form8k_031308.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I8NvXpUtS6zhRVBO+EnHV4nCOiAROFIDtqVCzopSRuoPCFPJ3hdc2vQwo2FkfoSk cPF83eyVfHQCfmKZ/cNeNA== 0000073887-08-000008.txt : 20080313 0000073887-08-000008.hdr.sgml : 20080313 20080312174055 ACCESSION NUMBER: 0000073887-08-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080311 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080313 DATE AS OF CHANGE: 20080312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bristow Group Inc CENTRAL INDEX KEY: 0000073887 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720679819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0426 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31617 FILM NUMBER: 08684408 BUSINESS ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY SOUTH STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7132677600 MAIL ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY SOUTH STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: OFFSHORE LOGISTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k_031308.htm 409A AMENDMENTS form8k_031308.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2008

Bristow Group Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-31617	72-0679819
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)


2000 W. Sam Houston
Pkwy. S., Suite 1700
Houston, Texas		77042
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 267-7600

Former Name or Former Address, if Changed Since Last Report:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 10, 2008 (the “Effective Date”), Bristow Group Inc. (the “Company”) entered into Amendments to Employment Agreements (the “Amendments”) with William E. Chiles, Perry L. Elders, and Mark B. Duncan for the purpose of bringing their employment agreements into compliance with Internal Revenue Code Section 409A, including the requirement to delay payments to be made upon termination of employment that would be considered deferred compensation pursuant to IRC 409A until the earlier to occur of the executive’s death or the date that is six months and one day after the date of termination of employment.

The foregoing summary is qualified by reference to the copies of the Amendments that are attached as Exhibits 10.1 through 10.3 to this report. The employment agreement of Perry L. Elders was previously described in the Company’s Current Report on Form 8-K filed on February 17, 2006; the employment agreements of William E. Chiles and Mark B. Duncan were previously described in the Company’s Current Report on Form 8-K filed on June 8, 2006.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Description of Exhibit

10.1		Amendment to Employment Agreement dated March 10, 2008 by and between Bristow Group Inc. and William E. Chiles.
10.2		Amendment to Employment Agreement dated March 10, 2008 by and between Bristow Group Inc. and Perry L. Elders.
10.3		Amendment to Employment Agreement dated March 10, 2008 by and between Bristow Group Inc. and Mark B. Duncan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 12, 2008


	BRISTOW GROUP INC. (Registrant)
	By:	/s/ Randall A. Stafford
		Randall A. Stafford
		Vice President and General Counsel, Corporate Secretary

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

10.1		Amendment to Employment Agreement dated March 10, 2008 by and between Bristow Group Inc. and William E. Chiles.
10.2		Amendment to Employment Agreement dated March 10, 2008 by and between Bristow Group Inc. and Perry L. Elders.
10.3		Amendment to Employment Agreement dated March 10, 2008 by and between Bristow Group Inc. and Mark B. Duncan.

EX-10.1 2 ex10w1-031308.htm AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN BRISTOW GROUP & WILLIAM E. CHILES ex10w1-031308.htm

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is entered into this 10th day of March, 2008, by and between Bristow Group Inc. (the “Company”), and William E. Chiles, an individual (the “Executive”). The Company and the Executive are sometimes hereinafter each referred to as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties entered into that certain Amended and Restated Employment Agreement (the “Agreement”) on June 6, 2006 but effective as of June 21, 2004, setting forth the terms under which the Company would employ the Executive; and

WHEREAS, the Parties desire to amend the Agreement in writing as provided under Section 9(a) of the Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties agree as follows:

1. Amendment of the Agreement.

The Parties agree to modify and amend the Agreement as follows:

1.1 The last sentence of Section 2(b) of the Agreement is hereby amended to read as follows:

“Each such Annual Bonus shall be paid following the end of the fiscal year for which the Annual Bonus is awarded and no later than two and one-half months after the end of the fiscal year for which awarded unless the Executive shall elect to defer the receipt of such Annual Bonus under and in accordance with the Company’s deferred compensation plan.”

1.2 The first clause of Section 4(a)(i) is hereby amended to read as follows:

“The Company shall pay to the Executive in a lump sum in cash, at the time provided in Section 4(d), the aggregate of the following amounts:”

1.3 A new sentence shall be added at the end of Section 4(a)(iii) to read as follows:

“Reimbursement of such medical and dental expenses shall be made on or before the last day of the year following the year in which such expenses were incurred.”

1.4 A new sentence shall be added at the end of Section 4(a)(iv) to read as follows:

“The provision of the Company-paid outplacement services shall not extend beyond the last day of the second year following the year in which the Executive’s termination of employment occurs.”

1.5 A new Section 4(d) shall be added at the end of Section 4 to read as follows:

“(d) Time and Form of Payment. Payment of the lump sum payment described in Section 4(a)(i) and of the Accrued Amounts under Sections 4(b) and 4(c) shall be made in a lump sum in cash within 30 days after the Date of Termination, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a ‘short-term deferral’ for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a ‘specified employee’ under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment.”

1.6 The third sentence of Section 9(a) of the Agreement is hereby amended and a new sentence is added immediately thereafter to read as follows:

“In the event of a Delaware Proceeding, the Company shall pay all of the Executive’s reasonable travel expenses incurred by him for the Executive’s travel between the Executive’s principal residence and/or principal place of business at such time and Delaware in connection with such Delaware Proceeding, provided that such travel expenses are incurred during the course of the Delaware Proceeding. Payment or reimbursement of such travel expenses shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of such travel expenses eligible for payment or reimbursement in any year shall not affect the amount of such expenses eligible for payment or reimbursement in any other year.”

1.7 The second sentence of Section 9(g) of the Agreement is hereby amended and a new sentence is added immediately thereafter to read as follows:

“In the event that the validity of this Agreement is challenged (other than by the Executive or the Executive’s representatives), the Executive’s reasonable expenses incurred therewith during the course of such challenge shall be reimbursed by the Company. Reimbursement of such expenses shall be made promptly and in no event later than December 31 of the year following the year in which such expenses were incurred, and the amount of such expenses eligible for reimbursement in any year shall not affect the amount of such expenses eligible for reimbursement in any other year.”

1.8 A new Section 9(k)(v) shall be added at the end of Section 9(k) to read as follows:

“(v) Notwithstanding anything to the contrary in the foregoing provisions of this Section 9(k), in no event shall payment of any Gross-Up Payment or any Underpayment be made later than December 31 of the year next following the year in which the Excise Tax is remitted to the taxing authority. Reimbursement of any costs or expenses incurred by the Executive due to a tax audit or litigation described in Section 9(k)(iii) above shall be made by December 31 of the year following the year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or where as a result of such audit or litigation no taxes are remitted, by December 31 of the year following the year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation.”

1.9 A new second sentence of Section 9(l) shall be added to read as follows:

“The Parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto.”

1.10 Section 10(a)(i)(4) of the Agreement is hereby amended to read as follows:

“(4) any accrued but unused vacation allowances for the year in which the Date of Termination occurs, and”

1.11 Section 10(a)(ii)(4) of the Agreement is hereby amended to read as follows:

“(4) any accrued vacation pay to the extent not theretofore paid, and”

1.12 Section 10(aa)(i) of the Agreement is hereby amended to read as follows:

“(i) a material failure by the Company to comply with any of the material provisions regarding the Executive’s position and duties set forth in Section 1 hereof or the Executive’s compensation and benefits set forth in Section 2 hereof, other than (A) an isolated, insubstantial or inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive, or (B) to the extent necessary to avoid the imposition of any additional tax under Code Section 409A,”

2. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

3. This Amendment, which may be executed in one or more counterparts, is executed as and shall constitute an amendment to the Agreement and shall be construed in connection with and as a part of the Agreement. Except as amended by this Amendment, all the terms and provisions of the Agreement shall remain in full force and effect.

4. This Amendment embodies the entire agreement and understanding between the Parties related to the subject matter hereof and supersedes and replaces any other agreement or understanding between the Parties regarding the subject matter of this Amendment, whether written or oral, prior to this Amendment. This Amendment may not be modified, amended, varied or supplemented except by an instrument in writing signed by the Company and the Executive.

5. This Amendment shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to any conflict of laws rule or provision.

IN WITNESS WHEREOF, each Party has executed this Amendment effective as of the date first written above.

BRISTOW GROUP INC.

	By:	/s/Perry L. Elders
	Name:	Perry L. Elders
	Title	Executive Vice President and
		Chief Financial Officer
	/s/ William E. Chiles
	William E. Chiles

EX-10.2 3 ex10w2-031308.htm AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN BRISTOW GROUP & PERRY L ELDERS ex10w2-031308.htm

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is entered into this 10th day of March 2008, by and between Bristow Group Inc. (the “Company”), and Perry L. Elders, an individual (the “Executive”). The Company and the Executive are sometimes hereinafter each referred to as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties entered into that certain Employment Agreement (the “Agreement”) on February 16, 2006, setting forth the terms under which the Company would employ the Executive; and

WHEREAS, the Parties desire to amend the Agreement in writing as provided under Section 9(a) of the Agreement.

1. Amendment of the Agreement.

The Parties agree to modify and amend the Agreement as follows:

1.1 The last sentence of Section 2(b) of the Agreement is hereby amended to read as follows:

1.2 The first clause of Section 4(a)(i) is hereby amended to read as follows:

“The Company shall pay to the Executive in a lump sum in cash, at the time provided in Section 4(d), the aggregate of the following amounts:”

1.3 A new Section 4(d) shall be added at the end of Section 4 to read as follows:

1.4 The third sentence of Section 9(a) of the Agreement is hereby amended and a new sentence is added immediately thereafter to read as follows:

1.5 The second sentence of Section 9(g) of the Agreement is hereby amended and a new sentence is added immediately thereafter to read as follows:

1.6 Section 9(l) shall be amended to read as follows:

“(l) Section 409A Compliance. If any compensation or benefits provided by this Agreement may result in the application of Section 409A of the Code, the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in an effort to exclude such compensation from the definition of ‘deferred compensation’ within the meaning of such Section 409A or in an effort to comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions, without any diminution in the value of the payments or benefits to the Executive and, in the case of health and medical benefits, without any lapse in coverage. The Parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. Notwithstanding the foregoing, the Company shall not be required to assume any increased economic burden.”

1.7 Section 10(a)(i)(4) of the Agreement is hereby amended to read as follows:

“(4) any accrued but unused vacation allowances for the year in which the Date of Termination occurs, and”

1.8 Section 10(a)(ii)(4) of the Agreement is hereby amended to read as follows:

“(4) any accrued vacation pay to the extent not theretofore paid, and”

1.9 Section 10(aa)(i) of the Agreement is hereby amended to read as follows:

2. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

5. This Amendment shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to any conflict of laws rule or provision.

IN WITNESS WHEREOF, each Party has executed this Amendment effective as of the date first written above.

BRISTOW GROUP INC.

	By:	/s/ William E. Chiles
	Name:	William E. Chiles
	Title	President and Chief Executive Officer

	/s/Perry L. Elders
	Perry L. Elders

EX-10.3 4 ex10w3-031308.htm AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN BRISTOW GROUP & MARK B. DUNCAN ex10w3-031308.htm

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is entered into this 10th day of March, 2008, by and between Bristow Group Inc. (the “Company”), and Mark B. Duncan, an individual (the “Executive”). The Company and the Executive are sometimes hereinafter each referred to as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties entered into that certain Amended and Restated Employment Agreement (the “Agreement”) on June 6, 2006, but effective as of January 24, 2005, setting forth the terms under which the Company would employ the Executive; and

WHEREAS, the Parties desire to amend the Agreement in writing as provided under Section 9(a) of the Agreement.

1. Amendment of the Agreement.

The Parties agree to modify and amend the Agreement as follows:

1.1 The last sentence of Section 2(b) of the Agreement is hereby amended to read as follows:

1.2 The first clause of Section 4(a)(i) is hereby amended to read as follows:

“The Company shall pay to the Executive in a lump sum in cash, at the time provided in Section 4(d), the aggregate of the following amounts:”

1.3 A new Section 4(d) shall be added at the end of Section 4 to read as follows:

1.4 The third sentence of Section 9(a) of the Agreement is hereby amended and a new sentence is added immediately thereafter to read as follows:

1.5 The second sentence of Section 9(g) of the Agreement is hereby amended and a new sentence is added immediately thereafter to read as follows:

1.6 A new second sentence of Section 9(l) shall be added to read as follows: