EX-10.2


 Exhibit 10.2 
  





 
 August 14, 2015 
 Don
Miller 
 Dear Don: 
 Effective as of the date thereof (the
“Award Date”), Bristow Group Inc. (the “Company”) hereby grants to you nonqualified stock options (“Options”) to purchase 26,406 Shares of common stock of the Company, $.01 par value (“Common Stock”),
in accordance with the Bristow Group Inc. 2007 Long Term Incentive Plan (the “Plan”). For the avoidance of doubt, the changes to the vesting of awards under the Plan that were adopted by the Compensation Committee of the Company’s
Board of Directors on June 4, 2014 that were memorialized in the Bristow Group Inc. Management Severance Benefits Plan for U.S. Employees effective as of June 4, 2014 shall not apply to the Nonqualified Stock Option Award contemplated
hereunder. 
 Your Options, including the conditions for the vesting thereof, are more fully described in the attached Appendix A, Terms and Conditions of
Employee Nonqualified Stock Options 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 Options is $39.91 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 Options will expire on
August 14, 2025 (“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”: 
  

					
	Vesting Date	  	Number of Shares Exercisable	 
		
	 August 14, 2016
	  	 	8,802	  
	 August 14, 2017
	  	 	8,802	  
	 August 14, 2018
	  	 	8,802	  

 Note that in most circumstances, on the date(s) you exercise your Options, 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
Options. This Options 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
(the “Committee”). 
  

			
	Bristow Group Inc.	  	
	2103 City West Blvd., 4th Floor, Houston, Texas 77042, United States	  	
	t (713) 267 7600    f (713) 267 7620    www.bristowgroup.com	  	








 



 
  

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

  

	
	Very truly yours,
	
	




	Hilary S. Ware
	Senior Vice President, Administration
	Enclosures








 



 
  

 Acknowledgement and Acceptance 

I, the undersigned, acknowledge that certain terms of this Nonqualified Stock Option Award may supersede the terms of another agreement between me and the
Company or a Company policy otherwise applicable to me, and I hereby accept this Nonqualified Stock Option Award subject to the terms, provisions and conditions of the Plan, the Award Letter, the administrative interpretations thereof and the
determinations of the Committee. 
  

							
	Date: August 14, 2015	 		 	Signature:	 	 /s/ Don Miller

		 		 		 	Don Miller








 



 
  

 Appendix A 

Terms and Conditions of 

Employee Nonqualified Stock Option Award 

August 14, 2015 
 The Options 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. 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.	Exercise Price 

 You may purchase the Shares of Common Stock covered by the Options for the Exercise
Price stated in this Award Letter. The Exercise Price of the Options may not be reduced, except as otherwise provided in Section 5.5 of the Plan and provided further that any such reduction does not cause the Options to become subject to Code
Section 409A. 
  

	2.	Term of Options 

 Your Options expires on the Expiration Date. However, your Options 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 Options be exercised
after the Expiration Date. 
  

	3.	Vesting and Exercisability of Options 

 (a) Unless they become
exercisable on an earlier date as provided in Sections 6 or 7 of this Appendix, your Options 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 Options have become vested and exercisable, you may
exercise the Options as to all or any part of the Shares covered by the vested and exercisable installments of the Options, at any time on or before the earlier of (i) the Option Expiration Date or (ii) the date your Options terminates
under Section 6 of this Appendix. 
 (d) You may exercise the Options only for whole Shares of Common Stock. 

 

	4.	Exercise of Options 

 Subject to the limitations set forth in this Award Letter and in the Plan, your
Options 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 Options 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 Options unless and until such time as your Options have 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 Options, 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 Options 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 Options. 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 Options 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 Options in the event of your death, Disability (as defined below), or other termination of employment. 
  

	 	(1)	Termination of Employment. If your employment terminates for any reason other than death or Disability (as those terms are used below), your Options will expire as to any unvested and not yet exercisable installments of
the Options on the date of the termination of your employment and no additional installments of your Options will become exercisable. Your Options will be limited to only the number of Shares of Common Stock which you were entitled to purchase under
the Options 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)	Death or Disability. If your employment terminates by reason of Disability, your Options will become 100% vested and fully exercisable as to all of the Shares covered by the Options and will remain exercisable until the
Expiration Date. If your employment terminates by reason of your death, your Options will become 100% vested and fully exercisable as to all of the Shares covered by the Options 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. 

  

	 	(3)	(c) Other Termination of Employment. If your employment terminates prior to the Vesting Date for any reason other than those provided in Section 6(a)(2) above, your unvested Nonqualified Stock Options Award upon
your termination of employment will be forfeited regardless of any provision to the contrary in any Company policy or employment or other agreement between you and the Company as of the date hereof. 


 

	 	(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 Options 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. 

 

	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 Options will immediately become 100% vested and fully exercisable as to all Shares covered by the
Options and the Options 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. 2007 Long Term Incentive Plan Prospectus for a general summary of the federal income tax consequences of your receipt of these Options 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 Options are not intended to be “incentive stock options,” 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 Options. 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 Options. 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 these Options. 

(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 Options and
their 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 Options 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 these Options 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 Options or would like to obtain additional
information about the Plan or the Committee, please contact the Company’s Chief Legal Officer, Bristow Group Inc., 2103 City West Blvd., 4th Floor, 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.