SEC Info - Bristow Group Inc - ‘10-K’ for 3/31/19

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Bristow Group Inc – ‘10-K’ for 3/31/19 – ‘EX-10.90’

On: Monday, 10/28/19, at 4:57pm ET · For: 3/31/19 · Accession #: 73887-19-46 · File #: 1-31617

  As Of               Filer                 Filing    For·On·As Docs:Size

10/28/19  Bristow Group Inc                 10-K        3/31/19  137:32M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.21M 
 2: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     71K 
 3: EX-10.83    Material Contract                                   HTML    124K 
 4: EX-10.88    Material Contract                                   HTML     52K 
 5: EX-10.89    Material Contract                                   HTML     90K 
 6: EX-10.90    Material Contract                                   HTML     92K 
 7: EX-21       Subsidiaries List                                   HTML     76K 
 8: EX-24       Power of Attorney                                   HTML     68K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     46K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     46K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     41K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     41K 
99: R1          Document and Entity Information                     HTML     72K 
29: R2          Consolidated Statements of Operations               HTML    113K 
71: R3          Consolidated Statements of Comprehensive Loss       HTML     74K 
120: R4          Consolidated Statements of Comprehensive Loss       HTML     46K  
                (Parenthetical)                                                  
102: R5          Consolidated Balance Sheets                         HTML    166K  
32: R6          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
74: R7          Consolidated Statements of Cash Flows               HTML    147K 
117: R8          Consolidated Statements of Stockholders'            HTML    134K  
                Investment and Redeemable Noncontrolling Interests               
104: R9          Consolidated Statements of Stockholders'            HTML     43K  
                Investment and Redeemable Noncontrolling Interests               
                (Parenthetical)                                                  
127: R10         Operations, Basis of Presentation and Summary of    HTML    375K  
                Significant Accounting Policies                                  
76: R11         Revenue Recognition                                 HTML    112K 
38: R12         Variable Interest Entities and Other Investments    HTML    220K 
                in Significant Affiliates                                        
50: R13         Property and Equipment, Assets Held for Sale and    HTML    112K 
                Oem Cost Recoveries                                              
126: R14         Debt                                                HTML    203K  
75: R15         Fair Value Disclosures                              HTML    159K 
37: R16         Derivative Financial Instruments                    HTML     91K 
49: R17         Commitments and Contingencies                       HTML    161K 
123: R18         Taxes                                               HTML    215K  
77: R19         Employee Benefit Plans                              HTML    324K 
27: R20         Stockholders' Investment, Earnings Per Share and    HTML    164K 
                Accumulated Other Comprehensive Income                           
70: R21         Segment Information                                 HTML    252K 
122: R22         Quarterly Financial Information (Unaudited)         HTML    114K  
106: R23         Supplemental Condensed Consolidating Financial      HTML   1.01M  
                Information                                                      
26: R24         Operations, Basis of Presentation and Summary of    HTML    146K 
                Significant Accounting Policies (Policies)                       
69: R25         Revenue Recognition (Policies)                      HTML     53K 
121: R26         Variable Interest Entities and Other Investments    HTML     44K  
                in Significant Affiliates (Policies)                             
105: R27         Fair Value Disclosures (Policies)                   HTML     44K  
28: R28         Derivative Financial Instruments (Policies)         HTML     46K 
68: R29         Employee Benefit Plans (Policies)                   HTML     53K 
46: R30         Stockholders' Investment, Earnings Per Share and    HTML     43K 
                Accumulated Comprehensive Income (Policies)                      
34: R31         Operations, Basis of Presentation and Summary of    HTML    284K 
                Significant Accounting Policies (Tables)                         
81: R32         Revenue Recognition (Tables)                        HTML     92K 
128: R33         Variable Interest Entities and Other Investments    HTML    191K  
                in Significant Affiliates (Tables)                               
47: R34         Property and Equipment, Assets Held for Sale and    HTML    101K 
                Oem Cost Recoveries (Tables)                                     
35: R35         Debt (Tables)                                       HTML     93K 
82: R36         Fair Value Disclosures (Tables)                     HTML    158K 
129: R37         Derivative Financial Instruments (Tables)           HTML     89K  
48: R38         Commitments and Contingencies (Tables)              HTML    139K 
33: R39         Taxes (Tables)                                      HTML    208K 
65: R40         Employee Benefit Plans (Tables)                     HTML    315K 
24: R41         Stockholders' Investment, Earnings Per Share and    HTML    164K 
                Accumulated Comprehensive Income (Tables)                        
91: R42         Segment Information (Tables)                        HTML    256K 
107: R43         Quarterly Financial Information (Tables)            HTML    113K  
66: R44         Supplemental Condensed Consolidating Financial      HTML   1.02M 
                Information (Tables)                                             
25: R45         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML    186K 
                SIGNIFICANT ACCOUNTING POLICIES Narrative                        
                (Details)                                                        
92: R46         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML    142K 
                SIGNIFICANT ACCOUNTING POLICIES Immaterial                       
                Corrections to Prior Period Financial Information                
                (Details)                                                        
108: R47         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     48K  
                SIGNIFICANT ACCOUNTING POLICIES Accounts                         
                Receivable Table (Details)                                       
67: R48         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     55K 
                SIGNIFICANT ACCOUNTING POLICIES Inventory Table                  
                (Details)                                                        
23: R49         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     57K 
                SIGNIFICANT ACCOUNTING POLICIES Property and                     
                Equipment Narrative (Details)                                    
44: R50         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     55K 
                SIGNIFICANT ACCOUNTING POLICIES Goodwill Table                   
                (Details)                                                        
60: R51         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     94K 
                SIGNIFICANT ACCOUNTING POLICIES Other Intangible                 
                Assets Tables (Details)                                          
131: R52         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     59K  
                SIGNIFICANT ACCOUNTING POLICIES Loss on Impairment               
                Table (Details)                                                  
84: R53         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     56K 
                SIGNIFICANT ACCOUNTING POLICIES Other Accrued                    
                Liabilities Table (Details)                                      
43: R54         OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF    HTML     46K 
                SIGNIFICANT ACCOUNTING POLICIES Interest Expense,                
                Net Table (Details)                                              
59: R55         REVENUE RECOGNITION Narrative (Details)             HTML     64K 
130: R56         REVENUE RECOGNITION Revenue Recognition Adoption    HTML     84K  
                Impact Table (Details)                                           
83: R57         REVENUE RECOGNITION Remaining Performance           HTML     58K 
                Obligations Table (Details)                                      
45: R58         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    111K 
                IN SIGNIFICANT AFFILIATES VIE Narrative (Details)                
58: R59         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    164K 
                IN SIGNIFICANT AFFILIATES VIE Financials (Details)               
115: R60         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    157K  
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Consolidated (Details)                              
96: R61         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML     98K 
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Unconsolidated (Details)                            
22: R62         VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS    HTML    116K 
                IN SIGNIFICANT AFFILIATES Other Significant                      
                Affiliates - Unconsoildated Tables (Details)                     
64: R63         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     55K 
                OEM COST RECOVERIES Capital Expenditures (Details)               
112: R64         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     79K  
                OEM COST RECOVERIES Sold or Disposed and                         
                Impairments (Details)                                            
93: R65         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     70K 
                OEM COST RECOVERIES Narrative (Details)                          
19: R66         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     66K 
                OEM COST RECOVERIES Assets Held for Sale (Details)               
61: R67         PROPERTY AND EQUIPMENT, ASSETS HELD FOR SALE AND    HTML     61K 
                OEM COST RECOVERIES OEM Cost Recoveries (Details)                
110: R68         DEBT Table (Details)                                HTML     72K  
98: R69         DEBT Narrative (Details)                            HTML    382K 
87: R70         DEBT Convertible debt Tables (Details)              HTML     67K 
132: R71         DEBT Annual Maturities (Details)                    HTML     60K  
54: R72         FAIR VALUE DISCLOSURES Recurring and Non-recurring  HTML    111K 
                Fair Value Measurements (Details)                                
39: R73         FAIR VALUE DISCLOSURES Fair Value of Debt           HTML     72K 
                (Details)                                                        
90: R74         DERIVATIVE FINANCIAL INSTRUMENTS Narrative          HTML     46K 
                (Details)                                                        
135: R75         DERIVATIVE FINANCIAL INSTRUMENTS Fair Value         HTML     60K  
                Derivative Instruments Table (Details)                           
57: R76         DERIVATIVE FINANCIAL INSTRUMENTS Derivative         HTML     46K 
                Instrument AOCI Table (Details)                                  
42: R77         COMMITMENTS AND CONTINGENCIES Aircraft Purchase     HTML    115K 
                Contracts (Details)                                              
85: R78         COMMITMENTS AND CONTINGENCIES Aircraft orders and   HTML     56K 
                options (Details)                                                
136: R79         COMMITMENTS AND CONTINGENCIES Operating Leases      HTML     93K  
                (Details)                                                        
88: R80         COMMITMENTS AND CONTINGENCIES Employee Agreements   HTML     48K 
                (Details)                                                        
133: R81         COMMITMENTS AND CONTINGENCIES Ligitgation,          HTML    101K  
                Environmental, Other Purchase Contracts and Other                
                (Details)                                                        
55: R82         TAXES Components of Deferred Tax Assets and         HTML    127K 
                Liabilities (Details)                                            
40: R83         TAXES Narrative (Details)                           HTML    138K 
89: R84         TAXES Rollforward of deferred tax valuation         HTML     46K 
                allowance (Details)                                              
134: R85         TAXES Component of Income Before Provision For      HTML     48K  
                Income Taxes (Details)                                           
56: R86         TAXES Provision for Income Taxes Table (Details)    HTML     61K 
41: R87         TAXES Reconciliation of U.S. Federal Statutory Tax  HTML     79K 
                Rate (Details)                                                   
86: R88         TAXES Tax Jurisdiction (Details)                    HTML     53K 
137: R89         TAXES Schedule of Unrecognized Tax Benefit          HTML     48K  
                (Details)                                                        
114: R90         EMPLOYEE BENEFIT PLANS Defined Contribution Plans   HTML     45K  
                (Details)                                                        
95: R91         EMPLOYEE BENEFIT PLANS Defined Benefit Plan         HTML     74K 
                Narrative (Details)                                              
21: R92         EMPLOYEE BENEFIT PLANS Rollforward of Change in     HTML     59K 
                Benefit Obligation (Details)                                     
63: R93         EMPLOYEE BENEFIT PLANS Rollforward of Change in     HTML     55K 
                Plan Assets (Details)                                            
113: R94         EMPLOYEE BENEFIT PLANS Reconciliation of Funded     HTML     53K  
                Status (Details)                                                 
94: R95         EMPLOYEE BENEFIT PLANS Components of Net Periodic   HTML     54K 
                Pension Cost (Details)                                           
20: R96         EMPLOYEE BENEFIT PLANS Actuarial Assumptions        HTML     49K 
                (Details)                                                        
62: R97         EMPLOYEE BENEFIT PLANS Plan Allocations (Details)   HTML     54K 
109: R98         EMPLOYEE BENEFIT PLANS Schedule of Fair Value of    HTML    109K  
                Plan Assets (Details)                                            
97: R99         EMPLOYEE BENEFIT PLANS Schedule of Estimated        HTML     52K 
                Future Benefit Payments (Details)                                
119: R100        EMPLOYEE BENEFIT PLANS Incentive and Stock Options  HTML    160K  
                Narrative (Details)                                              
101: R101        EMPLOYEE BENEFIT PLANS Stock Option Activity        HTML     80K  
                Rollforward (Details)                                            
31: R102        EMPLOYEE BENEFIT PLANS Stock Option Assumptions     HTML     54K 
                (Details)                                                        
73: R103        EMPLOYEE BENEFIT PLANS Rollforward of Non-Vested    HTML     64K 
                Restricted Stock (Details)                                       
118: R104        EMPLOYEE BENEFIT PLANS Schedule of Separation       HTML     54K  
                Agreements (Details)                                             
100: R105        STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML     70K  
                ACCUMULATED COMPREHENSIVE INCOME Narrative                       
                (Details)                                                        
30: R106        STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML    102K 
                ACCUMULATED COMPREHENSIVE INCOME Earnings per                    
                Share (Details)                                                  
72: R107        STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND    HTML     75K 
                ACCUMULATED COMPREHENSIVE INCOME Accumulated Other               
                Comprehensive Income (Details)                                   
116: R108        SEGMENT INFORMATION Narrative (Details)             HTML     44K  
103: R109        SEGMENT INFORMATION Revenue by Segment (Details)    HTML     95K  
78: R110        SEGMENT INFORMATION Operating Performance and       HTML    129K 
                Assets by Region (Details)                                       
124: R111        SEGMENT INFORMATION Revenue and Long Lived Assets   HTML     94K  
                by Country (Details)                                             
51: R112        Quarterly Financial Information (Details)           HTML    125K 
36: R113        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    175K 
                INFORMATION - Statement of Operations (Details)                  
80: R114        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML     96K 
                INFORMATION - Statement of Comprehensive Income                  
                (Loss) (Details)                                                 
125: R115        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    217K  
                INFORMATION - Balance Sheets (Details)                           
52: R116        SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL      HTML    145K 
                INFORMATION - Statement of Cash Flows (Details)                  
79: XML         IDEA XML File -- Filing Summary                      XML    255K 
111: EXCEL       IDEA Workbook of Financial Reports                  XLSX    232K  
13: EX-101.INS  XBRL Instance -- brs-20190331                        XML  10.20M 
15: EX-101.CAL  XBRL Calculations -- brs-20190331_cal                XML    442K 
16: EX-101.DEF  XBRL Definitions -- brs-20190331_def                 XML   2.02M 
17: EX-101.LAB  XBRL Labels -- brs-20190331_lab                      XML   3.76M 
18: EX-101.PRE  XBRL Presentations -- brs-20190331_pre               XML   2.58M 
14: EX-101.SCH  XBRL Schema -- brs-20190331                          XSD    373K 
53: ZIP         XBRL Zipped Folder -- 0000073887-19-000046-xbrl      Zip    732K

‘EX-10.90’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.90

BRISTOW GROUP INC.

FISCAL YEAR 2020 NON-EXECUTIVE INCENTIVE PLAN

1.Purpose. This Bristow Group Inc. Fiscal Year 2020 Non-Executive Incentive Plan (the “Plan”) is designed to align the interests of Bristow Group Inc. (the “Company”) and selected eligible employees of the Company and its subsidiaries.

2.Adoption of the Plan. The Company, intending to be legally bound, hereby adopts the Plan effective as of May 1, 2019 (the “Effective Date”). The Plan shall be in effect from the Effective Date and shall continue until March 31, 2020, unless earlier terminated by the Company in accordance with Section 6(f) (the “Term”).

3.Definitions. For purposes of this Plan:

(a)“Administrator” means the Compensation Committee of the Board.

(b)“Board” means the Company’s Board of Directors.

(c)“Catch-Up Payment” means an upward adjustment to the Quarterly Bonus payment for the second, third or fourth Fiscal Quarters of 2019.

(d)“Cause” means (i) the Participant’s willful failure to substantially perform the duties assigned to him or her by the Board or by his or her supervisor, other than any such failure resulting from incapacity due to physical or mental illness; (ii) the Participant’s commission of malfeasance, fraud, or dishonesty, or the Participant’s willful and material violation of Company policies; (iii) the Participant’s indictment or formal charge for, and subsequent conviction of, or plea of guilty or nolo contendere to, a felony, or a misdemeanor involving moral turpitude; or (iv) the Participant’s material breach of any agreement with the Company. “Cause” shall be determined by the Administrator and shall not include an employee’s refusal to accept the relocation of the employee’s job to a location more than (A) fifty (50) miles from his or her then current work location or (B) the distance for moves specified from time to time by the Internal Revenue Service as the “distance test” for deductibility of moving expenses, whichever distance is greater.

(e)“Company Group” means the Company and its direct and indirect majority-owned subsidiaries.

(f)“Compensation” means a Participant’s annual rate of base salary exclusive, among other things, of bonuses and special allowances as in effect on the last day of the applicable Fiscal Quarter.

(g)“Cumulative Performance Goals” means the goals for the Performance Metrics as established by the Administrator for the cumulative periods set forth in the Participation Notice or otherwise communicated to each Participant, for purposes of Catch-Up Payments described in Section 5(b)(ii).

(h)“Fiscal Quarter” means each of the three three-month periods that make up the final fiscal quarters of the Company’s 2020 fiscal year, specifically, July 1, 2019 through September 30, 2019, October 1, 2019 through December 31, 2019, and January 1, 2020 through March 31, 2020.

(i)“Incentive Bonus” means the bonus payable to a Participant under the Plan for the Performance Period, including any Quarterly Bonus, Catch-Up Payment and any adjustment thereto payable hereunder.

(j)“Participation Notice” means the notification provided to a Participant granting a Participant the opportunity to earn an Incentive Bonus under the Plan, as reflected on Exhibit A.

(k)“Performance Goals” means the goals for the Performance Metrics as established by the Administrator for each applicable Fiscal Quarter and set forth in the Participation Notice or otherwise communicated to each Participant.

(l)“Performance Metric” means the specific performance criteria used in determining Performance Goals or Cumulative Performance Goals, as communicated to the Participant in the Participation Notice.

(m)“Performance Period” means the quarterly, cumulative or other performance periods identified in the Participation Notice or otherwise communicated to each Participant.

(n)“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended.

(o)“Stretch Performance” means the Performance Goal established for stretch performance as established by the Administrator for any Fiscal Quarter and set forth in the Participation Notice or otherwise communicated to each Participant.

(p)“Target Performance” means the Performance Goal established for target performance as established by the Administrator for any Fiscal Quarter and set forth in the Participation Notice or otherwise communicated to each Participant.

(q)“Threshold Performance” means the Performance Goal established for threshold performance as established by the Administrator for any Fiscal Quarter and set forth in the Participation Notice or otherwise communicated to each Participant.

4.Eligible Participants. Each employee of the Company designated by the Administrator from time to time shall be a “Participant” under the Plan and eligible to receive an Incentive Bonus. To the extent any employee of the Company is a Participant, he or she will not be eligible to participate in any other form of incentive or bonus plan provided by the Company Group other than any retention plans.

5.Terms of Participation. Unless otherwise determined by the Administrator:

(a)Incentive Bonus Opportunity

(i)Each Participant shall be eligible to receive an Incentive Bonus with an aggregate target bonus opportunity for all three Fiscal Quarters (the Participant’s “Target Bonus”) expressed as a percentage of such Participant’s Compensation and the Participant’s Pay Grade on the last day of the applicable Fiscal Quarter as provided on Schedule A hereto.

(ii)Incentive Bonuses are weighted, such that a portion of the Incentive Bonus shall be earned by a Participant due to continued employment with the Company Group and a portion of the Incentive Bonus shall be determined based upon achievement of the applicable Performance Goals and Cumulative Performance Goals, all as specified in the Participation Notice.

Notwithstanding the foregoing, the Administrator may provide that an employee who commences employment with the Company Group, or is promoted or transferred within the Company Group, shall be eligible to receive a prorated Incentive Bonus based on the date such person first becomes eligible to participate in the Plan.

(b)Incentive Bonus Payments

(i)Subject to the provisions of this Plan (including Sections 5(b)(ii) and 5(c)) and any Participation Notice, each Participant shall be eligible to receive a pro-rata portion of such Participant’s Incentive Bonus for each of the three Fiscal Quarters, based upon the Participant’s continued employment with the Company Group and the extent to which the Performance Goals have been achieved for such Fiscal Quarter (the “Quarterly Bonus” for such Fiscal Quarter). Promptly after the end of each Fiscal Quarter and as soon as quarterly financials are available, the Administrator shall certify the degree to which the applicable Performance Goals have been achieved and the amount of the Quarterly Bonus payable to each Participant hereunder. Any Quarterly Bonus required to be made under the Plan shall be paid in cash by the applicable member of the Company Group as soon as practicable in the calendar month following the end of the applicable Fiscal Quarter and in any event not later than 75 days after the end of the applicable Fiscal Quarter. No Quarterly Bonus shall be payable with respect to Performance Metrics unless the Threshold Performance of the applicable Performance Goals has been achieved for such Fiscal Quarter.

(ii)In addition to the Performance Goals being measured on a quarterly basis, the Cumulative Performance Goals for the Performance Metrics, to the extent applicable as indicated in the Participation Notice, shall be measured cumulatively as of the end of the second Fiscal Quarter and each Fiscal Quarter thereafter (each, a “Relevant Fiscal Quarter”). A Catch-Up Payment will be made for each of the Relevant Fiscal Quarters based on the extent to which the Company meets or exceeds the Cumulative Performance Goals. The amount of the Catch-Up Payment will be equal to the excess of (i) the Quarterly Bonus payable for such Relevant Fiscal Quarter based on the achievement of the applicable Cumulative Performance Goals with respect to the applicable Performance Metric as of the end of the Relevant Fiscal Quarter over (ii) the aggregate amount of Quarterly Bonuses previously paid to the Participant with respect to the applicable Performance Metric and the amount payable to the Participant under Section 5(b)(i) above with respect to the applicable Performance Metric for the Relevant Fiscal Quarter. Any Catch-Up Payment required to be made under the Plan shall be paid in the same manner as the Quarterly Bonus payment pursuant to Section 5(b)(i) above.

(c)Termination of Employment. Except as provided in this Section 5(c), in order to earn a Quarterly Bonus or Catch-Up Payment, a Participant must remain actively employed by the Company Group (and not have been provided or received any notice of termination of employment with the Company Group) through the date on which such Quarterly Bonus or Catch-Up Payment is paid. For the avoidance of doubt, a Participant whose employment with the Company Group terminates for any reason other than Cause (including the Participant’s resignation) before the payment date shall forfeit the right to any Quarterly Bonus or Catch-Up Payment payable on or after the date of such termination of employment. If a Participant is terminated by the Company Group without Cause prior to the end of the Term, such Participant shall remain eligible for a Quarterly Bonus and a Catch-Up Payment, if applicable, which shall be paid at the time specified in Section 5(b) as if such Participant remained employed with the Company Group through the end of the Fiscal Quarter in which such Participant’s employment terminated.

6.Plan Administration.

(a)This Plan shall be administered by the Administrator. The Administrator is given full authority and discretion within the limits of the Plan to establish such administrative measures as may be necessary to administer and attain the objectives of the Plan. The Administrator (or its delegate, as applicable) shall have full power and authority to construe and interpret the Plan and any good faith interpretation by the Administrator (including, without limitation, any determination as to termination of employment and nature thereof, “active employment,” Performance Goal or Cumulative Performance Goal achievement, bonus levels and adjustments, and payment timing) shall be binding on all Participants and shall be accorded the maximum deference permitted by law.

(b)All rights and interests of Participants under the Plan shall be non-assignable and nontransferable, and otherwise not subject to pledge or encumbrance, whether voluntary or involuntary, other than by will or by the laws of descent and distribution. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, stock sale, consolidation or otherwise, the Company may assign the Plan and all obligations hereunder.

(c)The Company may deduct all applicable taxes and any other withholdings required to be withheld with respect to the payment of any award pursuant to the Plan. The Company is not making any warranties or representations to any Participant with respect to the income tax consequences of the grant or payment of any amount payable hereunder and no Participant is in any manner relying on the Company or any of its representatives for an assessment of such tax consequences. Each Participant is hereby advised to consult with his or her own tax advisor with respect to any tax consequences associated with the amounts payable hereunder. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to ensure the payment of any award provided for hereunder.

(d)Any payment to a Participant in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Company Group, and the Company may require the Participant, as a condition precedent to such payment, to execute a receipt and release to such effect. Any payments to a Participant in accordance with the provisions of this Plan shall be subject to the Financial Clawback Policy or other Clawback Policy established or adopted by the Company’s Board of Directors from time to time as described in the Company’s Corporate Governance Guidelines, and any rules and regulations promulgated thereunder.

(e)Incentive Bonuses will not be included as “earnings,” “wages,” “salary,” or “compensation” in any welfare, life insurance, or other employee benefit plan or arrangement of the Company Group, with the exception of the Company’s 401(k) plan.

(f)The Administrator, in its sole discretion, shall have the right to modify, supplement, suspend or terminate the Plan at any time, including, without limitation, to the extent permitted by law, changing the timing and/or form of payments under this Plan for Participants providing services outside of the United States; provided that, except as required by law, in no event shall any amendment or termination adversely affect the rights of Participants without the prior written consent of the affected Participants. Subject to the foregoing, the Plan shall terminate upon the satisfaction of all obligations of the Company or its successor entities hereunder.

(g)Nothing contained in the Plan shall in any way affect the right and power of the Company Group to discharge any Participant or otherwise terminate his or her employment at any time or for any reason or to change the terms of his or her employment in any manner.

(h)Captions preceding the sections hereof are inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provision hereof.

(i)The administration of the Plan shall be governed by the laws of the State of Texas, without regard to the conflict of law principles of any state. Any persons or corporations who now are or shall subsequently become parties to the Plan shall be deemed to consent to this provision.

(j)Section 409A.

(i)The Plan is intended to either comply with, or be exempt from, the requirements of Section 409A. To the extent that the Plan is not exempt from the requirements of Section 409A, the Plan is intended to comply with the requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent. Each Participant’s right to receive any installment payments under the Plan shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Notwithstanding the foregoing, in no event whatsoever shall the Company Group be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on a Participant by Section 409A or for damages for failing to comply with Section 409A.

(ii)Notwithstanding anything in this Plan to the contrary, any compensation or benefits payable under this Plan that is considered nonqualified deferred compensation under Section 409A and is designated under this Plan as payable upon the Participant’s termination of employment shall be payable only upon the Participant’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”).

(iii)Notwithstanding anything in this Plan to the contrary, if the Participant is deemed by the Company at the time of the Participant’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which the Participant is entitled under this Plan is required in order to avoid a prohibited distribution under Section 409A, such portion of the Participant’s benefits shall be provided to the Participant on the earlier of (A) the expiration of the six (6)-month period measured from the date of the Participant’s Separation from Service with the Company or (B) the date of the Participant’s death. Upon the first business day following the expiration of the applicable Section 409A delayed payment period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to the Participant (or the Participant’s estate or beneficiaries), and any remaining payments due to Participant under this Plan shall be paid as otherwise provided herein.

* * * * * * * *

IN WITNESS WHEREOF, the Company has caused the Plan to be adopted and signed by its duly authorized officer as of the date first set forth above.

BRISTOW GROUP INC.

By: /s/ Mary Wersebe

Name: Mary Wersebe

Title: Vice President, Human Resources

SCHEDULE A

SCHEDULE OF TARGET BONUSES



Target Bonuses
Pay Grade	FY20 Target Bonus (as % of Compensation)

E10	120%
E09	115%
E08	85%
E07	80%
E06	50%
E05	45%
E04	25%
E03	25%
E02	20%
E01	20%

EXHIBIT A

BRISTOW GROUP INC.

FISCAL YEAR 2020 NON-EXECUTIVE INCENTIVE PLAN

PARTICIPATION NOTICE

[Name]

[Address]

Dear [Name],

This Participation Notice informs you of your eligibility for an Incentive Award under the Bristow Group Inc. Fiscal Year 2020 Non-Executive Incentive Plan (the “Plan”). Capitalized terms not defined herein have the meanings ascribed thereto under the Plan.

Your “Target Bonus” Incentive Award Opportunity

Your “Target Bonus” Incentive Award opportunity is specified in the Plan as a percentage of your Compensation.

Based on the outcome of the Performance Goals, your actual Incentive Bonus may vary from 0% to 150% of the Target Bonus. You will be entitled to an Incentive Award only upon achievement of a minimum level of the Performance Goals with respect to the Performance Metrics described below.

Incentive Bonus Weighting

Your Incentive Bonus is earned based on a combination of your continued employment with the Company and the Company’s achievement with respect to certain Performance Metrics. A portion of your Incentive Bonus will become payable solely due to your continued employment through the applicable payment date and without respect to any Performance Metrics (the “Service-Based Bonus”). The remainder of your Incentive Bonus will become payable only upon achievement of certain minimum Performance Goals (the “Performance-Based Bonus”) as described in this Participation Notice.

Your Incentive Bonus is weighted as follows:



	Weighting
Service-Based Bonus	50%
Performance-Based Bonus	50%

Service-Based Bonus

Provided that you remain employed by a member of the Company Group as of the applicable date of payment, you will be entitled to a Quarterly Bonus of the Service-Based Bonus portion of your Incentive Bonus. Service-Based Bonuses are not subject to any Performance Metrics and are not eligible for Catch-Up Payments.

Performance-Based Bonuses - Performance Metrics

There are two Performance Metrics under the Plan applicable to the Performance-Based Bonus, each of which is weighted when determining the amount to be earned:



Performance Metric	Weighting
Adjusted EBITDA	50%
Safety	50%

Adjusted EBITDA

The Performance Goals with respect to Adjusted EBITDA will be measured quarterly for purposes of Quarterly Bonuses and cumulatively with respect to Cumulative Performance Goals and potential Catch-Up Payments, based on the following performance levels:



Quarterly Performance Goals for Adjusted EBITDA Metric
		Q2 Performance Metric			Q3 Performance Metric			Q4 Performance Metric
Performance Metric	Weighting	Threshold (50% Payout)	Target (100% Payout)	Stretch (200% Payout)	Threshold (50% Payout	Target (100% Payout)	Stretch (200% Payout	Threshold (50% Payout)	Target (100% Payout)	Stretch (200% Payout)
Adjusted EBITDA ($M)⁽¹⁾	50%	$17.6	$22.3	$27.0	$17.3	$21.9	$26.6	$20.3	$25.7	$31.0

Cumulative Performance Goals for Adjusted EBITDA Metric
Performance Metric	Weighting	Threshold (50% Payout)	Target (100% Payout)	Stretch (200% Payout)	Threshold (50% Payout	Target (100% Payout)	Stretch (200% Payout	Threshold (50% Payout)	Target (100% Payout)	Stretch (200% Payout)
Adjusted EBITDA ($M)⁽¹⁾	50%	$37.4	$47.4	$57.4	$54.7	$69.3	$80.0	$75.0	$95.0	$115.0

⁽¹⁾ “Adjusted EBITDA” means, for any measurement period and without duplication, the sum of the following determined on a consolidated basis for Bristow Group Inc. and its subsidiaries: (x) net income for such period plus (y) the sum of (1) interest expense, (2) income taxes, (3) depreciation and amortization, (4) other non-operating, non-recurring and non-cash items, (5) impairment of assets and (6) the net of adjustments related to the restructuring efforts of the Company or otherwise not anticipated by the FY20 Accountable Plan (collectively, the “Post-FY20 Accountable Plan Adjustments”). The Post-FY20 Accountable Plan Adjustments include, but are not limited to, (a) costs (and cost savings) attributable to the restructuring of the fleet, (b) restructuring costs and charges (including restructuring advisor fees and other bankruptcy-related costs), (c) gains or losses on asset disposals (including dispositions of subsidiaries and lines of business), (d) the results of discontinued operations, (e) costs of severance and facility exits, and (f) the effect of foreign exchange (“FX”) rates different from the FX rates used in the FY20 Accountable Plan, all for such period. In the case of the occurrence of an event related to a Post-FY20 Accountable Plan Adjustment, Adjusted EBITDA shall be computed after the occurrence of such event as if such event had not occurred (e.g., if the event is the rejection of a lease, the Company’s results after such rejection shall be computed as if such lease had not been rejected, with results with respect to such lease and leased property as projected in the FY20 Accountable Plan).

In addition to restructuring costs and charges, the Company is currently aware of the following Post-FY20 Accountable Plan Adjustments: (i) the operating losses for the operations of Eastern Airways International Limited prior to its sale in May 2019 and that were not contemplated in the FY20 Accountable

Plan, (ii) the changes in cost, or timing of payments, related to obtaining event-of-default waivers in April 2019, that resulted in the prepayment or acceleration of lease expense for future periods into the month payment was made, (iii) severance and other costs related to the wind-down of certain operations, (iv) beneficial or adverse impacts of actual FX rates relative to FX rates used in FY20 Accountable Plan, (v) EBITDA variances due to the sale or acquisition of regional businesses and (vi) any non-cash earnings or loss from the Company’s non-controlling interest in Lider not contemplated in the FY20 Accountable Plan.

If threshold performance is not achieved, no payout for the Adjusted EBITDA Performance Metric will occur. If the stretch level of performance is exceeded, the payout is capped at 200% of target. For performance results between these levels, linear interpolation will be used to determine the appropriate payout.

Safety

Each component of the safety Performance Metrics will be measured quarterly for the second, third and fourth quarters for purposes of Quarterly Bonuses and once cumulatively for all four quarters at the end of the 2020 fiscal year with respect to a Cumulative Performance Goal (the “Annual Modifier”) and a potential 25% or 50% Catch-Up Payment with respect to each component. Safety performance is divided into two equally weighted Performance Metrics subject to the following performance levels:



		Quarterly Targets (100% Payout)				Annual Modifier
Safety Performance Metric	Weighting	Q1	Q2	Q3	Q4	+25% Payout	+50% Payout
ICAO Air Accident	25%	0	0	0	0	1 non-fatal Air Accident	0 Air Accidents
Lost Work Days for Recordable Events	25%	<62	<62	<62	<62	<211 (15% annual improvement in Lost Work Days)	<174 (30% annual improvement in Lost Work Days)

“Air Accident” has the meaning as defined in ICAO Annex 13 Chapter 1. “Lost Work Days for Recordable Events” is the total number of work days that an employee is unable to perform their routine functions following a work-related injury or illness. The number excludes the day of the event. Only one Annual Modifier is applied at the end of fiscal year 2020 for a maximum of an additional 50% payout. Any fatalities during a Fiscal Quarter will result in elimination of the Quarterly Bonus attributable to the safety Performance Metric for such Fiscal Quarter.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	3/31/20
	1/1/20
	12/31/19	4
Filed on:	10/28/19
	10/1/19
	9/30/19	10-Q, 8-K, NT 10-Q
	7/1/19	3
	5/1/19	8-K
For Period end:	3/31/19	NT 10-K
		List all Filings

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Filing Submission 0000073887-19-000046 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bristow Group Inc – ‘10-K’ for 3/31/19 – ‘EX-10.90’

On: Monday, 10/28/19, at 4:57pm ET · For: 3/31/19 · Accession #: 73887-19-46 · File #: 1-31617

Previous ‘10-K’: ‘10-K/A’ on 6/19/19 for 3/31/18 · Latest ‘10-K’: This Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.90’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents