SEPARATION AGREEMENT AND GENERAL RELEASE

This SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”), dated as of March 6, 2015, is entered into by and between CHC Group Ltd. (the “Company” and, together with its subsidiaries, the “Company Group”), and the undersigned, William J. Amelio (each individually a “Party,” and, collectively, the “Parties”).

A.    The undersigned served as President and Chief Executive Officer of the Company until February 4, 2015 (the “Separation Date”).

B.    The undersigned and the Company have agreed that termination of the undersigned’s employment with the Company shall be treated as a termination “without cause” for purposes of the applicable compensatory agreements to which the undersigned and any member of the Company Group are parties and for purposes of the benefits plans of the Company Group in which the undersigned participates.

C.    By entering into this Agreement (and not revoking the release of claims contained herein (the “General Release”)), the undersigned and the Company desire to specify, as well as settle and conclude, all of the undersigned’s rights and obligations in connection with his employment with the Company Group and the termination thereof and under the Employment Agreement between the Company and the undersigned, dated January 6, 2014 (the “Employment Agreement”).

NOW, THEREFORE, the Parties agree as follows:

I, William J. Amelio, on behalf of myself and my heirs, executors, administrators and assigns hereby release, acquit and forever discharge (i) the Company Group, (ii) Clayton, Dubilier & Rice, LLC and First Reserve Management L.P. and the investment vehicles which are directly or indirectly managed by either Clayton, Dubilier & Rice, LLC or First Reserve Management L.P., and those entities which hold a direct and/or indirect interest in the Company and which serve as the general partner or managing member of any such vehicles or of the general partner or managing members of such vehicles, (iii) the officers, directors, agents, servants, executives, employees, members and stockholders or equity holders of any of the foregoing, (iv) the predecessors, successors, and assigns of any of the foregoing (both individually and in their official capacities) and (v) any and all employee pension benefit or welfare benefit plans of the Company Group (all of the foregoing, collectively, the “Company Released Parties”) from any and all covenants, contracts, claims, charges, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim, whether now or in the future, for indemnification I may have as a result of any third party action against me based on my employment or directorship with the Company Group) existing or claimed to exist now or in the future against any Company Released Party, arising out of or in any way related to agreements, events, acts or conduct at any time prior to the date I execute this General Release, including, but not limited to:

(A)    all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including, but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and

(B)    claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended, the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older Workers Benefit Protection Act, the federal Employee Retirement Income Security Act of 1974, as amended, the federal Americans with Disabilities Act of 1990, the California Fair Employment and Housing Act, as amended, the New York City Human Rights Law, as amended, the Massachusetts Fair Employment Practices Law, as amended, the South Carolina Human Affairs Law, as amended, tort law, contract law, wrongful discharge, discrimination, fraud, defamation, emotional distress, breach of the implied covenant of good faith and fair dealing, libel, slander, invasion of privacy, or violation of any common law duty owed to me;

provided, however, that nothing in this Section 1 shall be construed in any way to:

(1)    release or waive my right or claim to any payment or benefit set forth in this Agreement;

(2)    release or waive the Company Group from its obligation to indemnify me pursuant to the Company’s indemnification obligation pursuant to written agreement or applicable law;

(3)    release any claim by me against the Company Group under the Older Workers Benefit Protection Act relating to the validity or enforceability of this General Release or this Agreement;

(4)    release or waive any claim by me based upon events that occur after the date I execute this General Release;

(5)    release or waive any claim by me against ###-###-#### Holding (Cayman) Inc. (“CHC Cayman”), its direct or indirect stockholders, or owners of any other equity therein, or any of their respective directors, officers or managers (collectively, the “CHC Cayman Parties”) concerning, related to or arising from my investment in CHC Cayman (it being understood that I have no claim, or right to make any claim, with respect to my investment or equity ownership in CHC Cayman against any member of the Company Group or any Company Released Party, other than the CHC Cayman Parties); or

(6)    prohibit me from exercising any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or any other government agency, or to participate in an investigation or proceeding conducted by the EEOC or other such agency (provided, however, that I shall not be entitled to recover any monetary damages or to obtain non-monetary relief in any proceeding under ADEA or other civil rights statute or if such an agency were to pursue any claims relating to my employment with the Company).

I further agree, promise, and covenant that, to the maximum extent permitted by law, neither I, nor any person, organization, or other entity acting on my behalf has filed or will file, charge, claim, sue, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Company Released Parties involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which have been released in this General Release. I also acknowledge that the consideration given under this Agreement for the waiver and release of all claims hereunder is in addition to anything of value to which I was already entitled.

I hereby represent that I have been paid all compensation owed and for all hours worked, except for any compensation or benefits to be paid to me under the terms of this

Agreement, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to the federal Family and Medical Leave Act, the California Family Rights Act, any Company policy or applicable law, and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim.

I have been given twenty-one (21) days to review this General Release and have been given the opportunity to consult with legal counsel, and I am signing this Agreement knowingly, voluntarily, and with full understanding of its terms and effects, and I voluntarily accept the severance payments and benefits provided for herein for the purpose of making full and final settlement of all claims released above. If I have signed this Agreement prior to the expiration of the twenty-one (21) day period, I have done so voluntarily. I also understand that I have seven (7) days after executing this Agreement to revoke this General Release, and that this General Release shall not become effective if I exercise my right to revoke my signature within seven (7) days of execution. If I elect to revoke this General Release during the revocation period, this Agreement shall be void and of no effect in its entirety. However, I understand that the termination of my employment shall still be effective.

including but not limited to entering into contracts on behalf of any member of the Company Group. The undersigned agrees that, as requested by the Company from time to time, he will execute such other documents as may be necessary to evidence these resignations.

execution and delivery of this Agreement and the undersigned’s termination of employment in accordance with the terms thereof.

(including in a press release or interview with the media or other publicly available communication) that is intended to damage the undersigned’s business or reputation; provided that it shall not be a violation of this Section 4(b) for the Company (or any of its executive officers or directors) to make reasonable, customary or other appropriate public remarks as to the performance of the Company Group with respect to periods that include the period of the undersigned’s employment. Nothing in this Section 4(b) shall be interpreted to preclude the Company Group (including its officers and directors) from making any truthful statements about the undersigned (i) in litigation or other legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) and regardless of whether between the Parties, (ii) to the extent required or necessary by applicable law or regulation (including pursuant to SEC rules) or (iii) in response to a public disparaging statement made by the undersigned. The Company will use reasonable efforts to cause its officers and directors to comply with its obligations under this Section 4(b).

the undersigned executes this Agreement prior to such twenty-first (21^st) day, the undersigned acknowledges that he has waived his right to consider during the remainder of such period.

principles. The Parties hereto consent to the jurisdiction of the state and federal courts of the State of Delaware for all purposes in connection with the Restrictive Covenants. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which the undersigned or the Company may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute.

IN WITNESS WHEREOF, this Agreement has been executed by the Parties on the dates indicated below.