ex10w2ar052407.htm


    Exhibit
      10.2

    Form
      of Employee Nonqualified Stock Option Award Letter under the Bristow Group
      Inc.
      2004 Stock Incentive Plan

    


    «FirstLast»

    (address)

    


    


    Dear
      «name»:

    


    Effective
      as of ___________ (the “Award Date”), Bristow Group Inc. (the “Company”) hereby
      grants to you a nonqualified stock option (“Option”) to purchase __________
      Shares of common stock of the Company, $.01 par value (“Common Stock”), in
      accordance with the Bristow Group Inc. 2004 Stock Incentive Plan (the
“Plan”).

    


    Your
Option
      is more fully described in
      the attached Appendix A, Terms and
      Conditions of Employee Nonqualified Stock Option 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
      price
      at which you may purchase the Shares of Common Stock covered by the Option
      is
      $_______ per Share (“Exercise Price”) which is the Fair Market Value of a Share
      of Common Stock on the Award Date.  Unless otherwise provided in the
      attached Appendix A, your Option will expire on ________________ (“Expiration
      Date”), and will become vested and exercisable in installments (the “Number of
      Shares Exercisable”) as follows, provided that you have been continuously
      employed by the Company from the Award Date through the respective “Vesting
      Date”:

    


    
      	
              VestingDate

            	
              Number
                of Shares Exercisable

            
	
              ______________,
                200___

              ______________,
                200___

              ______________,
                200___

            	
              ______________________

              ______________________

              ______________________

            


    

    


    Note
      that
      in most circumstances, on the date(s) you exercise your Option, the difference
      between the exercise price and the Fair Market Value of the stock on the date
      of
      exercise multiplied by the number of Shares you purchase, will be taxable income
      to you. You should closely review Appendix A and the Plan Prospectus for
      important details about the tax treatment of your Option. This Option is subject
      to the terms and conditions set forth in the enclosed Plan, this Award
      Letter, the Prospectus for the Plan, and any rules and regulations adopted
      by
      the Compensation Committee of the Company’s Board of Directors.

     

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

    


    Very
      truly yours,

    


    


    William
      E. Chiles

    President
      and Chief Executive Officer

    Enclosures


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Appendix
      A

    Terms
      and Conditions of

    
      	
               

            	
              Employee
                Nonqualified Stock Option
                Award

            


    

    
      	
               

            	
              [Date]

            


    

    


    


    The
      Option granted to you by Bristow Group Inc. (the “Company”) to purchase Shares
      of common stock of the Company, $.01 par value (“Common Stock”), is subject to
      the terms and conditions set forth in the Bristow Group Inc. 2004 Stock
      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.  Exercise
      Price

     

    You
      may
      purchase the Shares of Common Stock covered by the Option for the Exercise
      Price stated in this Award Letter.

     

    2.  Term
      of Option

     

    Your
      Option expires on the Expiration Date.  However, your Option may
      terminate prior to the Expiration Date as provided in Section 6 of this Appendix
      upon the occurrence of one of the events described in that
      Section.  Regardless of the provisions of Section 6 of this Appendix,
      in no event can your Option be exercised after the Expiration Date.

     

    3.  Vesting
      and Exercisability of Option

     

    (a)  Unless
      it
      becomes exercisable on an earlier date as provided in Sections 6 or 7 of this
      Appendix, your Option will become vested and exercisable in installments with
      respect to the Number of Shares Exercisable on the respective Vesting
      Date as set forth in this Award Letter.

     

    (b)  The
      number of Shares covered by each installment will be in addition to the number
      of Shares which previously became exercisable.

     

    (c)  To
      the
      extent your Option has become vested and exercisable, you may exercise the
      Option as to all or any part of the Shares covered by the vested and exercisable
      installments of the Option, at any time on or before the earlier of (i) the
      Option Expiration Date or (ii) the date your Option terminates under Section
      6
      of this Appendix.

     

    (d)  You
      may
      exercise the Option only for whole Shares of Common Stock.

     

    4.  Exercise
      of Option

     

    Subject
      to the limitations set forth in this Award Letter and in the Plan, your Option
      may be exercised by written or electronic notice provided to the Company as
      set
      forth below.  Such notice shall (a) state the number of Shares of
      Common Stock with respect to which your Option is being exercised, (b) unless
      otherwise permitted by the Committee, be accompanied by a wire transfer,
      cashier’s check, cash or money order payable to the Company in the full amount
      of the Exercise Price for any Shares of Common Stock being acquired plus any
      appropriate withholding taxes (as provided in Section 8 of this Appendix),
      or by
      other consideration in the form and manner approved by the Committee pursuant
      to
      Sections 5 and 8 of this Appendix, and (c) be accompanied by such additional
      documents as the Committee or the Company may then require.  If any
      law or regulation requires the Company to take any action with respect to the
      Shares specified in such notice, the time for delivery thereof, which would
      otherwise be as promptly as possible, shall be postponed for the period of
      time
      necessary to take such action.  You shall have no rights of a
      stockholder with respect to Shares of Common Stock subject to your Option unless
      and until such time as your Option has been exercised and ownership of such
      Shares of Common Stock has been transferred to you.

     

    As
      soon
      as practicable after receipt of notification of exercise and full payment of
      the
      Exercise Price and appropriate withholding taxes, a certificate representing
      the
      number of Shares purchased under the Option, minus any Shares retained to
      satisfy the applicable tax withholding obligations in accordance with Section
      8
      of this Appendix, will be delivered in street name to your brokerage account
      (or, in the event of your death, to a brokerage account in the name of your
      beneficiary in accordance with the Plan) or, at the Company’s option, a
      certificate for such Shares will be delivered to you (or, in the event of your
      death, to your beneficiary in accordance with the Plan).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.  Satisfaction
      of Exercise Price

     

    (a)  Payment
      of Cash or Common Stock.Your Option may be exercised by payment in
      cash (including cashier’s check, money order or wire transfer payable to the
      Company), in Common Stock, in a combination of cash and Common Stock or in
      such
      other manner as the Committee in its discretion may provide.

     

    (b)  Payment
      of Common Stock.   The Fair Market Value of any Shares of
      Common Stock tendered or withheld as all or part of the Exercise Price shall
      be
      determined in accordance with the Plan on the date agreed to by the Company
      in
      advance as the date of exercise.  The certificates evidencing
      previously owned Shares of Common Stock tendered must be duly endorsed or
      accompanied by appropriate stock powers.  Only stock certificates
      issued solely in your name may be tendered in exercise of your
      Option.  Fractional Shares may not be tendered in satisfaction of the
      Exercise Price; any portion of the Exercise Price which is in excess of the
      aggregate Fair Market Value of the number of whole Shares tendered must be
      paid
      in cash.  If a certificate tendered in exercise of the Option
      evidences more Shares than are required pursuant to the immediately preceding
      sentence for satisfaction of the portion of the Exercise Price being paid in
      Common Stock, an appropriate replacement certificate will be issued to you
      for
      the number of excess Shares.

     

    6.  Termination
      of Employment

     

    (a)  General.  The
      following rules apply to your Option in the event of your death, Disability
      (as
      defined below), retirement, or other termination of employment.

     

    
      	
              (1)  

            	
              Termination
                of Employment.  If your employment terminates for any reason
                other than death, Disability or retirement (as those terms are used
                below), your Option will expire as to any unvested and not yet exercisable
                installments of the Option on the date of the termination of your
                employment and no additional installments of your Option will become
                exercisable.  Your Option will be limited to only the number of
                Shares of Common Stock which you were entitled to purchase under
                the
                Option on the date of the termination of your employment and will
                remain
                exercisable for that number of Shares for the earlier of 90 days
                following
                the date of your termination of employment or the Expiration
                Date.

            


    

     

    
      	
              (2)  

            	
              Retirement.  If
                your employment terminates by reason of retirement under a retirement
                program of the Company or one of its subsidiaries approved by the
                committee after
                you have attained age 62 and have completed five continuous years
                of
                service(as determined by the Committee),your Option will become
                100% vested and fully exercisable as to all of the Shares covered
                by the
                Option and will remain exercisable until the Expiration
                Date.

            


    

     

    
      	
              (3)  

            	
              Death
                or Disability.  If your employment
                terminates by reason of Disability, your Option will become 100%
                vested
                and fully exercisable as to all of the Shares covered by the Option
                and
                will remain exercisable until the Expiration Date.  If your
                employment terminates by reason of your death, your Option will become
                100% vested and fully exercisable as to all of the Shares covered
                by the
                Option and will remain exercisable by your beneficiary in accordance
                with
                the Plan until the Expiration Date.  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.

            


    

     

    
      	
              (4)  

            	
              Adjustments
                by the Committee.  The Committee may, in
                its sole discretion, exercised before or after your termination of
                employment, declare all or any portion of your Option immediately
                exercisable and/or make any other modification as permitted under
                the
                Plan.  

            


    

     

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

     

    
      
        
        

      

      
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    7.  Change
      in Control

     

    Acceleration
      Upon Change in Control.  Notwithstanding any contrary provisions
      of this Award Letter, upon the occurrence of a Change in Control (as defined
      below) prior to your termination of employment, your Option will immediately
      become 100% vested and fully exercisable as to all Shares covered by the Option
      and the Option will remain exercisable until the Expiration Date.  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

            


    

     

    
      	
               

            	
              (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.

            


    

     

    8.  Tax
      Consequences and Income Tax Withholding

     

    (a)  You
      should review the Bristow Group Inc. 2004 Stock Incentive Plan Prospectus for
      a
      general summary of the federal income tax consequences of your receipt of this
      Option 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 Incentive Award herein.  You are advised to
      consult your own tax advisor regarding the application of the tax laws to your
      particular situation.

     

    (b)  The
      Option is not intended to be an “incentive stock option,” as defined in Section
      422 of the Code.

     

    (c)  This
      Award Letter is subject to your making arrangements satisfactory to the
      Committee to satisfy any applicable federal, state or local withholding tax
      liability arising from the grant or exercise of your Option.  You can
      either make a cash payment to the Company of the required amount or you can
      elect to satisfy your withholding obligation by having the Company retain Shares
      of Common Stock having a Fair Market Value on the date tax is determined equal
      to the amount of your withholding obligation from the Shares otherwise
      deliverable to you upon the exercise of your Option.  You may not
      elect to have the Company withhold Shares of Common Stock
      having a value in excess of the minimum statutory withholding tax
      liability.  If you fail to satisfy your withholding obligation in a
      time and manner satisfactory to the Committee, the Company shall have the right
      to withhold the required amount from your salary or other amounts payable to
      you
      prior to transferring any Shares of Common Stock to you pursuant to this
      Option.

     

    
      
         

      

      
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    (d)  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 your Incentive Award hereunder. You may not elect
      to
      have the Company withhold Shares having a value in excess of the minimum
      withholding tax liability under local law. If you fail to satisfy such
      withholding obligation in a time and manner satisfactory to the Committee,
      no
      Shares will be issued to you or the Company shall have the right to withhold
      the
      required amount from your salary or other amounts payable to you prior to the
      delivery of the Common Stock to you.

     

    9.  Restrictions
      on Resale

     

    There
      are
      no restrictions imposed by the Plan on the resale of Shares of Common Stock
      acquired under the Plan.  However, under the provisions of the
      Securities Act of 1933 (the “Securities Act”) and the rules and regulations of
      the Securities and Exchange Commission (the “SEC”), resales of Shares acquired
      under the Plan by certain officers and directors of the Company who may be
      deemed to be “affiliates” of the Company must be made pursuant to an appropriate
      effective registration statement filed with the SEC, pursuant to the provisions
      of Rule 144 issued under the Securities Act, or pursuant to another exemption
      from registration provided in the Securities Act.  At the present
      time, the Company does not have a currently effective registration statement
      pursuant to which such resales may be made by affiliates.  There are
      no restrictions imposed by the SEC on the resale of Shares acquired under the
      Plan by persons who are not affiliates of the Company; provided, however, that
      all employees, this Award Letter and the Option and its exercise hereunder
      are
      subject to the Company’s policies against insider trading (including black-out
      periods during which no sales are permitted), and to other restrictions on
      resale that may be imposed by the Company from time to time if it determines
      said restrictions are necessary or advisable to comply with applicable
      law.

     

    10.  Effect
      on Other Benefits

     

    Income
      recognized by you as a result of this Award Letter or the exercise of the Option
      or sale of Common Stock 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.

     

    11.  Compliance
      with Laws

     

    This
      Award Letter and any Common Stock that may be issued hereunder shall be subject
      to all applicable federal and state laws and the rules of the exchange on which
      Shares of the Company’s Common stock are traded.  The Plan and this
      Award Letter shall be interpreted, construed and constructed in accordance
      with
      the laws of the State of Delaware and without regard to its conflicts of law
      provisions, except as may be superseded by applicable laws of the United
      States.

     

    12.  Miscellaneous

     

    (a)  Not
      an Agreement for Continued Employment or Services.  This Award
      Letter shall not, and no provision of this Award Letter shall 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, Parent or Subsidiaries or their
      affiliates.  

     

    (b)  Community
      Property.  Each spouse individually is bound by, and such
      spouse’s interest, if any, in the grant of this Option or in any Shares of
      Common Stock 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 Incentive Award is intended to be
      exempt from Code Section 409A.  If the Committee determines that this
      Incentive 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.  

     

    If
      you
      have any questions regarding your Option 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 any other attachments should be retained in your files
      for
      future reference.

     


    
      
        
        

      

      
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