Exhibit
10.4
Form
of Employee Nonqualified Stock Option Award Letter under the Bristow Group
Inc.
2007 Long Term Incentive Plan
«FirstLast»
(address)
Dear
«name»:
Effective
as of ___________ (the “Award Date”), Bristow Group Inc. (the “Company”) hereby
grants to you a nonqualified stock option (“Option”) to purchase __________
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”).
Your
Option
is more fully described in
the attached Appendix A, Terms and
Conditions of Employee Nonqualified Stock Option 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 Option
is
$_______ 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 Option will expire on ________________ (“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”:
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VestingDate
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Number
of Shares Exercisable
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______________,
200___
______________,
200___
______________,
200___
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______________________
______________________
______________________
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Note
that
in most circumstances, on the date(s) you exercise your Option, 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 Option. This Option 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
Option is subject to the approval of the Plan by the stockholders of the Company
at its Annual Meeting of Stockholders to be held in August 2007. In the event
the Plan is not so approved this Option will be null and
void.
This
Award Letter, the Plan and any other attachments should be retained in your
files for future reference.
Very
truly yours,
William
E. Chiles
President
and Chief Executive Officer
Enclosures
Appendix
A
Terms
and Conditions of
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Employee
Nonqualified Stock Option
Award
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The
Option 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 Option for the Exercise
Price stated in this Award Letter.
2. Term
of Option
Your
Option expires on the Expiration Date. However, your Option 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 Option be exercised after the Expiration Date.
3. Vesting
and Exercisability of Option
(a) Unless
it
becomes exercisable on an earlier date as provided in Sections 6 or 7 of this
Appendix, your Option 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 Option has become vested and exercisable, you may exercise the
Option as to all or any part of the Shares covered by the vested and exercisable
installments of the Option, at any time on or before the earlier of (i) the
Option Expiration Date or (ii) the date your Option terminates under Section
6
of this Appendix.
(d) You
may
exercise the Option only for whole Shares of Common Stock.
4. Exercise
of Option
Subject
to the limitations set forth in this Award Letter and in the Plan, your Option
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 Option 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 Option unless
and until such time as your Option has 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 Option, 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 Option 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
Option. 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 Option
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 Option in the event of your death, Disability
(as
defined below), retirement, or other termination of employment.
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(1)
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Termination
of Employment. If your employment terminates for any reason
other than death, Disability or retirement (as those terms are used
below), your Option will expire as to any unvested and not yet exercisable
installments of the Option on the date of the termination of your
employment and no additional installments of your Option will become
exercisable. Your Option will be limited to only the number of
Shares of Common Stock which you were entitled to purchase under
the
Option 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.
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(2)
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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(as determined by the Committee),your Option will become
100% vested and fully exercisable as to all of the Shares covered
by the
Option and will remain exercisable until the Expiration
Date.
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(4)
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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 Option immediately
exercisable and/or make any other modification as permitted under
the
Plan.
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(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 Option will immediately
become 100% vested and fully exercisable as to all Shares covered by the Option
and the Option 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:
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(a)
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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
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(b)
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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
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(c)
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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
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(d)
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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.
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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
this Option 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
Option is not intended to be an “incentive stock option,” 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 Option. 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 Option. 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 this
Option.
(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 Option and its 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 Option
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 this Option 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 Option or would like to obtain additional
information about the Plan or the Committee, 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, the Plan and any other attachments should be retained in your files
for
future reference.