RETIREMENT AGREEMENT AND GENERAL RELEASE

This RETIREMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”), dated as of April 30, 2015, is entered into by and between CHC Group Ltd. (the “Company” and, together with its subsidiaries, the “Company Group”), and the undersigned, Joan S. Hooper (each individually a “Party,” and, collectively, the “Parties”).

A.    The undersigned currently serves as Senior Vice President, Chief Financial Officer of the Company.

B.    The undersigned and the Company have mutually agreed that, effective July 15, 2015 (the “Retirement Date”), the undersigned will resign from her positions with the Company and her employment with the Company will terminate.

C.    The undersigned and the Company have agreed that the undersigned’s retirement from the Company on the Retirement Date 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.

D.    By entering into this Agreement (and not revoking the release of claims contained herein (the “General Release”) or in the Reaffirmed Release (as defined below), 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 her employment with the Company Group and the termination thereof and under the Employment Agreement between the Company and the undersigned, dated January 10, 2014 (the “Employment Agreement”).

NOW, THEREFORE, the Parties agree as follows:

I, Joan S. Hooper, 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 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 my 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, as provided in Section 3(e), 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).

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 (a) 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, (b) 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, (c) I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim and (d) I am not aware of any fraud or wrongdoing by any member of the Company Group and have not been retaliated against for reporting any allegations of fraud or other wrongdoing.

I have been given forty-five (45) 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 forty-five (45) 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.

I further understand and agree that, as a condition to the receipt of the payments and benefits set forth in in this Agreement, I will, at the close of business on the Retirement Date, reaffirm the General Release by signing and delivering the letter attached as Exhibit A to this Agreement (the “Reaffirmed Release”).

plans, consistent with the payments required by other senior executives for such coverage during such period. Notwithstanding the foregoing, the undersigned’s entitlement under this Section 2(b) will cease on such date that the undersigned becomes eligible to receive health insurance coverage from another group health plan due to her employment or services with another entity.

settlement will not be available to her as a means of satisfying her withholding taxes in respect of the Equity Awards (other than the Restricted Shares), and that, to the extent permitted by applicable law, the Company may withhold the amount of such taxes from the other payments to be made under this Agreement.

payments for the 2015 fiscal year are made to continuing employees under the STIP, using a 1.0x personal modifier and based on actual performance as determined by the Compensation Committee of the Board. This bonus amount shall be paid at the same time as annual bonuses are paid to continuing employees under the STIP, and will be subject to applicable withholding taxes. The undersigned acknowledges and agrees that she will not be paid an annual bonus in respect of the Company’s fiscal year ending April 30, 2016.

the execution and delivery of this Agreement and the undersigned’s termination of employment in accordance with the terms thereof (except to the extent otherwise required by a regulatory body).

undersigned by reason of any payments or benefits provided under this Agreement and all such payments and benefits shall be subject to applicable federal, state, local and foreign withholding requirements. Subject to Section 2(c)(vi) hereof and the Tax Equalization Policy, all payments to be made or benefits to be provided to the undersigned in accordance with this Agreement shall be made net of all applicable income and employment taxes required to be withheld from such payments.

seq., as amended, and shall be administered by the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), in accordance with its then-current Employment Arbitration Rules & Procedures (the “JAMS Rules”). THE UNDERSIGNED AND THE COMPANY UNDERSTAND AND FULLY AGREE THAT BY ENTERING INTO THIS AGREEMENT, BOTH THE UNDERSIGNED AND THE COMPANY ARE GIVING UP THE CONSTITUTIONAL RIGHT TO HAVE A TRIAL BY JURY, AND ARE GIVING UP THE NORMAL RIGHTS OF APPEAL FOLLOWING THE RENDERING OF A DECISION, EXCEPT AS THE FEDERAL ARBITRATION ACT AND APPLICABLE FEDERAL LAW ALLOW FOR JUDICIAL REVIEW OF ARBITRATION PROCEEDINGS. Nothing in this Agreement shall prevent either the undersigned or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

or overnight courier service (i) to the Company, addressed to the attention of its General Counsel at the Company’s headquarters and (ii) to the undersigned, at the address contained in the records of the Company (which the undersigned shall update as necessary from time to time). This Agreement may be executed in counterparts (including via facsimile or .pdf file).

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

July 15, 2015

CHC Group Ltd.
190 Elgin Avenue
George Town
Grand Cayman, KY1-9005
Cayman Islands

To Whom it May Concern:

Reference is made to the Retirement Agreement and General Release, effective as of April 30, 2015, previously entered into between CHC Group Ltd. and me (the “Retirement Agreement”).

As provided in the Retirement Agreement, I hereby restate and again provide you and each of the Company Released Parties (as defined in the Retirement Agreement) with the release and waiver of claims set forth in Sections 1 and 6 of the Retirement Agreement, effective as of the date hereof (the “Reaffirmed Release”).

I understand that I have seven (7) days after executing this letter to revoke this Reaffirmed Release, and that this Reaffirmed Release shall not become effective if I exercise my right to revoke my signature within seven (7) days of my execution of this letter. If I elect to revoke this Reaffirmed Release during the revocation period, the Retirement Agreement shall become void and of no effect in its entirety. However, I understand that the termination of my employment shall still be effective as of the Retirement Date.

Sincerely,

Joan S. Hooper

The table below provides the ages and job titles of: (1) the persons in the Decisional Unit (defined below) applicable to the undersigned who were selected, as of the date of this Agreement, for termination of employment and are offered severance benefits in exchange for signing a release of claims and (2) the persons in the Decisional Unit applicable to the undersigned who were not selected, as of the date of this Agreement, for termination of employment and therefore are not offered severance benefits.