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EXHIBIT
10.1
Form of Employee Non-qualified Stock Option Award Letter
under the Bristow Group Inc. 2007 Long Term Incentive
Plan
[Name]
[Location]
Dear
[name]
:
Effective
as of [grant
date] (the “Award Date”), Bristow Group
Inc. (the “Company”) hereby grants to you a
nonqualified stock option
(“Option”) to purchase [number of shares]
Share s 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 full y 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 S hares of Common Stock covered by the
Option is [exercise price]
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 [Date]
(“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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Vesting Date
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Number
of Shares Exercisable
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Note that in most cir cumstances, 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
Award Letter, the Plan
and any other attachments
should be retained in your files for future
reference.
Very
truly yours,
Perry
L. Elders
Executive
Vice President and Chief Financial 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.
The Exercise Price of the Option
may not be reduced, except as otherwise provided in Section
5.5 of the Plan and provided further that any such reduction
does not cause the Option to become subject to Code Section
409A .
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 Exercisabi
lity 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 yo
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