Appendix A Terms and Conditions of Outside Director Restricted Cash Award August 3, 2011
Exhibit 10.1
Form of Outside Director Restricted Cash Award Letter under the Bristow Group Inc. 2007 Long Term Incentive Plan
[Date]
[insert name]
[insert address]
Dear :
Bristow Group Inc. (the “Company”) hereby awards to you effective as of August 3, 2011 (the “Award Date”) Restricted Cash in the amount of $ in accordance with the Bristow Group Inc. 2007 Long Term Incentive Plan (the “Plan”). You will be entitled to receive the amount of cash shown above upon satisfaction of the continued service and other requirements set forth in this letter.
Your Restricted Cash Award is more fully described in the attached Appendix A, Terms and Conditions of Outside Director Restricted Cash Award (which Appendix A, together with this letter, is the “Award Letter”). 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.
Unless otherwise provided in the attached Appendix A, the restrictions on your Restricted Cash will lapse at the end of six months after the Award Date (the “Vesting Date”), such that all of your Restricted Cash will become vested and no longer be subject to forfeiture, provided that you have continued to serve the Company as a member of the Board from the Award Date through the Vesting Date. Except as expressly provided in Appendix A, all Restricted Cash as to which the restrictions thereon have not previously lapsed and which remains unvested will automatically be forfeited if you cease to be a member of the Board for any reason, other than death or Disability, prior to the Vesting Date. In the event that the Vesting Date is a Saturday, Sunday or holiday, your Restricted Cash will instead vest on the first business day immediately following the Vesting Date.
Note that in most circumstances, when your Restricted Cash vests the amount paid to you 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 Restricted Cash. Your Restricted Cash 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/ William E. Chiles
William E. Chiles
President and Chief Executive Officer
Enclosures
Appendix A
Terms and Conditions of
Outside Director Restricted Cash Award
August 3, 2011
The Restricted Cash Award by Bristow Group Inc. (the “Company”) made to you effective as of the Award Date provides for the opportunity for you to receive, if certain conditions are met, a cash award, subject to the terms and conditions set forth in the Bristow Group Inc. 2007 Long Term 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. | Vesting of Restricted Cash |
Except as otherwise provided in Sections 4 and 5 of this Appendix, the Restricted Cash granted pursuant to your Award Letter will no longer be subject to forfeiture at the end of six months after the Award Date (the “Vesting Date”), the amount of cash set forth in the Award Letter will be transferred to you provided that you have continued to serve the Company as a member of the Board from the Award Date through the Vesting Date.
| 2. | Restrictions on Restricted Cash |
Until and unless your Restricted Cash become vested, you do not own the Restricted Cash awarded to you in this Award Letter and you may not attempt to sell, transfer, assign or pledge the Restricted Cash. Immediately upon any attempt to transfer such rights, your Restricted Cash, and all of the rights related thereto, will be forfeited by you and cancelled by the Company.
| 3. | Forfeiture of Restricted Cash |
| (a) | Forfeiture and Vesting. Except as provided in this Section 3 and Section 4, if you cease to be a member of the Board for any reason, other than death or Disability, prior to the Vesting Date, your Restricted Cash shall be immediately forfeited. |
| (b) | Death or Disability. If you cease to be a member of the Board by reason of your death or Disability, your Restricted Cash will be immediately vested in full and will be settled in accordance with the provisions of Section 2 of this Appendix. For purposes of this Appendix, Disability shall mean your complete inability, with or without a reasonable accommodation, to perform your duties as a member of the Board 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) | Committee Determinations. The Committee shall have absolute discretion to determine the date and circumstances of the cessation of your services as a member of the Board, and its determination shall be final, conclusive and binding upon you. |
| 4. | Change in Control |
If you are serving the Company as a member of the Board on the date of a Change in Control of the Company, all of your Restricted Cash will be immediately vested in full and will be settled in accordance with the provisions of Section 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 20% 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, 20% 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 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. |
| 5. | Tax Consequences |
You should review the Plan Prospectus for a general summary of the U.S. federal income tax consequences of your receipt of your Restricted Cash Award based on currently applicable provisions of the Code and related regulations. The summary does not discuss state and local tax laws or the laws of any other jurisdiction, which may differ from U.S. federal tax laws. Neither the Company nor the Committee guarantees the tax consequences of your Restricted Cash Award herein. You are advised to consult your own tax advisor regarding the application of the tax laws to your particular situation.
| 6. | Compliance with Laws |
This Award Letter and the Restricted Cash 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.
| 7. | Miscellaneous |
| (a) | Not an Agreement for Continued Services. This Award Letter shall not, and no provision of this Award Letter shall be construed or interpreted to, create any right to membership on the Board or to continue your membership on the Board. |
| (b) | Community Property. Each spouse individually is bound by, and such spouse’s interest, if any, in this award of Restricted Cash 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) | Code Section 409A. This Restricted Cash Award is intended to be exempt from Code Section 409A. If the Committee determines that this Restricted Cash Award may be subject to Code Section 409A, the Committee may, in its sole discretion, amend the terms and conditions of this Award Letter to the extent necessary to comply with Code Section 409A or otherwise to exempt the Restricted Cash Award from Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. |
If you have any questions regarding your Restricted Cash 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) ###-###-####). 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.
