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PETROLEUM HELICOPTERS,
INC.
SENIOR MANAGEMENT BONUS
PLAN
This Plan governs
bonus awards granted annually by the Company, a portion of which is
current compensation and the balance of which is deferred
compensation payable in subsequent years on the condition that the
employees continue providing services to the Company. The Plan is
for a select group of management and highly-compensated employees
and is intended to be a nonqualified deferred compensation plan.
The Plan is effective January 1, 2005.
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(a)
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“Award” for a calendar
year means the total amount which has been fixed for such year by
the Board or the Committee to be payable under this Plan to
Participants.
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(b)
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“Board” means the Board
of Directors of Petroleum Helicopters, Inc.
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(c)
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“Calendar year” or
“year” (unless otherwise specified) means the twelve
month period ending on December 31.
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(d)
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“Committee” means the
Compensation Committee established by the Board.
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(e)
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“Company” means
Petroleum Helicopters, Inc., a Louisiana corporation, and any
successor thereto.
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(f)
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“Disability” means any
mental or physical impairment which qualifies the Participant for
long-term disability under the Company’s group long-term
disability insurance plan, if any. If the Company has no group
long-term disability insurance plan in force which covers the
Participant, the Participant shall be deemed “Disabled”
or subject to a “Disability” if he or she qualifies for
benefits for permanent and total disability under Federal Old Age
and Survivor Insurance, provided the disability arose while the
Participant was actively employed by the Company.
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(g)
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“Participant” means an
employee of the Company, or a Subsidiary, who is designated by the
Committee for participation in the Plan, or a person who was such
at the time of his retirement, death, disability or resignation and
who retains, or whose beneficiaries retain, benefits under the Plan
in accordance with its terms.
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(h)
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“Plan” means this Senior
Management Bonus Plan as it may be amended from time to
time.
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(i)
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“Retirement” or
“retires” means retirement at or after attaining age
62.
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(j)
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“Share” means the amount
of the Award granted to a Participant for a specific calendar
year.
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(k)
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“Subsidiary” means a
company of which PHI owns, directly or indirectly, at least a
majority of the shares having voting power in the election of
directors.
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Designation of Participants and
Allocation of Award
Section 2.1. The Committee shall determine no later
than March 31 following the year for which the Award is
made:
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(a)
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The
Award;
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(b)
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The
name of each Participant entitled to participate in the Award for
the applicable year; and
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(c)
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The
Share granted to a Participant under the Plan or the method by
which the Share is determined.
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Section 2.2. Except as provided in Section 2.3,
payment of a Participant’s Share shall be made as
follows:
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(a)
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One-half of the Share shall be paid
in an immediate cash payment, payable on or before March 31 of
the year following the year for which the Award is made.
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(b)
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The
balance of the Share shall be a contingent, unfunded deferred
amount payable only in accordance with the terms of the Plan.
Payments will be made in equal installments (without increase or
adjustment for earnings) by March 31 of each of the next three
succeeding calendar years, provided that the Participant is
employed by the Company on the December 31 immediately prior
to each payment due date.
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