpolation will be used to calculate the exact amount of Earned
Cash:

     

    
      
        
          
            
              
                	
                        Percentile

                        Rank

                      	 
      	
                        Percentage

                      	 
      	 
      	
                        Level

                      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        75

                      	 
      	
                        200.00

                      	
                        %

                      	 
      	
                        Maximum

                      
	
                        67

                      	 
      	
                        166.70

                      	
                        %

                      	 
      	 
      
	
                        58

                      	 
      	
                        133.30

                      	
                        %

                      	 
      	 
      
	
                        50

                      	 
      	
                        100.00

                      	
                        %

                      	 
      	
                        Target

                      
	
                        42

                      	 
      	
                        83.30

                      	
                        %

                      	 
      	 
      
	
                        33

                      	 
      	
                        67.70

                      	
                        %

                      	 
      	 
      
	
                        25

                      	 
      	
                        50.00

                      	
                        %

                      	 
      	
                        Entry

                      
	
                        Below
      25th

                      	 
      	
                        ZERO

                      	 
      	 
      	 
      


              

            

          

        

      

       

    

    The
Company’s defined “Peer Group” shall consist of the Company and the following:


     

    
      	
              ·  

            	
              Air
      Methods Corporation,

            


    

    
      	
              ·  

            	
              Complete
      Production Services,

            


    

    
      	
              ·  

            	
              Core
      Laboratories NV,

            


    

    
      	
              ·  

            	
              Dril-Quip,
      Inc.,

            


    

    
      	
              ·  

            	
              GulfMark
      Offshore, Inc.,

            


    

    
      	
              ·  

            	
              Helix
      Energy Solutions Group Inc.,

            


    

    
      	
              ·  

            	
              Hercules
      Offshore Inc.,

            


    

    
      	
              ·  

            	
              Hornbeck
      Offshore Services, Inc.,

            


    

    
      	
              ·  

            	
              NATCO
      Group Inc., 

            


    

    
      	
              ·  

            	
              Oceaneering
      International, Inc.,

            


    

    
      	
              ·  

            	
              Oil
      States International, Inc.,

            


    

    
      	
              ·  

            	
              PHI,
      Inc.,

            


    

    
      	
              ·  

            	
              Pride
      International, Inc.,

            


    

    
      	
              ·  

            	
              Rowan
      Companies, Inc.,

            


    

    
      	
              ·  

            	
              SEACOR
      Holdings Inc.,

            


    

    
      	
              ·  

            	
              Superior
      Energy Services, Inc.,

            


    

    
      	
              ·  

            	
              Tidewater
      Inc.

            


    

     

    For
calculation of Total Shareholder Return, the peer group will include those of
the above companies still in existence on the Determination Date adjusted as
determined by the Committee to account for mergers and acquisitions involving
members of the peer group. Except as provided in Sections 2 and 3 of this
appendix Total Shareholder Return must be positive regardless of ranking for any
Earned Cash to be awarded.

     

    
      
        
        

      

      
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    (b) Committee Determinations. In accordance with the
provisions of the Plan, the Committee shall have the exclusive authority to make
all determinations hereunder, including but not limited to the ranking of the
Company and its Peer Group. Without limiting the foregoing, the Committee shall
have absolute discretion to determine the amount of Earned Cash to which you are
entitled, if any, including without limitation such adjustments as may be
necessary in the opinion of the Committee to account for changes since the date
of the Award Letter. Notwithstanding the foregoing, the Committee shall be
precluded from increasing the amount that would otherwise be obtainable upon the
achievement of the performance goals described in Section 1(a) above to the
extent prescribed by Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”), and the applicable regulations, rulings, and notices
thereunder. The Committee’s determination shall be final, conclusive and binding
upon you.  

     

    2. Termination
of Employment

     

    (a) Termination of Employment in
General.  Except as provided in this Section 2 and Section 3 of
this Appendix, if your employment terminates prior to the Determination Date,
your Performance Cash Award shall be immediately forfeited, and you will not be
entitled to receive any Earned Cash.  

     

    (b) Termination of Employment due to
Death or Disability.  If your employment terminates by reason
of your death or Disability prior to the Determination Date, your Performance
Cash Award will no longer be subject to forfeiture for termination of employment
prior to the Determination Date, and you may still become entitled to Earned
Cash in accordance with Section 1 above if, and only to the extent that, the
Company achieves the performance standard described in Section 1 above;
provided, however, that the amount of Earned Cash otherwise payable to you under
Section 1 shall be prorated by the ratio of the number of your months of
continuous service from the beginning of the Performance Cycle to the date of
death or disability divided by thirty six..  For purposes of this
Appendix, Disability shall have the meaning given that term by the group
disability insurance, if any, maintained by the Company for its employees or
otherwise shall mean your complete inability, with or without a reasonable
accommodation, to perform your duties with the Company on a full-time basis as a
result of physical or mental illness or personal injury you have incurred for
more than 12 weeks in any 52 week period, whether consecutive or not, as
determined by an independent physician selected with your approval and the
approval of the Company.

     

    (c) Termination of Employment due to
Retirement.  If your employment terminates prior to the
Determination Date by reason of your retirement under a retirement program of
the Company or one of its Subsidiaries approved by the Committee after you have
both attained age 62 and completed five continuous years of service (as
determined by the Committee), your Performance Cash Award will no longer be
subject to forfeiture for termination of employment prior to the Determination
Date, and you may still become entitled to Earned Cash in accordance with
Section 1 above if, and only to the extent that, the Company achieves the
performance standard described in Section 1 above; provided, however, that the
amount of Earned Cash otherwise payable to you under Section 1 shall be prorated
by the ratio of the number of your months of continuous service from the
beginning of the Performance Cycle to the date of retirement divided by thirty
six.  The payment of Earned Cash to U.S. taxpayers will be made no
later than 2 1⁄2 months after the end of the Performance Cycle. Payment of Earned
Cash to non US taxpayers will be made in the next regularly scheduled paycheck
after the Determination Date.

     

    
      
        
        

      

      
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    (d) Committee
Determinations.  The Committee shall have absolute discretion
to determine the date and circumstances of the termination of your employment,
and its determination shall be final, conclusive and binding upon
you.

     

    3. Change
in Control

     

    If you
are employed by the Company on the date of a Change in Control of the Company,
you will be entitled to receive Earned Cash in an amount equal to the Target
Level of your Performance Cash Award, and your Earned Cash will be paid to you
no later than 2 1⁄2 months after the end of the taxable year in which the Change
in Control occurs.  A Change in Control of the Company shall be deemed
to have occurred as of the first day any one or more of the following conditions
shall have been satisfied:

     

    (a) The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of Shares representing
35% or more of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that
for purposes of this clause (a), the following acquisitions shall not constitute
a Change in Control: (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation or
other entity controlled by the Company, or (iv) any acquisition by any
corporation or other entity pursuant to a transaction which complies with
subclauses (i), (ii) and (iii) of clause (c) below; or

     

    (b)
Individuals who, as of the Effective Date of the Plan, are members of the Board
of Directors of the Company (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board of Directors of the Company;
provided, however, that for purposes of this clause (b), any individual becoming
a director subsequent to the date hereof whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board, shall be
considered as though such individual were a member of 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
Board of Directors of the Company; or

     

    (c)
Consummation of a reorganization, merger, conversion or consolidation or sale or
other disposition of all or substantially all of the assets of the Company (a
“Business Combination”), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the then outstanding combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors of the corporation or other entity resulting from such
Business Combination (including, without limitation, a corporation or other
entity 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
Voting Securities, (ii) no Person (excluding any corporation or other entity
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation or other entity resulting from
such Business Combination) beneficially owns, directly or indirectly, 35% or
more of the combined voting power of the then outstanding voting securities of
the corporation or other entity resulting from such Business Combination except
to the extent that such ownership existed prior to the Business Combination and
(iii) at least a majority of the members of the board of directors of the
corporation or other entity 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 Board of Directors of the Company, providing
for such Business Combination; or

     

    
      
        
        

      

      
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    (d)
Approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company other than in connection with the transfer of all or
substantially all of the assets of the Company to an affiliate or a Subsidiary
of the Company.

     

    4. Tax
Consequences and Income Tax Withholding

     

    (a) You
should review the Plan Prospectus for a general summary of the U.S. federal
income tax consequences of your receipt of this Performance Cash Award based on
currently applicable provisions of the Code and related
regulations.  The summary does not discuss state and local tax laws or
the laws of any other jurisdiction, which may differ from U.S. federal tax
law. Neither the
Company nor the Committee guarantees the tax consequences of your Performance
Cash Award.  You are advised to consult your own tax advisor regarding
the application of the tax laws to your particular situation.

     

    (b) The
Performance Cash Award under this Award Letter is subject to the satisfaction of
any applicable U.S. federal, state or local withholding tax liability arising in
connection with the award.  The Company will withhold the necessary
amount from your Earned Cash upon making payment to you as required by
law.  You may not elect for such withholding to be greater than the
minimum statutory
withholding tax liability arising from the Performance Cash Award. 

     

    (c) In
addition, you must make arrangements satisfactory to the Committee to satisfy
any applicable withholding tax liability imposed under the laws of any other
jurisdiction arising from the Performance Cash Award hereunder.

     

    5. Effect
on Other Benefits

     

    Income
recognized by you as a result of this Performance Cash Award, and the
entitlement to and payment of your Earned Cash, will not be included in the
formula for calculating benefits under any of the Company’s retirement and
disability plans or any other benefit plans.

     

    6.  Compliance With Laws

     

    This Award Letter and your
Performance
Cash Award shall be subject to all
applicable federal and state laws. The Plan and
this Award Letter shall be interpreted, construed and constructed in accordance
with the laws of the State of Delaware without regard to its conflicts of law
provisions, except as may be superseded by applicable laws of the United
States.

     

    
      
        
        

      

      
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    7.  Miscellaneous

     

    (a) Not an Agreement for Continued
Employment or Services.  This Award Letter and your Performance
Cash Award will not, and no provision of this Award Letter will be construed or
interpreted to, create any right to be employed by or to provide services to or
to continue your employment with or to continue providing services to the
Company or the Company’s affiliates, or to the Parent or Subsidiaries or their
affiliates.  

     

    (b) Community
Property.  Each spouse individually is bound by, and such
spouse’s interest, if any, in this Performance Cash Award is subject to the
terms of this Award Letter.  Nothing in this Award Letter shall create
a community property interest where none otherwise exists.

     

    (c) Amendment for Code Section
409A.  This Performance Cash Award is intended to be exempt
from Code Section 409A.  If the Committee determines that this
Performance Cash Award may be subject to Code Section 409A, the Committee may,
in its sole discretion, amend the terms and conditions of this Award Letter to
the extent necessary to comply with Code Section 409A or otherwise to exempt the
Performance Cash Award from Code Section 409A.  Notwithstanding the
foregoing, the Company shall not be required to assume any economic burden in
connection therewith.  

     

    If you
have any questions regarding your Performance Cash Award or would like to obtain
additional information about the Plan or the Committee, please contact the
Company’s General Counsel, Bristow Group Inc., 2000 W. Sam Houston Parkway
South, Suite 1700, Houston, Texas 77042 (telephone (713) 267 -
7600).   Your Award Letter, the Plan and all attachments should
be retained in your files for future reference.

     

    



    
      
         


      

      
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