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 mor e 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
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