ex10w3ar060407.htm


    Exhibit
      10.3 William E. Chiles Restricted Stock Award Document

    


    May
      3,
      2007

    


    William
      E. Chiles

    2000
      W.
      Sam Houston Pkwy. S.

    Houston,
      Texas 777042

    


    


    Dear
      Bill:

    


    Effective
      as of  May 3, 2007 (the “Award Date”), Bristow Group Inc. (the
“Company”) hereby grants to you 34,000 restricted shares (“Restricted Stock”) of
      the common stock, $.01 par value (“Common Stock”)  in accordance with
      the Bristow Group Inc. 2004 Stock  Incentive Plan (the
“Plan”).  Your award is more fully described in the attached Appendix
      A, Terms and Conditions of Employee Restricted Stock Award (which together
      with
      this letter is the “Award Letter”).

    


    Unless
      otherwise provided in the attached Appendix A, the restrictions on all 34,000
      of
      your shares of Restricted Stock will lapse and such shares will vest on the
      third anniversary of the Award Date. Except as otherwise expressly provided
      in
      Appendix A, the Restricted shares will vest and the restrictions will lapse
      in
      accordance with the foregoing sentence provided that you are and have been
      continuously employed by the Company from the Award Date through the date of
      vesting and the lapse of restrictions (the “Vesting Date”).  Except as
      expressly provided in Appendix A, all shares of Restricted Stock as to which
      the
      restrictions thereon have not previously lapsed and are unvested will
      automatically be forfeited upon your termination of employment for any reason
      (temporarily or permanently) prior to the Vesting Date.  In the event
      that a Vesting Date is a Saturday, Sunday or holiday, such particular
      installment of shares will instead vest on the first business day immediately
      following the Vesting Date.

    


    Note
      that
      in most circumstances, on the date your restricted stock award vests, the fair
      market value of the stock 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 award. Your Restricted Stock 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 hereto should be retained
      in
      your files for future reference.

    


    Very
      truly yours,

    


    /s/
      Thomas C. Knudson

    Thomas
      C.
      Knudson

    Chairman
      of the Board

     

    Enclosures


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Appendix
      A

    


    Terms
      and Conditions of

    Employee
      Restricted Stock Award

    May
      3, 2007

    


    The
      restricted Shares (“Restricted Stock”) of common stock, $.01 par value (“Common
      Stock”), granted to you by Bristow Group Inc. (the “Company”) are subject to the
      terms and conditions set forth in the Bristow Group Inc. 2004 Stock Incentive
      Plan (the “Plan”), any rules and regulations adopted by the Compensation
      Committee of the Company’s Board of Directors (the “Committee”), this Award
      Letter and the Prospectus for the Plan.  Any capitalized term used and
      not defined in this Award Letter has the meaning set forth in the
      Plan.  In the event there is an inconsistency between the terms of the
      Plan and this Award Letter, the terms of the Plan control.

     

    1.           Lapse
      of Risk of Forfeiture and Vesting

     

    The
      Restricted Stock granted pursuant to your Award Letter will no longer be subject
      to forfeiture on the Vesting Dates as set forth in your Award Letter provided
      that you have been continuously employed by the Company from the Award Date
      through the respective Vesting Date.  In certain circumstances
      described below, the possibility of forfeiture of your Restricted Stock may
      lapse and the Shares may become 100% vested before the scheduled Vesting
      Date.

     

    2.           Restrictions
      on the Restricted Stock

     

    Until
      the
      restrictions on your Restricted Stock have lapsed and your Shares have become
      vested in accordance with this Award Letter, you may not sell, transfer, assign
      or pledge the Shares.  Immediately upon any attempt to transfer such
      rights, your Restricted Stock, and all of the rights related thereto, will
      be
      forfeited by you and cancelled by the Company.

     

    Shares
      in
      the amount of your Restricted Stock Award will be registered in your name as
      of
      the Award Date, but will be held by the Company on your behalf, together with
      a
      stock power endorsed in blank, until the restrictions on such Shares lapse.
      If
      certificated, each stock certificate shall bear the following
      legend:

     

    the
      transferability of this certificate and the shares of stock represented hereby
      are subject to the restrictions, terms and conditions (including forfeiture
      and
      restrictions against transfer) contained in the Award Letter for such Restricted
      Stock entered into between the registered owner of such shares and Bristow
      Group
      Inc.  a copy of the Award Letter is on file in the office of the
      Secretary of Bristow Group Inc., located at 2000 W. Sam Houston Parkway
      South, Suite 1700, Houston, Texas 77042.

     

    When
      the
      restrictions on Shares of your Restricted Stock lapse and the Shares become
      vested, a certificate representing such Shares, 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).  As a
      condition of this Restricted Stock Award, you agree to execute such additional
      documents and complete and execute such forms as the Committee or the Company
      may require for purposes of this Award Letter.

     

    3.           Dividends
      and Voting

     

    You
      will
      have the right to vote your Restricted Stock, even if it remains subject to
      forfeiture, until it is forfeited.  From the Award Date, all cash
      dividends payable with respect to your Restricted Stock will be paid directly
      to
      you, subject to applicable withholding, at the same time dividends are paid
      with
      respect to all other Shares of Common Stock unless and until any Shares of
      the
      Restricted Stock are forfeited.

     

    4.           Termination
      of Employment

     

    (a)
      Forfeiture and Vesting.  Except as provided in this Section 4 and
      Section 5, if your employment is terminated, your unvested Shares of Restricted
      Stock shall be immediately forfeited.  Any Shares of Restricted Stock
      forfeited hereunder shall automatically revert to the Company and become
      cancelled Shares and shall be again subject to the Plan.

     

    (b)
      Death
      or Disability.  If your employment is terminated by reason of death or
      Disability, all of your Shares of Restricted Stock will no longer be subject
      to
      the possibility of future forfeiture and will be 100% vested.  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 (in either case as determined by the Committee), all of your
      Shares of Restricted Stock will no longer be subject to the possibility of
      future forfeiture and will be 100% vested.

     

    (d)
      Other
      Termination of Employment.  If your employment terminates for any
      reason other than those provided in Sections 4(b) and 4(c) above, your unvested
      Shares of Restricted Stock upon your termination of employment will be
      forfeited, unless otherwise determined by the Committee in its sole
      discretion.

     

    (e)
      Adjustments by the Committee.  The Committee may, in its sole
      discretion, exercised before or after your termination of employment, accelerate
      the vesting of all or any portion of your Shares of Restricted
      Stock.

     

    (f)
      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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.           Change
      in Control

     

    Acceleration
      of Lapse of Restrictions.  All of your Shares of Restricted Stock will
      no longer be subject to forfeiture and will be 100% vested immediately upon
      a
      Change in Control of the Company prior to your termination of
      employment.  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.

     

    6.           Tax
      Consequences and Income Tax Withholding

     

    You
      should review the Plan Prospectus for a general summary of the federal income
      tax consequences of your receipt of Restricted Stock 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 laws.  Neither
      the Company nor the Committee guarantees the tax consequences of your Award
      Letter.  You are advised to consult your own tax advisor regarding the
      application of tax laws to your particular situation.

     

    This
      Award Letter is subject to your satisfaction of applicable withholding
      requirements.  Unless the Committee in its sole discretion determines
      otherwise, to satisfy any applicable federal, state or local withholding tax
      liability arising from the grant or vesting of your Restricted Stock, the
      Company will retain a certain number of Shares of Common Stock having a value
      equal to the amount of your minimum statutory withholding obligation from the
      Shares otherwise deliverable to you upon the vesting of your Restricted
      Stock.

     

    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.

     

    As
      a
      condition of this Restricted Stock Award, you agree to waive your right to
      make
      an election under Code Section 83(b).  Accordingly, no such election
      will be recognized by the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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.  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 and the grant of Restricted Stock and any Common Stock deliverable
      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.

     

    8.           Effect
      on Other Benefits

     

    Income
      recognized by you as a result of your Restricted Stock Award 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 and the Restricted Stock and any Common Stock deliverable 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.

     

    10.           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 Restricted Stock 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 Restricted Stock Award or would like to obtain
      additional information about the Plan, 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 and all attachments should be retained in your files for future
      reference.

     

    This
      Award Letter has been executed and delivered as of the Award Date.