8-K

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): June 4, 2009

______________________________

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-31617	72-0679819
(State or other jurisdiction of	Commission File Number)	(IRS Employer
incorporation or organization)		Identification Number)

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):

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

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

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

o                 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Awards Under the Bristow Group Inc. Fiscal Year 2009 Annual Incentive Compensation Plan.  On June 4, 2009, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Bristow Group Inc. (the “Company”) approved the payment of bonuses to participants of the Bristow Group Inc. Fiscal Year 2009 Annual Incentive Compensation Plan (the “2009 Plan”) which was approved on June 5, 2008 as disclosed in our prior 8-K filed on June 6, 2008, in which certain key employees of the Company, including each of the executive officers listed below (the “Named Executive Officers”), of the Company are eligible to participate. The plan provided for payment of cash bonuses to participants following the completion of the fiscal year subject to the attainment of certain performance goals. Performance goals include Earnings per Share (“EPS”), Earnings before Interest Taxes and Depreciation (“EBITDA”), Return on Capital Employed (“ROCE”), safety measures, and a portion related to individual performance, all as defined in the 2009 Plan. The amounts paid were derived after reviewing the performance goals in comparison to actual fiscal year 2009 results. The following are the amounts approved for each of the Named Executive Officers:

Name		Bonus  Amount
William E. Chiles	$	1,050,000
Perry L. Elders (1)	$	448,384
Elizabeth D. Brumley	$	121,285
Richard D Burman (2)	£	122,370
Mark B. Duncan	$	225,680
Randall A. Stafford	$	206,924

(1)           Mr. Elders left the employ of the Company in April 2009.

(2)           Mr. Burman is paid in pounds sterling. The amount shown above would be US$174,989 at the rate in effect on March 31, 2009, the end of our fiscal year ($1.43/£).

Awards under the Bristow Group Inc. 2007 Long Term Incentive Plan.  The Company has previously adopted the Bristow Group Inc. 2007 Long Term Incentive Plan (the “2007 Plan”), under which a maximum of 1,200,000 shares of Common Stock of the Company, or cash equivalents of Common Stock, were reserved for awards to directors, officers and key employees. Awards granted under the 2007 Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, cash awards or any combination thereof. On June 4, 2009, the Compensation Committee approved awards ofstock options, restricted stock and long term performance cash to each of the Named Executive Officers listed below under the 2007 Plan:

Name	Stock Options (Shares)		Restricted Stock  (Shares)		Performance Cash  (at target)
William E. Chiles		74,089		30,377	$	1,000,000
Elizabeth D. Brumley		8,367		3,431	$	112,933
Richard D. Burman		17,884		7,332	$	241,385
Mark B. Duncan		17,957		7,362	$	242,373
Randall A. Stafford		14,917		6,116	$	201,333

Each of the stock options has a ten-year term, has an exercise price equal to the fair market value (as defined in the 2007 Plan) of the Common Stock on the grant date (June 4, 2009) of $32.90 per share.  The options will vest in annual installments of one-third each beginning on the first anniversary of the grant date.  Restricted stock grants vest at the end of three years.  Performance cash awards allow the recipient to receive from - -0- to 200% of the target amount shown at the end of three years depending on how the Company’s total shareholder return (“TSR”) ranks among the Company’s compensation peer group over the performance period.  If the Company’s TSR for the performance period is below the 25th percentile, nothing is earned by the recipient on account of the performance cash award.  The cash payout then ranges from 50% to 200% of the target amount for TSR ranging from the 25th percentile to the 75th percentile.  Each of the awards under the 2007 Plan is dependent on the officer's continued employment with the Company, subject to the conditions and exceptions specified in the awards.

The foregoing description of stock options, restricted stock and performance cash awards is qualified in its entirety by the forms of stock option, restricted stock and performance cash award letters attached hereto as Exhibits 10.1, 10.2 and 10.3, and incorporated herein by reference.

Fiscal Year 2010 Annual Incentive Compensation Plan.  On June 4, 2009, the Compensation Committee approved the Bristow Group Inc. Fiscal Year 2010 Annual Incentive Compensation Plan (the “2010 Plan”) in which certain key employees of the Company, including each of the Named Executive Officers listed below are eligible to participate.  The 2010 Plan provides for payment of cash bonuses to participants following the completion of the fiscal year subject to the attainment of certain performance goals. Performance Goals include EPS, ROCE, safety measures and a portion related to individual performance, all as defined in the 2010 Plan. The following are the participation levels expressed as a percentage of annual salary for each of the Named Executive Officers:

Name	Target Level		Maximum
William E. Chiles	100	%	200	%
Elizabeth D. Brumley	40	%	80	%
Richard R. Burman	50	%	100	%
Mark B. Duncan	50	%	100	%
Randall A. Stafford	50	%	100	%

The foregoing description of the 2010 Plan is qualified in its entirety by the 2010 Plan, a copy of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits.

(c)           Exhibits

Exhibit Number                                                                Description of Exhibit

10.1 Form of Stock Option Award Letter

10.2 Form of Restricted Stock Award Letter

10.3 Form of Performance Cash Award Letter

10.4 Bristow Group Inc. Fiscal Year 2010 Annual Incentive Compensation Plan

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: June 10, 2009

BRISTOW GROUP INC.

(Registrant)

By: /S/ Randall A. Stafford

       Randall A. Stafford

       Vice President and General Counsel, Corporate Secretary

EX-10.1

Exhibit 10.1 – Option Award Letter

June xx, 2009

[Name]

[Location]

Dear [name]:

Effective as of June 4, 2009 (the “Award Date”), Bristow Group Inc. (the “Company”) hereby grants to you a nonqualified stock option (“Option”) to purchase [number of shares] 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 June 4, 2019 (“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”:

Vesting Date	Number of Shares Exercisable
June 4, 2010	000
June 4, 2011	000
June 4, 2012	000

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 Award Letter, the Plan and any other attachments should be retained in your files for future reference.

Very truly yours,

Hilary S. Ware

Vice President Global Human Resources

Enclosures

Bristow Group Inc.

2000 West Sam Houston Parkway South, Suite 1700 , Houston , Texas   77042 , United States

t  (713) 267 7600    f  (713) 267 7620    www.bristowgroup.com

Appendix A

Terms and Conditions of

Employee Nonqualified Stock Option Award

June 4, 2009

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 Pricestated 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 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.

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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.

(1)   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)   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.

(3)   Death or Disability.  If your employment terminates by reason of Disability, 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.  If your employment terminates by reason of your death, your Option will become 100% vested and fully exercisable as to all of the Shares covered by the Option and will remain exercisable by your beneficiary in accordance with the Plan until the Expiration Date.  For purposes of this Appendix, Disability shall have the meaning given that term by the group disability insurance, if any, maintained by the Company for its employees or otherwise shall mean your complete inability, with or without a reasonable accommodation, to perform your duties with the Company on a full-time basis as a result of physical or mental illness or personal injury you have incurred for more than 12 weeks in any 52 week period, whether consecutive or not, as determined by an independent physician selected with your approval and the approval of the Company.

(4)   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.  

(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:

(a) 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) 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

(c) 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

(d) 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.

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.

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(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 Companywithhold 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.

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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.

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EX-10.2

Exhibit 10.2 – Form of Restricted Stock Award Letter

June xx, 2009

[Name]

[Location]

Dear [name]:

Effective as of  June 4, 2009 (the “Award Date”), Bristow Group Inc. (the “Company”) hereby grants to you [number of shares] restricted Shares (“Restricted Stock”) of the 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 Restricted Stock Award is more fully described in the attached Appendix A, Terms and Conditions of Employee Restricted Stock Award (which Appendix A, together with this letter, is the “Award Letter”).  Any capitalized term used and not defined in this Award Letter has the meaning set forth in the Plan.  In the event there is an inconsistency between the terms of the Plan and this Award Letter, the terms of the Plan control.

Unless otherwise provided in the attached Appendix A, the restrictions on your Shares of Restricted Stock will lapse and such Shares will vest on the third anniversary of the Award Date, provided that you have been continuously employed by the Company from the Award Date through the date of vesting and the lapse of restrictions (the “Vesting Date”).  Except as expressly provided in Appendix A, all Shares of Restricted Stock as to which the restrictions thereon have not previously lapsed and which remain unvested will automatically be forfeited upon your termination of employment for any reason prior to the Vesting Date.  In the event that the Vesting Date is a Saturday, Sunday or holiday, such Shares will instead vest on the first business day immediately following the Vesting Date.

Note that in most circumstances, the aggregate Fair Market Value of the Shares of Restricted Stock that vest on the Vesting Date 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 Restricted Stock Award. Your Restricted Stock 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 hereto should be retained in your files for future reference.

Very truly yours,

Hilary S. Ware

Vice President Global Human Resources

Enclosures

Bristow Group Inc.

2000 West Sam Houston Parkway South, Suite 1700 , Houston , Texas   77042 , United States

t  (713) 267 7600    f  (713) 267 7620    www.bristowgroup.com

Appendix A

Terms and Conditions of

Employee Restricted Stock Award

June 4, 2009

The restricted Shares (“Restricted Stock”) of common stock, $.01 par value (“Common Stock”), granted to you by Bristow Group Inc. (the “Company”) are subject to the terms and conditions set forth in the Bristow Group Inc. 2007 Long Term Incentive Plan (the “Plan”), any rules and regulations adopted by the Compensation Committee of the Company’s Board of Directors (the “Committee”), this Award Letter and the Prospectus for the Plan.  Any capitalized term used and not defined in this Award Letter has the meaning set forth in the Plan.  In the event there is an inconsistency between the terms of the Plan and this Award Letter, the terms of the Plan control.

1.           Lapse of Risk of Forfeiture and Vesting

The Restricted Stock granted pursuant to your Award Letter will no longer be subject to forfeiture on the Vesting Dates as set forth in your Award Letter provided that you have been continuously employed by the Company from the Award Date through the respective Vesting Date.  In certain circumstances described below, the possibility of forfeiture of your Restricted Stock may lapse and the Shares may become 100% vested before the scheduled Vesting Date.

2.           Restrictions on the Restricted Stock

Until the restrictions on your Restricted Stock have lapsed and your Shares have become vested in accordance with this Award Letter, you may not sell, transfer, assign or pledge the Shares.  Immediately upon any attempt to transfer such rights, your Restricted Stock, and all of the rights related thereto, will be forfeited by you and cancelled by the Company.

Shares in the amount of your Restricted Stock Award will be registered in your name as of the Award Date, but will be held by the Company on your behalf, together with a stock power endorsed in blank, until the restrictions on such Shares lapse. If certificated, each stock certificate shall bear the following legend:

the transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including forfeiture and restrictions against transfer) contained in the Award Letter for such Restricted Stock entered into between the registered owner of such shares and Bristow Group Inc.  a copy of the Award Letter is on file in the office of the Secretary of Bristow Group Inc., located at 2000 W. Sam Houston Parkway South, Suite 1700, Houston, Texas 77042.

When the restrictions on Shares of your Restricted Stock lapse and the Shares become vested, a certificate representing such Shares, minus any Shares retained to satisfy the applicable tax withholding obligations in accordance with Section 6 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).  As a condition of this Restricted Stock Award, you agree to execute such additional documents and complete and execute such forms as the Committee or the Company may require for purposes of this Award Letter.

3.           Dividends and Voting

You will have the right to vote your Restricted Stock, even if it remains subject to forfeiture, until it is forfeited.  From the Award Date, all cash dividends payable with respect to your Restricted Stock will be paid directly to you, subject to applicable withholding, at the same time dividends are paid with respect to all other Shares of Common Stock unless and until any Shares of the Restricted Stock are forfeited.

4.           Termination of Employment

(a) Forfeiture and Vesting.  Except as provided in this Section 4 and Section 5, if your employment is terminated, your unvested Shares of Restricted Stock shall be immediately forfeited.  Any Shares of Restricted Stock forfeited hereunder shall automatically revert to the Company and become cancelled Shares and shall be again subject to the Plan.

(b) Death or Disability.  If your employment is terminated by reason of death or Disability, all of your Shares of Restricted Stock will no longer be subject to the possibility of future forfeiture and will be 100% vested.  For purposes of this Appendix, Disability shall have the meaning given that term by the group disability insurance, if any, maintained by the Company for its employees or otherwise shall mean your complete inability, with or without a reasonable accommodation, to perform your duties with the Company on a full-time basis as a result of physical or mental illness or personal injury you have incurred for more than 12 weeks in any 52 week period, whether consecutive or not, as determined by an independent physician selected with your approval and the approval of the Company.

(c) 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 (in either case as determined by the Committee), all of your Shares of Restricted Stock will no longer be subject to the possibility of future forfeiture and will be 100% vested.

(d) Other Termination of Employment.  If your employment terminates for any reason other than those provided in Sections 4(b) and 4(c) above, your unvested Shares of Restricted Stock upon your termination of employment will be forfeited, unless otherwise determined by the Committee in its sole discretion.

(e) Adjustments by the Committee.  The Committee may, in its sole discretion, exercised before or after your termination of employment, accelerate the vesting of all or any portion of your Shares of Restricted Stock.

(f) Committee Determinations.  The Committee shall have absolute discretion to determine the date and circumstances of the termination of your employment, and its determination shall be final, conclusive and binding upon you.

5.           Change in Control

Acceleration of Lapse of Restrictions. All of your Shares of Restricted Stock will no longer be subject to forfeiture and will be 100% vested immediately upon a Change in Control of the Company prior to your termination of employment.  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:

(a) 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

(b) 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

(c) 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

(d) 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.

6.           Tax Consequences and Income Tax Withholding

You should review the Plan Prospectus for a general summary of the federal income tax consequences of your receipt of Restricted Stock 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 laws.  Neither the Company nor the Committee guarantees the tax consequences of your Award Letter.  You are advised to consult your own tax advisor regarding the application of tax laws to your particular situation.

This Award Letter is subject to your satisfaction of applicable withholding requirements.  Unless the Committee in its sole discretion determines otherwise, to satisfy any applicable federal, state or local withholding tax liability arising from the grant or vesting of your Restricted Stock, the Company will retain a certain number of Shares of Common Stock having a value equal to the amount of your minimum statutory withholding obligation from the Shares otherwise deliverable to you upon the vesting of your Restricted Stock.

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.

As a condition of this Restricted Stock Award, you agree to waive your right to make an election under Code Section 83(b).  Accordingly, no such election will be recognized by the Company.

7.           Restrictions on Resale

Other than the restrictions referenced in Section 2, there are no restrictions imposed by the Plan on the resale 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 and the grant of Restricted Stock and any Common Stock deliverable 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.

8.           Effect on Other Benefits

Income recognized by you as a result of your Restricted Stock Award 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.

9.           Compliance with Laws

This Award Letter and the Restricted Stock and any Common Stock deliverable 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.

10.           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 Restricted Stock 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 Restricted Stock Award or would like to obtain additional information about the Plan, 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 and all attachments should be retained in your files for future reference.

This Award Letter has been executed and delivered as of the Award Date.

EX-10.3

Exhibit 10.3 - Form of Performance Cash Award Letter

June xx, 2009

[Name]

[Location]

Dear [Name]:

Bristow Group Inc. (the “Company”) hereby awards to you effective as of the date hereof  (“Award Date”) a Performance Cash Award which represents the opportunity for you to receive up to $____________, which is 200% of your target award of $_____________,upon the Company’s achievement of a performance goal over a specified performance period. This award is made in accordance with the Bristow Group Inc. 2007 Long Term Incentive Plan (the “Plan”).

Your Performance Cash Award is more fully described in the attached Appendix A, Terms and Conditions of Employee Performance Cash 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 amount of cash you may earn will be determined based upon the Company’s achievement of a performance goal during the three year period following the Award Date as described in Appendix A.  

Your Performance Cash Award is subject to the terms and conditions set forth in the enclosed Plan, the Prospectus for the Plan, this Award Letter and any rules and regulations adopted by the Compensation Committee of the Company’s Board of Directors in accordance with the terms of the Plan.Note that in most circumstances, the amount to be paid to you pursuant to your Performance Cash Award will be taxable compensation income to you when paid. You should closely review Appendix A and the Plan Prospectus for important details about the tax treatment of your Performance Cash Award.

This Award Letter, the Plan, and any other attachments should be retained in your files for future reference.

Congratulations on your award.

Very truly yours,

Hilary S. Ware

Vice President Global Human Resources

Enclosures

Bristow Group Inc.

2000 West Sam Houston Parkway South, Suite 1700 , Houston , Texas   77042 , United States

t  (713) 267 7600    f  (713) 267 7620    www.bristowgroup.com

Appendix A

Terms and Conditions of

Employee Performance Cash Award

June 4, 2009

The Performance Cash Award by Bristow Group Inc. (the “Company”) made to you effective as of the Award Date provides for the opportunity for you to receive, if certain conditions are met, a cash payment (“Performance Cash”), 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.Determination of Earned Cash

(a)Earned Cash.  The exact amount of the Performance Cash that will actually be earned by and awarded to you (the “Earned Cash”) will be based upon the level of achievement by the Company of the performance standard described below over the three-year period commencing April 1, 2009 and ending March 31, 2012 (the “Performance Cycle”).  The determination by the Committee with respect to the achievement of such performance standardswill be made in the first quarter of fiscal year 2013 after all necessary Company and peer information is available.  The specific date on which such determination is formally made and approved by the Committee is referred to as the “Determination Date.”  After the Determination Date, the Company will notify you of the amount of Earned Cash, if any, to be actually awarded to you. The payment of the Earned Cash will be made no later than 2 ½ months after the end of the Performance Cycle.

The calculation of Earned Cash shall be based on the Company’s Total Shareholder Return ranking compared to a defined peer group at the end of the Performance Cycle as determined by the Committee in its sole discretion.  “Total Shareholder Return” is defined for a given company as the change in share price plus cumulative dividends paid, assuming dividend reinvestment during the Performance Cycle, over share price at the beginning of the Performance Cycle of the applicable company.  Earned Cash will be calculated by multiplying the target Performance Cash by the appropriate percentage set

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forth below for the percentile rank achieved by the Company. For Total Shareholder Return performance between the percentile ranks noted below, linear interpolation will be used to calculate the exact amount of Earned Cash:

Percentile Rank	Percentage		Level
75	200.00	%	Maximum
67	166.70	%
58	133.30	%
50	100.00	%	Target
42	83.30	%
33	67.70	%
25	50.00	%	Entry
Below 25th	ZERO

The Company’s defined “Peer Group” shall consist of the Company and the following:

·   Air Methods Corporation,

·   Complete Production Services,

·   Core Laboratories NV,

·   Dril-Quip, Inc.,

·   GulfMark Offshore, Inc.,

·   Helix Energy Solutions Group Inc.,

·   Hercules Offshore Inc.,

·   Hornbeck Offshore Services, Inc.,

·   NATCO Group Inc.,

·   Oceaneering International, Inc.,

·   Oil States International, Inc.,

·   PHI, Inc.,

·   Pride International, Inc.,

·   Rowan Companies, Inc.,

·   SEACOR Holdings Inc.,

·   Superior Energy Services, Inc.,

·   Tidewater Inc.

For calculation of Total Shareholder Return, the peer group will include those of the above companies still in existence on the Determination Date adjusted as determined by the Committee to account for mergers and acquisitions involving members of the peer group. Except as provided in Sections 2 and 3 of this appendix Total Shareholder Return must be positive regardless of ranking for any Earned Cash to be awarded.

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(b)Committee Determinations. In accordance with the provisions of the Plan, the Committee shall have the exclusive authority to make all determinations hereunder, including but not limited to the ranking of the Company and its Peer Group. Without limiting the foregoing, the Committee shall have absolute discretion to determine the amount of Earned Cash to which you are entitled, if any, including without limitation such adjustments as may be necessary in the opinion of the Committee to account for changes since the date of the Award Letter. Notwithstanding the foregoing, the Committee shall be precluded from increasing the amount that would otherwise be obtainable upon the achievement of the performance goals described in Section 1(a) above to the extent prescribed by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable regulations, rulings, and notices thereunder. The Committee’s determination shall be final, conclusive and binding upon you.  

2.Termination of Employment

(a)Termination of Employment in General.  Except as provided in this Section 2 and Section 3 of this Appendix, if your employment terminates prior to the Determination Date, your Performance Cash Award shall be immediately forfeited, and you will not be entitled to receive any Earned Cash.  

(b)Termination of Employment due to Death or Disability.  If your employment terminates by reason of your death or Disability prior to the Determination Date, your Performance Cash Award will no longer be subject to forfeiture for termination of employment prior to the Determination Date, and you may still become entitled to Earned Cash in accordance with Section 1 above if, and only to the extent that, the Company achieves the performance standard described in Section 1 above; provided, however, that the amount of Earned Cash otherwise payable to you under Section 1 shall be prorated by the ratio of the number of your months of continuous service from the beginning of the Performance Cycle to the date of death or disability divided by thirty six..  For purposes of this Appendix, Disability shall have the meaning given that term by the group disability insurance, if any, maintained by the Company for its employees or otherwise shall mean your complete inability, with or without a reasonable accommodation, to perform your duties with the Company on a full-time basis as a result of physical or mental illness or personal injury you have incurred for more than 12 weeks in any 52 week period, whether consecutive or not, as determined by an independent physician selected with your approval and the approval of the Company.

(c)Termination of Employment due to Retirement.  If your employment terminates prior to the Determination Date by reason of your retirement under a retirement program of the Company or one of its Subsidiaries approved by the Committee after you have both attained age 62 and completed five continuous years of service (as determined by the Committee), your Performance Cash Award will no longer be subject to forfeiture for termination of employment prior to the Determination Date, and you may still become entitled to Earned Cash in accordance with Section 1 above if, and only to the extent that, the Company achieves the performance standard described in Section 1 above; provided, however, that the amount of Earned Cash otherwise payable to you under Section 1 shall be prorated by the ratio of the number of your months of continuous service from the beginning of the Performance Cycle to the date of retirement divided by thirty six.  The payment of Earned Cash to U.S. taxpayers will be made no later than 2 ½ months after the end of the Performance Cycle. Payment of Earned Cash to non US taxpayers will be made in the next regularly scheduled paycheck after the Determination Date.

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(d)Committee Determinations.  The Committee shall have absolute discretion to determine the date and circumstances of the termination of your employment, and its determination shall be final, conclusive and binding upon you.

3.Change in Control

If you are employed by the Company on the date of a Change in Control of the Company, you will be entitled to receive Earned Cash in an amount equal to the Target Level of your Performance Cash Award, and your Earned Cash will be paid to you no later than 2 ½ months after the end of the taxable year in which the Change in Control occurs.  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:

(a) 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

(b) 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

(c) 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) 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.

4.Tax Consequences and Income Tax Withholding

(a)You should review the Plan Prospectus for a general summary of the U.S. federal income tax consequences of your receipt of this Performance Cash Award 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 Performance Cash Award.  You are advised to consult your own tax advisor regarding the application of the tax laws to your particular situation.

(b)The Performance Cash Award under this Award Letter is subject to the satisfaction of any applicable U.S. federal, state or local withholding tax liability arising in connection with the award.  The Company will withhold the necessary amount from your Earned Cash upon making payment to you as required by law.  You may not elect for such withholding to be greater than the minimum statutory withholding tax liability arising from the Performance Cash Award.

(c)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 the Performance Cash Award hereunder.

5.Effect on Other Benefits

Income recognized by you as a result of this Performance Cash Award, and the entitlement to and payment of your Earned Cash, 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.

6.  Compliance With Laws

This Award Letter and your Performance Cash Award shall be subject to all applicable federal and state laws.The Plan and this Award Letter shall be interpreted, construed and constructed in accordance with the laws of the State of Delaware without regard to its conflicts of law provisions, except as may be superseded by applicable laws of the United States.

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7.  Miscellaneous

(a)Not an Agreement for Continued Employment or Services.  This Award Letter and your Performance Cash Award will not, and no provision of this Award Letter will 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, or to the Parent or Subsidiaries or their affiliates.  

(b)Community Property.  Each spouse individually is bound by, and such spouse’s interest, if any, in this Performance Cash Award 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 Performance Cash Award is intended to be exempt from Code Section 409A.  If the Committee determines that this Performance Cash 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 or otherwise to exempt the Performance Cash Award from Code Section 409A.  Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith.  

If you have any questions regarding your Performance Cash Award 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 all attachments should be retained in your files for future reference.

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EX-10.4

Exhibit 10.4
 

BRISTOW GROUP INC.

FY 2010 Annual Incentive Compensation Plan

Plan Provisions

June 4, 2009

PURPOSE

To provide certain designated officers and employees the opportunity to share in the performance of the company by achieving specific financial and safety goals and key individual objectives.

Participants will be required to uphold and certify their performance of the Company’s legal and ethical standards as described in the Code of Business Integrity and the policies that support the Code; and shall use the Company’s statement of Core Values and the Leadership Charter as guidelines for the conduct of business and working relationships.

ELIGIBILITY

·   Certain designated officers, employees of the Company, and participating affiliates may be eligible to participate in the plan.  Participants are recommended to and approved by the CEO and in the case of Executive Officers approved by the Compensation Committee. In order to be eligible an employee must be actively employed in a bonus eligible position for a minimum of three months.

·   Employees who are designated for participation in the plan and employed after the commencement of the Plan year will be eligible to participate in the plan on a pro-rata basis for such plan year.

·   Executive Officers will be assigned to a specific eligibility level set as a percentage of actual base salary designated by the Compensation Committee.  Other participants will be assigned to a specific eligibility level designated by management.  The Entry, Expected and Maximum incentive award opportunity as a percent of actual base salary will range as follows:

Salary Grade	Entry Award	Expected Award	Maximum Award
10	18%	45%	90%
9	16%	40%	80%
8	14%	35%	70%
7	12%	30%	60%
6	10%	25%	50%
5	8%	20%	40%
3-4	6%	15%	30%
1-2	4%	10%	20%

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KEY PERFORMANCE INDICATORS (KPI’S) AND WEIGHTS

·   KPI’s are selected and weighted to give emphasis to performance for which participants have the most direct control.  KPI’s may vary among participants and may change from year to year.

·   The Compensation Committee has approved the KPI’s and weights.

·   All participants will be assigned safety and financial performance measures at the consolidated corporate level. Achievement of the safety measure is subject to the fatality qualifier described below

·   All participants will share in the overall performance of the company as measure at the consolidated corporate level.

·   Each participant will have a discretionary “individual performance” component, and will be evaluated based on specific individual objectives (scorecard) and an overall performance evaluation of their contribution to the organization as well as the performance of the Country, Business Unit and/or Division in which they are employed.

·   The performance measures and their weightings for Fiscal Year 2010 will be ROCE (25%), EPS (25%), TRIR (10%), AAR (15%) and Individual Performance (25%). Awards will be based upon actual results for the fiscal year as compared to the FY 2010 budget.

·   Each participant will receive an individual Incentive Award Determination Worksheet that contains his or her specific incentive award opportunity, KPI’s, and performance goals.

·   Attachment I summarizes the KPI’s for the FY10 Incentive Plan.

KPI DEFINITIONS

The following definitions will determine the calculation of each KPI.

Safety TRIR – Bristow Group consolidated Total Recordable Incident Rate for the fiscal year, meaning the total number of recordable safety incidents per 200,000 man hours.

Safety AAR – Bristow Group consolidated Air Accident Rate for the fiscal year meaning the number of Air Accidents as defined by the International Civil Aviation Organizations (ICAO) Annex 13 in compliance with the NTSB and CAA definitions.

Fatality – If during the fiscal year, there is a fatality in administrative, ground or air operations to an employee, passenger, bystander or anyone involved in operations at hand, the award for the safety performance component will be zero for all participants in the Country where the fatality took place, then in a direct line up through the organization to include participants in the related Business Unit headquarters, Division headquarters and Corporate headquarters.

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ROCE – Bristow Group consolidated Return on Capital Employed for the fiscal year meaning Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) divided by Bristow Group consolidated Capital Employed for the same period.

Capital Employed – Bristow Group consolidatedCapital Employed meaning the value of all assets and investments used to generate EBITDA including but not limited to aircraft and working capital.  Capital Employed is measured at the end of each quarter and the Capital Employed used in calculating ROCE is the average of Capital Employed at the beginning of a period and each measurement date during that period (i.e. Capital Employed for FY 2010 is the average of Capital Employed at 3/31/09, 6/30/09, 9/30/09, 12/31/09 and 3/31/10). Fair market value for a particular aircraft model is set annually during the Annual Business Plan cycle and then held constant through the following fiscal year. Net Book Value is used to value all non-aircraft assets.

EPS – Bristow Group consolidatedFully Diluted Earning per Share for the fiscal year, determined in accordance with U.S. generally accepted accounting principles.

Individual Performance - Individual performance may relate specifically to the individual and/or pre-established Country, Business Unit or Division objective goals approved by the Sr. Vice President for the applicable Division. Each individual participant should be evaluated on individual objectives that have been defined at the beginning of the plan year and an overall performance evaluation of the individual’s contributions during the year.  The total amount to all participants for the discretionary component is set as a multiple of the “expected” level ranging from 0 to 200% recommended by Senior Management and approved by the Compensation Committee.

PERFORMANCE GOALS

·   For each non discretionary performance measure, goals for the Entry, Expected, and Maximum levels of performance are set forth in Attachment I.

·   Financial performance goals are based on the Board approved FY2010 operating budget.

·   The Compensation Committee reserves the right to adjust performance goals (up or down) for significant acquisitions, divestitures or events that were not contemplated when the performance goals were initially set.

DETERMINING THE ANNUAL INCENTIVE AWARD

·   Once the FY 2010 plan year has been completed, the safety and financial performance of the corporation will be determined.  For each financial performance measure the performance level will be determined based on the standards established at the beginning of the plan year.  Interpolation will be used between Entry, Expected and Maximum.

·   The actual incentive award earned by each participant will be the sum of the incentive award earned for each KPI including Individual Performance.

·   Incentive Awards will be paid as soon as practical after the end of the plan year and completion and certification of the outside audit of financial results.  Awards to US taxpayers will be made no later than 75 days after the end of the fiscal year. All other awards will be included in the next regularly scheduled paycheck. A participant must be employed on the date awards are paid in order to receive an award.

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·   An individual will not receive his/her incentive award until they have signed a certification of performance under the Code of Business Integrity. The Company may recover the incentive award if it is found that the certification was signed with the knowledge of, or participation in, a prohibited act.

ADMINISTRATION OF PLAN

·   The Compensation Committee approves the plan, with day-to-day responsibility for administration delegated to management.  The Committee will interpret the plan and make appropriate adjustments as necessary.  All interpretations made by the Committee are final.

·   The Compensation Committee will certify the performance results of the company and the total incentive awards paid at the end of the plan year.

·   The incentive awards for the year will be accrued and charged as an expense, before determining the financial performance under the plan.

·   Participants whose employment is terminated for any reason other than death, disability or normal retirement prior to payment of incentive awards will not be eligible to receive an award.

·   Participants whose employment is terminated for reason of death, disability or normal retirement may be eligible for a pro-rated award at the recommendation of management, and approval by the Compensation Committee.

·   The Committee, in its sole discretion, may make special incentive awards to any individual in order to recognize special performance or contributions.

·   This plan is adopted pursuant to the Bristow Group Inc. 2007 Long Term Incentive Plan and will be administered by the Compensation Committee in accordance with the provisions

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