BRISTOW GROUP INC.
MANAGEMENT SEVERANCE BENEFITS PLAN
FOR U.S. EMPLOYEES
(Effective as of June 4, 2014)
I, Chipman Earle, Secretary of Bristow Group Inc., hereby certify that the attached document is a correct copy of the Bristow Group Inc. Management Severance Benefits Plan for U.S. Employees, effective as of June 4, 2014.
Dated this ____ day of _____________, 2014.
Secretary as Aforesaid
1.1 Effective Date. This Plan is intended to supersede the Bristow Group Inc. Executive Severance Benefits Plan, effective November 3, 2010. The provisions of the Plan shall be effective as of June 4, 2014 and shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Article 7. The rights, if any, of any person hereunder shall be determined pursuant to the Plan as in effect on the date such person ceases to be an employee of the Employer, unless a subsequently adopted provision of the Plan is applicable to such person in accordance with the provisions of Article 7 hereof.
1.2 Purpose. The purpose of the Plan is to provide severance benefits to Participants who are involuntarily terminated by the Employer.
DEFINITIONS AND USAGE
2.1 Definitions. Wherever used in the Plan, the following words and phrases shall have the meaning set forth below unless the context plainly requires a different meaning:
(a) “Administrator” means the Benefits and Retirement Plan Committee of the Company.
(b) “Benefits” means, as applicable, the benefits described in Section 4.2 or Section 4.3 of the Plan.
(c) “Board” means the Board of Directors of the Company.
(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; or
(ii) the Participant’s commission of malfeasance, fraud, or dishonesty, or the Participant’s willful and material violation of Employer policies; or
(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 an Employer. “Cause” 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) “Change in Control” is as defined in the Incentive Plan.
(f) “Change in Control Effective Date” means the date of the consummation of the transactions resulting in a Change in Control.
(g) “Change in Control Period” means the two-year period following the Change in Control Effective Date and only applies to those Participants who are in Tier 1 or Tier 2 on the date of the Change in Control.
(h) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in Code Section 4980B, which provides for continuation of group health plan coverage in certain circumstances.
(i) “Code” means the Internal Revenue Code of 1986, as amended.
(j) “Committee” means the Compensation Committee of the Board of Directors of the Company.
(k) “Company” means Bristow Group Inc., a Delaware corporation.
(l) “Compensation” means the Participant’s annual rate of base salary payable by the Employer (exclusive, among other things, of bonuses and special allowances), or, depending on the context, an equivalent weekly rate, as in effect immediately prior to such Participant’s employment termination date. Notwithstanding the foregoing, for purposes of Section 4.3, a Participant’s Compensation shall be the greater of such Participant’s Compensation (i) immediately prior to the Change in Control Effective Date or (ii) on the date of the Participant’s employment termination.
(m) “Completed Years of Service” means the Participant’s completed continuous Years of Service as determined under and in accordance with the Bristow Group Inc. Employee Savings and Retirement Plan.
(n) “Disability” means the inability of the Participant to perform the Participant’s duties with the Employer on a full‑time basis during the Participant’s applicable employment period as a result of incapacity due to mental or physical illness.
(o) “Effective Date” means June 4, 2014.
(p) “Eligible Employee” means an employee of an Employer who is paid on a payroll originating in the United States who meets the requirements of Section 3.1.
(q) “Employer” means individually, and “Employers” means collectively, the Company and each subsidiary of the Company that adopts the Plan with the Company’s consent.
(r) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
(s) “Incentive Plan” means the Bristow Group Inc. 2007 Long Term Incentive Plan, as amended from time to time, or any successor thereto.
(t) “Outplacement Benefit” has the meaning ascribed thereto in Section 4.2(e) of the Plan.
(u) “Participant” means an employee of the Employer who is a participant in the Plan in accordance with Section 3.1.
(v) “Plan” means the Bristow Group Inc. Management Severance Benefits Plan for U.S. Employees, as amended from time to time.
(w) “Pro-Rata Bonus” means the Participant’s Target Bonus multiplied by a fraction, the numerator of which is the number of days the Participant was employed during the fiscal year in which the Participant’s termination of employment occurs and the denominator of which shall be 365.
(x) “Target Bonus” means the Participant’s target annual bonus opportunity under the Company’s annual bonus plan for the year in which the Participant’s termination of employment occurs, or if no such target opportunity has been established for such year, the Participant’s most recent target annual bonus opportunity. If a Participant is not eligible for a Target Bonus under the Company’s annual bonus plan, then such Participant’s Target Bonus shall be deemed to be zero.
(y) “Terminated,” “termination of employment,” “employment termination” and variations thereof, as used in the Plan, mean a termination of employment which constitutes a “separation from service” as that term is defined under Code Section 409A and the Treasury regulations issued thereunder.
(z) “Tier 1”, “Tier 2”, “Tier 3”, “Tier 4” and “Tier 5” have the meaning ascribed thereto under Section 3.2 of the Plan.