ex10w3ar052407.htm


    Exhibit
      10.3

    Form
      of Employee Performance Restricted Stock Unit Award Letter under the Bristow
      Group Inc. 2007 Long Term Incentive Plan

    


    «FirstLast»

    (address)

    


    Dear
      «Name»:

    


    Bristow
      Group Inc. (the “Company”) hereby awards to you effective as of ______________,
      200____ (the “Award Date”) _________ Performance Restricted Stock Units in
      accordance with the Bristow Group Inc. 2007 Long Term Incentive Plan (the
“Plan”).  Each Performance Restricted Stock Unit represents the
      opportunity for you to receive one share of common stock of the Company, par
      value $.01 (“Common Stock”), upon the Company’s achievement of a performance
      goal.

    


    Your
      Performance Restricted Stock Unit Award is more fully described in the attached
      Appendix A, Terms and Conditions of Employee Performance Restricted Stock Unit
      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
      number of Shares of Common Stock you may earn will be determined based upon
      the
      Company’s achievement of a performance goal during the three or five year period
      following the Award Date as described in Appendix A.  

    


    Your
Performance
      Restricted Stock
      Units
      are 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, on the
      date your Performance
      Restricted Stock Units vest, the Fair
      Market Value of the stock awarded
      on the vesting
      date 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 Performance Restricted
      Stock
      Units.

    


    This
      Award
      Letter, the Plan,
      and
any
      other
      attachments should be retained in your files for future
      reference. This Performance Award is subject to the approval of
      the Plan by the stockholders of the Company at its Annual Meeting of
      Stockholders to be held in August 2007. In the event the Plan is not so
      approved, this Performance Award will be null and void.

    


    Congratulations
      on your Performance Award.

    


    Very
      truly yours,

    


    


    


    William
      E. Chiles

    President
      and Chief Executive Officer

    Enclosures


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Appendix
      A

    


    Terms
      and Conditions of

    Employee
      Performance Restricted Stock Unit Award

    [Date]

    


    


    


    The
      Performance Restricted Stock Unit Award by Bristow
      Group Inc. (the “Company”) to you effective as of the Award Date provides
      for the opportunity for you to receive, if certain conditions are met, shares
      of
      common stock of the Company, par value $.01 (“Common Stock”), 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.  Vesting
      of Performance Restricted Stock Units

     

    Except
      as
      otherwise provided in Section 4 or 5 of this Appendix:

     

    (a)  The
      Performance Restricted Stock Units awarded
      to you in
this Award Letter will vest, and an equal number of Shares of Common
      Stock will be transferred to you, if the Company’s Average Daily Closing Stock
      Price as quoted on the New York Stock Exchange during the period commencing
      on
      the Award Date and concluding on the date immediately preceding the third
      anniversary of the Award Date (the “Third Anniversary Measurement Period”)
      equals or exceeds _____, provided that you have been continuously employed
      by
      the Company from the Award Date through the third anniversary of the Award
      Date.

     

    (b)  If
      the
      Performance Restricted Stock Units awarded
      to you in
this Award Letter do not vest at the end of the Third Anniversary
      Measurement Period, such Performance Restricted Stock Units will
      vest,
      and an equal number of Shares of Common Stock will be transferred to you, if
      the
      Company’s Average Daily Closing Stock Price as quoted on the New York Stock
      Exchange during the period commencing on the Award Date and concluding on the
      date immediately preceding the fifth anniversary of the Award Date (the “Fifth
      Anniversary Measurement Period”) equals or exceeds _____, provided that you have
      been continuously employed by the Company from the Award Date through the fifth
      anniversary of the Award Date.

     

    (c)  If
      the
      Performance Restricted Stock Units awarded to you pursuant to this Award Letter
      do not vest at the end of either the Third Anniversary Measurement Period or
      the
      Fifth Anniversary Measurement Period, all of your contingent rights under your
      Performance Restricted Stock Units will cease, your Performance Restricted
      Stock
      Units will be forfeited, and you shall not receive any Shares of Common Stock
      with respect to such Performance Restricted Stock Units.

     

    (d)  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 method for calculating the Average Daily Closing Stock Price
      of
      the Common Stock.

     

    (e)  You
      will
      not be required to pay any purchase price for any Common Stock earned pursuant
      to this Award Letter; however, you will be required to satisfy any applicable
      tax withholding pursuant to Section 6 of this
      Appendix.

     

    2.  Restrictions

     

    Until
      and
      unless your Performance Restricted Stock Units become vested, you do not own
      any
      of the Common Stock potentially subject to the Performance Restricted Stock
      Units awarded to you in this Award Letter and you may not attempt to sell,
      transfer, assign or pledge the Performance Restricted Stock Units or the Common
      Stock that may be awarded hereunder.  Immediately upon any attempt to
      transfer such rights, your Performance Restricted Stock Units, and all of the
      rights related thereto, will be forfeited by you and cancelled by the
      Company.  

     

    The
      Performance Restricted Stock Units awarded hereunder shall be accounted for
      by
      the Company on your behalf on a ledger.  Promptly after your
      Performance Restricted Stock Units have vested in accordance with the terms
      hereof (but in no event more than 2 1⁄2 months after your Performance Restricted
      Stock Units have vested), the total number of Shares of Common Stock you have
      earned, minus any Shares retained to satisfy the applicable tax withholding
      obligations in accordance with Section 6 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). 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.  Dividends
      and Voting

     

    The
      Performance Restricted Stock Units granted herein do not give you any rights
      as
      a stockholder of the Company including, but not limited to, voting and dividend
      rights.

     

    4.  Termination
      of Employment

     

    (a)   Forfeiture
      and Vesting.  Except as provided in
      this Section 4 and Section 5 of this Appendix, if your employment is terminated,
      your unvested Performance Restricted Stock Units shall be immediately
      forfeited.  

     

    (b)  Death
      or Disability.  If your employment is terminated by
      reason of death or Disability, your Performance Restricted Stock Units will
      be
      immediately vested in full and will be settled in accordance with the provisions
      of Sections 1 and 2 of this Appendix.  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)  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 Performance Restricted Stock Units will
      no
      longer be subject to forfeiture for termination of employment and may still
      vest
      in accordance with Section 1, above.  

     

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

     

    5.  Change
      in Control

     

    Acceleration
      of Lapse of Restrictions.  If you are employed by the Company on
      the date of a Change in Control of the Company all of your Performance
      Restricted Stock Units will be immediately vested in full and will be settled
      in
      accordance with the provisions of Sections 1 and 2 of this
      Appendix.  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.

     

    
      
         

      

      
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    6.  Tax
      Consequences and Income Tax Withholding

     

    (a)  You
      should review thePlan Prospectus for a general summary of the U.S. federal
      income tax consequences of your receipt of this Performance 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 Award herein.  You are advised to consult your own tax
      advisor regarding the application of the tax laws to your particular
      situation.

     

    (b)  The
      Performance Award under this Award Letter is subject to your
      making  arrangements satisfactory to the Committee to satisfy any
      applicable U.S. federal, state or local withholding tax liability arising from
      the vesting of the Performance Restricted Stock Units. You can either make
      a
      cash payment to the Company of the required amount or, at the discretion of
      the
      Committee, you can elect to satisfy your withholding obligation by having the
      Company retain Common Stock having a Fair Market Value on the date tax is to
      be
      determined approximately equal to the amount of your withholding obligation
      from
      the Shares of Common Stock otherwise deliverable to you upon the vesting of
      your
      Performance Restricted Stock Units. You may not elect for such withholding
      to be
      greater than the minimum
      statutory withholding tax liability arising from the vesting of the Performance
      Restricted Stock units. If you fail to satisfy your withholding obligation
      in a
      time and manner satisfactory to the Committee, no Shares
      will be issued to you or the Company at its discretion 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.  

     

    (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 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.

     

    7.  Restrictions
      on Resale

     

    Other
      than the restrictions referenced in Section 2, there are no restrictions imposed
      by the Plan on the resale 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.  These
      restrictions do not apply to persons who are not affiliates of the Company;
      provided, however, that all employees and the Performance Award made hereby
      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 such
      restrictions are necessary or advisable to comply with applicable
      law.  

     

    8.  Effect
      on Other Benefits

     

    Income
      recognized by you as a result of this award of Performance Restricted Stock
      Units, vesting of your Performance Restricted Stock Units, or settlement in
      Common Stock or payment of dividends on your 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.

     

    9.Compliance
      With Laws

     

    This
      Award Letter, the
Performance
      Restricted Stock Units and
      any Common
      Stock 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 without regard to its conflicts of law
      provisions, except as may be superseded by applicable laws of the United
      States.

     

    
      
        
        

      

      
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    10.Miscellaneous

     

    (a)  Not
      an Agreement for Continued Employment or Services.  This Award
      Letter 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, Parent or Subsidiaries or their
      affiliates.  

     

    (b)  Community
      Property.  Each spouse individually is bound by, and such
      spouse’s interest, if any, in this award of Performance Restricted Stock Units
      or in any Shares of Common Stock that may be awarded hereunder 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 award of Performance Restricted Stock Units
      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 re

     


    
      
        
        

      

      
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