pre14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
Bristow Group Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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BRISTOW
GROUP INC.
2000 W. SAM HOUSTON PKWY. S., SUITE 1700
HOUSTON, TEXAS 77042
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
The Annual Meeting of Stockholders of Bristow Group Inc. (the
Company) will be held at the Houston Marriott
Westchase Hotel, 2900 Briarpark Drive, Houston, Texas on
August 2, 2007, at 10:00 a.m. for the following
purposes:
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1.
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To elect directors to serve until the next Annual Meeting of the
Stockholders and until their successors are chosen and have
qualified;
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2.
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To approve an amendment to the Companys Certificate of
Incorporation to increase the number of authorized shares of
common stock;
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3.
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To approve an amendment to the Companys Certificate of
Incorporation to eliminate the Series B Preference Shares;
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4.
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To approve the adoption of the Bristow Group Inc. 2007 Long Term
Incentive Plan;
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5.
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To consider and act upon a proposal to approve and ratify the
selection of KPMG LLP as the Companys independent auditors
for the fiscal year ending March 31, 2008; and
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6.
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To transact such other business as may properly come before the
meeting and any postponements or adjournments thereof.
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The Board of Directors has fixed the close of business on
June 25, 2007, as the record date for determination of
stockholders entitled to notice of and to vote at the meeting.
STOCKHOLDERS WHO DO NOT ELECT TO ATTEND IN PERSON ARE REQUESTED
TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD USING
THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES. YOU CAN ALSO CALL IN YOUR VOTE
BY TOUCHTONE TELEPHONE OR SEND IT OVER THE INTERNET BY USING
INSTRUCTIONS ON THE PROXY CARD.
By Order of the Board of Directors
Randall A. Stafford
Vice President and General Counsel,
Corporate Secretary
Houston, Texas
July [2], 2007
TABLE OF CONTENTS
I. GENERAL
INFORMATION
Why did I
receive this Proxy Statement?
The Board of Directors of Bristow Group Inc. (the
Company or we or us) is
soliciting proxies to be voted at the Annual Meeting of
Stockholders (Annual Meeting) to be held on
August 2, 2007, and at any adjournment of the Annual
Meeting. When the Company asks for your proxy, we must provide
you with a proxy statement that contains certain information
specified by law. We are mailing this proxy statement and the
enclosed proxy card to stockholders on approximately [July
2], 2007. All proxies in the enclosed form that are properly
executed and returned to us prior to the Annual Meeting will be
voted at the Annual Meeting, and any adjournments thereof, as
specified by the stockholders in the proxy or, if not specified,
as set forth in this proxy statement.
What will
the stockholders vote on at the Annual Meeting?
The stockholders will vote on the following:
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election of directors;
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approval of an amendment to the Companys Certificate of
Incorporation to increase the number of authorized shares of
common stock;
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approval of an amendment to the Companys Certificate of
Incorporation to eliminate the Series B Preference Shares;
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approval of the adoption of the Companys 2007 Long Term
Incentive Plan; and
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approval and ratification of the Companys independent
auditors.
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Will
there be any other items of business on the agenda?
We do not expect that any other items of business will be
considered because the deadlines for stockholder proposals and
nominations have already passed. Nonetheless, in case there is
an unforeseen need, the accompanying proxy gives discretionary
authority to the persons named on the proxy with respect to any
other matters that might be brought before the meeting. Those
persons intend to vote that proxy in accordance with their best
judgment.
Who is
entitled to vote?
Stockholders as of the close of business on June 25, 2007
(the Record Date) may vote at the Annual Meeting.
You have one vote for each share of common stock you held on the
Record Date. As of the Record Date we
had shares
of common stock outstanding.
How many
votes are required for the approval of each item?
The nominees for director receiving a plurality of the votes
cast will be elected. Abstentions and instructions to withhold
authority to vote for one or more of the nominees and broker
nonvotes (as defined below) will result in those nominees
receiving fewer votes but will not count as votes
against a nominee.
Approval of the amendment of the Certificate of Incorporation to
increase the number of authorized shares of common stock and to
eliminate the Series B Convertible Preference Shares will
require the affirmative vote of the holders of at least a
majority of the shares of common stock outstanding on the Record
Date. Abstentions and broker non-votes will be counted as
present for the purposes of determining if a quorum is present,
but will have the same effect as a vote against this amendment
of the Certificate of Incorporation. A failure to vote shares of
common stock will also have the effect of a vote against this
amendment of the Certificate of Incorporation.
Approval of the amendment of the Bristow Group Inc. 2007 Long
Term Incentive Plan will require the affirmative vote of the
holders of at least a majority of the votes cast on the
proposal, provided that the total number of votes cast on the
proposal represents a majority of the votes entitled to be cast
on the proposal. Abstentions and broker nonvotes will not affect
the outcome of the vote on the proposal as long as holders of a
majority of shares of common stock cast votes on the proposal.
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The approval of KPMG LLP (KPMG) as the
Companys independent auditors for the fiscal year ending
March 31, 2008 will be ratified if the votes cast for the
proposal exceed the votes cast against the proposal. Abstentions
and broker nonvotes will not count either for or against the
proposal.
What are
Broker Nonvotes?
If your shares are held by a broker, the broker will ask you how
you want your shares to be voted. If you give the broker
instructions, your shares must be voted as you direct. If you do
not give instructions, one of two things can happen, depending
on the type of proposal. For some proposals, such as election of
directors and the approval and ratification of the
Companys independent auditors, the broker may vote your
shares at its discretion. But for other proposals, such as the
proposals to approve the amendment of our Certificate of
Incorporation and the Bristow Group Inc. 2007 Long Term
Incentive Plan, the broker may not vote your shares at all. When
that happens, it is called a broker nonvote. Broker
nonvotes are counted in determining the presence of a quorum at
the Annual Meeting, but they are not counted for purposes of
calculating the votes on particular matters considered at the
Annual Meeting.
How do I
vote by proxy?
If you are a stockholder of record, you may vote your proxy by
marking your enclosed proxy card to reflect your vote, signing
and dating each proxy card you receive and returning each proxy
card in the enclosed self-addressed envelope. The shares
represented by your proxy will be voted according to the
instructions you give on your proxy card. In addition, you may
vote your shares by telephone or via the Internet by following
the instructions provided on the enclosed proxy card.
How do I
revoke my proxy?
You have the right to revoke your proxy at any time before the
meeting by notifying our Secretary in writing or by delivering a
later-dated proxy. If you are a stockholder of record, you may
also revoke your proxy by voting in person at the meeting.
How do I
vote in person?
If you are a stockholder of record, you may vote your shares in
person at the meeting. However, we encourage you to vote by
proxy card, even if you plan to attend the meeting.
How do I
submit a stockholder proposal or nominate a director for the
2008 Annual Meeting?
If a stockholder wishes to have a proposal considered for
inclusion in next years proxy statement, he or she must
submit the proposal in writing so that we receive it by
March 5, 2008. However, if the date of next years
Annual Meeting is more than 30 days from the first
anniversary of this years Annual Meeting, notice is
required a reasonable time before we print and mail our proxy
materials. We will notify you of this deadline in a Quarterly
Report on
Form 10-Q
or in another communication to you. Proposals should be
addressed to our Secretary, 2000 W. Sam Houston Pkwy. S.,
Suite 1700, Houston, Texas 77042. In addition, our bylaws
provide that any stockholder wishing to nominate a candidate for
director or to propose any other business at next years
Annual Meeting must also give us written notice not earlier than
the close of business on the 90th day prior to and not
later than the close of business on the 60th day prior to
the first anniversary of this years Annual Meeting.
However, if the date of the Annual Meeting is more than
30 days before or more than 60 days after such
anniversary date, notice is required not earlier than
90 days prior to the Annual Meeting and not later than the
later of 60 days prior to the Annual Meeting or the
10th day after publicly disclosing the meeting date. That
notice must provide certain other information as described in
the bylaws. Copies of the bylaws are available to stockholders
free of charge upon request to our Secretary.
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II. CORPORATE
GOVERNANCE
Corporate
Governance Guidelines
The Board has adopted Corporate Governance Guidelines that
govern the structure and functioning of the Board and set out
the Board policies on a number of governance issues. A copy of
our Corporate Governance Guidelines is posted on our website,
www.bristowgroup.com, under the Governance
caption and is available free of charge on request to the
Companys Secretary at 2000 W. Sam Houston Pkwy. S.,
Suite 1700, Houston, Texas 77042.
Director
Independence
Our Corporate Governance Guidelines require that a majority of
the Board consist of independent directors. In general, the
Corporate Governance Guidelines require that an independent
director must have no material relationship with the Company,
directly or indirectly, except as a director. The Board
determines independence on the basis of the standards specified
by the New York Stock Exchange (the NYSE) and other
facts and circumstances the Board considers relevant.
To assist it in determining the independence of our directors,
the Board has adopted certain categorical standards. A copy of
the standards is posted on our website,
www.bristowgroup.com, under the Governance
caption and is available free of charge on request to the
Companys Secretary at 2000 W. Sam Houston Pkwy. S.,
Suite 1700, Houston, Texas 77042. Our categorical standards
are consistent with the standards set forth in the NYSE listing
standards.
The Board has reviewed any business transactions and charitable
relationships between the Company and each director standing for
election to determine compliance with the categorical standards
described above and to evaluate whether there are any other
facts or circumstances that might impair the independence of a
director. Based on that review, our Board has determined that
Messrs. Amonett, Bolden, Cannon, Flick, Knudson, Tamblyn
and Waldrup are independent.
Term of
Office; Mandatory Retirement
All of our directors stand for election at each Annual Meeting.
Under our Corporate Governance Guidelines:
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directors will resign from the Board effective at the Annual
Meeting of Stockholders following their seventy-second birthday,
unless two-thirds of the members of the Board (with no
independent director dissenting) determine otherwise;
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employee directors will resign from the Board when they retire,
resign or otherwise cease to be employed by the Company; and
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a non-employee director who retires or changes his or her
principal job responsibilities will offer to resign from the
Board and the Corporate Governance and Nominating Committee of
the Board will assess the situation and recommend to the full
Board whether to accept the resignation.
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Executive
Sessions
The Companys Corporate Governance Guidelines provide that,
at least twice a year, at regularly scheduled meetings, the
Companys non-management directors shall meet in executive
session without any management participation. In addition, if
any of the non-management directors are not independent under
the applicable rules of the NYSE, then independent directors
meet separately at least once a year. Normally, the Chairman of
the Board will preside at executive sessions, but, if the roles
of Chairman and Chief Executive Officer are combined, the
non-management directors will select another director to serve
as Lead Director to preside at such sessions. If an additional
meeting of independent non-management directors is necessary,
and the Chairman of the Board is not independent, then one of
the independent non-management directors will be selected as
Lead Director to preside at that meeting. In either case, the
Lead Director of any such meeting will be, in rotation, the then-
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Chairman of one of the committees of the Board of Directors
required to be composed solely of independent directors, in the
following order: Audit, Compensation, and Corporate Governance
and Nominating Committees.
Stockholders and other interested parties who wish to
communicate with the Lead Director of executive sessions or with
the non-management directors as a group should send their
correspondence to: Lead Director or Bristow Group Inc.
Non-Management Directors, as the case may be,
c/o Secretary, 2000 W. Sam Houston Pkwy. S.,
Suite 1700, Houston, Texas 77042. Communications so
addressed and clearly marked as Stockholder
Communications will be forwarded by our Secretary unopened
to, as the case may be, the Chairman of the Board or the
then-serving Lead Director (being the independent director
scheduled to preside at the next meeting of the non-management
or independent directors).
Code of
Ethics and Business Conduct
The Board has adopted a Code of Business Integrity for directors
and employees (the Code). Our Code applies to all
directors and employees, including the chief executive officer,
the chief financial officer, and all senior financial officers.
Our Code covers topics including, but not limited to, conflicts
of interest, insider trading, competition and fair dealing,
discrimination and harassment, confidentiality, compliance
procedures and employee complaint procedures. Our Code is posted
on our website, www.bristowgroup.com, under the
Code of Integrity caption and is available free of
charge on request to our Secretary at 2000 W. Sam Houston Pkwy.
S., Suite 1700, Houston, Texas 77042.
The Corporate Governance Committee will review any issues under
the Code involving an executive officer or director and will
report its findings to the full Board. The Board does not
envision that any waivers of the Code will be granted, but,
should a waiver be granted for an executive officer or director,
it will also be promptly disclosed on our website.
Director
Selection
The Board has adopted criteria for the selection of directors
that describe the qualifications the Corporate Governance and
Nominating Committee must evaluate and consider looks for in
director candidates. Such criteria include (i) experience
serving as chief executive officer or other senior corporate
executive, (ii) international business experience,
(iii) energy or oil service company experience and
(iv) finance, accounting or banking experience. These
criteria are included in the Corporate Governance Guidelines
which are posted on our website.
The Corporate Governance and Nominating Committee proposes
nominees for director and acts pursuant to its charter, which is
posted on our website, www.bristowgroup.com, under the
Governance caption and is available free of charge
on request to our Secretary at 2000 W. Sam Houston Pkwy. S.,
Suite 1700, Houston, Texas 77042. It is the policy of the
Corporate Governance and Nominating Committee to consider
director candidates recommended by its employees, directors,
stockholders, and others, including search firms.
The Corporate Governance and Nominating Committee has sole
authority to retain and terminate any search firm used to
identify candidates for director and has sole authority to
approve the search firms fees and other retention terms.
If a stockholder wishes to recommend a director for nomination,
he or she should follow the procedures set forth below for
nominations to be made directly by a stockholder. In addition,
the stockholder should provide such other information as such
stockholder may deem relevant to the Corporate Governance and
Nominating Committees evaluation. All recommendations,
regardless of the source of identification, are evaluated on the
same basis as candidates recommended by our directors, chief
executive officer, other executive officers, third-party search
firms or other sources.
Our bylaws permit stockholders to nominate directors for
election at an annual stockholders meeting regardless of whether
such nominee is submitted to and evaluated by the Corporate
Governance and Nominating Committee. To nominate a director
using this process, the stockholder must follow procedures set
forth in our bylaws. Those procedures require a stockholder
wishing to nominate a candidate for director at next years
Annual Meeting to give us written notice not earlier than the
close of business on the
90th day
prior to the anniversary date of the immediately preceding
Annual Meeting and not later than the close of business on the
60th day
prior to the
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anniversary date of the immediately preceding Annual Meeting.
However, if the date of the Annual Meeting is more than
30 days before or more than 60 days after such
anniversary date, notice is required not earlier than
90 days prior to the Annual Meeting and not later than the
later of 60 days prior to the Annual Meeting or the
10th day
after we publicly disclose the meeting date. The notice to the
Secretary must include the following:
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The nominees name, age and business and residence
addresses;
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The nominees principal occupation or employment;
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The class and number of our shares, if any, owned by the nominee;
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The name and address of the stockholder as they appear on our
books;
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The class and number of our shares owned by the stockholder as
of the record date for the Annual Meeting (if this date has been
announced) and as of the date of the notice;
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A representation that the stockholder intends to appear in
person or by proxy at the meeting to nominate the candidate
specified in the notice;
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A description of all arrangements or understandings between the
stockholder and the nominee; and
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Any other information regarding the nominee or stockholder that
would be required to be included in a proxy statement relating
to the election of directors.
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We did not receive any nominations for director from
stockholders for our 2007 Annual Meeting.
Director
Attendance
The Board of Directors held nine meetings during the past fiscal
year. During this period, no incumbent director attended fewer
than 75% of the aggregate of (i) the total number of
meetings of the Board of Directors during the period in which he
was a director and (ii) the total number of meetings held
by all committees on which he served during the period in which
he was a director except for Mr. Bolden, who was unable to
attend one regularly scheduled board meeting due to a prior
commitment scheduled before he became a director and one
teleconference board meeting held on short notice.
It is our policy that each director of the Company is expected
to be present at each Annual Meeting of Stockholders, absent
circumstances that prevent attendance. We facilitate director
attendance at the Annual Meetings of Stockholders by scheduling
such meetings in conjunction with regular meetings of directors.
All of our directors attended last years Annual Meeting.
Communication
with Directors
The Board of Directors maintains a process for stockholders and
interested parties to communicate directly with the Board.
All communications should be delivered in writing addressed to
the Corporate Secretary at 2000 West Sam Houston Pkwy. S.,
Houston, Texas 77042. The correspondence should be addressed to
the appropriate party, namely: Bristow Group Inc. Board of
Directors, Bristow Group Inc. Nominating and Governance
Committee, Bristow Group Inc. Audit Committee, Bristow Group
Inc. Executive Committee, Bristow Group Inc. Compensation
Committee or the individual director designated by full name as
it appears in the Companys most recent proxy statement.
All communications must be accompanied by the following
information:
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If the person submitting the communication is a security holder,
a statement of the type and amount of the securities of the
Company that the person holds; or, if the person is not a
shareholder, a statement regarding the nature of the
persons interest in the Company;
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The address, telephone number and
e-mail
address, if any, of the person submitting the communication.
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For more detail, refer to our Company Policy for Communications
with the Board of Directors posted on our website,
www.bristowgroup.com, under the caption
Governance.
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III. COMMITTEES
OF THE BOARD OF DIRECTORS
Our Board of Directors has the following committees, the
membership of which as of the Record Date, is set forth below.
The charters of our Executive, Audit, Compensation and Corporate
Governance and Nominating Committees are posted on our website,
www.bristowgroup.com, under the Governance
caption and are available free of charge on request to our
Secretary at 2000 W. Sam Houston Pkwy. S., Suite 1700,
Houston, Texas 77042.
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Number of Meetings
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Name of Committee and Members
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in Fiscal 2007
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EXECUTIVE
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Thomas C. Knudson
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Peter N. Buckley
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William E. Chiles
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Robert W. Waldrup
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AUDIT(1)
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Ken C. Tamblyn
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Thomas N. Amonett
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Stephen J. Cannon
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Michael A. Flick
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COMPENSATION(1)
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Robert W. Waldrup
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Thomas N. Amonett
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Charles F. Bolden, Jr.
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CORPORATE GOVERNANCE AND
NOMINATING(1)
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Thomas C. Knudson
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Charles F. Bolden, Jr.
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Michael A. Flick
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As of April 21, 2007, all members of the Audit,
Compensation and Corporate Governance and Nominating Committees
were independent as defined by the applicable NYSE rules. |
Executive
Committee
In the intervals between meetings of the Board of Directors, to
the extent it is not possible or feasible to have a meeting of
the Board of Directors, the Executive Committee exercises the
powers of the Board of Directors in directing the management of
the business affairs of the Company, except in those matter
which are expressly delegated to another committee of the Board
of Directors or matters which, under the General Corporation Law
of Delaware, the Companys Certificate of Incorporation or
the Companys Bylaws cannot be delegated by the Board to a
committee.
Audit
Committee
The Audit Committee is directly responsible for the appointment,
compensation, retention and oversight of the Companys
independent registered public accountants. The Audit Committee
also monitors the integrity of the Companys financial
statements and the independence and performance of the
Companys auditors and reviews the Companys financial
reporting processes. The Audit Committee reviews and reports to
the Board of Directors the scope and results of audits by the
Companys independent registered public accountants and the
Companys internal auditing staff and reviews the audit and
other professional services rendered by the independent
registered public accountants. It also reviews with the
independent registered public accountants the adequacy of the
Companys system of internal controls. It reviews
transactions between the Company and the Companys
directors and officers, the Companys policies regarding
those transactions and compliance with the Companys
business ethics and conflict of interest policies.
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The Board of Directors requires that all members of the Audit
Committee meet the financial literacy standard required under
the NYSE rules and that at least one member qualifies as having
accounting or related financial management expertise under the
NYSE rules. In addition, the SEC has adopted rules requiring
that the Company disclose whether or not the Companys
audit committee has an audit committee financial
expert as a member. An audit committee financial
expert is defined as a person who, based on his or her
experience, satisfies all of the following attributes:
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an understanding of generally accepted accounting principles and
financial statements;
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an ability to assess the general application of such principles
in connection with accounting for estimates, accruals, and
reserves;
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experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to
the breadth and level of complexity of issues that can
reasonably be expected to be raised by the Companys
financial statements, or experience actively supervising one or
more persons engaged in such activities;
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an understanding of internal controls and procedures for
financial reporting; and
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an understanding of audit committee functions.
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The person is to further have acquired such attributes through
one or more of the following:
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education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or
auditor or experience in one or more positions that involve the
performance of similar functions;
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experience actively supervising a principal financial officer,
principal accounting officer, controller, public accountant,
auditor or person performing similar functions;
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experience overseeing or assessing the performance of companies
or public accountants with respect to the preparation, auditing
or evaluation of financial statements; or other relevant
experience.
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The Board of Directors has reviewed the criteria set by the SEC
and determined that all four members meet the financial literacy
standards required by NYSE rules and that Mr. Tamblyn
qualifies under NYSE rules as having accounting or related
financial management expertise. The Board of Directors has also
determined that Mr. Tamblyn qualifies as an audit
committee financial expert. Mr. Tamblyn is an
accountant by education worked for twenty years as a certified
public accountant and served as the Chief Financial Officer of
Tidewater Inc. for over 14 years.
Compensation
Committee
The Compensation Committee, among other matters: approves,
either on its own or with the Companys independent
directors, the compensation of the Chief Executive Officer;
evaluates the performance of the Chief Executive Officer against
approved performance goals and other objectives and reports its
findings to the Board; reviews and makes recommendations to the
Board with respect to non-Chief Executive Officer compensation;
reviews and makes recommendations with respect to changes in
incentive compensation plans, equity-based plans and director
compensation; and prepares a report to be included in the
Companys annual proxy statement.
The Compensation Committee consists entirely of
non-employee directors, as defined by
Rule 16b-3
under the Securities and Exchange Act of 1934, as amended, all
of whom satisfy the requirements of an outside
director for purposes of Section 162(m) of the
Internal Revenue Code.
Corporate
Governance and Nominating Committee
The Corporate Governance and Nominating Committee assist the
Board of Directors in:
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identifying individuals qualified to become members of the Board
of Directors consistent with criteria approved by the Board of
Directors,
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recommending to the Board of Directors the director nominees to
fill vacancies and to stand for election at the next annual
meeting of stockholders,
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developing and recommending to the Board of Directors the
corporate governance principles to be applicable to the Company,
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recommending committee assignments for directors to the Board of
Directors, and
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overseeing an annual review of Board of Directors performance.
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Compensation
Committee Interlocks and Insider Participation
No member of the compensation committee was, during the fiscal
year 2007, an officer or employee of Bristow; was formerly an
officer of Bristow; or had any relationship requiring disclosure
by Bristow under any paragraph of Item 404 (Transaction
with Related Persons, Promoters and Certain Control Persons).
8
IV. ELECTION
OF DIRECTORS
The Board of Directors has fixed the number of directors at ten.
The term of office of all of our present directors will expire
no later than the day of the Annual Meeting upon the election of
their successors. The directors elected at the Annual Meeting
will serve until their respective successors are elected and
qualified or until their earlier death, resignation or removal.
Unless authority to do so is withheld by the stockholder, each
proxy executed and returned by a stockholder will be voted for
the election of the nominees hereinafter named. Directors having
beneficial ownership derived from presently existing voting
power of approximately [ %] of our common
stock as of the Record Date have indicated that they intend to
vote for the election of all nominees hereinafter named. If any
nominee withdraws or for any reason is unable to serve as a
director, the persons named in the accompanying proxy either
will vote for such other person as the Board may nominate or, if
the Board does not so nominate such other person, will not vote
for anyone to replace the nominee. Our management knows of no
reason that would cause any nominee hereinafter named to be
unable to serve as a director or to refuse to accept nomination
or election.
The nominees for director receiving a plurality of the votes
cast will be elected. The proxyholder named in the accompanying
proxy card will vote FOR each of the nominees named herein
unless otherwise directed therein. Abstentions, instructions to
withhold authority to vote for one or more of the nominees and
broker non-votes will result in those nominees receiving fewer
votes, but will not be counted as a vote AGAINST the
nominee.
The Board of Directors recommends that stockholders
vote FOR the election to the Board of each of the nominees
named below.
Information
Concerning Nominees
Our present Board of Directors proposes for election the
following nine nominees for director. Each of the nominees named
below is currently a director of the Company and each was
elected at the Annual Meeting of Stockholders held on
August 3, 2006. Robert W. Waldrup, a director since 2001,
has advised the Board of Directors that he will resign at the
end of this term and is therefore not standing for reelection.
The Governance and Nominating Committees are currently actively
seeking a replacement for Mr. Waldrup. Our board expects to
appoint a new director before the end of 2007.
Thomas N. Amonett, age 63, and resident of Houston,
Texas, joined our Board in February 2006. Mr. Amonett has
served as President, Chief Executive Officer and a director of
Champion Technologies, Inc. since 1999. Champion Technologies,
Inc. is an international provider of specialty chemicals and
related services primarily to the oilfield production sector.
Mr. Amonett serves as Chairman of the Board of TODCO, where
he serves on the Corporate Governance and Executive Compensation
Committees, and a director of Reunion Industries, Inc., where he
serves on the Compensation and Audit Committees.
Mr. Amonett served as director of Stelmar Shipping Ltd.
from 2002 to January 2005 and served on the Audit Committee
during his tenure, serving as chairman of the Audit Committee
from 2003 to 2005.
Charles F. Bolden, Jr., age 60, and a resident
of Houston, Texas, joined our Board at our last annual meeting.
Mr. Bolden was a space shuttle pilot astronaut for the
National Aeronautics and Space Administration (NASA) for
13 years. Mr. Bolden retired from the United States
Marine Corps on January 1, 2003 after serving more than
34 years. Following his retirement from military service,
Mr. Bolden was the President and Chief Operating Officer of
American PureTex Water Corporation and PureTex Water Works from
January to April 2003. He was Senior Vice President at TechTrans
International, Inc. from April 2003 until January 1, 2005.
Mr. Bolden is currently Chief Executive Officer of
JackandPanther LLC, a privately-held military and aerospace
consulting firm. He is also a director of GenCorp Inc., Palmetto
GBA, Blue Cross Blue Shield of South Carolina and Marathon Oil
Corporation where he also serves on the Audit Committee.
9
Peter N. Buckley(1), age 64, and a resident of
London, England, currently serves as the Chairman of Caledonia
Investments plc (a U.K. listed investment trust company).
Mr. Buckley joined our Board in 1997 in connection with our
investment in Bristow Aviation Holdings Limited where he
continues to serve as a director. Mr. Buckley serves as
Chairman of the Cayzer Trust Company Ltd. He also serves as a
director of Close Brothers Group plc. He has served as a member
of our Executive Committee since 2000.
Stephen J. Cannon, age 53, and a resident of
Southlake, Texas. Mr. Cannon joined our Board in 2002. He
was the President and Chief Executive Officer of DynCorp
International LLC, a technology company with annual revenues in
excess of $2 billion from February 2005 to July 2006 and
President from January 2000 to February 2005. Mr. Cannon
worked at DynCorp for approximately 25 years and served in
a variety of other capacities, including General Manager of its
technical service subsidiary and Vice President of its aerospace
technology subsidiary. He has served as a member of our Audit
Committee since 2002 and served on our Corporate Governance and
Nominating Committee during 2004 and 2005.
Jonathan H. Cartwright(1), age 53, is a resident of
London, England, where he is the Finance Director of Caledonia
Investments plc. He, too, joined our board in 1997 in
conjunction with our investment in Bristow Aviation Holdings
Limited where he continues to serve as a director.
Mr. Cartwright joined Caledonia in 1989 and has served as
its Financial Director since 1991. From 1984 until 1989,
Mr. Cartwright held a variety of positions at Hanson PLC,
including Group Financial Controller and director of various
subsidiaries. From 1983 to 1984, Mr. Cartwright served as
Finance Director of Transworld Petroleum (U.K.) Limited. From
1980 to 1983, he served as Group Controller of Shulton (GB)
Limited, a subsidiary of the American Cyanamid Group. From 1975
to 1980, Mr. Cartwright was a Chartered Accountant with
Peat Marwick, a predecessor of KPMG LLP.
William E. Chiles, age 58, and a resident of
Houston, Texas, became the President and Chief Executive Officer
of our Company effective July 15, 2004. Mr. Chiles was
also elected Chief Financial Officer in December 2005 following
the resignation of the prior chief financial officer and served
in that capacity until Mr. Elders was elected to the
position in February 2006. Mr. Chiles has been a member of
our Board since 2004. Prior to his employment by the Company,
Mr. Chiles was employed by Grey Wolf, Inc., an onshore oil
and gas drilling company traded on the American Stock Exchange,
from March 2003 until June 21, 2004 as Executive Vice
President and Chief Operating Officer. Mr. Chiles served as
Vice President of Business Development at ENSCO International
Incorporated, an offshore oil and gas drilling company listed on
the New York Stock Exchange, from August 2002 until March 2003.
From August 1997 until its merger into an ENSCO International
affiliate in August 2002, Mr. Chiles served as President
and Chief Executive Officer of Chiles Offshore, Inc.
Mr. Chiles serves as a director of Basic Energy Services,
Inc., a contractor for land based oil and gas services. He has
served as a member of our Executive Committee since 2004.
Mr. Chiles earned a B.B.A. in Petroleum Land Management
from The University of Texas and an M.B.A. in Finance and
Accounting with honors from Southern Methodist University,
Dallas.
Michael A. Flick, age 59, is a resident of New
Orleans, Louisiana, joined our Board in February 2006.
Mr. Flick began his career in commercial banking in 1970 at
First National Bank, which subsequently became a wholly owned
subsidiary of First Commerce Corporation, whose shares were
traded on the NASDAQ. Mr. Flick held a variety of positions
at First Commerce Corporation, including Chief Financial Officer
and Chief Credit Policy Officer, and retired in 1998 as the
Executive Vice President and Chief Administrative Officer. He
serves as a director and chairman of the Audit Committee of
Community Coffee Company, a privately held company. He also
(1) Peter N. Buckley and Jonathan H. Cartwright,
directors and executive officers of Caledonia
Industrial & Services Limited (CIS), were
designated by CIS and elected to our Board of Directors in
February 1997 pursuant to a Master Agreement dated
December 12, 1996 among the Company, CIS and certain other
persons in connection with our acquisition of 49% and other
substantial interests in Bristow Aviation Holdings Limited. The
Master Agreement provides that so long as CIS owns (1) at
least 1,000,000 shares of common stock of the Company or
(2) at least 49% of the total outstanding ordinary shares
of Bristow Aviation Holdings Limited, CIS will have the right to
designate two persons for nomination of our Board of Directors
and to replace any directors so nominated. On December 4,
2002, CIS transferred its rights and obligations under the
Master Agreement to Caledonia Investments plc. For a further
discussion of this transfer, see Other Matters.
10
serves as a director and member of the audit committee of the
University of New Orleans Foundation. He was chairman of its
Audit Committee for five years. Mr. Flick serves on our
Audit Committee and our Nominating and Governance Committee.
Thomas C. Knudson, age 61, is a resident of Houston,
Texas. Mr. Knudson joined our Board in June 2004. Following
seven years of active duty as a U.S. Naval aviator and an
aerospace engineer, he joined Conoco in 1975. His diverse
corporate career included engineering, operations, business
development and commercial assignments across a broad spectrum
of ConocoPhillips businesses, including service as the Chairman
of Conoco Europe Exploration and Production. He retired from
ConocoPhillips on January 1, 2004 as Senior Vice President,
Human Resources, Government Affairs and Communications.
Mr. Knudson is also a director and member of the
Compensation Committee of NATCO Group, Inc., a leading provider
of wellhead process equipment, systems and services used in the
production of oil and gas and a director of Williams Partners
L.P., a provider of midstream natural gas processing and
transportation services. Mr. Knudson has served on our
Corporate Governance and Nominating Committee since 2004 and
served on our Compensation Committee from 2004 to August 2006 on
our executive committee since August 2006.
Ken C. Tamblyn, age 64, is a resident of Folsom,
Louisiana. Mr. Tamblyn joined our Board in 2002. He spent
the first 20 years of his business career as a certified
public accountant with Peat Marwick Mitchell & Co., a
predecessor of KPMG LLP. In 1986 he joined Tidewater, Inc. as
Executive Vice President and Chief Financial Officer. He served
in that capacity until his retirement in August 2000.
Mr. Tamblyn currently serves as a director of Gulf Island
Fabrication, Inc. where he serves on the Audit Committee.
Mr. Tamblyn has served on our Audit Committee since 2002
and is currently Chairman of the Committee.
11
V. INCREASE
IN AUTHORIZED SHARES
Amendment
of Certificate of Incorporation to Increase the Number of
Authorized Shares of Common Stock
On March 21, 2007, the Companys Board of Directors
approved resolutions proposing that the Companys
Certificate of Incorporation, as amended to date (the
Certificate of Incorporation), be further amended to
increase the number of authorized shares of common stock of the
Company from 35,000,000 to 90,000,000 shares.
The proposed amendment would replace the first sentence of
Article IV of the Certificate of Incorporation with the
following sentence:
1.1 Capitalization. The corporation has
authority to issue 98,000,000 shares, of which
90,000,000 shares, of the par value of $.01 each, shall be
designated common stock, and of which 8,000,000 shares, of
the par value of $.01 each, shall be designated Preferred
Stock.
Current
Capital Structure
Under Delaware law, the Company may only issue shares of capital
stock to the extent such shares have been authorized for
issuance under the Certificate of Incorporation.
The Certificate of Incorporation currently authorizes the
Company to issue 35,000,000 million shares of common stock
and 8,000,000 million shares of preferred stock. As of the
Record
Date, shares
of common stock were issued and outstanding and (i) a total
of 1,475,805 shares of common stock were reserved for
issuance pursuant to outstanding stock options and restricted
stock unit awards, (ii) a total of 65,000 shares of
common stock were reserved for future option grants and other
issuances under the Companys 2003 Non-Qualified Stock
Option Plan for Non-employee Directors and (iii) a total of
6,522,800 shares common stock were reserved for issuance
upon the conversion of all of the shares of the Companys
mandatory convertible preferred stock. After taking into account
such reserved shares, a balance
of
authorized but unissued shares of common stock would be
available for issuance under the Certificate of Incorporation as
it now exists.
The Certificate of Incorporation designates
499,456.18 shares of preferred stock as Series B
Convertible Preference Shares (as defined below). As of the
Record Date, no Series B Convertible Preference Shares were
issued and outstanding. The proposed amendment will not change
the number of authorized shares of preferred stock.
Purpose
of Authorizing Additional Shares of Common Stock
The number of issued and outstanding shares of common stock has
increased from approximately 18,000,000 in November 1989, which
is the date of the last increase in the Companys
authorized share capital
to
as of the Record Date. As a result, the number of shares of
common stock available for future issuance has been reduced. In
this light, and although the Company has no current intent to
issue shares (other than pursuant to the exercise or conversion
of outstanding securities and grants under employee benefit
plans), the Board of Directors deems it advisable and in the
best interest of the stockholders to increase the number of
shares of common stock authorized for issuance by the Company
from 35,000,000 to 90,000,000 million. Having such shares
available for issuance in the future would give the Company
greater flexibility and would generally allow shares of common
stock to be issued without the expense and delay of a special
stockholders meeting. The additional
55,000,000 million shares of common stock to be authorized
would be available for possible future stock dividends or stock
splits, financings or acquisitions, employee benefit plan grants
and other corporate purposes and may permit the Company to move
more quickly
and/or
secure more advantageous terms in capital market or in
acquisition transactions than would otherwise be available.
Immediately after the Companys authorized share capital
was increased in November 1989, the Company had approximately
18,000,000 shares of common stock issued and outstanding.
Since then, the Company has issued
approximately shares
of common stock pursuant to various benefit and incentive plans,
in connection with the exercise of various warrants, and in
connection with certain business acquisitions.
12
If the amendment of the Certificate of Incorporation to increase
the number of authorized shares of common stock is approved by
the stockholders, the Board of Directors does not intend to
solicit further stockholder approval prior to the issuance of
any additional shares of common stock, except as may be required
by applicable law or the rules of any stock exchange or
quotation system on which the common stock may be listed or
quoted. The New York Stock Exchange, on which the common stock
is listed, currently requires stockholder approval in certain
instances, including in connection with equity compensation
plans and certain transactions where the present or potential
issuance of shares is or will be equal to or in excess of 20% of
the number of shares of common stock outstanding before the
issuance of the stock.
The proposed increase in the number of authorized shares of
common stock could, under certain circumstances, have an
anti-takeover effect, although this is not the intention of this
proposal. For example, in the event of a hostile attempt to take
over control of the Company, it may be possible for the Company
to endeavor to impede the attempt by issuing shares of common
stock, which would dilute the voting power of the other
outstanding shares and increase the potential cost to acquire
control of the Company. The proposed increase in the number of
authorized shares of common stock may have the effect of
discouraging unsolicited takeover attempts and potentially
limiting the opportunity for the Companys stockholders to
dispose of their shares at a premium, which is often offered in
takeover attempts, or that may be available under a merger
proposal. The proposed increase in the number of authorized
shares of common stock may have the effect of permitting the
Companys current management, including the current Board
of Directors, to retain its position, and place them in a better
position to resist changes that stockholders may wish to make if
they are dissatisfied with the conduct of the Companys
business. However, the Board of Directors is not aware of any
attempt to take control of the Company, and the Board of
Directors has not presented this proposal with the intent that
it be utilized as a type of anti-takeover device. The Board of
Directors has no current plans, commitment, arrangement,
understanding or agreement regarding the issuance of the
additional shares of common stock for which authorization is
being sought.
To the extent that additional authorized shares are issued in
the future, they may decrease the existing stockholders
percentage equity ownership and, depending on the price at which
they are issued, could be dilutive to the existing stockholders.
The holders of common stock have no preemptive rights and the
Board of Directors has no plans to grant such rights with
respect to any such shares. Any newly authorized shares of
common stock will have voting and other rights identical to
those of the currently authorized shares of common stock.
If the proposed amendment of the Certificate of Incorporation to
increase the number of authorized shares of common stock is
adopted, it will become effective upon filing of a Certificate
of Amendment to the Certificate of Incorporation with the
Secretary of State of the State of Delaware.
Required
Vote and Board of Directors Recommendation
Approval of the amendment of the Certificate of Incorporation to
increase the number of authorized shares of common stock will
require the affirmative vote of the holders of at least a
majority of the shares of common stock outstanding on the Record
Date. The persons named in the accompanying proxy will vote in
accordance with the choice specified thereon, or, if no choice
is properly indicated, in favor of the adoption of the amendment
of the Certificate of Incorporation to increase the number of
authorized shares of common stock.
The Board of Directors recommends a vote FOR the
adoption of the proposed amendment of the Certificate of
Incorporation to increase the number of authorized shares of
common stock.
Amendment
of Certificate of Incorporation to Eliminate the Series B
Convertible Preference Shares
On March 21, 2007, the Companys Board of Directors
approved resolutions proposing that the Certificate of
Incorporation be further amended to eliminate certain provisions
relating to the rights, preferences, privileges and restrictions
of the Companys nine series of convertible preference
shares,
Series B-1
through B-9 (collectively, the Series B Convertible
Preference Shares).
The proposed amendment would delete Sections 1.2 through
2.4 of Article IV of the Certificate of Incorporation in
their entirety.
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Purpose
of Elimination of Series B Convertible Preference
Shares
The Companys Certificate of Incorporation designates the
rights, preferences, privileges and restrictions of the
Class B Convertible Preference Shares. The Certificate of
Incorporation, as proposed to be amended and restated, would
eliminate all references to the Companys designation of
the Class B Convertible Preference Shares.
The Class B Convertible Preference Shares were issued in
connection with a restructuring of the Companys long-term
debt and leases in December 1986 (the Restructuring)
and the conversion of a convertible note that was issued in
connection with the Restructuring. During the Companys
fiscal years ended June 30, 1989 and 1990, all of the
outstanding Series B Convertible Preference Shares were
converted into shares of common stock in accordance with their
terms. No additional Class B Convertible Preference Shares
have been issued since that time.
The Board of Directors does not intend to issue any Class B
Convertible Preference Shares in the future and believes that
the continued authorization to issue Class B Convertible
Preference Shares is unnecessary.
If the proposed amendment of the Certificate of Incorporation to
eliminate the Series B Convertible Preference Shares is
adopted, it will become effective upon filing of a Certificate
of Amendment to the Certificate of Incorporation with the
Secretary of State of the State of Delaware.
Required
Vote and Board of Directors Recommendation
Approval of the amendment of the Certificate of Incorporation to
eliminate the Series B Convertible Preference Shares will
require the affirmative vote of the holders of at least a
majority of the shares of common stock outstanding on the Record
Date. The persons named in the accompanying proxy will vote in
accordance with the choice specified thereon, or, if no choice
is properly indicated, in favor of the adoption of the amendment
of the Certificate of Incorporation to eliminate the
Series B Convertible Preference Shares. Abstentions and
broker non-votes will be counted as present for the purposes of
determining if a quorum is present, but will have the same
effect as a vote against this amendment of the Certificate of
Incorporation. A failure to vote shares of common stock will
also have the effect of a vote against this amendment of the
Certificate of Incorporation.
The Board of Directors recommends a vote FOR the
adoption of the proposed amendment of the Companys
Certificate of Incorporation to eliminate the Series B
Convertible Preference Shares.
14
VI. APPROVAL
OF 2007 LONG TERM INCENTIVE PLAN
On May 3, 2007 the Board of Directors approved the
establishment of the Bristow Group Inc. 2007 Long Term Incentive
Plan (the 2007 Plan) and directed that the 2007 Plan
be submitted for the approval of the stockholders. The 2007 Plan
appears as Appendix A to this proxy statement. The full
text of the 2007 Plan is incorporated herein by reference, and
the following summary is qualified in its entirety by reference
to the text of the 2007 Plan. The 2007 Plan became effective on
May 3, 2007 (the 2007 Plan Effective Date)
subject to the approval of the stockholders as set forth herein.
Under the Bristow 2004 Stock Incentive Plan (the 2004
Plan) and the Bristow 2003 Nonqualified Plan for
Non-Employee Directors (the 2003 Plan), both plans
referred to collectively as the Existing Plans, the
Company could grant Incentive Awards with respect to an
aggregate of 1,250,000 shares of common stock. As of the
date hereof no shares remain available for grant under the 2004
Plan and only 65,000 shares remain available for grants
under the 2003 Plan. No further Incentive Awards will be granted
under the 2004 Plan. Shares subject to Incentive Awards that
expire or are forfeited, terminated or otherwise cancelled or
paid in cash in lieu of shares under the Existing Plans, if any,
will become available for Incentive Awards under the 2007 Plan.
There are currently 1,475,805 shares of our common stock
reserved for issuance with respect to 955,100 unexercised
options to purchase common stock, 41,300 unexercised shares of
restricted stock and 479,405 unvested performance restricted
stock units outstanding under the various stock incentive plans
maintained by the Company excluding conditional grants made
under the 2007 Plan described below. The Board of Directors
believes that the adoption and approval of the 2007 Plan is
necessary to allow the Company to continue to emphasize
equity-based compensation in structuring compensation packages
for non-employee directors, executive officers, consultants and
other key employees. The Board of Directors believes that
equity-based compensation is an important aspect of overall
compensation that will yield the greatest benefit for the
stockholders, as the value of such compensation is directly
dependent on the return on stockholders investments.
In May 2007 the Companys compensation committee authorized
the Companys annual grant of equity awards to employees
under the 2004 Plan, the total of which would have exceeded the
number of shares available under the 2004 Plan. Accordingly,
18,575 of the performance restricted stock units granted to
Mr. Chiles were made under the 2007 Plan subject to
stockholder approval of the 2007 Plan.
SUMMARY
OF THE 2007 PLAN
The description set forth below summarizes the principal terms
and conditions of the 2007 Plan; however, it does not purport to
be complete and is qualified in its entirety by reference to the
2007 Plan. Capitalized terms not otherwise defined herein shall
have the meanings given such terms in the 2007 Plan.
General
The primary purpose of the 2007 Plan is to provide a means
whereby the Company may advance the best interests of the
Company and any parent or subsidiaries by providing Outside
Directors, Employees and Consultants with additional incentives
through the grant of Stock Options to purchase common stock of
the Company, shares of Restricted Stock, Other Stock-Based
Awards (payable in cash or common stock) and Performance Awards,
thereby increasing the personal stake of such Outside Directors,
Employees and Consultants in the continued success and growth of
the Company.
Shares Subject
to 2007 Plan
The number of shares of common stock reserved under the 2007
Plan and available for Incentive Awards under the 2007 Plan is
1,200,000. In addition, any grants or awards under the Existing
Plans that expire or are forfeited, terminated or otherwise
cancelled or that are settled in cash in lieu of shares under
the Existing Plans shall be reserved and available for Incentive
Awards under the 2007 Plan. Of the total amount of the shares
available under the 2007 Plan, 1,200,000 shall be available for
grants of Incentive Stock Options. Of the total amount of shares
available under the 2007 Plan, 500,000 shall be available for
grants of Incentive Awards based on common stock other than as a
Stock Option or stock appreciation right (SAR). The
number of shares of common stock that are the subject of
Incentive Awards under the 2007 Plan, that are forfeited or
terminated, expire unexercised, are
15
settled in cash in lieu of common stock or are exchanged for
Incentive Awards that do not involve common stock, shall again
immediately become available for Incentive Awards.
With respect to SARs, when a stock-settled SAR is exercised, the
shares of common stock subject to the SAR Award Letter will be
counted against the number of shares of common stock available
for future grant or sale under the 2007 Plan, regardless of the
number of shares of common stock used to settle the SAR upon
exercise. shares of common stock used to pay the Exercise Price
of a Stock Option or used to satisfy tax withholding obligations
will not become available for future grant or sale under the
2007 Plan.
The number of shares available under the 2007 Plan, the limits
on the number of shares available for certain types of Incentive
Awards, and outstanding Incentive Awards are subject to
adjustments to prevent enlargement or dilution of rights
resulting from stock dividends, stock splits, recapitalization
or similar transactions, or resulting from a change in
applicable laws or other circumstances.
The following limitations shall apply to grants of Incentive
Awards to Employees:
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Subject to adjustment as provided for certain events under the
2007 Plan, the maximum aggregate number of shares of common
stock that may be subject to Incentive Awards denominated with
respect to shares of common stock (including Stock Options,
Restricted Stock, Other Stock-Based Awards, SARs or Performance
Awards paid out in shares) granted to an Employee in any
calendar year shall be 200,000 shares.
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With respect to Incentive Awards denominated with respect to
cash (including Other Stock-Based Awards or Performance Awards
paid out in cash), the maximum aggregate cash payout to an
Employee in any calendar year shall be $5,000,000.
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Administration
The 2007 Plan provides that it is to be administered by a
Committee appointed by the Board of Directors consisting of not
less than two directors who fulfill the non-employee
director requirements of
Rule 16b-3
under the Exchange Act, the outside director
requirements of Code Section 162(m) and the
independent requirement of the rules of any national
securities exchange or NASDAQ, as the case may be, on which any
of the securities of the Company are traded, listed or quoted,
if any. The Committee may be the Compensation Committee of the
Board, or any subcommittee of the Compensation Committee,
provided that the members of the Committee satisfy the
requirements of the previous provisions. Notwithstanding the
foregoing, the term Committee as used in the 2007
Plan with respect to any Incentive Award for an Outside Director
shall refer to the entire Board. The Committee has the full
power and authority to grant to eligible persons the Incentive
Awards described below. The Committee is authorized to, among
other things, determine the size, duration and type, as well as
terms and conditions (which need not be identical) of each
Incentive Award. The terms of Incentive Awards will be reflected
in an agreement between the Grantee and us. The Committee also
construes and interprets the 2007 Plan and any related Award
Letters. The Committee has the authority to grant Incentive
Awards that comply with the performance-based requirements of
Code Section 162(m). The Committee may in certain
circumstances delegate any of its duties under the Plan to
designated officers or other Employees. All determinations and
decisions of the Committee are final, conclusive and binding on
all parties.
Eligibility
All employees of the Company, its parent or any subsidiary are
eligible to participate in the 2007 Plan as well as Consultants
and Outside Directors.
Term of
the 2007 Plan
Subject to stockholder approval as required under Code
Sections 162(m) and 422, the 2007 Plan was made effective
as of May 3, 2007. The 2007 Plan will remain in effect,
subject to the right of the Board of Directors to terminate it
earlier, until all shares of common stock subject to the 2007
Plan are purchased or acquired. However, no Incentive Awards may
be granted under the 2007 Plan after the expiration of ten
(10) years from the 2007 Plan Effective Date.
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Types of
Incentive Awards
Under the 2007 Plan, the Committee may grant Incentive Awards
which may be any of the following:
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Incentive Stock Options as defined in Code Section 422;
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Nonstatutory Stock Options;
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SARs;
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Restricted Stock;
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Performance Awards by reference to Performance Units or
Performance Shares representing a contingent right to receive
cash or shares of common stock (which may be Restricted Stock or
Restricted Stock units); and
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Other Stock-Based Awards payable in shares of common stock or
other consideration related to such shares.
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Stock
Options
Incentive Stock Options and Nonstatutory Stock Options as
described below together are called Stock Options.
The terms of each Stock Option will be reflected in a written
Award Letter. Incentive Stock Options may be granted only to
Employees.
Stock Options entitle the holder to purchase a specified number
of shares of common stock at a specified Exercise Price subject
to the terms and conditions of the option grant. The Exercise
Price per Share of all Stock Options must be at least 100% of
the Fair Market Value per share of common stock on the date of
grant. The term of any Stock Option cannot exceed 10 years
from the date of grant. If a Grantee owns more than 10% of the
outstanding shares of common stock at the time the Grantee is
granted an Incentive Stock Option, the option price per Share
cannot be less than 110% of the Fair Market Value per Share on
the date of grant and the term of the option cannot exceed
5 years. The Committee may not amend any Stock Option to
reduce its initial Exercise Price.
Stock Options may be exercised by the delivery of a written or
electronic notice of exercise to the Company as of a date set by
the Company in advance of the effective date of the proposed
exercise. The notice shall set forth the number of shares with
respect to which the Stock Option is to be exercised,
accompanied by full payment for the shares. The Exercise Price
shall be payable to the Company in full in cash or its
equivalent, or subject to prior approval by the Committee in its
discretion, (i) by tendering previously acquired shares
having an aggregate Fair Market Value at the time of exercise
equal to the total Exercise Price, or (ii) by withholding
shares which otherwise would be acquired on exercise having an
aggregate Fair Market Value at the time of exercise equal to the
total Exercise Price, or (iii) by a combination of
(i) and (ii) above. Any payment in shares shall be
effected by the surrender of such shares to the Company in good
form for transfer and shall be valued at their Fair Market Value
on the date when the Stock Option is exercised.
Restricted
Stock
A Restricted Stock award consists of a grant of common stock
that is subject to a substantial risk of forfeiture and transfer
restrictions until conditions established at the time of grant
are satisfied. The Committee shall designate the vesting date or
dates for each award of Restricted Stock, and may prescribe
other restrictions, terms and conditions applicable to the
vesting of such Restricted Stock. At the discretion of the
Committee, the award or vesting of Restricted Stock may be
conditioned upon the achievement of the performance goals
described below with respect to Performance Awards. Unless
otherwise specified in the Grantees Award Letter, each
Restricted Stock Award shall constitute an immediate transfer of
the record and beneficial ownership of the shares of Restricted
Stock to the Grantee, subject to the satisfaction of the
restrictions imposed at grant. Shares awarded pursuant to a
grant of Restricted Stock may be issued in the name of the
Grantee and held, together with a stock power endorsed in blank,
by the Committee or the Company (or its delegates) or in trust
or in escrow pursuant to an agreement satisfactory to the
Committee, as determined by the Committee, until such time as
the restrictions on transfer have expired. Unless otherwise
designated by the Committee, the holder of Restricted Stock will
have the
17
right to vote such shares and to exercise all of the rights,
powers and privileges of a holder of shares of common stock. The
Committee may also limit a holders right to receive
dividends.
Performance
Units and Shares and Other Stock-Based Awards
The 2007 Plan also authorizes the Committee to grant Performance
Awards in the form of Performance Units or Performance Shares or
Other Stock-Based Awards to individuals eligible to participate
in the 2007 Plan.
Performance Awards may be granted by the Committee on such terms
and conditions as determined by the Committee for a performance
period. The grant, vesting or settlement of Performance Awards
may, in the discretion of the Committee, be conditioned on the
achievement of performance goals. For each performance period,
the Committee will establish specific financial or non-financial
performance goals, the number of Performance Awards and their
contingent values, which values may vary depending on the degree
to which such goals are met. For Performance Awards which are
meant to qualify as performance-based compensation under Code
Section 162(m), the Committee will establish the
performance goals prior to or within 90 days of the
beginning of the performance period relating to such performance
goal or at such other date as may be permitted or required for
the Performance Awards to qualify as performance-based
compensation under Code Section 162(m), and not later than
after 25% of such performance period has elapsed. For all other
Performance Awards, the performance goals must be established
before the end of the respective performance period. The
Committee will also have the power to impose any other
restrictions on Performance Awards meant to qualify as
performance-based compensation under Code Section 162(m) as
it may deem necessary or appropriate to ensure that such
Performance Awards satisfy such requirements. The Committee may
establish performance goals applicable to Performance Awards
based upon performance criteria in one or more of the following
categories: (i) performance of the Company as a whole,
(ii) performance of a segment of the Companys
business, and (iii) individual performance and either as an
absolute measure or as a measure of comparative performance
relative to a peer group of companies, an index, budget, prior
period, or other standard selected by the Committee. Performance
criteria for the Company shall relate to the achievement of
predetermined financial and operating objectives for the Company
and its Subsidiaries on a consolidated basis. Performance
criteria for a segment of the Companys business shall
relate to the achievement of financial and operating objectives
of the segment for which the Grantee is accountable. Performance
criteria means one or more of the following measures: sales,
free cash flow, revenue, pre-tax or after-tax profit levels,
including: earnings per share, operating earnings, earnings
before interest and taxes, earnings before interest, taxes,
depreciation and amortization, net operating profits after tax,
and net income; total stockholder return; return on assets,
equity, capital or investment; cash flow and cash flow return on
investment; economic value added and economic profit; growth in
earnings per share, debt to equity ratio, market share, price
per share of common stock, economic value added and market value
added; levels of operating expense and maintenance expense or
measures of customer satisfaction and customer service as
determined from time to time including the relative improvement
therein; safety measurements including: total recordable
incident rate to labor hours ratios, lost time accidents to
labor hours ratios, or flight accidents to flight hours ratios;
or such similar objectively determinable financial or other
measures as may be adopted by the Committee. Individual
performance criteria shall relate to a Grantees overall
performance, taking into account, among other measures of
performance, the attainment of individual goals and objectives.
The performance goals may differ among Grantees. Performance
criteria shall be calculated in accordance with the
Companys financial statements or generally accepted
accounting principles, on an operating basis, or under a
methodology established by the Committee prior to the grant of
the Performance Award that is consistently applied and
identified. In establishing a performance goal applicable to a
Performance Award, the Committee may provide that the attainment
of the performance goal will be measured by appropriately
adjusting the evaluation of performance goal achievement to
exclude (i) any extraordinary non-recurring items as
described in Accounting Principles Board Opinion No. 30
and/or in
managements discussion and analysis of financial condition
and results of operations appearing in the Companys annual
report to stockholders for the applicable year, or (ii) the
effect of any changes in accounting principles affecting the
Companys, a subsidiarys or a business segments
reported results. The Committee may reduce or eliminate the
amount payable with respect to a Performance Award but, with
respect to Performance Awards intended to qualify as
performance-based compensation under Code Section 162(m),
the Committee may not increase the amount payable except as
provided in the Plan to prevent dilution in the event of certain
capital adjustments including stock splits and
recapitalizations. The Committee will determine whether
performance goals have been achieved and, if so, the amount
payable with respect to any
18
Performance Award. With respect to Performance Awards intended
to qualify as performance-based compensation under Code
Section 162(m), the Committee will certify the results of
the performance goals for each performance period.
Other Stock-Based Awards may consist of awards that are valued,
in whole or in part, by reference to, or otherwise based on,
shares of common stock, including SARs. Subject to the terms of
the 2007 Plan, the Committee may determine any terms and
conditions of Other Stock-Based Awards; provided, however, that
those Incentive Awards intended to qualify as performance-based
compensation under Code Section 162(m) shall comply with
the standards specified in the 2007 Plan in accordance with
Section 162(m) and the regulations thereunder. At the
discretion of the Committee, the award, vesting or payment of
Other Stock-Based Awards may be conditioned upon the achievement
of the performance goals described above with respect to
Performance Awards. Payment of Other Stock-Based Awards will be
in shares of common stock or other consideration, including
cash, related to those Incentive Awards as the Committee
determines in its discretion.
Termination
of Employment and Change in Control
The 2007 Plan gives the Committee discretion to establish and
include in Award Letters any acceleration of vesting or lapse of
restrictions, the exercise period, the definition of disability
and other terms and conditions in the event of termination of
employment, death, disability or retirement. For this purpose,
employment includes compensatory or advisory
services performed as a Consultant and membership on the Board
by an Outside Director. The 2007 Plan also gives the Committee
discretion to establish and include in Award Letters any
acceleration of vesting, lapse of restrictions and any other
terms and conditions in the event of a change in control of the
Company and the events that shall constitute a change in control
of the Company.
Tax
Withholding
The Company shall have the power and the right to deduct or
withhold, or require a Grantee to remit to the Company, an
amount sufficient to satisfy federal, state, and local taxes,
domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result
of the Plan or an Incentive Award. With respect to tax
withholding required upon the exercise of Stock Options, upon
the lapse of restrictions on Restricted Stock, or upon any other
taxable event arising as a result of any Incentive Awards,
Grantees may elect, subject to the approval of the Committee in
its discretion, to satisfy the withholding requirement, in whole
or in part, by having the Company withhold shares having a Fair
Market Value on the date the tax is to be determined equal to
the minimum statutory total tax which could be imposed on the
transaction.
Incentive
Awards Nontransferable
Generally, no Incentive Award may be assigned, sold or otherwise
transferred by a Grantee, other than by will or by the laws of
descent and distribution or pursuant to a qualified domestic
relations order under Code Section 414(p). A Stock Option
may be exercised during the Grantees lifetime only by the
Grantee or the Grantees legal guardian. However, in the
discretion of the Committee, the Award Letter for a Nonstatutory
Stock Option may provide that the Nonstatutory Stock Option is
transferable to members of the Grantees immediate family,
a trust or trusts for the exclusive benefit of such immediate
family members (including the Grantee), or a partnership in
which such immediate family members (including the Grantee) are
the only partners. The 2007 Plan contains provisions permitting
such a transfer if there is no consideration for such transfer,
such transfer is approved by the Committee, and such transfer is
expressly provided for in the applicable Award Letter.
Amendment
and Termination of the 2007 Plan
The Board may amend or terminate the 2007 Plan at any time,
except that the 2007 Plan may not be modified or amended without
the approval of the stockholders of the Company (within the time
period required by applicable law, if any), if such amendment
would:
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increase the number of shares of common stock that may be issued
thereunder, except in connection with the recapitalization or
reclassification of common stock;
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amend the eligibility requirements for Employees to participate
in the 2007 Plan;
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increase the maximum limits on Incentive Awards to Employees as
set for compliance with the Performance-Based Exception under
Code Section 162(m);
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extend the term of the 2007 Plan;
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permit the cancellation or purchase by the Company of Incentive
Awards of Stock Options for which the shares of common stock
have a current Fair Market Value that is less than the Fair
Market Value of the shares of common stock under such Option on
the date of grant;
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decrease the authority granted to the Committee under the 2007
Plan in contravention of
Rule 16b-3
under the Exchange Act;
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amend any Stock Option or SAR to reduce its initial Exercise
Price or grant price;
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cancel or replace any Stock Option or SAR with Stock Options or
SARs having a lower Exercise Price or grant price; or
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modify the performance criteria for Incentive Awards intended to
qualify as performance-based compensation under Code
Section 162(m).
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Except as otherwise provided in the 2007 Plan, no termination,
amendment or modification of the 2007 Plan shall adversely
affect in any material way any outstanding Incentive Award
previously granted to a Grantee without his or her written or
electronic consent.
Compliance
with Code Section 409A
To the extent that the Committee determines that any Incentive
Award granted under the 2007 Plan is subject to Code
Section 409A, the applicable Award Letter shall incorporate
the terms and conditions necessary to avoid the consequences
specified in Code Section 409A(a)(1). To the extent
applicable, the 2007 Plan and Award Letters shall be interpreted
and construed in compliance with Code Section 409A and
Treasury Department regulations and other interpretive guidance
issued thereunder. In the event that the Board determines that
any Incentive Award may be subject to Code Section 409A,
the Board may, without the consent of Grantees, including the
affected Grantee, but subject to the stockholder approval
requirements of the 2007 Plan, if applicable, adopt such
amendments to the 2007 Plan and the applicable Award Letters or
adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any
other actions, that the Board determines are necessary or
appropriate to (i) exempt the Incentive Award from Code
Section 409A or (ii) comply with the requirements of
Code Section 409A and Treasury Department regulations and
other interpretive guidance issued thereunder.
Federal
Income Tax Consequences of Incentive Awards Granted Under the
2007 Plan
THE FOLLOWING IS A SUMMARY OF THE UNITED STATES FEDERAL
INCOME TAX CONSEQUENCES THAT GENERALLY WILL ARISE UNDER THE CODE
WITH RESPECT TO INCENTIVE AWARDS GRANTED UNDER THE 2007 PLAN AND
DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF ALL RELEVANT
PROVISIONS OF THE CODE. MOREOVER, THIS SUMMARY IS BASED UPON
CURRENT FEDERAL INCOME TAX LAWS UNDER THE CODE, WHICH ARE
SUBJECT TO CHANGE. THE TREATMENT OF FOREIGN, STATE, LOCAL OR
ESTATE TAXES IS NOT ADDRESSED. THE TAX CONSEQUENCES OF THE
INCENTIVE AWARDS ARE COMPLEX AND DEPENDENT UPON EACH
INDIVIDUALS PERSONAL TAX SITUATION. ALL GRANTEES ARE
ADVISED TO CONSULT WITH THEIR OWN TAX ADVISORS RESPECTING
INCENTIVE AWARDS.
Incentive Stock Options. In general, a
Grantee will not recognize taxable income upon the grant or a
qualified exercise of any Incentive Stock Option.
The Company is not entitled to a deduction at the time of the
grant or at the time of a qualified exercise of any
Incentive Stock Option. Instead, a Grantee will recognize
taxable income with respect to Incentive Stock Options only upon
the sale of shares of common stock acquired through the
20
qualified exercise of an Incentive Stock Option. The
qualified exercise of an Incentive Stock Option,
however, may subject the Grantee to the alternative minimum tax.
Generally, the tax consequences of selling shares of common
stock acquired upon the exercise of an Incentive Stock Option
will vary with the length of time that the Grantee has owned the
shares of common stock at the time they are sold. If the Grantee
sells shares of common stock acquired upon the
qualified exercise of an Incentive Stock Option,
which means selling the shares after having owned them for more
than 2 years from the date the Incentive Stock Option was
granted and 1 year from the date the Incentive Stock Option
was exercised, then the Grantee will recognize long-term capital
gain in an amount equal to the excess of the sale price of the
shares of common stock sold over the Exercise Price. If a
Grantee sells shares acquired upon the qualified
exercise of an Incentive Stock Option for less than the Exercise
Price, then the Grantee may recognize a capital loss in an
amount equal to the excess of the Exercise Price over the sale
price of the shares.
If the Grantee sells shares of common stock acquired upon the
exercise of Incentive Stock Options for more than the Exercise
Price prior to having owned the shares for more than
2 years from the date the Incentive Stock Option was
granted and 1 year from the date the Incentive Stock Option
was exercised (a disqualifying disposition), then
the Grantee will recognize ordinary income in an amount equal to
the difference between the Fair Market Value of the shares
acquired on the date of exercise (or, if less, the sale price of
the shares) and the Exercise Price. Any gain in excess of the
taxable income portion will be taxable as long-term or
short-term capital gain. The Company is generally entitled to a
tax deduction at the same time and in the same amount as the
ordinary income recognized by the Grantee from such disposition.
Nonstatutory Stock Options. As in the
case of an Incentive Stock Option, a Grantee will not recognize
taxable income upon the grant of a Nonstatutory Stock Option nor
will the Company be entitled to a deduction at that time.
However, a Grantee who exercises a Nonstatutory Stock Option
generally will recognize ordinary income in an amount equal to
the excess of the Fair Market Value of the shares of common
stock acquired through the exercise of the Nonstatutory Stock
Option on the date the Nonstatutory Stock Option was exercised
over the Exercise Price, and the Company will generally
recognize a corresponding tax deduction in the same amount at
the same time.
With respect to any shares of common stock acquired upon the
exercise of a Nonstatutory Stock Option, a Grantee will have a
tax basis equal to the Exercise Price plus any income recognized
upon the exercise of the Nonstatutory Stock Option. Upon selling
the shares, a Grantee will generally recognize a capital gain or
loss in an amount equal to the difference between the sale price
of the shares and the Grantees tax basis in the shares.
Cashless Exercise. Under current
rulings, if a Grantee transfers previously held shares of common
stock (other than common stock acquired by exercise of an
Incentive Stock Option that has not been held for the requisite
holding period) in satisfaction of part or all of the Exercise
Price of a Nonstatutory Stock Option or Incentive Stock Option,
the Grantee will recognize income with respect to the common
stock received in the manner described above, but no additional
gain will be recognized as a result of the transfer of such
previously held shares in satisfaction of the Exercise Price of
the Nonstatutory Stock Option or Incentive Stock Option.
Moreover, that number of shares of common stock received upon
exercise that equals the number of shares of previously held
common stock surrendered in satisfaction of the Exercise Price
of the Nonstatutory Stock Option or Incentive Stock Option will
have a tax basis that equals, and a holding period that
includes, the tax basis and holding period of the previously
held shares of common stock surrendered in satisfaction of the
Exercise Price of the Nonstatutory Stock Option or Incentive
Stock Option. Any additional shares of common stock received
upon exercise will have a tax basis that equals the amount of
cash (if any) paid by the Grantee, plus, in the case of a
Nonstatutory Stock Option, the amount of ordinary income
recognized by the Grantee with respect to the shares of common
stock received.
Restricted Stock. A Grantee will not
recognize taxable income upon the grant of an award of
Restricted Stock subject to forfeiture provisions and
restrictions on transfer (nor will the Company be entitled to a
deduction) unless the Grantee makes an election under Code
Section 83(b). If the Grantee makes a Code
Section 83(b) election within 30 days of the date the
Restricted Stock is granted, then the Grantee will recognize
ordinary income, for the year in which the award is granted, in
an amount equal to the excess of the Fair Market Value of the
shares of common stock at the time the award is granted over the
purchase price, if any, paid for the shares of common stock. If
such election is made and the Grantee subsequently forfeits some
or all of the shares, then the Grantee generally
21
will not be entitled to any refund of taxes paid as a result of
the Code Section 83(b) election, and may take a loss only
with respect to the amount actually paid for the shares. If a
Code Section 83(b) election is not made, then the Grantee
will recognize ordinary income at the time that the forfeiture
provisions or restrictions on transfer lapse, in an amount equal
to the excess of the Fair Market Value of the shares of common
stock at the time of such lapse over the original price paid for
the shares of common stock, if any.
The Grantee will have a tax basis in the shares of common stock
acquired equal to the sum of the price paid for the shares, if
any, and the amount of ordinary income recognized at the time
the Code Section 83(b) election is made or at the time the
forfeiture provisions or transfer restriction lapse, as is
applicable. Upon the disposition of shares of common stock
acquired pursuant to an award of Restricted Stock, the Grantee
will recognize a capital gain or loss in an amount equal to the
difference between the sale price of the shares of common stock
and the Grantees tax basis in the shares of common stock.
This capital gain or loss will be a long-term capital gain or
loss if the shares are held for more than 1 year. For this
purpose, the holding period shall begin after the date on which
the forfeiture provisions or restrictions lapse if a Code
Section 83(b) election is not made, or on the date after
the award is granted if the Code Section 83(b) election is
made.
The Company will generally be entitled to a corresponding tax
deduction at the time the Grantee recognizes ordinary income on
the Restricted Stock, whether by vesting or due to a Code
Section 83(b) election, in the same amount as the ordinary
income recognized by the Grantee.
Other Stock-Based Awards. Generally a
Grantee will not recognize any taxable income upon the grant of
Other Stock-Based Awards (including Performance Awards). Upon
the payment of Other Stock-Based Awards, a Grantee will
recognize compensation taxable as ordinary income, and the
Company will be entitled to a corresponding tax deduction in the
same amount and at the same time.
However, if the Other Stock-Based Award is settled in shares and
any such shares are subject to substantial restrictions, such as
a requirement of continued employment or the attainment of
certain performance objectives, the Grantee will not recognize
income and the Company will not be entitled to a deduction until
the restrictions lapse, unless the Grantee elects otherwise by
filing an election under Code Section 83(b) as described
above. The amount of a Grantees ordinary income and the
Companys deduction will generally be equal to the Fair
Market Value of the shares at the time the restrictions lapse.
When a Grantee is granted shares of common stock in settlement
of Other Stock-Based Awards, the Grantee will have a tax basis
in the shares acquired equal to the amount of ordinary income
recognized. Upon the disposition of the shares of common stock
acquired pursuant to Other Stock-Based Awards, the Grantee will
recognize a capital gain or loss in an amount equal to the
difference between the sale price of the shares of common stock
and the Grantees tax basis in the shares.
Code Section 409A. Code
Section 409A generally provides that any deferred
compensation arrangement which does not meet specific
requirements regarding (i) timing of payouts,
(ii) advance election of deferrals and
(iii) restrictions on acceleration of payouts results in
immediate taxation of any amounts deferred to the extent not
subject to a substantial risk of forfeiture. In addition,
amounts included in income under Code Section 409A are also
subject to a 20% excise tax and interest. In general, to avoid a
Code Section 409A violation, amounts deferred may only be
paid out on separation from service, disability, death, a
specified time, a change in control (as defined by the Treasury
Department) or an unforeseen emergency. Furthermore, the
election to defer generally must be made in the calendar year
prior to performance of services, and any provision for
accelerated payout other than for reasons specified by the
Treasury may cause the amounts deferred to be subject to early
taxation and to the imposition of the excise tax.
Code Section 409A is applicable to any form of deferred
compensation, which is broadly defined. Code Section 409A
does not apply to Incentive Stock Options, Nonstatutory Stock
Options and SARs that are not discounted and Restricted Stock
(provided there is no deferral of income beyond the date on
which all restrictions lapse and there is no longer a risk of
forfeiture). However, Code Section 409A may apply to Other
Stock-Based Awards granted under the 2007 Stock Plan, including
Performance Awards. Incentive Awards under the 2007 Plan that
are subject to Code Section 409A are intended to satisfy
the requirements of Code Section 409A.
22
Other Tax Considerations. Upon
accelerated exercisability of Stock Options and accelerated
lapsing of restrictions upon Restricted Stock or other Incentive
Awards due to a change in control (as defined in Code
Section 280G) certain amounts associated with such
Incentive Awards could, depending upon the individual
circumstances of the Grantee, constitute excess parachute
payments under the provisions of Code Section 280G.
Under these provisions, the Company will be denied any deduction
with respect to such excess parachute payment. In addition, a
Grantee will be subject to a 20% excise tax on any excess
parachute payments under Code Section 4999.
The limit on the Companys federal income tax deduction
with respect to annual compensation under Code
Section 162(m) is also reduced by the amount of any excess
parachute payments. Whether amounts constitute excess parachute
payments depends upon, among other things, the value of the
Incentive Awards accelerated and the past compensation of the
Grantee.
Under Code Section 162(m), the Company is denied a
deduction for annual compensation paid to covered
employees (as defined in Code Section 162(m)) in
excess of $1.0 million. Taxable compensation earned by
covered employees for Options, Restricted Stock or
other applicable Incentive Awards is intended to constitute
qualified performance-based compensation which is
not subject to the Code Section 162(m) limits on annual
compensation. In order to qualify as performance-based
compensation under Code Section 162(m), Stock Options
and other Incentive Awards must be granted by a Committee
consisting solely of two or more outside directors
(as defined under applicable regulations) and satisfy the limit
on the total number of shares of common stock that may be
awarded, or the total amount of cash that may be paid, to any
one Grantee during any calendar year. In addition, for Incentive
Awards other than Stock Options and SARs (that are not
discounted) to qualify, the grant, issuance, vesting or
retention of the Incentive Award must be contingent upon
satisfying one or more performance goals, as established and
certified by a Committee consisting solely of two or more
outside directors. If these requirements are met,
the Company should be entitled to a tax deduction for
compensation paid in the same amount as the ordinary income
recognized by the covered employees without any reduction under
the limitations of Code Section 162(m) on deductible
compensation paid to such employees. However, the Committee may
determine, within its sole discretion, to grant Incentive Awards
to such covered employees that do not qualify as
performance-based compensation.
THE FOREGOING U.S. FEDERAL INCOME TAX INFORMATION IS ONLY A
SUMMARY AND DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF ALL
OF THE RELEVANT PROVISIONS OF THE CODE. THE EFFECT OF ANY
FOREIGN, STATE, LOCAL OR ESTATE TAXES IS NOT ADDRESSED.
VOTE
REQUIRED
The affirmative vote of a majority of the votes cast by
stockholders on this proposal at the annual meeting is required
for the adoption of the Bristow Group Inc. 2007 Long Term
Incentive Plan described in this proposal, provided that the
total number of votes cast on the proposal represents a majority
of the votes entitled to be cast on the proposal. If you hold
your shares through a broker, bank or other nominee and you do
not instruct them on how to vote on this proposal, your broker
will not have authority to vote your shares if your broker is a
NASD or NYSE member organization. Abstentious and broker
non-votes will not affect the outcome of the vote on the
adoption of the Bristow Group Inc. 2007 Long Term Incentive Plan
as long as holders of a majority of shares of common stock cast
votes on the proposal.
BOARD
RECOMMENDATION
The Board of Directors believes that it is in the best interests
of the Company to continue to provide non-employee directors,
consultants and employees with the opportunity to acquire an
ownership interest in the Company through their participation in
the Bristow Group Inc. 2007 Long Term Incentive Plan and thereby
encourage them to remain in the Companys service and more
closely align their interests with those of the stockholders.
The Board of Directors unanimously recommends that you vote
FOR the adoption of the Bristow Group Inc. 2007 Long
Term Incentive Plan.
23
VII. EXECUTIVE
OFFICERS OF THE REGISTRANT
Under our by-laws, our Board of Directors elects our executive
officers annually. Each executive officer remains in office
until that officer ceases to be an officer or his or her
successor is elected. There are no family relationships among
any of our executive officers. At March 31, 2007, our
executive officers were as follows except for Mr. Corr, who
joined the Company on April 2, 2007:
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Name
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Age
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Position Held with Registrant
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William E. Chiles
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58
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President, Chief Executive Officer
and Director
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Perry L. Elders
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45
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Executive Vice President and Chief
Financial Officer
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Richard D. Burman
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54
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Senior Vice President, Eastern
Hemisphere
|
Patrick Corr
|
|
|
48
|
|
|
Senior Vice President, Global
Training
|
Mark B. Duncan
|
|
|
45
|
|
|
Senior Vice President, Global
Business Development
|
Michael L. Simon
|
|
|
56
|
|
|
Senior Vice President, Production
Management
|
Michael R. Suldo
|
|
|
61
|
|
|
Senior Vice President, Western
Hemisphere
|
Joseph A. Baj
|
|
|
49
|
|
|
Vice President and Treasurer
|
Elizabeth D. Brumley
|
|
|
48
|
|
|
Vice President, Chief Accounting
Officer and Controller
|
Mark H. Frank
|
|
|
45
|
|
|
Vice President, Planning
|
William H. Hopkins
|
|
|
65
|
|
|
Vice President, Human Resources
Quality & Safety
|
Randall A. Stafford
|
|
|
51
|
|
|
Vice President and General
Counsel, Corporate Secretary
|
Mr. Chiles joined us in July 2004 as Chief Executive
Officer and President. Mr. Chiles was elected Chief
Financial Officer in December, 2005 following the resignation of
the prior chief financial officer and served in that capacity
until Mr. Elders was elected to the position in February
2006. Mr. Chiles has been a member of our Board since 2004.
Prior to his employment by the Company, Mr. Chiles was
employed by Grey Wolf, Inc., an onshore oil and gas drilling
company traded on the American Stock Exchange, from March 2003
until June 21, 2004 as Executive Vice President and Chief
Operating Officer. Mr. Chiles served as Vice President of
Business Development at ENSCO International Incorporated, an
offshore oil and gas drilling company listed on the New York
Stock Exchange, from August 2002 until March 2003. From August
1997 until its merger into an ENSCO International affiliate in
August 2002, Mr. Chiles served as President and Chief
Executive Officer of Chiles Offshore, Inc. Mr. Chiles
serves as a director of Basic Energy Services, Inc., a
contractor for land based oil and gas services. He has served as
a member of our Executive Committee since 2004. Mr. Chiles
earned a B.B.A. in Petroleum Land Management from The University
of Texas and an M.B.A. in Finance and Accounting with honors
from Southern Methodist University, Dallas.
Mr. Elders joined us in February 2006 as Executive
Vice President and Chief Financial Officer. Prior to joining the
Company, Mr. Elders was a Director with Sirius Solutions,
L.L.P. from June 2005 to February 2006, during which time
Mr. Elders was Senior Financial Advisor to the Company from
November 2005 to February 2006 under a consulting arrangement
with Sirius Solutions. From August 2004 to May 2005,
Mr. Elders was with Vetco International Limited, a global
oilfield equipment manufacturer and construction company,
initially as a consultant and then as Vice President Finance and
Chief Accounting Officer. From July 2002 to September 2003,
Mr. Elders was a partner in the Houston audit practice of
PricewaterhouseCoopers LLP. From September 1983 to June 2002,
Mr. Elders was employed with the Houston audit practice of
Arthur Andersen LLP, including as a partner for the last seven
years and concluding as head of the energy service practice in
the Houston, New Orleans, Austin and San Antonio markets.
Mr. Elders is a Certified Public Accountant and member of
the American Institute of Certified Public Accountants.
Mr. Burman joined us in 2004 as Senior Vice
President, Eastern Hemisphere. He also serves as Managing
Director of Bristow Helicopter Group Ltd. Prior to joining us,
Mr. Burman held various positions within the Baker Hughes
group of companies, most recently as Region General Manager,
Mediterranean and Africa for Baker Hughes INTEQ.
Mr. Corr joined the Company in April 2007 as Senior
Vice President, Global Training. Mr. Corr has over
20 years of experience in flight training and commercial
helicopter operations and has been a commercial helicopter pilot
since 1986. In 1987, Mr. Corr established Helicopter
Adventures, Inc., a flight school with locations in Concord,
California and Titusville, Florida, where he was owner and
President since that time. His company was acquired by the
Company in April, 2007. The school currently operates more than
50 aircraft, employing about 115 staff, and providing FAA, JAA
and Military training programs.
24
Mr. Duncan joined us in January 2005 as Vice
President, Global Business Development and was promoted to
Senior Vice President, Global Business Development effective
January 1, 2006. Prior to joining the Company,
Mr. Duncan worked at ABB Lummus Global Inc. from 2002 to
2005. At ABB, Mr. Duncan served as Commercial Director in
the Deepwater Floating Production Systems division, based in
Houston, Texas. From 1985 to 2002, Mr. Duncan worked for
the Halliburton/Brown & Root Group, mostly in the
subsea sector where he filled various positions working in the
North Sea, Brazil and several other international areas,
ultimately holding the position of Senior Global Vice President
Commercial for the Subsea7 entity.
Mr. Simon joined us in August 2006 as Executive Vice
President of Grasso Production Management. He was promoted to
Senior Vice President Production Management in March
2007. Prior to joining the company, Mr. Simon worked for
The Houston Exploration Co. as Operations Manager from 2000 to
2005 and from 2005 to 2006 as General Manager
Offshore Division. He has over 30 years experience in
oil & gas operations, both onshore and offshore.
Mr. Simon previously held operating and engineering
positions at Sonat Exploration Co. and Gulf Oil Co.
Mr. Suldo joined us in 2002 as Assistant General
Manager of Air Logistics and was appointed General Manager in
2003. In June 2005, Mr. Suldo was promoted to Senior Vice
President, Western Hemisphere and President of Air Logistics,
L.L.C. Prior to joining us, Mr. Suldo was employed at
Petroleum Helicopters Inc. from July 1988 until March 2002 in
Gulf of Mexico operations in various managerial positions.
Before 1988, Mr. Suldo had a 20 year career in the US
Navy, from which he retired as a Commander.
Mr. Baj joined us in July 2005 as Assistant
Treasurer. In November 2005, Mr. Baj was elected Vice
President, Treasurer and Secretary. In May 2006, Mr. Baj
resigned his position as Secretary upon Mr. Stafford
joining the Company. Prior to joining the Company, Mr. Baj
was a treasury consultant from 2004 to 2005. Prior to 2004,
Mr. Baj was Assistant Treasurer with Transocean Inc. from
1997 to 2003, held various treasury and investor relations
positions with Sterling Chemicals, Inc. from 1987 to 1997, and
worked in the treasury group of Anderson, Clayton and Co. from
1983 to 1987.
Ms. Brumley joined us and was elected Controller in
November 2005. Ms. Brumley was subsequently elected Vice
President and Chief Accounting Officer and Controller of the
Company in December 2005. Before joining the Company,
Ms. Brumley was the Vice President and Controller of Noble
Drilling Services, Inc., a drilling company, from March 2005 to
September 2005. From 1996 to March 2005, she served with MAXXAM
Inc., a forest products, real estate investment and development,
and racing company, where she served as Controller beginning in
January 1999 and ultimately becoming Vice President and
Controller in December 2003. She has also worked for GulfMark
Offshore, Inc. (formerly GulfMark International, Inc.), an
offshore marine services company, serving as Controller from
1990 until 1996. A Certified Public Accountant, Ms. Brumley
was a senior auditor with Arthur Andersen LLP prior to joining
GulfMark in 1987.
Mr. Frank joined Bristow Group Inc. in March 2006 as
Director of Planning and Forecasting and was elected Vice
President Planning in March 2007. Prior to joining Bristow,
Mr. Frank was a Partner with Sense Corp, LLP and then
Director with Sirius Solutions LLP from 2002 to 2006, where he
provided business process improvement and system development
services to a number of midstream and wholesale energy companies
on a consultative basis. From 1998 to 2002, Mr. Frank was
responsible for planning and forecasting in Enron
Corporations wholesale energy businesses. Prior to joining
Enron, Mr. Frank was responsible for planning, forecasting
and analysis at Toms Foods, Inc., a food processing and
distribution company, and Zapata Corporation, an offshore
drilling contractor and provider of diversified oilfield
services.
Mr. Hopkins joined the company in August 2004 as
Vice President of Human Resources, Quality & Safety.
Prior to joining Bristow, Mr. Hopkins was Manager of
Employee Development at ENSCO based in Dallas, Texas from
September 2002 to August 2004. From September 1997 to September
2002 he served as Vice President Human Resources and Safety of
Chiles Offshore Inc. in Houston, Texas.
Mr. Stafford joined us in May 2006 as Vice President
and General Counsel, Corporate Secretary. Prior to joining the
Company, Mr. Stafford was Vice President, General Counsel
and Corporate Secretary of TODCO from January 2003 to May 2006.
From January 2001 until January 2003, Mr. Stafford served
as Associate General Counsel of Transocean Inc. From January
2000 until January 2001, Mr. Stafford served as Counsel to
R&B Falcon Corporation prior to its acquisition by
Transocean Inc.
25
VIII. SECURITY
OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Holdings
of Principal Stockholders
The following table shows, as of March 31, 2007, certain
information with respect to beneficial ownership of our common
stock by any person known by us to be the beneficial owner of
more than five percent of any class of our voting securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Title
|
|
|
|
|
|
|
Beneficially
|
|
|
Of
|
|
|
Percent
|
|
Name and Address of Beneficial Owner
|
|
Owned
|
|
|
Class
|
|
|
Of Class(1)
|
|
|
FMR Corp.
|
|
|
2,528,216
|
(2)
|
|
|
Common
|
|
|
|
10.678
|
%
|
82 Devonshire Street
Boston, MA 02109
|
|
|
|
|
|
|
|
|
|
|
|
|
Franklin Resources, Inc.
|
|
|
2,191,105
|
(3)
|
|
|
Common
|
|
|
|
9.3
|
%
|
One Parker Plaza,
9th Floor
Fort Lee, NJ 07024
|
|
|
|
|
|
|
|
|
|
|
|
|
Dimensional Fund Advisors,
Inc.
|
|
|
1,974,241
|
(4)
|
|
|
Common
|
|
|
|
8.4
|
%
|
1299 Ocean Avenue,
11th Floor
Santa Monica, CA 90401
|
|
|
|
|
|
|
|
|
|
|
|
|
Caledonia Investments plc
|
|
|
1,974,980
|
(5)
|
|
|
Common
|
|
|
|
8.3
|
%
|
Cayzer House, 30 Buckingham
Gate
London, England SW1 E6NN
|
|
|
|
|
|
|
|
|
|
|
|
|
North Run Capital LP
|
|
|
1,362,100
|
(6)
|
|
|
Common
|
|
|
|
5.8
|
%
|
One International Place
Boston, MA 02109
|
|
|
|
|
|
|
|
|
|
|
|
|
Barclays Global Investors NA
|
|
|
1,210,179
|
(7)
|
|
|
Common
|
|
|
|
5.14
|
%
|
45 Fremont Street
San Francisco, CA 94105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Percentage of the common stock of the Company outstanding as of
the Record Date. |
|
(2) |
|
According to Schedule 13G/A filed on February 14, 2007
with the Securities and Exchange Commission, FMR Corp. has sole
voting power with respect to none of such shares of common
stock, sole dispositive power with respect to 2,528,216 of such
shares of common stock, and beneficially owns 2,528,216 of such
shares of common stock. Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR Corp., is the
beneficial owner of 2,528,216 shares or 10.678% of the
common stock as a result of acting as investment adviser to
various investment companies. The ownership of one investment
company, Fidelity Low Priced Stock Fund, amounted to
2,343,000 shares or 9.896% of the common stock outstanding.
FMR Corp., through its ultimate control of the investment
company has sole power to dispose of the 2,343,000 shares
owned by the investment company. FMR Corp. does not have the
sole power to vote or direct the voting of the shares owned
directly by the investment company, which power resides with the
funds Boards of Trustees. Fidelity Management &
Research Company carries out the voting of the shares under
written guidelines established by the funds Boards of
Trustees. |
|
(3) |
|
According to a Schedule 13G/A filed on February 5,
2007 with the Securities and Exchange Commission, the securities
are beneficially owned by one or more open or closed-end
investment companies or other managed accounts which are advised
by direct and indirect investment advisory subsidiaries (the
Adviser Subsidiaries) of Franklin Resources, Inc.
(FRI). Such advisory contracts grant to such Adviser
Subsidiaries all investment
and/or
voting power over the securities owned by such advisory clients.
Franklin Advisory Services, LLC, has sole voting power with
respect to 1,689,300 shares of common stock and sole
dispositive power with respect to 1,696,700 shares of
common stock. |
|
(4) |
|
According to a Schedule 13G/A filed on February 9,
2007 with the Securities and Exchange Commission, Dimensional
Fund Advisors, Inc. has shared voting and dispositive power
with respect to and beneficially owns all such shares of common
stock. |
26
|
|
|
(5) |
|
According to a Schedule 13D/A filed on September 29,
2006, with the Securities and Exchange Commission by
(i) Caledonia Investments plc (Caledonia) and
information provided directly by Caledonia as the direct
beneficial owner of 1,974,980 of such shares of common stock
(including 347,280 shares of common stock issuable upon
conversion of 300,000 shares of non-voting 5.50% mandatory
convertible preferred stock of the Company); and (ii) The
Cayzer Trust Company Limited (Cayzer Trust) as an
indirect beneficial owner given its direct holdings of the
securities of Caledonia. Caledonia and Cayzer Trust have shared
voting and dispositive power over the 1,974,980 shares of
common stock. |
|
(6) |
|
According to a Schedule 13G filed on November 17, 2006
with the Securities and Exchange Commission, North Run Capital
LP has sole voting power with respect to 1,362,100 of such
shares of common stock sole dispositive power with respect to
1,362,100 of such shares of common stock, and beneficially owns
1,362,100 of such shares of common stock. |
|
(7) |
|
According to a Schedule 13G filed on January 23, 2007
with the Securities and Exchange Commission, by Barclays Global
Investors, Japan Limited has sole voting power with respect to
1,100,925 of such shares of common stock and sole dispositive
power with respect to 1,210,179 of such shares of common stock,
and beneficially owns 1,210,179 of such shares of common stock. |
Holdings
of Directors, Nominees and Executive Officers
The following table shows, as of the Record Date, certain
information with respect to beneficial ownership of our common
stock by (i) each director or nominee, (ii) each of
the executive officers named in the Summary Compensation Table
on page 16 of this proxy statement, and (iii) all of
our directors, nominees and executive officers as a group:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
Directors
|
|
Beneficially
|
|
|
Title of
|
|
Percent of
|
|
Name and Address of Beneficial Owner
|
|
Owned(1)
|
|
|
Class
|
|
Class(2)
|
|
|
Thomas N. Amonett
|
|
|
10,000
|
|
|
Common
|
|
|
*
|
|
Charles F. Bolden
|
|
|
5,300
|
|
|
Common
|
|
|
*
|
|
Peter N. Buckley(3)
|
|
|
1,659,700
|
|
|
Common
|
|
|
[6.62]
|
|
Richard D. Burman
|
|
|
19,666
|
|
|
Common
|
|
|
*
|
|
Stephen J. Cannon
|
|
|
15,000
|
|
|
Common
|
|
|
*
|
|
Jonathan H. Cartwright(3)
|
|
|
1,659,700
|
|
|
Common
|
|
|
[6.62]
|
|
William E. Chiles
|
|
|
[94,999]
|
|
|
Common
|
|
|
*
|
|
Mark B. Duncan
|
|
|
11,832
|
|
|
Common
|
|
|
*
|
|
Perry L. Elders
|
|
|
8,333
|
|
|
Common
|
|
|
*
|
|
Michael A. Flick
|
|
|
11,000
|
|
|
Common
|
|
|
*
|
|
Thomas C. Knudson
|
|
|
20,000
|
|
|
Common
|
|
|
*
|
|
Michael R. Suldo
|
|
|
[19,315]
|
|
|
Common
|
|
|
*
|
|
Ken C. Tamblyn
|
|
|
23,000
|
|
|
Common
|
|
|
*
|
|
Robert W. Waldrup
|
|
|
39,000
|
|
|
Common
|
|
|
*
|
|
All Directors, Nominees and
Executive Officers as a Group (20 persons)(3)
|
|
|
[1,989,576]
|
|
|
Common
|
|
|
[8.4]
|
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Based on information as of the Record Date supplied by
directors, nominees and executive officers. Unless otherwise
indicated, all shares are held by the named individuals with
sole voting and investment power. Stock ownership described in
the table includes for each of the following directors or
executive officers options to purchase within 60 days after
the Record Date the number of shares of common stock indicated
after such directors or executive officers name:
Thomas N. Amonett [10,000] shares; Peter
N. Buckley [32,000] shares; Charles F.
Bolden Jr. [5,000] shares; Richard D.
Burman [19,666] shares; Stephen J.
Cannon [15,000] shares; Jonathan H.
Cartwright [32,000] shares; William E.
Chiles [89,999] shares; Mark B. Duncan
[11,832] shares; Perry L. Elders
[7,333] shares; Michael A. Flick
[10,000] shares; |
27
|
|
|
|
|
Thomas C. Knudson [15,000] shares;
Michael R. Suldo [19,298] shares; Ken C.
Tamblyn [22,000] shares; and Robert W.
Waldrup [24,000] shares. Our directors,
nominees for director and executive officers, as a group, held
options to purchase 333,281 shares of our common stock
which may be acquired within 60 days after the Record Date.
Also includes [295] shares of common stock which
were vested at the Record Date, for the account of executive
officers under the Companys Employee Savings and
Retirement Plan (the 401(k) Plan). Shares held in
the 40l(k) Plan are voted by the trustee. |
|
(2) |
|
Percentages of our common stock outstanding as of the Record
Date. |
|
(3) |
|
Because of the relationship of Messrs. Buckley and
Cartwright to Caledonia, Messrs. Buckley and Cartwright may
be deemed indirect beneficial owners of the
1,659,700 shares of common stock owned by Caledonia (see
Holdings of Principal Stockholders). Pursuant to
Rule 16a-1(a)(3),
both Mr. Buckley and Mr. Cartwright are reporting
indirect beneficial ownership of the entire amount of our
securities owned by Caledonia. Messrs. Buckley and
Cartwright disclaim beneficial ownership of the securities owned
by Caledonia. |
28
IX. DIRECTOR
AND EXECUTIVE OFFICER COMPENSATION
Summary
Compensation Table
The following information relates to compensation paid by the
Company for fiscal 2007 to the Companys Chief Executive
Officer, Chief Financial Officer and each of the other three
most highly compensated executive officers:
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
& Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Deferred
|
|
|
All Other
|
|
|
|
|
Name & Principal
|
|
Fiscal
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Position
|
|
Year
|
|
|
($)(1)(2)
|
|
|
($)
|
|
|
($)(3)
|
|
|
($)(3)
|
|
|
(4)
|
|
|
Earnings ($)(5)
|
|
|
($)(6)
|
|
|
($)
|
|
|
William E. Chiles,
|
|
|
2007
|
|
|
|
475,303
|
|
|
|
-
|
|
|
|
482,709
|
|
|
|
361,380
|
|
|
|
450,328
|
|
|
|
-
|
|
|
|
196,284
|
|
|
|
1,966,004
|
|
President & CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Perry L. Elders,
|
|
|
2007
|
|
|
|
357,583
|
|
|
|
-
|
|
|
|
127,354
|
|
|
|
69,970
|
|
|
|
317,495
|
|
|
|
-
|
|
|
|
82,206
|
|
|
|
954,608
|
|
Executive VP & CFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard D. Burman
|
|
|
2007
|
|
|
|
293,429
|
|
|
|
-
|
|
|
|
62,597
|
|
|
|
122,952
|
|
|
|
123,023
|
|
|
|
-
|
|
|
|
62,811
|
|
|
|
664,812
|
|
Sr. VP,
Eastern Hemisphere(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark B. Duncan,
|
|
|
2007
|
|
|
|
256,150
|
|
|
|
-
|
|
|
|
65,383
|
|
|
|
72,255
|
|
|
|
139,165
|
|
|
|
-
|
|
|
|
73,322
|
|
|
|
606,275
|
|
Sr. VP, Global
Business Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael R. Suldo,
|
|
|
2007
|
|
|
|
260,981
|
|
|
|
-
|
|
|
|
88,693
|
|
|
|
80,308
|
|
|
|
153,969
|
|
|
|
-
|
|
|
|
74,063
|
|
|
|
658,014
|
|
Sr. VP, Western
Hemisphere
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Under the terms of their employment agreements,
Messrs. Chiles, Elders, Burman, Duncan and Suldo are
entitled to the compensation described under Employment
Agreements below. |
|
(2) |
|
Includes employee contributions to our Executive Deferred
Compensation Plan as follows: for Mr. Chiles, 0,
Mr. Elders, $19,102, Mr. Burman, 0, Mr. Duncan,
0, and Mr. Suldo, 0. |
|
(3) |
|
The amounts in this column represent the dollar amount
recognized for financial statement reporting purposes in
accordance with SFAS No. 123(R). Under SEC rules, the
amounts shown exclude the impact of estimated forfeitures with
respect to fiscal year 2007 for stock awards or option awards
granted in fiscal year 2007 and prior fiscal years related to
service-based vesting conditions. For additional information,
see note 8 to our consolidated financial statements in our
annual report on
Form 10-K
for the fiscal year ended March 31, 2007. These amounts
reflect our accounting expense and do not correspond to the
actual value that will be recognized by the executive. |
|
(4) |
|
Annual performance award approved in May 2007 for fiscal year
2007 under the Bristow Group Inc. Fiscal Year 2007 Annual
Incentive Compensation Plan. Includes $12,700 contributed by
Mr. Elders to our Executive Deferred Compensation Plan. |
|
(5) |
|
Our named executives did not receive any above-market or
preferential earnings on nonqualified deferred compensation
during fiscal year 2007. |
|
(6) |
|
Includes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Chiles
|
|
|
Mr. Elders
|
|
|
Mr. Burman
|
|
|
Mr. Duncan
|
|
|
Mr. Suldo
|
|
|
Company 401K contribution
|
|
|
14,525
|
|
|
|
11,694
|
|
|
|
-
|
|
|
|
13,985
|
|
|
|
6,600
|
|
Company Defined Contribution Plan
contribution
|
|
|
-
|
|
|
|
-
|
|
|
|
36,679
|
|
|
|
-
|
|
|
|
-
|
|
Car allowance
|
|
|
13,500
|
|
|
|
13,500
|
|
|
|
19,606
|
|
|
|
13,500
|
|
|
|
13,500
|
|
Club dues reimbursement
|
|
|
4,562
|
|
|
|
210
|
|
|
|
-
|
|
|
|
646
|
|
|
|
1,348
|
|
Company Paid Life and Disability
Insurance
|
|
|
14,964
|
|
|
|
5,446
|
|
|
|
4,083
|
|
|
|
5,213
|
|
|
|
8,459
|
|
Company Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Plan Contribution
|
|
|
148,733
|
|
|
|
51,356
|
|
|
|
-
|
|
|
|
39,978
|
|
|
|
44,156
|
|
Company Paid Private Health Coverage
|
|
|
|
|
|
|
|
|
|
|
2,443
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) |
|
Mr. Burman is paid in pounds sterling. Cash payment amounts
shown are converted to US dollars at the rate in effect on
March 31, 2007 ($1.963/£). |
29
Employment
Agreements
On June 6, 2006 the Company entered into an amended and
restated employment agreement with William E. Chiles, the
Companys President and Chief Executive Officer. As amended
and restated, Mr. Chiles employment agreement has a
term of three years beginning on June 21, 2004 (the date of
his original employment agreement), and, upon each anniversary,
this term will be automatically extended by successive one year
periods unless either party thereto gives appropriate notice of
nonrenewal. Under the agreement, Mr. Chiles serves as
President and Chief Executive Officer of the Company and reports
to the Board of Directors. Effective April 1, 2007,
Mr. Chiles annual base salary is $615,000, and he
will be eligible for an annual cash bonus, if he and the Company
meet certain performance targets, of up to 200% of his base
salary. The Company will also credit an annual amount equal to
20% of Mr. Chiles annual salary and bonus to
Mr. Chiles pursuant to the Deferred Compensation Plan. The
Company will provide Mr. Chiles a ten-year term life
insurance policy in the amount of $3 million payable to his
designated beneficiaries. In addition, during calendar year 2006
Mr. Chiles received a car allowance of $1,500 per
month and reimbursement of certain club dues. These items were
eliminated from the employment agreement beginning
January 1, 2007 and replaced with an equal amount of base
salary. If Mr. Chiles employment is terminated by the
Company without Cause or by him for Good Reason (as those terms
are defined in Mr. Chiles employment agreement) or
under certain other circumstances specified in the agreement, he
will be entitled to a lump sum cash payment calculated pursuant
to a formula set forth in the agreement, along with other
benefits. The lump sum payment is equal to (i) if the
termination occurs within two years of a Change of Control, as
defined, three times the sum of Mr. Chiles Annual
Base Salary, as defined, and Highest Annual Bonus, as defined
and (ii) if the termination occurs at any other time, two
times the sum of Mr. Chiles Annual Base Salary and
Target Annual Bonus, as defined. The agreement also contains
confidentiality, non-competition, non-employee solicitation,
change-of-control
and other provisions.
Mr. Elders and the Company entered into an Employment
Agreement, effective as of February 16, 2006. The agreement
has an initial term of two years, and, beginning on
February 16, 2008, this term will be automatically extended
by successive one-year periods unless either party gives
appropriate notice. Under the agreement, Mr. Elders serves
as Executive Vice President and Chief Financial Officer of the
Company and reports to the President and Chief Executive Officer
of the Company. Effective April 1, 2007 Mr. Elders
base salary is $430,000, and he will be eligible for a cash
bonus, if he and the Company meet certain performance targets,
of up to 150% of his base salary. The Company will also credit
an annual amount equal to 15% of Mr. Elders annual
salary and bonus to Mr. Elders pursuant to the
Companys Deferred Compensation Plan. Upon signing the
agreement, Mr. Elders received options to purchase
10,000 shares of the Companys common stock and 10,000
Performance Accelerated Restricted Stock Units. The Company will
provide Mr. Elders with a term life insurance policy in the
amount of $500,000 payable to his designated beneficiaries. In
addition, during calendar year 2006 Mr. Elders received a
car allowance of $1,500 per month and reimbursement of
certain club dues. These items were eliminated from the
employment agreement beginning January 1, 2007 and replaced
with an equal amount of base salary. If Mr. Elders
employment is terminated by the Company without Cause or by him
for Good Reason (as those terms are defined in
Mr. Elders employment agreement) or under certain
other circumstances specified in Mr. Elders
employment agreement, he will be entitled to a lump sum cash
payment calculated pursuant to a formula set forth therein,
along with other benefits. The lump sum payment is equal to
(i) if the termination occurs within two years of a Change
of Control, as defined, three times the sum of
Mr. Elders Annual Base Salary, as defined, and
Highest Annual Bonus, as defined and (ii) if the
termination occurs at any other time, two times the sum of
Mr. Elders Annual Base Salary and Target Annual
Bonus, as defined. The agreement also contains change of
control, confidentiality, non-competition, employee
non-solicitation and other provisions.
Mr. Burman and an affiliate of the Company entered into an
Employment Agreement, effective as of October 15, 2004. The
agreement continues unless terminated by either party upon
twelve months notice. The agreement also terminates when
Mr. Burman attains age 60. Mr. Burman currently
serves as Senior Vice President of the Company and Managing
Director of Bristow Aviation Holdings Limited. The Company pays
Mr. Burman a base salary of £166,795, and he is
eligible for a cash bonus, if he and the Company meet certain
performance targets, of up to 100% of his base salary. The
Company will also credit an annual amount equal to 12.5% of
Mr. Burmans annual salary to Mr. Burmans
retirement account pursuant to the Bristow Helicopters Group
Ltd. Defined Contribution Retirement Plan. In fiscal year 2007,
Mr. Burman also receives a car allowance of
£908 per month and
30
reimbursement of expenses related to membership in a local golf
club. These items were eliminated from the employment agreement
beginning March 1, 2007 and replaced with an equal amount
of base salary.
On June 6, 2006 the Company entered into an amended and
restated employment agreement with Mark B. Duncan, the
Companys Senior Vice President, Global Business
Development. As amended and restated, Mr. Duncans
employment agreement has an initial term of two years beginning
on January 24, 2005 (the date of his original employment
agreement), and, beginning on January 24, 2007, this term
is automatically extended by successive one-year periods unless
either party gives appropriate notice of nonrenewal. Under the
agreement, Mr. Duncan serves as Senior Vice President,
Global Business Development of the Company and reports to the
President and Chief Executive Officer of the Company. Effective
April 1, 2006, Mr. Duncans annual base salary is
$310,000, and he will be eligible for an annual cash bonus, if
he and the Company meet certain performance targets, of up to
100% of his base salary. The Company will also credit an annual
amount equal to 15% of Mr. Duncans annual salary and
bonus to Mr. Duncan pursuant to the Companys Deferred
Compensation Plan. The Company will provide Mr. Duncan with
a term life insurance policy in the amount of $500,000 payable
to his designated beneficiaries. In addition, during 2006
Mr. Duncan received a car allowance of $1,500 per
month and reimbursement of certain club dues. These items were
eliminated from the employment agreement beginning
January 1, 2007 and replaced with an equal amount of base
salary. If Mr. Duncans employment is terminated by
the Company without Cause or by him for Good Reason (as those
terms are defined in the agreement) or under certain other
circumstances specified in the agreement, he will be entitled to
a lump sum cash payment calculated pursuant to a formula set
forth in the agreement, along with other benefits. The lump sum
payment is equal to (i) if the termination occurs within
two years of a Change of Control, as defined, two and one half
times the sum of Mr. Duncans Annual Base Salary, as
defined, and Highest Annual Bonus, as defined and (ii) if
the termination occurs at any other time, one and one half times
the sum of Mr. Duncans Annual Base Salary and Target
Annual Bonus, as defined. The agreement also contains
confidentiality, non-competition, employee non-solicitation,
change-of-control
and other provisions.
Mr. Suldo and the Company entered into an Employment
Agreement, effective as of June 1, 2005. The agreement
initially has a term of two years, and, beginning May 31,
2007, this term is automatically extended by successive one-year
periods unless either party gives appropriate notice. Under the
agreement, Mr. Suldo serves as Senior Vice President of the
Company and reports to the President and Chief Executive Officer
of the Company. Effective April 1, 2007,
Mr. Suldos annual base salary is $310,000, and he
will be eligible for an annual cash bonus, if he and the Company
meet certain performance targets, of up to 100% of his base
salary. The Company will also credit an annual amount equal to
15% of Mr. Suldos annual salary and bonus to
Mr. Suldo pursuant to the Deferred Compensation Plan. Upon
signing the agreement, Mr. Suldo received options to
purchase 3,700 shares of our common stock with an exercise
price equal to the common stocks closing price on the date
of the grant. In addition, he received 3,700 Performance
Accelerated Restricted Stock Units, the material terms of which
are described in the form of Restricted Stock Unit Award
Agreement filed previously. The Company will provide
Mr. Suldo a term life insurance policy in the amount of
$500,000 payable to his designated beneficiaries. In addition,
during calendar year 2006 Mr. Suldo received a car
allowance of $1,500 per month and reimbursement of certain
club dues. These items were eliminated from the employment
agreement beginning January 1, 2007 and replaced with an
equal amount of base salary. If Mr. Suldos employment
is terminated by the Company without Cause or by him for Good
Reason (as those terms are defined in Mr. Suldos
employment agreement) or under certain other circumstances
specified in the agreement, he will be entitled to a lump sum
cash payment calculated pursuant to a formula set forth therein,
along with other benefits. The lump sum payment is equal to
(i) if the termination occurs within two years of a Change
of Control, as defined, three times the sum of
Mr. Suldos Annual Base Salary, as defined, and
Highest Annual Bonus, as defined and (ii) if the
termination occurs at any other time, two times the sum of
Mr. Suldos Annual Base Salary and Target Annual
Bonus, as defined. Mr. Suldos Employment Agreement
also contains change of control, confidentiality,
non-competition, employee non-solicitation and other provisions.
On March 8, 2006, Mr. Suldos employment
agreement was amended to revise the definition of Good
Reason.
31
Grants of
Plan-Based Awards
The following table sets forth information concerning grants of
awards to each of our named executive officers under our 2004
Stock Incentive Plan during fiscal 2007:
Grants of
Plan-Based Awards Fiscal Year 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
Exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Number of
|
|
|
or Base
|
|
|
Grant Date
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
Estimated Future Payouts Under
|
|
|
of Shares
|
|
|
Securities
|
|
|
Price of
|
|
|
Fair Value
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards
|
|
|
Equity Incentive Plan Awards
|
|
|
of Stock
|
|
|
Underlying
|
|
|
Option
|
|
|
of Stock
|
|
|
|
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
or Units
|
|
|
Options
|
|
|
Awards
|
|
|
and Option
|
|
Name
|
|
Grant Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
Awards ($)(1)
|
|
|
Mr. Chiles
|
|
|
June 14, 2006
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,500
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
-
|
|
|
|
25,000
|
|
|
|
35.06
|
|
|
|
1,179,547
|
|
Mr. Elders
|
|
|
June 14, 2006
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,200
|
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
-
|
|
|
|
12,000
|
|
|
|
35.06
|
|
|
|
566,182
|
|
Mr. Burman
|
|
|
June 14, 2006
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
600
|
|
|
|
6,000
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
6,000
|
|
|
|
35.06
|
|
|
|
283,091
|
|
Mr. Duncan
|
|
|
June 14, 2006
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
650
|
|
|
|
6,500
|
|
|
|
6,500
|
|
|
|
-
|
|
|
|
6,500
|
|
|
|
35.06
|
|
|
|
306,682
|
|
Mr. Suldo
|
|
|
June 14, 2006
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
650
|
|
|
|
6,500
|
|
|
|
6,500
|
|
|
|
-
|
|
|
|
6,500
|
|
|
|
35.06
|
|
|
|
306,682
|
|
|
|
|
(1) |
|
These amounts represent the full fair value of stock options and
Performance Restricted Stock Units granted to each executive
during fiscal 2007 as calculated under
SFAS No. 123(R). For the relevant assumptions used to
determine the valuation of our awards, see note 8 to our
consolidated financial statements in our annual report on
Form 10-K
for the fiscal year ended March 31, 2007. |
Options to purchase shares of our common stock and Performance
Restricted Stock Units were granted under our 2004 Stock
Incentive Plan by our Compensation Committee to certain of our
employees, including our named executive officers, on
June 14, 2006 (the Grant Date). The options
have an exercise price of $35.06, vest in one-third increments
on each of June 14, 2007, 2008, and 2009, and expire on
June 14, 2016. The Performance Restricted Stock units give
the holder the right to receive up to one share of common stock
per unit subject to the attainment of certain performance goals,
starting on the third anniversary of the grant date. To receive
one share for each unit granted: (i) on the third
anniversary of the Grant Date the Companys Cumulative
Annual Shareholder Return must have met or exceeded 15%;
(ii) on the fourth anniversary of the Grant Date the
Companys Cumulative Annual Shareholder return must have
met or exceeded 15%; or (iii) on the fifth anniversary of
the Grant Date the Companys Cumulative Annual Shareholder
return must have met or exceeded 3%. Prorated amounts are
awarded in the third and fourth years if the Companys
Cumulative Annual Shareholder Return Exceeds 10%. If none of
these performance measures have been achieved by the fifth
anniversary date, the units expire and no stock is received by
the participant. Total Shareholder Return for any
period equals (1) 100% multiplied by (2) a fraction,
(i) the numerator of which is (x) the Market Value (as
defined below) as of the last day of such period of the number
of shares of Stock which had a Market Value of $100 as of the
first day of such period, assuming the reinvestment of any
dividends paid with respect to such shares during such period on
a pre-tax basis in additional shares and taking into account any
stock splits, reclassifications or any similar events minus
(y) $100, and (ii) the denominator of which is 100.
For purposes of this paragraph, the Market Value of a share of
Stock on the first and last day of any such period is equal to
the average of the 20 closing prices of such a share for the 20
consecutive trading days concluding on such day (or, if such day
is not a trading day, concluding on the final trading day
immediately preceding such day).
32
Outstanding
Equity Awards at Fiscal Year-End
The following table sets forth information concerning
unexercised stock options and unvested restricted stock of each
of our named executive officers as of March 31, 2007:
Outstanding
Equity Awards at Fiscal Year-End 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
|
Number of
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
Plan Awards:
|
|
|
|
Securities
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Market Value
|
|
|
Plan Awards:
|
|
|
Market or Payout
|
|
|
|
Underlying
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
of Shares or
|
|
|
Number of Unearned
|
|
|
Value of Unearned
|
|
|
|
Unexercised
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Option
|
|
|
|
|
|
Units of Stock
|
|
|
Units of Stock
|
|
|
Shares, Units or
|
|
|
Shares, Units or
|
|
|
|
Options (#)
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Exercise
|
|
|
Option
|
|
|
That Have
|
|
|
That Have
|
|
|
Other Rights That
|
|
|
Other Rights That
|
|
|
|
Exercisable
|
|
|
Options (#)
|
|
|
Unearned
|
|
|
Price
|
|
|
Expiration
|
|
|
Not Vested
|
|
|
Not Vested
|
|
|
Have Not Vested
|
|
|
Have Not Vested
|
|
Name
|
|
(1)
|
|
|
Unexercisable
|
|
|
Options (#)
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
(#)(2)
|
|
|
($)(3)
|
|
|
Mr. Chiles
|
|
|
50,000
|
|
|
|
25,000
|
|
|
|
|
|
|
|
27.21
|
|
|
|
6/21/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,666
|
|
|
|
13,334
|
|
|
|
|
|
|
|
29.17
|
|
|
|
12/29/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
25,000
|
|
|
|
-
|
|
|
|
35.06
|
|
|
|
6/14/16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
70,000
|
|
|
|
2,551,500
|
|
Mr. Elders
|
|
|
3,333
|
|
|
|
6,667
|
|
|
|
|
|
|
|
30.25
|
|
|
|
2/16/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
12,000
|
|
|
|
-
|
|
|
|
35.06
|
|
|
|
6/14/16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
22,000
|
|
|
|
801,900
|
|
Mr. Burman
|
|
|
16,000
|
|
|
|
8,000
|
|
|
|
|
|
|
|
36.61
|
|
|
|
11/1/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,666
|
|
|
|
3,334
|
|
|
|
|
|
|
|
29.17
|
|
|
|
12/29/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
35.06
|
|
|
|
6/14/16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,000
|
|
|
|
400,950
|
|
Mr. Duncan
|
|
|
8,000
|
|
|
|
4,000
|
|
|
|
|
|
|
|
29.82
|
|
|
|
1/24/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,666
|
|
|
|
3,334
|
|
|
|
|
|
|
|
29.17
|
|
|
|
12/29/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
6,500
|
|
|
|
-
|
|
|
|
35.06
|
|
|
|
6/14/16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,500
|
|
|
|
419,175
|
|
Mr. Suldo
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
18.00
|
|
|
|
9/23/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,666
|
|
|
|
3,334
|
|
|
|
|
|
|
|
22.81
|
|
|
|
6/3/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,233
|
|
|
|
2,467
|
|
|
|
|
|
|
|
31.50
|
|
|
|
6/1/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,666
|
|
|
|
3,334
|
|
|
|
|
|
|
|
29.17
|
|
|
|
12/29/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
6,500
|
|
|
|
-
|
|
|
|
35.06
|
|
|
|
6/14/16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15,200
|
|
|
|
554,040
|
|
|
|
|
(1) |
|
Options become exercisable in three equal annual installments
after the date of grant. |
|
(2) |
|
Performance Restricted Stock Units that vest on the third,
fourth or fifth anniversary of the date of granted provided
total shareholder return as defined in the awards over the
performance period attains certain predesignated levels. |
|
(3) |
|
This column represents the closing price of our common stock on
March 30, 2007 of $36.45 multiplied by the number of shares
of restricted stock. |
Option
Exercises and Stock Vested
The following table sets forth information concerning exercises
of stock options and vesting of restricted stock of each of our
named executive officers during fiscal 2007:
Option
Exercises and Stock Vested 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
Name
|
|
Acquired on Exercise (#)
|
|
|
on Exercise ($)
|
|
|
Acquired on Vesting (#)
|
|
|
on Vesting ($)
|
|
|
Mr. Chiles
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Elders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Burman
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Duncan
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Suldo
|
|
|
10,000
|
|
|
|
154,100
|
|
|
|
-
|
|
|
|
-
|
|
33
Nonqualified
Deferred Compensation Plans
Nonqualified
Deferred Compensation Fiscal Year 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Earnings in
|
|
|
Withdrawals/
|
|
|
Balance at
|
|
Name
|
|
Last FY ($)(1)
|
|
|
Last FY ($)(2)
|
|
|
Last FY ($)
|
|
|
Distributions ($)
|
|
|
Last FY ($)
|
|
|
Mr. Chiles
|
|
|
-
|
|
|
|
148,733
|
|
|
|
9,155
|
|
|
|
-
|
|
|
|
335,431
|
|
Mr. Elders
|
|
|
19,102
|
|
|
|
51,356
|
|
|
|
36
|
|
|
|
-
|
|
|
|
70,494
|
|
Mr. Burman
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Mr. Duncan
|
|
|
-
|
|
|
|
39,978
|
|
|
|
3,108
|
|
|
|
-
|
|
|
|
75,831
|
|
Mr. Suldo
|
|
|
-
|
|
|
|
44,156
|
|
|
|
7,888
|
|
|
|
-
|
|
|
|
106,027
|
|
|
|
|
(1) |
|
Executive contributions in last fiscal year are included in such
executives salary and bonus amounts, as applicable, as
reported in the Summary Compensation Table. |
|
(2) |
|
Registrant contributions in last fiscal year are included in all
other compensation in the Summary Compensation Table. |
Under the terms of the Companys non-qualified deferred
compensation plan for senior executives (the Deferred
Compensation Plan), participants can elect to defer a
portion of their compensation for distribution at a later date.
Additionally, the Company contributes an amount to the Deferred
Compensation Plan account of participants equal to the
difference between the percentage matching contribution made by
the Company to the applicable participants 401(k) Plan
Account and in the case of each of our named executive officers
up to 15% of annual base salary. Deferred Compensation Plan
holdings are invested in the same funds available under the
Companys 401(k) Plan in accordance with the elections of
the plan participant. Participants vest in Company contributions
to the Deferred Compensation Plan over a five year term.
Distributions upon retirement or termination of employment are
made pursuant to the participants election subject to any
applicable limitations of the Internal Revenue Code. We have
general contractual obligations to pay the deferred compensation
upon the participants termination of employment for any
reason, including but not limited to death, disability or
retirement.
Potential
Payments upon Termination or
Change-in-Control
Each of our named executive officers is party to an employment
agreement as described above. Pursuant to these agreements,
Messrs. Chiles, Elders, Duncan and Suldo are entitled to
certain severance benefits. If such officers employment is
terminated by the Company without cause or by the employee for
good reason (as defined in the agreement), he would be entitled
to a lump sum severance payment equal to a multiple of the sum
of his base salary plus his current annual incentive target
bonus for the full year in which the termination of employment
occurred. For Messrs. Chiles, Elders and Suldo, the
multiple is two, and for Mr. Duncan, the multiple is 1.50
but his contract also provides for six months notice of
termination. The definition of Cause includes, among
other things, conviction of the officer of a crime involving
moral turpitude or a felony, commission by the officer of fraud
upon, or misappropriation of funds of, the Company, knowing
engagement by the officer in any activity in direct competition
with the Company, and a material breach by the officer of
covenants related to confidentiality, non-competition and
non-solicitation. The definition of Good Reason
includes, among other things, a reduction in the officers
base salary or bonus opportunity, a relocation of more than
fifty miles of the officers principal office, a material
failure of the Company to comply with any material provision of
such employment agreement. Prior to terminating his employment
for Good Reason, the officer must comply with the notice
provisions of his employment agreement.
34
The following amounts would be payable if the listed
officers employment is terminated by the Company without
cause or by the employee for good reason (as defined in the
agreement).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Extended
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Target Bonus
|
|
|
Vesting of
|
|
|
Health and other
|
|
|
Tax
|
|
|
|
|
|
|
Multiple (1)
|
|
|
Multiple (2)
|
|
|
Equity Awards (3)
|
|
|
Benefits (4)
|
|
|
Gross Up
|
|
|
Total
|
|
|
Mr. Chiles
|
|
|
1,230,000
|
|
|
|
1,230,000
|
|
|
|
3,424,850
|
|
|
|
73,297
|
|
|
|
-
|
|
|
|
5,958,147
|
|
Mr. Elders
|
|
|
860,000
|
|
|
|
645,000
|
|
|
|
880,580
|
|
|
|
22,042
|
|
|
|
-
|
|
|
|
2,407,622
|
|
Mr. Burman(5)
|
|
|
-
|
|
|
|
-
|
|
|
|
445,690
|
|
|
|
-
|
|
|
|
-
|
|
|
|
445,690
|
|
Mr. Duncan(6)
|
|
|
465,000
|
|
|
|
232,500
|
|
|
|
535,135
|
|
|
|
22,042
|
|
|
|
-
|
|
|
|
1,254,677
|
|
Mr. Suldo
|
|
|
620,000
|
|
|
|
310,000
|
|
|
|
809,540
|
|
|
|
22,042
|
|
|
|
-
|
|
|
|
1,761,582
|
|
|
|
|
(1) |
|
Assumes the salary in effect on April 1, 2007. |
|
(2) |
|
Assumes target bonus percentage in effect on April 1, 2007. |
|
(3) |
|
Assumes that the triggering event took place on March 30,
2007, the last business day of fiscal year 2007, and the price
per share of $36.45, the closing market price of our common
stock as of that date. |
|
(4) |
|
Varies according to individual choice of medical plan.
Accordingly, the amount shown assumes an employee choice which
would result in the largest amount the Company would be
responsible for. The amount for Mr. Chiles includes $50,000
for outplacement services. |
|
(5) |
|
Mr. Burmans employment contract does not contain
special severance provisions. Termination of his employment
contract requires one year prior notice. |
|
(6) |
|
Mr. Duncan is also entitled to six months prior notice of
termination. |
Additionally, if any of the officers employment is
terminated by the Company without Cause, by the officer for Good
Reason or for Retirement, within the six months preceding or the
twelve months following a Change in Control of our Company, he
would be entitled to a lump sum severance payment equal to a
multiple of the sum of his base salary plus the higher of
(i) his current annual incentive target bonus for the full
year in which the termination of employment occurred or
(ii) the highest annual incentive bonus received by him for
any of the last three fiscal years. For Mr. Chiles, Elders
and Suldo, the multiple is three and for Mr. Duncan, the
multiple is 2.50 but his contract also provides for six months
notice of termination. In addition to the above, any outstanding
stock options or PRSUs would vest upon the effective date
of a change of control and the Company will provide such
employee with health care benefits for three years. The
definition of Change in Control includes, subject to
certain exceptions, (i) acquisition by any individual,
entity or group of beneficial ownership of 35% or more of either
the then outstanding shares of common stock of the Company or
the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors, (ii) a change in at least a majority
of the Companys Board of Directors (iii) approval by
the shareholders of the Company of a merger, unless immediately
following such merger, substantially all of the holders of the
Companys securities immediately prior to merger
beneficially own more than 50.1% of the common stock of the
corporation resulting from such merger, and (iii) the sale
or other disposition of all or substantially all of the assets
of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting
|
|
|
Extended
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Highest Annual
|
|
|
of Equity
|
|
|
Health
|
|
|
Tax
|
|
|
|
|
|
|
Multiple
|
|
|
Bonus Multiple
|
|
|
Awards (1)
|
|
|
Benefits (2)
|
|
|
Gross Up
|
|
|
Total
|
|
|
Mr. Chiles
|
|
|
1,845,000
|
|
|
|
1,350,984
|
|
|
|
3,424,850
|
|
|
|
73,297
|
|
|
|
2,010,538
|
|
|
|
8,704,669
|
|
Mr. Elders
|
|
|
1,290,000
|
|
|
|
952,485
|
|
|
|
880,580
|
|
|
|
22,042
|
|
|
|
-
|
|
|
|
3,145,107
|
|
Mr. Burman(3)
|
|
|
-
|
|
|
|
-
|
|
|
|
445,690
|
|
|
|
-
|
|
|
|
-
|
|
|
|
445,690
|
|
Mr. Duncan
|
|
|
775,000
|
|
|
|
347,913
|
|
|
|
535,135
|
|
|
|
22,042
|
|
|
|
-
|
|
|
|
1,680,090
|
|
Mr. Suldo
|
|
|
930,000
|
|
|
|
461,907
|
|
|
|
809,540
|
|
|
|
22,042
|
|
|
|
-
|
|
|
|
2,223,489
|
|
|
|
|
(1) |
|
Assumes that the triggering event took place on March 30,
2007, the last business day of fiscal year 2007, and the price
per share of $36.45, the closing market price of our common
stock as of that date. |
35
|
|
|
(2) |
|
Varies according to individual choice of medical plan.
Accordingly, the amount shown assumes an employee choice which
would result in the largest amount the Company would be
responsible for. The amount for Mr. Chiles includes $50,000
for outplacement services. |
|
(3) |
|
Mr. Burmans employment contract does not have change
of control provisions. Termination of his employment contract
requires one year prior notice. |
|
(4) |
|
Mr. Duncan is also entitled to six months prior notice of
termination. |
Any benefits payable pursuant to the above triggering events are
payable in a cash lump sum not later than six months following
the termination date.
The employment agreements of the named executive officers also
contain certain non-competition and non-solicitation provisions.
For additional information regarding these employment
agreements, see Executive Compensation
MattersEmployment Agreements.
Director
Compensation
The following table sets forth information concerning the
compensation of each of our directors other than
Mr. Chiles, who is a named executive officer, for fiscal
2007:
Director
Compensation - 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
or Paid
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Deferred
|
|
|
All Other
|
|
|
|
|
|
|
in Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)
|
|
|
Earnings
|
|
|
($)
|
|
|
($)
|
|
|
Thomas N. Amonett
|
|
|
65,850
|
|
|
|
-
|
|
|
|
91,480
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
157,330
|
|
Charles F. Bolden, Jr.
|
|
|
41,250
|
|
|
|
-
|
|
|
|
58,397
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
99,647
|
|
Peter N. Buckley
|
|
|
44,850
|
|
|
|
-
|
|
|
|
91,480
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
136,330
|
|
Stephen J. Cannon
|
|
|
54,750
|
|
|
|
-
|
|
|
|
91,480
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
146,230
|
|
Jonathan H. Cartwright
|
|
|
46,500
|
|
|
|
-
|
|
|
|
91,480
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
137,980
|
|
Michael A. Flick
|
|
|
65,850
|
|
|
|
-
|
|
|
|
91,480
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
157,330
|
|
Thomas C. Knudson
|
|
|
138,000
|
|
|
|
-
|
|
|
|
91,480
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
229,480
|
|
Kenneth Jones
|
|
|
48,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48,000
|
|
Dr. Pierre Jungels
|
|
|
17,625
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
17,625
|
|
Ken C. Tamblyn
|
|
|
88,450
|
|
|
|
-
|
|
|
|
91,480
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
179,930
|
|
Robert W. Waldrup
|
|
|
65,800
|
|
|
|
-
|
|
|
|
91,480
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
157,280
|
|
|
|
|
(1) |
|
The amounts in this column represent the dollar amount
recognized for financial statement reporting purposes with
respect to fiscal 2007 for stock options granted in fiscal 2007
and prior fiscal years, in accordance with
SFAS No. 123(R), which also equals the grant date fair
value computed in accordance with SFAS No. 123(R).
Under SEC rules, the amounts shown exclude the impact of
estimated forfeitures related to service-based vesting
conditions. For additional information, see note 8 to our
consolidated financial statements in our annual report on
Form 10-K
for the fiscal year ended March 31, 2007. |
The Compensation Committee determines the annual retainer,
meeting fees, stock options and other benefits for members of
the Board of Directors. The Compensation Committees
objective with respect to director compensation is to provide
compensation incentives that attract and retain individuals of
outstanding ability. Directors who are Company employees do not
receive a retainer or fees for service on the board or any
Committees. The Company pays non-employee members of the board
for their service as directors. Directors who are not employees
receive, as of the Record Date.
36
|
|
|
Annual Chairman of the Board fee:
|
|
$144,000
|
Annual director fee:
|
|
$33,000
|
Committee Chairmen attendance fees
(per meeting:
|
|
|
Audit Committee
|
|
$5,500
|
Compensation Committee
|
|
$2,750
|
Nominating and Corporate
Governance Committee
|
|
$2,750
|
Meeting attendance fees (per
meeting) all other:
|
|
$1,650
|
Equity-based compensation:
|
|
At each Annual Meeting of
Stockholders of the Company, each non-employee director is
granted options to purchase 5,000 shares at the closing
price on the date of grant. These options vest six months after
the date of grant and have a term of ten years.
|
Directors are also reimbursed for reasonable
out-of-pocket
expenses incurred in attending meetings of the board or
Committees and for other reasonable expenses related to the
performance of their duties as directors.
37
X. COMPENSATION
DISCUSSION AND ANALYSIS
Compensation
Philosophy
The overall mission of Bristow Group Inc. is to enhance
long-term stockholder value by being the best oilfield services
company providing aviation transportation, production management
and related services. Specifically the Company strives to have:
|
|
|
|
|
the highest level of customer satisfaction,
|
|
|
|
the highest emphasis on safety,
|
|
|
|
profitable operations, and
|
|
|
|
growth within defined markets.
|
The compensation program for executives is designed to support
and reinforce the mission of the Company and lead to the
consistent enhancement of stockholder value.
The program targets total compensation that is consistent with
the market median when individual and organizational performance
objectives are achieved and provides the opportunity to earn
above average compensation when performance exceeds
expectations. To achieve this objective, the program has a
significant at-risk component in the form of
variable annual and long-term incentives. The program also seeks
to balance fixed (salary and benefits) and
variable (annual and long-term incentives)
compensation.
Variable incentives, both annual and longer-term, are important
components of the program and are used to align actual pay
levels with performance results. Long-term incentives are
designed to create a strong emphasis on enhancing total
stockholder value over the longer-term and align the interests
of management with those of stockholders through share
ownership. Annual incentives reward participants based on
corporate, business unit and individual results. When annual and
long-term results are above average, total compensation will be
above average.
The Compensation Committee generally attempts to provide the
Companys executives, including Mr. Chiles, with a
total compensation package that is competitive and reflective of
the performance achieved by the Company compared to other
companies, and is typically weighted toward long-term incentives.
The Company engaged Stone Partners for fiscal year 2007 to
perform executive compensation surveys. The Compensation
Committee reviewed information drawn by Stone Partners from
national surveys including Watson Wyatt Worldwide and Pearl
Meyer Partners. In addition, the Compensation Committee reviewed
the results from Stone Partners annual Oilfield
Manufacturing and Services Executive Compensation Survey.
Compensation norms were adjusted for comparability of revenue
size to the Company. The Compensation Committee used these
surveys and the recommendations of Stone Partners in
establishing fiscal year 2007 executive total compensation.
Total cash compensation levels were found near the market
median, and increased generally to move the targeted total
compensation value of executives closer to the median where
applicable and in accordance with anticipated normal industry
increases. While the targeted value of an executives
compensation package may be competitive, its actual value may
exceed or fall below market average levels depending on
performance.
Administration
of Executive Compensation Program
Our executive compensation program is administered by the
Compensation Committee of our board of directors. The Committee
has established an annual process for reviewing and establishing
executive compensation levels. Typically, annual base salaries
are reviewed and adjusted effective April 1 of each year.
The annual incentive plan performance goals are approved in May
of each year. Determination of achievement of these goals,
approval of bonuses under the annual incentive compensation for
the prior year and granting of Long Term Incentive Equity Awards
takes place immediately after the Company files its year end
financial statements, with the effective date of equity awards
being no sooner than two days after results are filed.
Stone Partners is also engaged from time to time to provide
recommendations on other aspects of executive compensation as
directed by the Compensation Committee. The Committee does not
adopt all of Stone Partners recommendations, but utilizes
their work as a check in arriving at its own judgment with
respect to what it
38
deems to be appropriate. Stone Partners has direct access to
Committee members and participates in Committee meetings, as
requested by the Committee Chairman. Stone Partners also
provides compensation advice to management with the knowledge
and consent of the Committee.
William E. Chiles, our President and Chief Executive Officer,
Perry L. Elders, our Executive Vice President and Chief
Financial Officer, Randall A. Stafford, our General Counsel, and
William H., Hopkins, our Vice President Human
Resources, Quality and Safety, support the Compensation
Committee in performing its role with respect to administering
our compensation program. The Compensation Committee conducts
performance evaluations of Mr. Chiles, and Mr. Chiles
conducts performance evaluations of our other executive officers
and makes recommendations to the Compensation Committee
regarding all aspects of their compensation. Mr. Chiles,
with input from the entire senior management team and Stone
Partners, makes recommendations to the Committee as to
performance measures and levels to be used for annual incentive
compensation. Messrs. Elders, Stafford and Hopkins act
pursuant to delegated authority to fulfill various
administrative functions of the Compensation Committee, such as
coordinating the hiring process with respect to executives,
providing legal and market updates to the Compensation
Committee, and overseeing the documentation of equity plans and
awards as approved by the Compensation Committee. No executive
has the authority to establish or modify executive officer
compensation.
Compensation
Components
The compensation of our executives is separated into four basic
components: base salary, annual incentive compensation, long
term incentives and deferred compensation. The base salary for
our named executive officers can represent 100% of compensation
in any given year when incentives do not pay out or long-term
awards do not vest. However, the general mix of compensation for
target-level performances in the annual incentive plans, plus
the net annualized present value of long-term compensation
grants in fiscal year 2007 was as follows for our CEO and our
other named executive officers. The Compensation Committee
considered the following general percentage mix in establishing
the total compensation for the Companys executives at
fiscal year 2007 target performance. It is important to note
that the influences of the timing of awards, availability of
stock, company financial performance and stock price performance
could significantly change the basic mix of compensation
components as a percentage of total compensation.
|
|
|
For the CEO:
|
|
Base pay = 25%
Bonus compensation at target = 18%
Long-term compensation annualized = 49%
Deferred compensation = 8%
|
For the other named executives:
|
|
Base pay = 29% to 37%
Bonus compensation at target = 19% to 22%
Long-term compensation annualized = 37% to 43%
Deferred compensation = 6% to 7%
|
For the purpose of measuring total compensation, the
Compensation Committee values stock options using the
Black-Scholes method. Performance restricted stock units are
valued at the full value of an equivalent amount of the
Companys common stock on the date of grant.
Base
Salary
The base salary program targets the median of our compensation
peer group. The performance of each executive and most employees
is reviewed annually near the end of the Companys fiscal
year. Salary adjustments are typically effective at the
beginning of the fiscal year and are based on the
individuals experience and background, the general
movement of salaries in the marketplace, the Companys
financial position and a qualitative assessment of the
individuals performance by his or her immediate supervisor
or in the case of Mr. Chiles, the Compensation Committee.
In addition to its assessment of Mr. Chiles
performance, the Compensation Committee reviews the evaluations
for each of the Companys other executive officers. Due to
these factors, an executives base salary may be above or
below the market median at any point in time. The Compensation
Committee has approved internal pay ranges which establish pay
relationships between positions.
39
In March 2007 the Committee reviewed the performance of the
Chief Executive Officer and reviewed the Chief Executive
Officers evaluations of the other executive officers.
Following that review the base salaries for each of the named
executive officers were adjusted as set forth below:
|
|
|
|
|
Name
|
|
New Base Salary
|
|
|
William E. Chiles
|
|
$
|
615,000
|
|
Perry L. Elders
|
|
$
|
430,000
|
|
Richard D. Burman
|
|
$
|
320,000
|
|
Michael R. Suldo
|
|
$
|
310,000
|
|
Mark B. Duncan
|
|
$
|
310,000
|
|
The adjusted base salaries were in each case slightly over the
median for the position but no more than 5% over in any case.
The amounts were arrived at by the Committee using peer
compensation results and performance evaluations of each
individual.
Annual
Incentive Compensation
The Company maintains an annual incentive compensation plan to
provide selected corporate officers and employees the
opportunity to share in the improved performance of the company
by achieving specific corporate and business unit financial and
safety goals, and key individual objectives. Awards under the
plan are determined based on specified performance standards,
which we refer to as Key Performance Indicators
(KPIs). Participants are also required to uphold and
certify their compliance with the Companys legal and
ethical standards as described in the Companys Code of
Business Integrity and the policies that support the Code. The
Compensation Committee periodically monitors the award target
levels and variances to assure their competitiveness and that
they mesh with compensation strategy for incentives and for
total compensation. Our KPIs typically incorporate certain
metrics that are based on our publicly reported financial
results. There is no provision in our annual incentive plan for
retroactively adjusting past performance compensation in the
event of a restatement of these results leads to a different
outcome, although such a restatement would be taken into
consideration by the Compensation Committee in making future
compensation decisions.
Fiscal
Year 2007 Awards
For fiscal year 2007 the KPIs used were the following:
|
|
|
|
|
Consolidated Corporate EPS - Fully Diluted Earning per
Share, determined in accordance with generally accepted
accounting principles;
|
|
|
|
Corporate Return on Capital Employed (ROCE)
|
|
|
|
Business Unit EBITDA - Business Unit earnings before
Interest, Taxes, Depreciation, and Amortization, exclusive of
inter-company lease revenue and expense.
|
|
|
|
Business Unit EBITDA Return on Capital Employed - Business
Unit Earnings before Interest, Taxes, Depreciation, and
Amortization (EBITDA) divided by the Business Units
capital employed for the plan year.
|
|
|
|
TRIR - the Companys consolidated or SBU Total
Recordable Incident Rate (TRIR) for the fiscal year compared to
a preset target.
|
|
|
|
LTA Rate - the number of lost time accidents per 200,000
labor hours incurred by the Company or an SBU compared to a
preset target.
|
|
|
|
Flight Accident Rate - the number of Flight Accidents per
100,000 flight hours by the Company or an SBU compared to a
preset target.
|
|
|
|
Individual Performance - Individual performance will relate
specifically to the individual and is based on an overall
performance evaluation of the individuals contributions
during the year based on a subjective determination by the
individuals immediate supervisor or in the case of
Mr. Chiles, the
|
40
|
|
|
|
|
Compensation Committee, compared to personal goals set by the
supervisor, or in the case of Mr. Chiles, the Compensation
Committee, at the beginning of the fiscal year.
|
EBITDA is earnings before interest expense, taxes, depreciation
and amortization and is computed by adding interest, income tax,
depreciation and amortization expenses to net income. ROCE is
return on capital employed and is computed by dividing EBITDA by
the fair value of the related operating assets, including
working capital.
The KPIs are designed to coincide with the goals and objectives
established by the Company in its long term strategy. KPI
weightings are varied by individual position to give emphasis to
performance for which participants have the most direct control
in subject areas. The KPI weightings for the CEO and other named
executive officers for fiscal year 2007 are outlined below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVISION
|
|
|
DIVISION
|
|
|
|
|
|
Individual
|
|
Named Executive Officer
|
|
EPS
|
|
|
ROCE
|
|
|
EBITDA
|
|
|
ROCE
|
|
|
Safety
|
|
|
Performance
|
|
|
William E. Chiles
|
|
|
30
|
%
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
20
|
%
|
|
|
30
|
%
|
Perry L. Elders
|
|
|
30
|
%
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
20
|
%
|
|
|
30
|
%
|
Richard D. Burman
|
|
|
|
|
|
|
20
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
Michael R. Suldo
|
|
|
|
|
|
|
20
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
Mark B. Duncan
|
|
|
30
|
%
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
20
|
%
|
|
|
30
|
%
|
Annual Incentive targets and maximums are stated as a percentage
of annual base salary and are set based on position grade
levels. The annual incentive target and maximum levels for
fiscal year 2007 for our CEO and the other named executive
officers are outlined below:
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
Target Level
|
|
|
Maximum
|
|
|
William E. Chiles
|
|
|
75
|
%
|
|
|
150
|
%
|
Perry L. Elders
|
|
|
75
|
%
|
|
|
150
|
%
|
Richard D. Burman
|
|
|
50
|
%
|
|
|
100
|
%
|
Michael R. Suldo
|
|
|
50
|
%
|
|
|
100
|
%
|
Mark B. Duncan
|
|
|
50
|
%
|
|
|
100
|
%
|
Minimum KPI levels must be achieved in order to receive payout
under the awards. If an individual is determined by the
Committee to have violated the Companys Code of Business
Integrity, that individual may lose a portion or all of their
incentive compensation as determined by the Committee on a case
by case basis. In the event of a flight accident that results in
a fatality, the safety portion of the award payout is lost for
the related business unit and division employees as well as all
corporate plan members. Participants may earn up to as much as
double their annual incentive targets in the event of
performance substantially exceeding the preset goals. Annual
incentive compensation awards are paid in cash. In fiscal year
2007, the compensation committee set KPI levels for the
performance incentive awards shortly after the end of the fiscal
year and the budget for the next fiscal year was approved by the
Board of Directors. The KPIs for the target level were set
at levels which required growth and improved profitability and
improvement in safety when compared to actual results for the
prior year.
Actual awards made included adjustments to the fiscal year
2007 year results for the book loss associated with the
Companys sale of Turbo Engines Inc., the dilutive effect
from the sale of the Companys Mandatory Convertible
Preferred Stock and the reduction for U.K. Pension Plan
accruals. The net effect of these adjustments for the entire
plan was an increase of approximately $145,000 in the bonus
amount paid to all participants in the plan (approximately 159
persons).
Fiscal
Year 2008 Awards
In May 2007, the Compensation Committee of the Company approved
and adopted an annual incentive compensation plan with the
following KPIs for fiscal year 2008 for our senior employees,
including each of our named executive officers:
|
|
|
|
|
Consolidated Corporate EPS - Fully Diluted Earning per
Share, determined in accordance with generally accepted
accounting principles;
|
41
|
|
|
|
|
Corporate Return on Capital Employed (ROCE)
|
|
|
|
Business Unit EBITDA - Business Unit earnings before
Interest, Taxes, Depreciation, and Amortization, exclusive of
inter-company lease revenue and expense.
|
|
|
|
Business Unit EBITDA Return on Capital Employed - Business
Unit Earnings before Interest, Taxes, Depreciation, and
Amortization (EBITDA) divided by the Business Units
capital employed for the plan year.
|
|
|
|
TRIR - the Companys consolidated or SBU Total
Recordable Incident Rate (TRIR) for the fiscal year compared to
a preset target.
|
|
|
|
LTA Rate - the number of lost time accidents per 200,000
labor hours incurred by the Company or an SBU compared to a
preset target.
|
|
|
|
Flight Accident Rate - the number of Flight Accidents per
100,000 flight hours by the Company or an SBU compared to a
preset target.
|
|
|
|
Individual Performance - Individual performance will relate
specifically to the individual and is based on an overall
performance evaluation of the individuals contributions
during the year based on a subjective determination by the
individuals immediate supervisor or in the case of
Mr. Chiles, the Compensation Committee, compared to
personal goals set by the supervisor, or in the case of
Mr. Chiles, the Compensation Committee, at the beginning of
the fiscal year.
|
The KPI weightings for the CEO and our other named executive
officers for the fiscal year 2008 plan are outlined below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVISION
|
|
|
DIVISION
|
|
|
|
|
|
Individual
|
|
Named Executive Officer
|
|
EPS
|
|
|
ROCE
|
|
|
EBITDA
|
|
|
ROCE
|
|
|
Safety
|
|
|
Performance
|
|
|
William E. Chiles
|
|
|
30
|
%
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
25
|
%
|
|
|
25
|
%
|
Perry L. Elders
|
|
|
30
|
%
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
25
|
%
|
|
|
25
|
%
|
Richard D. Burman
|
|
|
|
|
|
|
15
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
|
|
25
|
%
|
|
|
20
|
%
|
Michael R. Suldo
|
|
|
|
|
|
|
15
|
%
|
|
|
20
|
%
|
|
|
20
|
%
|
|
|
25
|
%
|
|
|
20
|
%
|
Mark B. Duncan
|
|
|
30
|
%
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
25
|
%
|
|
|
25
|
%
|
The annual incentive target and maximum levels for fiscal year
2008 for our CEO and the other named executive officers are
outlined below:
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
Target Level
|
|
|
Maximum
|
|
|
William E. Chiles
|
|
|
100
|
%
|
|
|
200
|
%
|
Perry L. Elders
|
|
|
75
|
%
|
|
|
150
|
%
|
Richard D. Burman
|
|
|
50
|
%
|
|
|
100
|
%
|
Michael R. Suldo
|
|
|
50
|
%
|
|
|
100
|
%
|
Mark B. Duncan
|
|
|
50
|
%
|
|
|
100
|
%
|
Fiscal year 2008 target bonus award levels for the
Companys executive officers were proposed by senior
management working with the Compensation Committee and Stone
Partners and approved by the Compensation Committee in May 2007
using the same process used for fiscal year 2007. The KPIs
for the target level were set at levels which would require
continued growth and improved profitability and improvement in
safety when compared to actual results for the prior year.
Long-Term
Incentives
Long-term incentive awards are used to focus management
attention on Company performance over a period of time longer
than one year in recognition of the long-term horizons for
return on investments and strategic decisions in our business.
The awards are designed to motivate management to assist the
Company in achieving a high level of long-term performance and
serves to link this portion of executive compensation to
long-term
42
stockholder value. They are also designed to assist in executive
retention through extended vesting periods. Aggregate stock or
option holdings of the executive have no bearing on the size of
a long-term incentive award.
The Companys 2004 Stock Incentive Plan (the 2004
Plan), which was adopted by the board and has been
approved by the Companys stockholders permits the granting
of any or all of the following types of awards: stock options;
restricted stock; performance awards; phantom shares; other
stock based awards; bonus shares; and cash awards. All
non-employee directors and employees of, or consultants to, the
Company or any of its affiliates are eligible for participation
under the incentive plan. The incentive plan is administered by
the Compensation Committee. The Compensation Committee directly
oversees the plan as it relates to officers of the Company and
oversees the plan in general, its funding and award components,
the type and terms of the awards to be granted and interprets
and administers the incentive plan for all participants.
Generally, awards under the 2004 Plan are granted a short time
after the Companys financial results for the prior fiscal
year have been made public by the filing of the Companys
Annual Report of Form 10K. Occasionally, long term
incentive awards are granted at other times when appropriate for
new employees or special recognition of performance.
Fiscal
Year 2007 Awards
In fiscal 2007, the Committee made grants of stock options (as
set forth under Executive Compensation Grants
of Plan-Based Awards), which vest ratably over a
three-year period beginning on the date of grant.
In fiscal 2007, the Committee made grants of Performance
Restricted Stock Units (PRSUs), which give the
participants the right to receive one share of common stock per
unit assuming the performance standards are met (see
Executive Compensation Grants of Plan-Based
Awards). The PRSUs are designed to give some aspects
of a full value award while ensuring that awards only vest to
the extent shareholder value has been enhanced over the
performance period.
Fiscal
Year 2008 Awards
In May 2007 the Committee authorized the annual grant of Stock
Options and PRSUs to all participating employees including
the following grants to the name executive officers:
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Officer
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Stock Options
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PRSUs
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William E. Chiles
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29,000
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18,900
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Perry L. Elders
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20,000
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12,500
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Richard D. Burman
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8,500
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5,100
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Mark B. Duncan
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8,500
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5,100
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Michael R. Suldo
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8,500
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5,100
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The Committee believes the levels of equity awards granted by
the Company during fiscal year 2008 are consistent with award
levels granted by other companies based on the analysis
conducted by Stone Partners for fiscal year 2007. In April 2007,
the Committee also awarded Mr. Chiles a special grant of
34,000 shares of restricted stock which vests three years
after the date of grant. The award was made in recognition of
Mr. Chiles dedicated management of the Companys
affairs over the last three years.
Deferred
Compensation
Under the terms of the Companys non-qualified deferred
compensation plan for senior executives (the Deferred
Compensation Plan) participants including our named
executive officers can elect to defer a portion of their
compensation for distribution at a later date. Additionally, the
Company contributes an amount equal to the difference between
the percentage matching contribution made by the company to the
applicable employees 401K Plan Account and, in the case of
Mr. Chiles, up to 20% of total cash compensation, and in
the case of each of our other named executive officers, up to
15% of total cash compensation.
43
Perquisites
Certain employees, including executive officers, are provided
with certain perquisites as part of their compensation. These
include car allowances, club dues reimbursement and in some
cases Company paid life or private health insurance policies.
Perquisites such as these were a relatively low cost part of
compensation to be used in attracting and retaining qualified
employees and executives. With the change of public perception
and competitive employment practices, the Compensation Committee
has commenced eliminating such perquisites where practical. To
that end, the Company eliminated the club dues reimbursement and
car allowance at the end of 2006 for some executives and at the
end of March 2007 for others and replaced these perquisites with
increases to base salary equivalent to the value being received
for the perquisites.
For additional information regarding perquisites, see
Executive Compensation Summary Compensation
Table.
Other
Benefits
Executives are eligible to participate, with other employees, in
various employee benefit plans, including medical, dental and
disability insurance plans and a 401(k) plan or, in the case of
employees in the UK (including Mr. Burman) a defined
contribution retirement plan. The Compensation Committee
exercises no discretion over this participation.
Stock
Ownership Guidelines
The Company does not have specific equity or other security
ownership requirements or guidelines. However, management is
encouraged to take an ownership stake in the Company and is
specifically compensated with equity compensation. Margin
accounts of the Companys common stock held by executive
officers and trading in derivatives of Company common stock by
executive officers are discouraged but not specifically
disallowed by corporate policy. Under our Insider Trading
Policy, all insiders are bound by the rules of insider trading
and speculation in Company common stock is discouraged.
Severance
Benefits
We have entered into employment agreements with each of our
named executive officers. Pursuant to these agreements, each of
the named executive officers is entitled to severance payments
and other benefits in certain situations. See Potential
Payments upon Termination or
Change-in-Control
under Executive Compensation below for a detailed
description of the amounts payable and method of calculation. We
believe this severance benefit is reasonable and not uncommon
for persons in the offices and rendering the level of services
performed by these individuals. We selected higher multiples for
terminations associated with a
change-in-control
to provide additional reasonable protections and benefits to the
officers in such event. These
change-in-control
termination payments are based on a double trigger
requiring additional reasons such as Good Reason as
defined in the agreement or the officer being terminated without
cause to ensure such amounts will not be paid when employment
continues or the individual elects to resign without good
reason. We believe that providing higher multiples for
change-in-control
terminations for up to a one-year period after a change in
control will provide for their commitment to the Company or its
potential acquirer through a
change-in-control
event providing a continuity of leadership and preserving the
shareholders interests before and after a transaction. The
employment agreement for Mr. Chiles also provides for a
gross up payment to the extent Section 280G of the Internal
Revenue Code would apply to such payments as excess
parachute payments. The employment agreements for
the other executive officers do not contain these provisions.
44
Accounting
and Tax Matters
The Compensation Committee also considers the potential impact
of Section 162(m) of the Internal Revenue Code of 1986, as
amended (Section 162(m)). Section 162(m)
disallows a tax deduction for any publicly held corporation for
individual compensation exceeding $1 million in any taxable
year for the Chief Executive Officer and the other senior
executive officers, other than compensation that is
performance-based under a plan that is approved by the
shareholders of the corporation and that meets certain technical
requirements. While the goal of the Committee is to design
compensation for executives which is tax deductible the
Committee reserves to right to exercise subjective discretionary
compensation decisions where appropriate and therefor has and
may in the future authorize awards or payments to executives
which may not meet the requirements of Section 162(m).
45
XI. COMPENSATION
COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee has reviewed and discussed the above
Compensation Discussion and Analysis with management and, based
on such review and discussions, the Compensation Committee
recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this Proxy Statement.
Robert W. Waldrup, Chairman
Charles F. Bolden, Jr.
Thomas N. Amonett
46
XII. AUDIT
COMMITTEE REPORT
The Audit Committees principal functions are to select
each year a firm of independent auditors, to assist the Board of
Directors in fulfilling its responsibility for oversight of the
Companys accounting and internal control systems and
principal accounting policies, to recommend to the
Companys Board of Directors, based on its discussions with
the Companys management and independent auditors, the
inclusion of the audited financial statements in the
Companys Annual Report on
Form 10-K
and to oversee the entire independent audit function. The
Company believes that each of the four members of the Audit
Committee satisfy the requirements of the applicable rules of
the SEC and the NYSE as to independence, financial literacy and
experience. The Board of Directors has determined that at least
one member, Ken C. Tamblyn, is an audit committee financial
expert as defined by the SEC. The Board of Directors has adopted
a charter for the Audit Committee, a copy of which was attached
to this proxy statement as Appendix A and posted on our
website, www.bristowgroup.com, under the
Governance caption.
In connection with the Companys consolidated financial
statements for the fiscal year ended March 31, 2007, the
Audit Committee has:
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reviewed and discussed the audited financial statements with
management;
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discussed with the Companys independent auditors, KPMG
LLP, the matters required to be discussed by Statements on
Auditing Standards No. 61, as amended;
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received the written disclosures and the letter from KPMG LLP as
required by Independence Standards Board Standard No. 1 and
discussed with the auditors their independence; and,
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considered whether the provision of services by KPMG LLP not
related to the audit of the Companys consolidated
financial statements and the review of the Companys
interim financial statements is compatible with maintaining the
independence of KPMG LLP.
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Based on the review and discussions with the Companys
management and independent auditors, as set forth above, the
Audit Committee recommended to the Companys Board of
Directors, and the Board of Directors has approved, that the
audited financial statements be included in the Companys
Annual Report on
Form 10-K
for the fiscal year ended March 31, 2007, as filed with the
SEC.
Audit Committee
Ken C. Tamblyn, Chairman
Thomas N. Amonett
Stephen J. Cannon
Michael A. Flick
47
XIII. RELATIONSHIP
WITH
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP conducted the examination of the Companys
financial statements for the fiscal year ended March 31,
2007. Representatives of KPMG LLP are expected to be present at
the Annual Meeting with the opportunity to make a statement if
they desire to do so and will be available to respond to
appropriate questions.
During the Companys two most recent fiscal years, the
Company did not consult KPMG LLP with respect to the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might
be rendered on the Companys financial statements, or any
other matters or reportable events listed in the
Items 304(a)(2)(i) and (ii) of
Regulation S-K.
Accounting
Fees and Services
Set forth below are the fees paid by the Company to KPMG LLP for
the fiscal years indicated.
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2007
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2006
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Audit Fees
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$
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1,116,352
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$
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1,400,857
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Audit-Related Fees
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$
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218,600
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$
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734,859
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Tax Fees
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$
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495,469
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$
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83,618
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Description
of Non-Audit Services
Audit-Related Fees audit-related fees for fiscal
year 2007 related principally to the Companys offering of
its Mandatory Convertible Preferred Stock. Audit related fees
for fiscal year 2006 related principally to services in
connection with prior year restatements reflected in our annual
report on Form 10k for fiscal year 2005.
Tax Fees tax fees included fees for tax compliance,
tax advice and tax planning services rendered by the
Companys independent accountants.
Audit
Committee Pre-Approval Policies and Procedures
Our Audit Committee has policies and procedures that require the
pre-approval by the Audit Committee of all fees paid to, and all
services performed by, our independent accounting firm. At the
beginning of each year, the Audit Committee approves the
proposed services, including the nature, type and scope of
services contemplated and the related fees, to be rendered by
KPMG LLP during the year. In addition, Audit Committee
pre-approval is also required for those engagements that may
arise during the course of the year that are outside the scope
of the initial services and fees pre-approved by the Audit
Committee.
Our Audit Committee policy requires prior Audit Committee
approval of all services performed by our independent accounting
firm, regardless of the scope of such services. The Audit
Committee has delegated this prior approval authority to its
Chairman for all non-audit services undertaken in the ordinary
course. Any services approved by the Audit Committee Chairman
pursuant to this delegated authority must be reported to the
full Audit Committee at its next regularly scheduled meeting.
Pursuant to the Sarbanes-Oxley Act of 2002, the fees and
services provided as noted in the table above were authorized
and approved by the Audit Committee in compliance with the
pre-approval policies and procedures described herein.
Approval
and Ratification of Independent Public Accountant
The Audit Committee of the Companys Board of Directors has
selected the firm of KPMG LLP as the Companys independent
auditors for the fiscal year ending March 31, 2008.
Stockholder approval and ratification of this selection is not
required by law or by the by-laws of the Company. Nevertheless,
the Board has chosen to submit it to the stockholders for their
approval and ratification. Of the shares represented and
entitled to vote at the Annual Meeting (whether in person or by
proxy), more votes must be cast in favor of than votes cast
against the proposal to ratify and approve the selection of KPMG
LLP as the Companys independent auditors for the fiscal
year ending
48
March 31, 2008, in order for this proposal to be adopted.
The Proxyholder named in the accompanying proxy card will
vote FOR the foregoing proposal unless otherwise directed
therein. Abstentions will not be counted either as a
vote FOR or as a vote AGAINST the proposal to ratify
and approve the selection of KPMG LLP as the Companys
independent auditors for the fiscal year ending March 31,
2008. Broker non-votes will be treated as not present for
purposes of calculating the vote with respect to the foregoing
proposal, and will not be counted either as a vote FOR or
AGAINST or as an ABSTENTION with respect thereto. If more votes
are cast AGAINST this proposal than FOR, the Board of Directors
will take such decision into consideration in selecting
independent auditors for the Company.
The Board of Directors recommends a vote FOR the
approval and ratification of the selection of KPMG LLP as the
Companys independent auditors for the fiscal year ending
March 31, 2008.
49
XIV. OTHER
MATTERS
Transactions
with Related Persons
On December 19, 1996, the Company acquired 49% of the
common stock and other significant economic interest in Bristow
Aviation Holdings Limited (Bristow Aviation), a U.K.
corporation, which holds all of the outstanding shares in
Bristow Helicopter Group Limited (BHGL), pursuant to
a Master Agreement dated December 12, 1996, among the
Company, Caledonia Industrial & Services Limited
(CIS), and certain other persons (the Master
Agreement). As a result primarily of that transaction, CIS
became the beneficial owners of 1,752,754 shares of our
common stock. The Master Agreement provides that so long as CIS
owns (1) at least 1,000,000 shares of our common stock
or (2) at least 49% of the total outstanding ordinary
shares of Bristow Aviation, CIS will have the right to designate
two persons for nomination to our Board of Directors and to
replace any directors so nominated. Pursuant to the Master
Agreement, CIS designated Peter N. Buckley and Jonathan H.
Cartwright for nomination to our Board of Directors, and they
were duly elected in February 1997. Mr. Buckley is the
Chairman of the Board of Directors and Mr. Cartwright is
the Financial Director of Caledonia Investments, plc
(Caledonia), which was then the holder of all the
outstanding stock of CIS. On December 4, 2002, CIS:
(i) sold to Caledonia all its holdings of our common stock
and our 6% Convertible Subordinated Notes (the
6% Notes) and (ii) transferred to
Caledonia all of its rights and obligations under the Master
Agreement and related documents. On July 29, 2003, we
redeemed the 6% Notes with a portion of the proceeds from
our sale of $230.0 million principal amount of
61/8% Senior
Notes due 2013. This reduced the amount of our common stock
beneficially owned by Caledonia to 1,300,000 shares (see
Security Ownership of Certain Beneficial Owners and
Management).
The 1996 transaction also included certain executory obligations
of the parties that remain in effect between us and Caledonia
and its affiliates, certain of which are described below. All
such obligations were the result of arms length
negotiations between the parties that were concluded before
Messrs. Buckley and Cartwright were nominated or elected to
our Board of Directors and are, in our view, fair and reasonable
to the Company.
In connection with the Bristow Aviation transaction, we and
Caledonia also entered into a Put/Call Agreement whereunder,
upon giving specified prior notice, we have the right to buy all
the Bristow Aviation shares held by Caledonia, who, in turn, has
the right to sell such shares to us. Under the current United
Kingdom law, we would be required, in order for Bristow Aviation
to retain its operating license, to find a qualified European
Union investor to own any Bristow Aviation shares we have a
right or obligation to acquire pursuant to the Put/Call
Agreement. Any put or call of the Bristow Aviation shares will
be subject to the approval of the Civil Aviation Authority.
In connection with the Bristow Aviation transaction, we acquired
£91.0 million (approximately $144.0 million) in
principal amount of 13.5% subordinated unsecured loan stock
(debt) of Bristow Aviation. Bristow Aviation had the right and
elected to defer payment of interest on the loan stock. Any
deferred interest also accrues interest at an annual rate of
13.5%. With our agreement, no interest payments have been made
through March 31, 2007.
In March 2004, the Company prepaid a portion of the put/call
option price to Caledonia, representing the amount of guaranteed
return since inception, amounting to $11.4 million. In
consideration of this, the shareholders of Bristow Aviation
agreed to reduce the guaranteed return factor used in
calculating the put/call option price, effective April 1,
2004, from 12% per annum to LIBOR plus 3%. In May 2004, the
Company acquired eight million shares of deferred stock,
essentially a subordinated class of stock with no voting rights,
from Bristow Aviation for £1 per share
($14.4 million in total). Bristow Aviation used these
proceeds to redeem £8 million ($14.4 million) of
its ordinary share capital at par value on a pro rata basis from
all its outstanding shareholders, including the Company. The
result of these changes will be to reduce the cost of the
guaranteed return to the other shareholders by $2.3 million
on an annual basis.
In January 1998, we loaned £50.0 million
(approximately $98.2 million as of March 31,
2007) to Bristow Aviation to refinance certain of its
indebtedness. The loan matures on January 15, 2008 and
bears interest at an annual rate of 8.335%. This note was fully
repaid on February 11, 2007. In December 2002, Bristow
Aviation advanced to us $10.0 million under a demand note
that bears interest at an annual rate of 8.335%. In December
2005, Bristow Aviation advanced to us $15 million under a
demand note that bears interest at an annual rate of
50
8.335%. The amount of $4.5 million of the principal amount
of the loan and notes remain outstanding. During fiscal year
2007, we received $6.9 million in interest payments under
the loan, and paid $1.3 million as interest under the notes.
During fiscal 2007, we leased an average of 37 aircraft to
Bristow Aviation and received total lease payments of
approximately $25.3 million. During fiscal 2007, Bristow
Aviation leased approximately 5 aircraft and charged aircraft
maintenance costs to us, and we paid total lease payments of
$6.9 million.
The foregoing transactions with Bristow Aviation are eliminated
for financial reporting purposes in consolidation.
Beginning in September 2004, the Company began paying to
Caledonia the amount of guaranteed return on the put/call on a
quarterly basis. In fiscal year 2007, the Company paid to
Caledonia $0.1 million representing the amount due from
January 1, 2006 to December 31, 2006.
In 2007, CIS increased its holding in our securities to
1,627,700 shares of common stock and 300,000 shares of
our Mandatory Convertible Preferred Stock. In fiscal year 2007
we paid $0.4 million as dividends to CIS on the preferred
stock.
Review
and Approval of Related Party Transactions
Currently, related party transactions fall under the auspices of
our Code of Business Integrity. We are in the process of
reviewing a specific written policy governing transactions with
related parties that applies to all transactions required to be
disclosed as related party transactions under Item 404 of
Regulation S-K.
Under this policy, all such related person transactions are
required to be approved or ratified by the Audit Committee in
accordance with the guidelines set forth in the policy. No
member of the Audit Committee may review or approve any
transaction or amendment if he is involved directly or
indirectly in the transaction. The board of directors may also
decide that a majority of directors disinterested in the
transaction will review and approve a particular transaction or
amendment. When reviewing and approving a related person
transaction, the Audit Committee will be required to fully
inform itself about the related partys relationship and
interest regarding the material facts of the proposed
transaction and determine that the transaction is fair to the
Company.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors,
officers, and certain beneficial owners (collectively,
Section 16 Persons) to file with the Securities
and Exchange Commission and NYSE reports of beneficial ownership
on Form 3 and reports of changes in ownership on
Form 4 or 5. Copies of all such reports are required to be
furnished to us. To our knowledge, based solely on a review of
the copies of Section 16(a) reports furnished to us for the
fiscal year ended March 31, 2007, and other information,
all filing requirements for the Section 16 Persons have
been complied with during or with respect to the fiscal year
ended March 31, 2007 except that one Form 3 and two
Forms 4 were filed late by Mr. Mark Duncan and one
Form 4 was filed late by Charles F. Bolden, Jr.
Items of
Business to Be Acted Upon at the Meeting
Item 1. ELECTION
OF DIRECTORS
The Board of Directors recommends that you vote FOR the
election of each of the following nominees:
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Thomas N. Amonett
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Charles F. Bolden, Jr.
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Peter N. Buckley
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Stephen J. Cannon
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Jonathan H. Cartwright
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51
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William E. Chiles
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Michael A. Flick
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Thomas C. Knudson
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Ken C. Tamblyn
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Biographical information for these nominees can be found on
pages 9, 10 and 11 of this proxy statement.
Item 2. APPROVAL
OF AN AMENDMENT OF THE COMPANYS CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK
The Board of Directors recommends that you vote FOR the
approval of an amendment of the Companys Certificate of
Incorporation to increase the number of authorized shares of
common stock.
Item 3. APPROVAL
OF AN AMENDMENT TO THE COMPANYS CERTIFICATE OF
INCORPORATION TO ELIMINATE THE SERIES B PREFERENCE
SHARES
The Board of Directors recommends that you vote FOR the
approval of an amendment to the Companys Certificate of
Incorporation to eliminate the Series B Preference
Shares.
Item 4. APPROVAL
OF THE ADOPTION OF THE BRISTOW GROUP INC. 2007 LONG TERM
INCENTIVE PLAN
The Board of Directors recommends that you vote FOR the
approval of the adoption of the Bristow Group Inc. 2007 Long
Term Incentive Plan.
Item 5. APPROVAL
AND RATIFICATION OF THE COMPANYS INDEPENDENT
AUDITOR
The Board of Directors recommends that you vote FOR the
approval and ratification of the selection of KPMG LLP as the
Companys independent auditors for the fiscal year ending
March 31, 2008.
VOTING OF
THE PROXY
SHARES REPRESENTED BY ALL PROPERLY EXECUTED PROXIES WILL BE
VOTED AS DIRECTED IN THE PROXIES. IF NO DIRECTION IS SPECIFIED,
SUCH SHARES WILL BE VOTED FOR THE NOMINEES AND
FOR EACH OF THE OTHER PROPOSALS SET FORTH ABOVE.
General
The cost of soliciting Proxies will be borne by us, and upon
request, we will reimburse brokerage firms, banks, trustees,
nominees and other persons for their
out-of-pocket
expenses in forwarding proxy materials to the beneficial owners
of our securities. Our directors, officers and employees may,
but without compensation other than regular compensation,
solicit Proxies by telephone, telegraph, or personal interview.
Householding
The Securities and Exchange Commission permits a single set of
annual reports and proxy statements to be sent to any household
at which two or more stockholders reside if they appear to be
members of the same family. Each stockholder continues to
receive a separate proxy card. This procedure, referred to as
householding, reduces the volume of duplicate information
stockholders receive and reduces mailing and printing expenses.
A number of brokerage firms have instituted householding. As a
result, if you hold your shares through a broker and you reside
at an address at which two or more stockholders reside, you will
likely be receiving only one annual report and proxy statement
unless any stockholder at that address has given the broker
contrary instructions. However, if any such beneficial
stockholder residing at such an address wishes to receive a
separate annual report or proxy statement in the future, or if
any such beneficial stockholder that elected to continue to
receive separate annual reports or proxy statements wishes to
receive a single annual report or proxy statement in the future,
that stockholder should contact
52
their broker or send a request to Secretary, Bristow Group Inc.,
2000 W. Sam Houston Pkwy. S., Suite 1700, Houston, Texas
77042, telephone number
(713) 267-7600.
Upon the written request of any stockholder entitled to vote
at the Annual Meeting, we will provide, without charge, a copy
of our Annual Report on
Form 10-K
for the fiscal year ended March 31, 2007. Any such request
should be directed to Secretary, Bristow Group Inc., 2000 W. Sam
Houston Pkwy. S., Suite 1700, Houston, Texas 77042,
telephone number
(713) 267-7600.
Requests from beneficial owners of our shares must set forth a
good faith representation that as of June 25, 2007, the
requester was a beneficial owner of shares entitled to vote at
the Annual Meeting.
By Order of the Board of Directors
Randall A. Stafford
Vice President and General Counsel,
Corporate Secretary
July [2], 2007
53
APPENDIX A
BRISTOW
GROUP INC.
2007 LONG TERM INCENTIVE PLAN
SECTION 1.
GENERAL
PROVISIONS RELATING TO
PLAN GOVERNANCE, COVERAGE AND BENEFITS
The purpose of the Bristow Group Inc. 2007 Long Term Incentive
Plan as set forth herein and as may be amended from time to time
(the Plan) is to provide a means whereby Bristow
Group Inc., a Delaware corporation (the Company or
Bristow), may advance the best interests of the
Company and any Parent or Subsidiaries by providing Outside
Directors, Employees and Consultants with additional incentives
through the grant of Options to purchase common stock of the
Company, par value US $0.01 per share (Common
Stock), shares of Restricted Stock, Other Stock-Based
Awards (payable in cash or Common Stock) and Performance Awards,
thereby increasing the personal stake of such Outside Directors,
Employees and Consultants in the continued success and growth of
the Company.
The Plan provides for payment of various forms of incentive
compensation and it is not intended to be a plan that is subject
to the Employee Retirement Income Security Act of 1974, as
amended (ERISA).
The Plan is adopted and made effective as of May 3, 2007
subject to Company stockholder approval (the Effective
Date) and shall remain in effect, subject to the right of
the Board to amend or terminate the Plan at any time pursuant to
Section 6.6, until all shares subject to the Plan
have been purchased or acquired according to its provisions.
However, in no event may any Incentive Award be granted under
the Plan after the expiration of ten (10) years from the
Effective Date.
The following terms shall have the meanings set forth below:
(a) Award Letter. The written or
electronic award letter issued by the Company to the Grantee
setting forth the terms and conditions pursuant to which an
Incentive Award is granted under the Plan, as further described
in Section 5.1(a).
(b) Board. The Board of Directors
of the Company.
(c) Code. The Internal Revenue
Code of 1986, as amended, and the regulations and other
authority promulgated thereunder by the appropriate governmental
authority. References herein to any provision of the Code shall
refer to any successor provision thereto.
(d) Committee. A committee
appointed by the Board consisting of not less than two directors
as appointed by the Board to administer the Plan. The Plan shall
be administered by a committee appointed by the Board consisting
of not less than two directors who fulfill the
non-employee director requirements of
Rule 16b-3
under the Exchange Act, the outside director
requirements of Section 162(m) of the Code and the
independent requirement of the rules of any national
securities exchange or the Nasdaq Stock Market, Inc.
(NASDAQ), as the case may be, on which any of the
securities of the Company are traded, listed or quoted, if any.
The Committee may be the Compensation Committee of the Board, or
any subcommittee of the Compensation Committee, provided that
the members of the Committee satisfy the requirements of the
previous provisions of this paragraph.
The Board shall have the power to fill vacancies on the
Committee arising by resignation, death, removal or otherwise.
The Board, in its sole discretion, may bifurcate the powers and
duties of the Committee among one or more separate committees,
or retain all powers and duties of the Committee in a single
Committee. The members of the Committee shall serve at the
discretion of the Board.
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Notwithstanding the preceding paragraphs, the term
Committee as used in the Plan with respect to any
Incentive Award for an Outside Director shall refer to the
entire Board. In the case of an Incentive Award for an Outside
Director, the Board shall have all the powers and
responsibilities of the Committee hereunder as to such Incentive
Award, and any actions as to such Incentive Award may be acted
upon only by the Board (unless it otherwise designates in its
discretion). When the Board exercises its authority to act in
the capacity as the Committee hereunder with respect to an
Incentive Award for an Outside Director, it shall so designate
with respect to any action that it undertakes in its capacity as
the Committee.
(e) Consultant. An independent
agent, consultant, or any other individual who is not an Outside
Director or Employee of the Company (or any Parent or
Subsidiary) and who (i), in the opinion of the Committee, is in
a position to contribute to the growth or financial success of
the Company (or any Parent or Subsidiary), (ii) is a
natural person and (iii) provides bona fide services to the
Company (or any Parent or Subsidiary), which services are not in
connection with the offer or sale of securities in a capital
raising transaction, and do not directly or indirectly promote
or maintain a market for the Companys securities.
(f) Employee. Any employee of the
Company (or any Parent or Subsidiary) within the meaning of
Section 3401(c) of the Code, including, without limitation,
officers who are members of the Board.
(g) Employment. Employment by the
Company (or any Parent or Subsidiary), or by any corporation
issuing or assuming an Incentive Award in any transaction
described in Section 424(a) of the Code, or by a parent
corporation or a subsidiary corporation of such corporation
issuing or assuming such Incentive Award, as the
parent-subsidiary relationship shall be determined at the time
of the corporate action described in Section 424(a) of the
Code. In this regard, neither the transfer of a Grantee from
Employment by the Company to Employment by any Parent or
Subsidiary, nor the transfer of a Grantee from Employment by any
Parent or Subsidiary to Employment by the Company, shall be
deemed to be a termination of Employment of the Grantee.
Moreover, the Employment of a Grantee shall not be deemed to
have been terminated because of an approved leave of absence
from active Employment on account of temporary illness,
authorized vacation or granted for reasons of professional
advancement, education, health, or government service, or
military leave, or during any period required to be treated as a
leave of absence by virtue of any applicable statute, Company
personnel policy or agreement. Whether an authorized leave of
absence shall constitute termination of Employment hereunder
shall be determined by the Committee in its discretion.
Unless otherwise provided in the Award Letter, the term
Employment for purposes of the Plan is also defined
to include (i) compensatory or advisory services performed
by a Consultant for the Company (or any Parent or Subsidiary)
and (ii) membership on the Board by an Outside Director.
(h) Exchange Act. The Securities
Exchange Act of 1934, as amended.
(i) Fair Market Value. The Fair
Market Value of one share of Common Stock as of any date is
deemed to be (i) the closing sales price on the date of
determination of a share of Common Stock as reported on the
consolidated reporting system for the securities exchange(s) on
which shares are then listed or admitted to trading (as reported
in the Wall Street Journal or other reputable source), or
(ii) if not so reported, the average of the closing bid and
asked prices for a Share on the date of determination as quoted
on NASDAQ, or (iii) if not quoted on NASDAQ, the average of
the closing bid and asked prices for a Share on the date of
determination as quoted by the National Quotation Bureaus
Pink Sheets or the National Association of
Securities Dealers OTC Bulletin Board System. If
there was no public trade of Common Stock on the date of
determination, Fair Market Value shall be determined by
reference to the last preceding date on which such a trade was
so reported.
If the preceding paragraph is not applicable as of the date of
determination, the determination of the Fair Market Value of the
Common Stock for purposes of the Plan shall be made by the
Committee in its discretion exercised in good faith. In this
respect, the Committee may rely on such financial data,
valuations, experts, and other sources, in its discretion, as it
deems advisable under the circumstances.
(j) Grantee. Any Employee,
Consultant or Outside Director who is granted an Incentive Award
under the Plan.
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(k) Immediate Family. With respect
to a Grantee, the Grantees spouse, children or
grandchildren (including legally adopted and step children and
grandchildren).
(l) Incentive Award. A grant of an
award under the Plan to a Grantee, including any Nonstatutory
Stock Option, Incentive Stock Option, Restricted Stock Award,
Other Stock-Based Award or Performance Award.
(m) Incentive Stock Option or
ISO. A Stock Option granted by the Committee
to an Employee under Section 2 which is designated
by the Committee as an Incentive Stock Option and intended to
qualify as an Incentive Stock Option under Section 422 of
the Code.
(o) Insider. An individual who is,
on the relevant date, an officer, director or ten percent (10%)
beneficial owner of any class of the Companys equity
securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the
Exchange Act.
(o) Nonstatutory Stock Option. A
Stock Option granted by the Committee to a Grantee under
Section 2 that is not designated by the Committee as
an Incentive Stock Option.
(p) Other Stock-Based Award. An
award granted by the Committee to a Grantee under
Section 4.1 that is valued in whole or in part by
reference to, or is otherwise based upon, Common Stock.
(q) Outside Director. A member of
the Board who is not, at the time of grant of an Incentive
Award, an Employee of the Company or any Parent or Subsidiary.
(r) Parent. Any corporation
(whether now or hereafter existing) which constitutes a
parent of the Company, as defined in
Section 424(e) of the Code.
(s) Performance Award. An award
granted by the Committee to the Grantee under
Section 4.3.
(t) Performance-Based
Exception. The performance-based exception
from the tax deductibility limitations of Section 162(m) of
the Code, as prescribed in Code Section 162(m) and Treasury
Regulation
Section 1.162-27(e)
(or its successor), which is applicable during such period that
the Company is a publicly held corporation as defined in Code
Section 162(m).
(u) Performance Criteria. The
performance criteria described in Section 4.3 which
are the basis for Performance Goals.
(v) Performance Goal. The
performance goal or goals applicable to a Performance Award
pursuant to Section 4.3 that is determined by the
Committee and set out in an Award Letter.
(w) Performance Period. A period
of time, as may be determined in the discretion of the Committee
and set out in an Award Letter, over which performance is
measured for the purpose of determining a Grantees right
to and the payment value of an Incentive Award.
(x) Performance Share or Performance
Unit. An Incentive Award that is a
Performance Award under Section 4.3 representing a
contingent right to receive cash or shares of Common Stock
(which may be Restricted Stock or Restricted Stock units) at the
end of a Performance Period.
(y) Restricted Stock. Shares of
Common Stock issued or transferred to a Grantee pursuant to
Section 3.
(z) Restricted Stock Award. An
authorization by the Committee to issue or transfer Restricted
Stock to a Grantee.
(aa) Restriction Period. The
period of time determined by the Committee and set forth in an
Award Letter during which the transfer of Restricted Stock by
the Grantee is restricted.
(bb) Share. A share of the Common
Stock.
(cc) Stock Option or
Option. Pursuant to Section 2,
(i) an Incentive Stock Option granted to an Employee or
(ii) a Nonstatutory Stock Option granted to an Employee,
Consultant or Outside Director,
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whereunder such stock option the Grantee has the right to
purchase shares of Common Stock. In accordance with
Section 422 of the Code, only an Employee may be granted an
Incentive Stock Option.
(dd) Subsidiary. Any corporation
(whether now or hereafter existing) which constitutes a
subsidiary of the Company, as defined in
Section 424(f) of the Code.
(a) With respect to awards to eligible Employees,
Consultants and Outside Directors, the Plan shall be
administered by the Committee as defined in
Section 1.2(d).
(b) Authority of the
Committee. Except as may be limited by law
and subject to the provisions herein, the Committee shall have
full power to (i) select Grantees who shall participate in
the Plan; (ii) determine the sizes, duration and types of
Incentive Awards; (iii) determine the terms and conditions
of Incentive Awards; (iv) determine whether any shares
subject to Incentive Awards will be subject to any restrictions
on transfer; (v) construe and interpret the Plan, the terms
and conditions of Incentive Awards, the Award Letter or any
agreement entered into under the Plan; and (vi) establish,
amend, or waive rules for the Plans administration.
Further, the Committee shall make all other determinations which
may be necessary or advisable for the administration of the Plan
including, without limitation, correcting any defect, supplying
any omission or reconciling any inconsistency in the Plan or any
Award Letter.
(c) Decisions Binding. All
determinations and decisions made by the Committee shall be made
in its discretion pursuant to the provisions of the Plan, and
shall be final, conclusive and binding on all persons including
the Company, its Parent and Subsidiaries, and its stockholders,
Employees, Grantees, and their estates and beneficiaries. The
Committees decisions and determinations with respect to
any Incentive Award need not be uniform and may be made
selectively among Incentive Awards and Grantees, whether or not
such Incentive Awards are similar or such Grantees are similarly
situated.
(d) Modification of Outstanding Incentive Awards;
Prohibition on Repricing. Subject to the
stockholder approval requirements of Section 4.3 if
applicable and except as otherwise provided in
Section 4.3, the Committee may, in its discretion,
provide for the extension of the exercisability of an Incentive
Award, accelerate the vesting or exercisability of an Incentive
Award, eliminate or make less restrictive any restrictions
contained in an Incentive Award, waive any restriction or other
provisions of an Incentive Award, or otherwise amend or modify
an Incentive Award in any manner that is either (i) except
as otherwise provided in Section 6.14, not adverse
to the Grantee to whom such Incentive Award was granted or
(ii) consented to by such Grantee. The Committee may
neither (i) amend any Option or stock appreciation right
(SAR) to reduce its initial Exercise Price or grant
price, nor (ii) cancel or replace any Option or SAR with
Options or SARs having a lower Exercise Price or grant price,
without the approval of the stockholders of the Company.
(e) Delegation of Authority. The
Committee may delegate to designated officers or other Employees
of the Company any of its duties under this Plan pursuant to
such conditions or limitations as the Committee may establish
from time to time; provided, however, the Committee may not
delegate to any person the authority to (i) grant Incentive
Awards to Employees who are executive officers, or
(ii) take any action which would contravene the
requirements of
Rule 16b-3
under the Exchange Act or the Performance-Based Exception under
Section 162(m) of the Code.
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1.4
|
Shares of
Common Stock Available for Incentive Awards
|
Subject to adjustment under Section 5.5, there shall
be available for Incentive Awards under the Plan that are
granted wholly or partly in Common Stock (including rights or
Stock Options that may be exercised for or settled in Common
Stock) 1,200,000 shares of Common Stock; in addition any
shares under any grants or awards under the Bristow 2004 Stock
Incentive Plan or the Bristow 2003 Nonqualified Plan for
Non-Employee Directors (the Prior Plans) that expire
or are forfeited, terminated or otherwise cancelled or that are
settled in cash in lieu of shares shall be available for
Incentive Awards under this Plan. Of the total amount of shares
available under the Plan, 500,000 of the shares reserved under
the Plan shall be available for grants based on stock other than
as a Stock Option or SAR. The number of shares of Common Stock
that are the subject of Incentive Awards under this Plan
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that are forfeited or terminated, are cancelled, expire
unexercised, are settled in cash in lieu of Common Stock or are
exchanged for Incentive Awards that do not involve Common Stock,
shall again immediately become available for Incentive Awards
hereunder. With respect to SARs, when a stock-settled SAR is
exercised, the shares of Common Stock subject to the SAR Award
Letter shall be counted against the number of shares of Common
Stock available for future grant or sale under the Plan,
regardless of the number of shares of Common Stock used to
settle the SAR upon exercise. Shares of Common Stock used to pay
the exercise price of a Stock Option or used to satisfy tax
withholding obligations shall not become available for future
grant or sale under this Plan. The Board and the appropriate
officers of the Company shall from time to time take whatever
actions are necessary to file any required documents with
governmental authorities, stock exchanges and transaction
reporting systems to ensure that shares are available for
issuance pursuant to Incentive Awards.
The following limitations shall apply to grants of Incentive
Awards to Employees:
(a) Subject to adjustment as provided in
Section 5.5, the maximum aggregate number of shares
of Common Stock that may be subject to Incentive Awards
denominated with respect to shares of Common Stock (including
Stock Options, Restricted Stock, Other Stock-Based Awards, SARs
or Performance Awards paid out in shares) granted to an Employee
in any calendar year shall be 200,000 shares.
(b) With respect to Incentive Awards denominated with
respect to cash (including Other StockBased Awards or
Performance Awards paid out in cash), the maximum aggregate cash
payout to an Employee in any calendar year shall be $5,000,000.
(c) The limitations of subsections (a) and
(b) above shall be construed and administered so as to
comply with the Performance-Based Exception.
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1.5
|
Common
Stock Available
|
The Common Stock available for issuance or transfer under the
Plan shall be made available from (a) shares now or
hereafter held in the treasury of the Company,
(b) authorized but unissued shares, or (c) shares to
be purchased or acquired by the Company; provided, however, the
Company shall not use cash proceeds from the exercise of Options
granted under the Plan to purchase shares in a non-private
transaction for issuance or transfer under the Plan. No
fractional shares shall be issued under the Plan; payment for
fractional shares shall be made in cash.
(a) Eligibility. Employees,
Consultants
and/or
Outside Directors may become eligible for Incentive Awards. The
Committee shall from time to time designate those Employees,
Consultants
and/or
Outside Directors, if any, to be granted Incentive Awards under
the Plan, the type of Incentive Awards granted, the number of
shares covered by the Incentive Award granted to each such
person, and any other terms or conditions relating to the
Incentive Awards as it may deem appropriate to the extent not
inconsistent with the provisions of the Plan. A Grantee who has
been granted an Incentive Award may, if otherwise eligible, be
granted additional Incentive Awards at any time.
(b) Incentive Stock Option
Eligibility. No Consultant or Outside
Director shall be eligible for the grant of any Incentive Stock
Option. In addition, no Employee shall be eligible for the grant
of any Incentive Stock Option who owns or would own immediately
before the grant of such Incentive Stock Option, directly or
indirectly, stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the
Company, or any Parent or Subsidiary. This restriction does not
apply if, at the time such Incentive Stock Option is granted,
the Exercise Price with respect to the Incentive Stock Option is
at least one hundred and ten percent (110%) of the Fair Market
Value on the date of grant and the Incentive Stock Option by its
terms is not exercisable after the expiration of five
(5) years from the date of grant. For the purpose of the
immediately preceding sentence, the attribution rules of
Section 424(d) of the Code shall apply for the purpose of
determining an Employees percentage ownership in the
Company or any Parent or Subsidiary. This paragraph shall be
construed consistent with the requirements of Section 422
of the Code.
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SECTION 2.
STOCK
OPTIONS
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2.1
|
Grant of
Stock Options
|
The Committee is authorized to grant (a) Nonstatutory Stock
Options to Employees, Consultants
and/or
Outside Directors and (b) Incentive Stock Options to
Employees only in accordance with the terms and conditions of
the Plan, and with such additional terms and conditions, not
inconsistent with the Plan, as the Committee shall determine in
its discretion. Successive grants may be made to the same
Grantee whether or not any Stock Option previously granted to
such person remains unexercised.
(a) Award Letter. Each grant of a
Stock Option shall be evidenced by an Award Letter. Among its
other terms and conditions, each Award Letter shall set forth
the extent to which the Grantee shall have the right to exercise
the Stock Option following termination of the Grantees
Employment.
(b) Number of Shares. Each award
of a Stock Option shall specify the number of shares of Common
Stock to which it pertains.
(c) Exercise Price. The price at
which a share of Common Stock may be purchased pursuant to each
Stock Option (the Exercise Price) shall be
determined by the Committee; provided, however, that the
Exercise Price shall not be less than one hundred percent (100%)
of the Fair Market Value per Share on the date the Stock Option
is granted (110% for an Incentive Stock Option granted to 10% or
greater stockholders pursuant to Section 1.6(b).
Each Stock Option shall specify the method of exercise which
shall be consistent with the requirements of
Section 2.3(a).
(d) Term. In the Award Letter, the
Committee shall fix the term of each Stock Option (which shall
be not more than ten (10) years from the date of grant or,
for ISO grants to ten percent (10%) or greater stockholders
pursuant to Section 1.6(b), five (5) years from
the date of grant). In the event no term is fixed, such term
shall be ten (10) years from the date of grant.
(e) Exercise. The Committee shall
determine the time or times at which a Stock Option may be
exercised in whole or in part. Each Stock Option may specify the
required period of continuous Employment
and/or the
performance objectives to be achieved before the Stock Option or
portion thereof will become exercisable. Each Stock Option, the
exercise of which, or the timing of the exercise of which, is
dependent, in whole or in part, on the achievement of designated
performance objectives, may specify a minimum level of
achievement in respect of the specified performance objectives
below which no Stock Options will be exercisable and a method
for determining the number of Stock Options that will be
exercisable if performance is at or above such minimum but short
of full achievement of the performance objectives. All such
terms and conditions shall be set forth in the Award Letter.
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2.3
|
Stock
Option Exercises
|
(a) Method of Exercise and
Payment. Stock Options shall be exercised by
the delivery of a written or electronic notice of exercise to
the Company as of a date set by the Company in advance of the
effective date of the proposed exercise. The notice shall set
forth the number of shares with respect to which the Option is
to be exercised, accompanied by full payment for the shares.
The Exercise Price shall be payable to the Company in full in
cash or its equivalent, or subject to prior approval by the
Committee in its discretion, (i) by tendering previously
acquired shares having an aggregate Fair Market Value at the
time of exercise equal to the total Exercise Price, (ii) by
withholding shares which otherwise would be acquired on exercise
having an aggregate Fair Market Value at the time of exercise
equal to the total Exercise Price, or (iii) by a
combination of (i) and (ii) above. Any payment in
shares shall be effected by the surrender of such shares to the
Company in good form for transfer and shall be valued at their
Fair Market Value on the date when the Stock Option is
exercised. Unless otherwise permitted by the Committee in its
discretion, the Grantee shall not surrender, or attest to the
ownership of, shares in payment of the Exercise Price if such
action
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would cause the Company to recognize compensation expense (or
additional compensation expense) with respect to the Stock
Option for financial reporting purposes.
As soon as practicable after receipt of notification of exercise
and full payment, the Company shall deliver, or cause to be
delivered, to or on behalf of the Grantee, in the name of the
Grantee or other appropriate recipient, Share certificates for
the number of shares purchased under the Stock Option.
Subject to Section 5.2, during the lifetime of a
Grantee, each Option granted to him shall be exercisable only by
the Grantee (or his legal guardian in the event of his
disability) or by a broker-dealer acting on his behalf pursuant
to a cashless exercise under the foregoing provisions of this
Section 2.3(a).
(b) Restrictions on Share
Transferability. The Committee may impose
such restrictions on any grant of Stock Options or on any shares
acquired pursuant to the exercise of a Stock Option as it may
deem advisable, including, without limitation, restrictions
under (i) any buy/sell agreement or right of first refusal,
non-competition, and any other agreement between the Company and
any of its securities holders or Employees, (ii) any
applicable federal securities laws, (iii) the requirements
of any stock exchange or market upon which such shares are then
listed
and/or
traded, or (iv) any blue sky or state securities law
applicable to such shares. Any certificate issued to evidence
shares issued upon the exercise of an Incentive Award may bear
such legends and statements as the Committee shall deem
advisable to assure compliance with federal and state laws and
regulations.
Any Grantee or other person exercising an Incentive Award may be
required by the Committee to give a written representation that
the Incentive Award and the shares subject to the Incentive
Award will be acquired for investment and not with a view to
public distribution; provided, however, that the Committee, in
its sole discretion, may release any person receiving an
Incentive Award from any such representations either prior to or
subsequent to the exercise of the Incentive Award.
(c) Notification of Disqualifying Disposition of
Shares from Incentive Stock
Options. Notwithstanding any other provision
of the Plan, a Grantee who disposes of shares of Common Stock
acquired upon the exercise of an Incentive Stock Option by a
sale or exchange either (i) within two (2) years after
the date of the grant of the Incentive Stock Option under which
the shares were acquired or (ii) within one (1) year
after the transfer of such shares to him pursuant to exercise,
shall promptly notify the Company of such disposition, the
amount realized and his adjusted basis in such shares.
(d) Proceeds of Option
Exercise. The proceeds received by the
Company from the sale of shares pursuant to Stock Options
exercised under the Plan shall be used for general corporate
purposes.
SECTION 3.
RESTRICTED
STOCK
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3.1
|
Award of
Restricted Stock
|
(a) Grant. In consideration of the
performance of services by any Grantee who is an Employee,
Consultant or Outside Director, shares of Restricted Stock may
be awarded under the Plan by the Committee with such
restrictions during the Restriction Period as the Committee may
designate in its discretion, any of which restrictions may
differ with respect to each particular Grantee. Restricted Stock
may, at the discretion of the Committee, be awarded upon the
satisfaction of performance objectives. The award or vesting of
Restricted Stock may also, at the discretion of the Committee,
be conditioned upon the achievement of Performance Goals in the
same manner as provided in Section 4.3 with respect
to Performance Awards. Restricted Stock shall be awarded for no
additional consideration or such additional consideration as the
Committee may determine, which consideration may be less than,
equal to or more than the Fair Market Value of the shares of
Restricted Stock on the grant date. The terms and conditions of
each grant of Restricted Stock shall be evidenced by an Award
Letter.
(b) Immediate Transfer Without Immediate Delivery of
Restricted Stock. Unless otherwise specified
in the Grantees Award Letter, each Restricted Stock Award
shall constitute an immediate transfer of the record and
beneficial ownership of the shares of Restricted Stock to the
Grantee in consideration of the performance of services
entitling such Grantee to all voting and other ownership rights
in such shares.
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As specified in the Award Letter, a Restricted Stock Award may
limit the Grantees dividend rights during the Restriction
Period in which the shares of Restricted Stock are subject to a
substantial risk of forfeiture (within the meaning
given to such term under Code Section 83) and
restrictions on transfer. In the Award Letter, the Committee may
apply any restrictions to the dividends that the Committee deems
appropriate.
Shares awarded pursuant to a grant of Restricted Stock may be
issued in the name of the Grantee and held, together with a
stock power endorsed in blank, by the Committee or Company (or
their delegates) or in trust or in escrow pursuant to an
agreement satisfactory to the Committee, until such time as the
restrictions on transfer have expired. All such terms and
conditions shall be set forth in the particular Grantees
Award Letter.
(a) Forfeiture of Restricted
Stock. Unless otherwise specified by the
Committee in the Award Letter, the Restricted Stock that is
subject to restrictions which are not satisfied shall be
forfeited and all rights of the Grantee to such shares shall
terminate. Restrictions shall be set forth in the particular
Grantees Award Letter and may lapse upon the satisfaction
of performance objectives.
(b) Removal of Restrictions. The
Committee, in its discretion, shall have the authority to remove
any or all of the restrictions on the Restricted Stock if it
determines that, by reason of a change in applicable law or
another change in circumstance arising after the grant date of
the Restricted Stock, such action is appropriate.
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3.3
|
Delivery
of Shares of Common Stock
|
Subject to withholding taxes under Section 6.2 and
to the terms of the Award Letter, a stock certificate evidencing
the shares of Restricted Stock with respect to which the
restrictions in the Award Letter have been satisfied shall be
delivered to the Grantee or other appropriate recipient free of
restrictions. Such delivery shall be effected for all purposes
when the Company shall have deposited such certificate in the
United States mail, addressed to the Grantee or other
appropriate recipient.
SECTION 4.
OTHER
STOCK-BASED AWARDS AND PERFORMANCE AWARDS
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4.1
|
Grant of
Other Stock-Based Awards
|
Other Stock-Based Awards may be awarded by the Committee to
selected Grantees that are denominated or payable in, valued in
whole or in part by reference to, or otherwise related to,
shares of Common Stock, as deemed by the Committee to be
consistent with the purposes of the Plan and the goals of the
Company. Other Stock-Based Awards include, without limitation,
SARs, purchase rights, shares of Common Stock awarded which are
not subject to any restrictions or conditions, convertible or
exchangeable debentures, other rights convertible into shares,
Incentive Awards valued by reference to the value of securities
of, or the performance of, the Company or a specified
Subsidiary, division or department, and settlement in
cancellation of rights of any person with a vested interest in
any other plan, fund, program or arrangement that is or was
sponsored, maintained or participated in by the Company or any
Parent or Subsidiary. As is the case with other Incentive
Awards, Other Stock-Based Awards may be awarded either alone or
in addition to or in tandem with any other Incentive Awards.
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4.2
|
Other
Stock-Based Award Terms
|
(a) Award Letter. The terms and
conditions of each grant of an Other Stock-Based Award shall be
evidenced by an Award Letter.
(b) Purchase Price. Except to the
extent that an Other Stock-Based Award is granted in
substitution for an outstanding Incentive Award or is delivered
upon exercise of a Stock Option, the amount of consideration
required to be received by the Company shall be either
(i) no consideration other than services actually rendered
(in the case of authorized and unissued shares) or to be
rendered, or (ii) in the case of an Other Stock-Based Award
in the nature of a purchase right, consideration (other than
services rendered or to be rendered) at least equal to fifty
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percent (50%) of the Fair Market Value of the shares covered by
such grant on the date of grant (or such other percentage higher
than 50% that is required by applicable tax or securities law).
Notwithstanding the foregoing, with respect to an Incentive
Award for a SAR, the exercise price per share of Common Stock
covered by the SAR shall not be less than one hundred percent
(100%) of Fair Market Value of a share of Common Stock on the
date of the grant of the SAR.
(c) Performance Criteria and Other
Terms. In its discretion, the Committee may
specify such criteria, periods or goals for the grant or vesting
in Other Stock-Based Awards and payment thereof to the Grantee
as it shall determine; and the extent to which such criteria,
periods or goals have been met shall be determined by the
Committee. The grant, vesting or payment of Other Stock-Based
Awards may also, at the discretion of the Committee, be
conditioned upon the achievement of Performance Goals in the
same manner as provided in Section 4.3 with respect
to Performance Awards. All terms and conditions of Other
Stock-Based Awards shall be determined by the Committee and set
forth in the Award Letter.
(d) Payment. Other Stock-Based
Awards may be paid in shares of Common Stock or other
consideration, including cash, related to such shares, in a
single payment or in installments on such dates as determined by
the Committee, all as specified in the Award Letter.
(e) Dividends. The Grantee of an
Other Stock-Based Award shall not be entitled to receive,
currently or on a deferred basis, dividends or dividend
equivalents with respect to the number of shares covered by the
Other Stock-Based Award, unless (and to the extent) otherwise
determined by the Committee and set forth in the Award Letter.
The Committee may also provide in the Award Letter that the
amounts of any dividends or dividend equivalent shall be deemed
to have been reinvested in additional shares of Common Stock.
(a) Grant. The Committee is
authorized to grant Performance Awards to selected Grantees who
are Employees or Consultants. Performance Awards may be by
reference to Performance Shares or Performance Units, and may at
the discretion of the Committee, be awarded upon the
satisfaction of Performance Goals. The vesting or settlement of
Performance Awards may also, in the discretion of the Committee,
be conditioned upon the achievement of Performance Goals. Each
grant of Performance Awards shall be evidenced by an Award
Letter in such amounts and upon such terms as shall be
determined by the Committee. When the Committee desires a
Performance Award to qualify for the Performance-Based
Exception, the Committee shall establish the Performance Goals
for the respective Performance Award prior to or within
90 days of the beginning of the Performance Period relating
to such Performance Goal, or at such other date as may be
permitted or required for the Performance-Based Exception, and
not later than after 25 percent of such Period has elapsed,
and such Performance Goals shall otherwise comply with the
requirements of the Performance-Based Exception. For all other
Performance Awards, the Performance Goals must be established
before the end of the respective Performance Period. The
Committee may make grants of Performance Awards in such a manner
that more than one Performance Period is in progress
concurrently. For each Performance Period, the Committee shall
establish the number of Performance Awards and their contingent
values which may vary depending on the degree to which
Performance Criteria established by the Committee are met. The
Committee shall have the power to impose such other restrictions
on Performance Awards intended to qualify for the
Performance-Based Exception as it may deem necessary or
appropriate to ensure that such Performance Awards satisfy all
the requirements to qualify for the Performance-Based Exception.
(b) Performance Criteria. The
Committee may establish Performance Goals applicable to
Performance Awards based upon the Performance Criteria and other
factors set forth below in one or more of the following
categories: (i) performance of the Company as a whole,
(ii) performance of a segment of the Companys
business, and (iii) individual performance and either as an
absolute measure or as a measure of comparative performance
relative to a peer group of companies, an index, budget, prior
period, or other standard selected by the Committee. Performance
Criteria for the Company shall relate to the achievement of
predetermined financial and operating objectives for the Company
and its Subsidiaries on a consolidated basis. Performance
Criteria for a segment of the Companys business shall
relate to the achievement of financial and operating objectives
of the segment for which the Grantee is accountable.
Performance Criteria means one or more of the
following measures: sales, free cash flow, revenue, pre-tax or
after-tax profit levels, including: earnings per share,
operating earnings, earnings before
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interest and taxes, earnings before interest, taxes,
depreciation and amortization, net operating profits after tax,
and net income; total stockholder return; return on assets,
equity, capital or investment; cash flow and cash flow return on
investment; economic value added and economic profit; growth in
earnings per share, debt to equity ratio, market share, price
per share of Common Stock, economic value added and market value
added; levels of operating expense and maintenance expense or
measures of customer satisfaction and customer service as
determined from time to time including the relative improvement
therein; safety measurements including: total recordable
incident rate to labor hours ratios, lost time accidents to
labor hours ratios, or flight accidents to flight hours ratios;
or such similar objectively determinable financial or other
measures as may be adopted by the Committee. Individual
Performance Criteria shall relate to a Grantees overall
performance, taking into account, among other measures of
performance, the attainment of individual goals and objectives.
The Performance Goals may differ among Grantees, including among
similarly situated Grantees. Performance Criteria shall be
calculated in accordance with the Companys financial
statements or generally accepted accounting principles, on an
operating basis, or under a methodology established by the
Committee prior to the issuance of a Performance Award that is
consistently applied and identified. In establishing a
Performance Goal applicable to a Performance Award, the
Committee may provide that the attainment of the Performance
Goal shall be measured by appropriately adjusting the evaluation
of Performance Goal achievement to exclude (i) any
extraordinary non-recurring items as described in Accounting
Principles Board Opinion No. 30
and/or in
managements discussion and analysis of financial condition
and results of operations appearing in the Companys annual
report to stockholders for the applicable year, or (ii) the
effect of any changes in accounting principles affecting the
Companys, a Subsidiarys or a business segments
reported results.
(c) Modification. If the Committee
determines, in its discretion exercised in good faith, that the
established Performance Goals are no longer suitable to the
Companys objectives because of a change in the
Companys business, operations, corporate structure,
capital structure, or other conditions the Committee deems to be
appropriate, the Committee may modify the Performance Goals to
the extent it considers such modification to be necessary;
provided, however, no such modification shall be made with
respect to any Performance Award that is intended to qualify for
the Performance-Based Exception unless (i) such
modification is made no later than the deadline established
under Code Section 162(m), and (ii) no Performance
Award is paid under the modified Performance Goal until after
the material terms of the modified Performance Goal are
disclosed to and approved by the Companys stockholders to
the extent required by Code Section 162(m).
(d) Payment. The basis for the
grant, vesting or payment, as applicable, of Performance Awards
for a given Performance Period shall be the achievement of those
Performance Goals determined by the Committee as specified in
the Grantees Award Letter. If minimum performance is not
achieved for a Performance Period, no payment shall be made and
all contingent rights under the Performance Award shall cease.
At any time prior to the payment of a Performance Award, unless
otherwise provided by the Committee or prohibited by the Plan,
the Committee shall have the authority to reduce or eliminate
the amount payable with respect to the Performance Award, or to
cancel any part or all of the Performance Award but, with
respect to Performance Awards intended to qualify for the
Performance-Based Exception, shall not have the authority in its
discretion to increase the amount payable with respect to the
Performance Award except as permitted under
Section 5.5. With respect to Performance Awards
intended to qualify for the Performance-Based Exception, the
Committee may not waive the achievement of the applicable
Performance Goal except to the extent provided in the respective
Award Letter upon the death or disability of the Grantee or a
change in control of the Company. The Committees
determination with respect to a Performance Period of whether
and to what extent a Performance Goal has been achieved, and, if
so, of the amount of the Performance Award earned for the
Performance Period shall be final and binding on the Company and
all Grantees, and, with respect to Performance Awards that are
intended to qualify for the Performance-Based Exception, these
determinations shall be certified in writing before such
Performance Awards are paid.
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SECTION 5.
PROVISIONS
RELATING TO PLAN PARTICIPATION
(a) Award Letter. Each Grantee to
whom an Incentive Award is granted shall be provided an Award
Letter by the Company, in such form as is provided by the
Committee. The Award Letter shall contain specific terms as
determined by the Committee, in its discretion, with respect to
the Grantees particular Incentive Award. Such terms need
not be uniform among all Grantees or any similarly situated
Grantees. The Award Letter may include, without limitation,
vesting, forfeiture and other provisions particular to the
particular Grantees Incentive Award, as well as, for
example, provisions to the effect that the Grantee
(i) shall not disclose any confidential information
acquired during Employment with the Company, (ii) shall
abide by all the terms and conditions of the Plan and such other
terms and conditions as may be imposed by the Committee,
(iii) shall not interfere with the employment or other
service of any Employee, (iv) shall not compete with the
Company or become involved in a conflict of interest with the
interests of the Company, (v) shall forfeit an Incentive
Award if terminated for Cause, (vi) shall not be permitted
to make an election under Section 83(b) of the Code when
applicable, and (vii) shall be subject to any other
agreement between the Grantee and the Company regarding shares
that may be acquired under an Incentive Award including, without
limitation, an agreement restricting the transferability of
shares by Grantee. An Award Letter shall include such terms and
conditions as are determined by the Committee, in its
discretion, to be appropriate with respect to any individual
Grantee.
(b) No Right to
Employment. Nothing in the Plan or any
instrument executed pursuant to the Plan shall create any
Employment rights (including without limitation, rights to
continued Employment) in any Grantee or affect the right of the
Company to terminate the Employment of any Grantee at any time
without regard to the existence of the Plan.
(c) Securities Requirements. The
Company shall be under no obligation to effect the registration
pursuant to the Securities Act of 1933 of any shares of Common
Stock to be issued hereunder or to effect similar compliance
under any state laws. Notwithstanding anything herein to the
contrary, the Company shall not be obligated to cause to be
issued or delivered any certificates evidencing shares pursuant
to the Plan unless and until the Company is advised by its
counsel that the issuance and delivery of such certificates is
in compliance with all applicable laws, regulations of
governmental authorities, and the requirements of any securities
exchange on which shares are traded. The Committee may require,
as a condition of the issuance and delivery of certificates
evidencing shares of Common Stock pursuant to the terms hereof,
that the recipient of such shares make such covenants,
agreements and representations, and that such certificates bear
such legends, as the Committee, in its discretion, deems
necessary or desirable.
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5.2
|
Transferability
and Exercisability
|
Incentive Awards granted under the Plan shall not be
transferable or assignable other than: (a) by will or the
laws of descent and distribution or (b) pursuant to a
qualified domestic relations order (as defined by
Section 414(p) of the Code); provided, however, only with
respect to Incentive Awards of Nonstatutory Stock Options, the
Committee may, in its discretion, authorize all or a portion of
the Nonstatutory Stock Options to be granted on terms which
permit transfer by the Grantee to (i) the members of the
Grantees Immediate Family, (ii) a trust or trusts for
the exclusive benefit of such Immediate Family (except that the
Grantee may also be a beneficiary of such trust), or
(iii) a partnership in which such members of such Immediate
Family are the only partners (except that Grantee may also be a
partner), provided that (A) there may be no consideration
for any such transfer, (B) the Award Letter pursuant to
which such Nonstatutory Stock Options are granted must be
approved by the Committee, and must expressly provide for
transferability in a manner consistent with this
Section 5.2, and (C) subsequent transfers of
transferred Options shall be prohibited except in accordance
with clauses (a) and (b) (above) of this sentence.
Following any permitted transfer, any Incentive Award shall
continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, provided that the term
Grantee shall be deemed to refer to the transferee.
The termination of Employment events in the Award Letter shall
continue to be applied with
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respect to the original Grantee, and the Incentive Award shall
be exercisable by the transferee only to the extent, and for the
periods, specified in the Award Letter.
Except as may otherwise be permitted under the Code, in the
event of a permitted transfer of a Nonstatutory Stock Option
hereunder, the original Grantee shall remain subject to
withholding taxes upon exercise. In addition, the Company shall
have no obligation to provide any notices to a transferee
including, for example, of the termination of an Incentive Award
following the original Grantees termination of Employment.
In the event that a Grantee terminates Employment with the
Company to assume a position with a governmental, charitable,
educational or other nonprofit institution, the Committee may,
in its discretion, subsequently authorize a third party,
including but not limited to a blind trust, to act
on behalf of and for the benefit of such Grantee regarding any
outstanding Incentive Awards held by the Grantee subsequent to
such termination of Employment. If so permitted by the
Committee, a Grantee may designate a beneficiary or
beneficiaries to exercise the rights of the Grantee and receive
any distribution under the Plan upon the death of the Grantee.
No transfer by will or by the laws of descent and distribution
shall be effective to bind the Company unless the Committee has
been furnished with a copy of the deceased Grantees
enforceable will or such other evidence as the Committee deems
necessary to establish the validity of the transfer. Any
attempted transfer in violation of this Section 5.2
shall be void and ineffective. All determinations under this
Section 5.2 shall be made by the Committee in its
discretion.
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5.3
|
Rights as
a Stockholder
|
(a) No Stockholder Rights. Except
as otherwise provided in Section 3.1(b) for grants
of Restricted Stock, a Grantee of an Incentive Award (or a
permitted transferee of such Grantee) shall have no rights as a
stockholder with respect to any shares of Common Stock until the
issuance of a stock certificate for such shares.
(b) Representation of
Ownership. In the case of the exercise of an
Incentive Award by a person or estate acquiring the right to
exercise such Incentive Award by reason of the death or
disability of a Grantee, the Committee may require reasonable
evidence as to the ownership of such Incentive Award or the
authority of such person and may require such consents and
releases of taxing authorities as the Committee may deem
advisable.
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5.4
|
Listing
and Registration of Shares of Common Stock
|
The exercise of any Incentive Award granted hereunder shall only
be effective at such time as counsel to the Company shall have
determined that the issuance and delivery of shares of Common
Stock pursuant to such exercise is in compliance with all
applicable laws, regulations of governmental authorities and the
requirements of any securities exchange on which shares of
Common Stock are traded. The Committee may, in its discretion,
defer the effectiveness of any exercise of an Incentive Award in
order to allow the issuance of shares of Common Stock to be made
pursuant to a registration statement, or an exemption from
registration, or other methods for compliance available under
federal or state securities laws. The Committee shall inform the
Grantee in writing or electronically of its decision to defer
the effectiveness of the exercise of an Incentive Award. During
the period that the effectiveness of the exercise of an
Incentive Award has been deferred, the Grantee may, by written
or electronic notice to the Committee, as permitted by the
Committee in its discretion, withdraw such exercise and obtain
the refund of any amount paid with respect thereto.
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5.5
|
Change in
Stock and Adjustments
|
(a) Changes in Law or
Circumstances. In the event of any change in
applicable law or any change in circumstances which results in
or would result in any dilution of the rights granted under the
Plan, or which otherwise warrants an equitable adjustment
because it interferes with the intended operation of the Plan,
then, if the Committee should so determine, in its absolute
discretion, that such change equitably requires an adjustment in
the number or kind of shares of stock or other securities or
property theretofore subject, or which may become subject, to
issuance or transfer under the Plan or in the terms and
conditions of outstanding Incentive Awards, such adjustment
shall be made in accordance with such determination. Such
adjustments may include changes with respect to (i) the
aggregate number of shares that may be issued under the Plan and
that are subject to the special
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limits under Section 1.4, (ii) the number of
shares subject to Incentive Awards, and (iii) the Exercise
Price or other price per Share for outstanding Incentive Awards.
Any adjustment under this paragraph of an outstanding Incentive
Stock Option shall be made only to the extent permitted under
Code Section 424 and not constituting a
modification within the meaning of
Section 424(h)(3) of the Code unless otherwise agreed to by
the Grantee in writing or electronically. The Committee shall
give notice to each applicable Grantee of such adjustment which
shall be effective and binding.
(b) Exercise of Corporate
Powers. The existence of the Plan or
outstanding Incentive Awards hereunder shall not affect in any
way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalization,
reorganization or other changes in the Companys capital
structure or its business or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior
preference stocks ahead of or affecting the Common Stock or the
rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding
whether of a similar character or otherwise.
(c) Recapitalization of the
Company. If while there are Incentive Awards
outstanding, the Company shall effect any subdivision or
consolidation of shares of Common Stock or other capital
readjustment, the payment of a stock dividend, stock split,
combination of shares, recapitalization or other increase or
reduction in the number of shares outstanding, without receiving
compensation therefor in money, services or property, then the
number of shares available under the Plan and that are subject
to the special limits under Section 1.4 and the
number of shares, Exercise Price and Fair Market Value of
Incentive Awards shall (i) in the event of an increase in
the number of shares outstanding, be proportionately increased
and the Exercise Price or Fair Market Value of the Incentive
Awards awarded shall be proportionately reduced; and
(ii) in the event of a reduction in the number of shares
outstanding, be proportionately reduced, and the Exercise Price
or Fair Market Value of the Incentive Awards awarded shall be
proportionately increased. The Committee shall take such action
and whatever other action it deems appropriate, in its
discretion, so that the value of each outstanding Incentive
Award to the Grantee shall not be adversely affected by a
corporate event described in this subsection(c).
(d) Issue of Common Stock by the
Company. Except as hereinabove expressly
provided in this Section 5.5, the issue by the
Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or
property, or for labor or services, either upon direct sale or
upon the exercise of rights or warrants to subscribe therefor,
or upon any conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with
respect to, the number of, or Exercise Price or Fair Market
Value of, any Incentive Awards then outstanding under previously
granted Incentive Awards; provided, however, in such event,
outstanding shares of Restricted Stock shall be treated the same
as outstanding unrestricted shares of Common Stock.
(e) Assumption under the Plan of Outstanding Stock
Options. Notwithstanding any other provision
of the Plan, the Committee, in its absolute discretion, may
authorize the assumption and continuation under the Plan of
outstanding and unexercised stock options or other types of
stock-based incentive awards that were granted under a stock
option plan (or other type of stock incentive plan or agreement)
that is or was maintained by a newly acquired or currently owned
corporation or other entity that was merged into, restructured,
consolidated with, or whose stock or assets were acquired by,
the Company or a Subsidiary of the Company as the surviving
corporation. Any such action shall be upon such terms and
conditions as the Committee, in its discretion, may deem
appropriate, including provisions to preserve the holders
rights under the previously granted and unexercised stock option
or other stock-based incentive award, such as, for example,
retaining an existing exercise price under an outstanding stock
option. Any such assumption and continuation of any such
previously granted and unexercised incentive award shall be
treated as an outstanding Incentive Award under the Plan and
shall thus count against the number of shares reserved for
issuance pursuant to Section 1.4.
(f) Assumption of Incentive Awards by a
Successor. Subject to the accelerated vesting
and other provisions that may apply in the event of a change in
control in the Award Letter, in the event of a Corporate Event
(defined below), each Grantee shall be entitled to receive, in
lieu of the number of shares subject to Incentive Awards, such
shares of capital stock or other securities or property as may
be issuable or payable with respect to or in exchange for the
number of shares which Grantee would have received had he
exercised the Incentive Award
A-13
immediately prior to such Corporate Event, together with any
adjustments (including, without limitation, adjustments to the
Exercise Price and the number of shares issuable on exercise of
outstanding Stock Options). For this purpose, shares of
Restricted Stock shall be treated the same as unrestricted
outstanding shares of Common Stock. A Corporate
Event means any of the following: (i) a dissolution
or liquidation of the Company, (ii) a sale of all or
substantially all of the Companys assets, or (iii) a
merger, consolidation or combination involving the Company
(other than a merger, consolidation or combination (A) in
which the Company is the continuing or surviving corporation and
(B) which does not result in the outstanding shares being
converted into or exchanged for different securities, cash or
other property, or any combination thereof). The Committee shall
take whatever other action it deems appropriate to preserve the
rights of Grantees holding outstanding Incentive Awards.
Notwithstanding the previous paragraph of this
Section 5.5(f), but subject to any accelerated
vesting and other provisions as specified in any Award Letter
that apply in the event of a change in control, in the event of
a Corporate Event (described in the previous paragraph), the
Committee, in its discretion, shall have the right and power to:
(i) cancel, effective immediately prior to the occurrence
of the Corporate Event, each outstanding Incentive Award
(whether or not then exercisable) and, in full consideration of
such cancellation, pay to the Grantee an amount in cash equal to
the excess of (A) the value, as determined by the
Committee, of the property (including cash) received by the
holders of Common Stock as a result of such Corporate Event over
(B) the exercise price of such Incentive Award, if any;
provided, however, this subsection (i) shall be
inapplicable to an Incentive Award granted within six
(6) months before the occurrence of the Corporate Event but
only if the Grantee is an Insider and such disposition is not
exempt under
Rule 16b-3
(or other rules preventing liability of the Insider under
Section 16(b) of the Exchange Act) and, in that event, the
provisions hereof shall be applicable to such Incentive Award
after the expiration of six (6) months from the date of
grant; or
(ii) provide for the exchange or substitution of each
Incentive Award outstanding immediately prior to such Corporate
Event (whether or not then exercisable) for another award with
respect to the Common Stock or other property for which such
Incentive Award is exchangeable and, incident thereto, make an
equitable adjustment as determined by the Committee, in its
discretion, in the Exercise Price or exercise price of the
Incentive Award, if any, or in the number of shares or amount of
property (including cash) subject to the Incentive Award; or
(iii) provide for assumption of the Plan and such
outstanding Incentive Awards by the surviving entity or its
parent.
(a) The Committee, in its discretion, shall have the
authority to take whatever action it deems to be necessary or
appropriate to effectuate the provisions of this
subsection (f).
(g) Substitute Awards. Incentive
Awards granted under the Plan may, at the discretion of the
Committee, be granted in substitution or exchange for any other
award granted under another plan of the Company or any
Subsidiary of the Company. Such substitution and exchange may be
granted at any time. If an Incentive Award is granted in
substitution or exchange for another award under another plan of
the Company or a plan of a Subsidiary, the Committee shall
require the surrender of such other award.
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5.6
|
Termination
of Employment, Death, Disability and Retirement
|
The Committee shall in its sole discretion establish conditions,
if any, for inclusion in the applicable Award Letter for any
acceleration of vesting, lapse of restrictions, the exercise
period, the definition of disability and other terms and
conditions in the event of termination of Employment, death,
disability or retirement.
The Committee shall in its sole discretion establish conditions,
if any, for inclusion in the applicable Award Letter for the
acceleration of vesting, lapse of restrictions and any other
terms and conditions in the event of a change in control. The
events that shall constitute a change in control shall be
specified in the Award Letter.
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5.8
|
Exchange
of Incentive Awards
|
The Committee may, in its discretion, permit any Grantee to
surrender outstanding Incentive Awards in order to exercise or
realize his rights under other Incentive Awards or in exchange
for the grant of new Incentive Awards, or require holders of
Incentive Awards to surrender outstanding Incentive Awards (or
comparable rights under other plans or arrangements) as a
condition precedent to the grant of new Incentive Awards.
To the extent permitted by the Sarbanes-Oxley Act of 2002 or
other applicable law, the Company may extend and maintain, or
arrange for and guarantee, the extension and maintenance of
financing to any Grantee to purchase shares pursuant to exercise
of an Incentive Award upon such terms as are approved by the
Committee and the Board in their discretion.
SECTION 6.
GENERAL
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|
6.1
|
Funding
and Liability of Company
|
No provision of the Plan shall require the Company, for the
purpose of satisfying any obligations under the Plan, to
purchase assets or place any assets in a trust or other entity
to which contributions are made, or otherwise to segregate any
assets. In addition, the Company shall not be required to
maintain separate bank accounts, books, records or other
evidence of the existence of a segregated or separately
maintained or administered fund for purposes of the Plan.
Although bookkeeping accounts may be established with respect to
Grantees who are entitled to cash, Common Stock or rights
thereto under the Plan, any such accounts shall be used merely
as a bookkeeping convenience. The Company shall not be required
to segregate any assets that may at any time be represented by
cash, Common Stock or rights thereto. The Plan shall not be
construed as providing for such segregation, nor shall the
Company, the Board or the Committee be deemed to be a trustee of
any cash, Common Stock or rights thereto. Any liability or
obligation of the Company to any Grantee with respect to an
Incentive Award shall be based solely upon any contractual
obligations that may be created by this Plan and any Award
Letter, and no such liability or obligation of the Company shall
be deemed to be secured by any pledge or other encumbrance on
any property of the Company. Neither the Company, the Board nor
the Committee shall be required to give any security or bond for
the performance of any obligation that may be created by the
Plan.
(a) Tax Withholding. The Company
shall have the power and the right to deduct or withhold, or
require a Grantee to remit to the Company, an amount sufficient
to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any
taxable event arising as a result of the Plan or an Incentive
Award hereunder.
(b) Share Withholding. With
respect to tax withholding required upon the exercise of Stock
Options, upon the lapse of restrictions on Restricted Stock, or
upon any other taxable event arising as a result of any
Incentive Awards, Grantees may elect, subject to the approval of
the Committee in its discretion, to satisfy the withholding
requirement, in whole or in part, by having the Company withhold
shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax which could
be imposed on the transaction. All such elections shall be made
in writing or electronically, as permitted by the Committee in
its discretion, and shall be subject to any restrictions or
limitations that the Committee, in its discretion, deems
appropriate. Any fraction of a Share required to satisfy such
obligation shall be disregarded and the amount due shall instead
be paid in cash by the Grantee.
(c) Loans. To the extent permitted
by the Sarbanes-Oxley Act of 2002 or other applicable law, the
Committee may provide for loans, on either a short term or
demand basis, from the Company to a Grantee who is an Employee
or Consultant to permit the payment of taxes required by law.
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6.3
|
No
Guarantee of Tax Consequences
|
Neither the Company nor the Committee makes any commitment or
guarantee that any federal, state or local tax treatment will
apply or be available to any person participating or eligible to
participate hereunder.
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6.4
|
Designation
of Beneficiary by Participant
|
Each Grantee may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his
death before he receives any or all of such benefit. Each such
designation shall revoke all prior designations by the same
Grantee, shall be in a form prescribed by the Committee, and
will be effective only when filed by the Grantee in writing or
electronically with the Committee during the Grantees
lifetime. In the absence of any such designation, benefits
remaining unpaid at the Grantees death shall be paid to
the Grantees estate.
The Committee may permit a Grantee to defer such Grantees
receipt of the payment of cash or the delivery of shares that
would otherwise be due to such Grantee by virtue of the lapse or
waiver of restrictions with respect to Restricted Stock, or the
satisfaction of any requirements or goals with respect to Other
Stock-Based Awards. If any such deferral election is permitted,
the Committee shall, in its discretion, establish rules and
procedures for such payment deferrals to the extent consistent
with the Code.
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6.6
|
Amendment
and Termination
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The Board shall have complete power and authority to terminate
or amend the Plan at any time; provided, however, the Board
shall not, without the approval of the stockholders of the
Company (within the time period required by applicable law, if
any) (a) except as provided in Section 5.5,
increase the maximum number of shares which may be issued under
the Plan pursuant to Section 1.4, (b) amend the
requirements as to the class of Employees eligible to be granted
Awards under the Plan, (c) to the extent applicable,
increase the maximum limits on Incentive Awards to Employees as
set for compliance with the Performance-Based Exception,
(d) extend the term of the Plan, (e) permit the
cancellation or purchase by the Company of Incentive Awards of
Options for which the shares have a current Fair Market Value
that is less than the Fair Market Value of the shares under the
Option on the date of grant, (f) to the extent applicable,
decrease the authority granted to the Committee under the Plan
in contravention of
Rule 16b-3
under the Exchange Act, (g) amend any Stock Option or SAR
to reduce its initial Exercise Price or grant price,
(h) cancel or replace any Stock Option or SAR with Stock
Options or SARs having a lower Exercise Price or grant price or
(i) to the extent applicable, modify the Performance
Criteria for Awards intended to qualify for the
Performance-Based Exemption.
Except as otherwise provided in Section 6.14, no
termination, amendment, or modification of the Plan shall
adversely affect in any material way any outstanding Incentive
Award previously granted to a Grantee under the Plan, without
the written or electronic consent of such Grantee or other
designated holder of such Incentive Award.
In addition, to the extent that the Committee determines that
(a) the listing or qualification requirements of any
national securities exchange or quotation system on which the
Common Stock is then listed or quoted, if applicable, or
(b) the Code (or regulations promulgated thereunder),
require stockholder approval in order to maintain compliance
with such listing requirements or to maintain any favorable tax
advantages or qualifications, then the Plan shall not be amended
in such respect without approval of the Companys
stockholders.
The granting of Incentive Awards and the issuance of shares
under the Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.
Certificates evidencing shares of Common Stock delivered under
this Plan (to the extent that such shares are so evidenced) may
be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the rules and
regulations of the Securities and Exchange Commission, any
A-16
securities exchange or transaction reporting system upon which
the Common Stock is then listed or to which it is admitted for
quotation, and any applicable federal or state securities law,
if applicable. The Committee may cause a legend or legends to be
placed upon such certificates (if any) to make appropriate
reference to such restrictions.
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6.8
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Rule 16b-3
Securities Law Compliance and Compliance with Company
Policies
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With respect to Insiders to the extent applicable, transactions
under the Plan are intended to comply with all applicable
conditions of
Rule 16b-3
under the Exchange Act. With respect to Grantees who are
directors or executive officers of the Company, transactions
under the Plan are intended to comply with Securities
Regulation BTR and, with respect to all Grantees, with the
Companys insider trading policies as revised from time to
time or such other similar Company policies, including but not
limited to, policies relating to black out periods. Any
ambiguities or inconsistencies in the construction of an
Incentive Award or the Plan shall be interpreted to give effect
to such intention. However, to the extent any provision of the
Plan or action by the Committee fails to so comply, it shall be
deemed null and void to the extent permitted by law and deemed
advisable by the Committee in its discretion.
All obligations of the Company under the Plan with respect to
Incentive Awards granted hereunder shall be binding on any
successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all
of the business
and/or
assets of the Company.
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6.10
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Miscellaneous
Provisions
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(a) No Employee, Consultant, Outside Director, or other
person shall have any claim or right to be granted an Incentive
Award under the Plan. Neither the Plan, nor any action taken
hereunder, shall be construed as giving any Employee,
Consultant, or Outside Director any right to be retained in the
Employment or other service of the Company or any Parent or
Subsidiary.
(b) No shares of Common Stock shall be issued hereunder
unless counsel for the Company is then reasonably satisfied that
such issuance will be in compliance with federal and state
securities laws, if applicable.
(c) The expenses of the Plan shall be borne by the Company.
(d) By accepting any Incentive Award, each Grantee and each
person claiming by or through him shall be deemed to have
indicated his acceptance of the Plan.
In the event that any provision of this Plan shall be held
illegal, invalid or unenforceable for any reason, such provision
shall be fully severable, but shall not affect the remaining
provisions of the Plan, and the Plan shall be construed and
enforced as if the illegal, invalid, or unenforceable provision
was not included herein.
Whenever the context so requires, words of the masculine gender
used herein shall include the feminine and neuter, and words
used in the singular shall include the plural. Section headings
as used herein are inserted solely for convenience and reference
and constitute no part of the interpretation or construction of
the Plan.
The Plan 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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6.14
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Compliance
with Code Section 409A
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To the extent that the Committee determines that any Incentive
Award granted under the Plan is subject to Section 409A of
the Code, the applicable Award Letter shall incorporate the
terms and conditions necessary to avoid the consequences
specified in Section 409A(a)(1) of the Code. To the extent
applicable, the Plan and Award Letters shall be interpreted and
construed in compliance with Section 409A of the Code and
Treasury Department regulations and other interpretive guidance
issued thereunder. In the event that the Board determines that
any Award may be subject to Section 409A of the Code, the
Board may, without the consent of Participants, including the
affected Participant, but subject to the stockholder approval
requirements of Section 6.6, if applicable, adopt
such amendments to the Plan and the applicable Award Letters or
adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any
other actions, that the Board determines are necessary or
appropriate to (i) exempt the Incentive Award from
Section 409A of the Code or (ii) comply with the
requirements of Section 409A of the Code and Treasury
Department regulations and other interpretive guidance issued
thereunder.
IN WITNESS WHEREOF, Bristow has caused this Plan to be duly
executed in its name and on its behalf by its duly authorized
officer.
BRISTOW GROUP INC.
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By:
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/s/ Randall
A. Stafford
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Randall A. Stafford
Vice President and General Counsel,
Corporate Secretary
A-18
PROXY
BRISTOW GROUP INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder of Bristow Group Inc., a Delaware corporation (the
Company), hereby appoints William E. Chiles and Randall A. Stafford, and each of them, proxies
with power of substitution to vote and act for the undersigned, as designated on the reverse side,
with respect to the number of shares of the common stock the undersigned would be entitled to vote
at the Annual Meeting of Stockholders of the Company to be held at the Westchase Marriott Hotel,
2900 Briarpark Drive, Houston, Texas, on Thursday, August 2, 2007, at 10:00 a.m., and at any
adjournments thereof, and, at their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED HEREIN BY THE STOCKHOLDER. IF
NO DIRECTION IS SPECIFIED WHEN THE DULY EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE COMPANY.
The Board of Directors of the Companys recommends that you vote FOR each of the nominees
listed on the reverse side for election as Directors of the Company, FOR approval and ratification
of the selection of KPMG LLP as the Companys independent auditors for the fiscal year ending March
31, 2008 and FOR proposals three, four and five described in the notice and proxy statement.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
Address Change/Comments (Mark the corresponding box on the reverse side)
6 FOLD AND DETACH
HERE 6
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Please
Mark Here
for Address
Change or
Comments
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SEE
REVERSE SIDE
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1) Election of the following nominees as Directors:
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FOR
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WITHHOLD |
all nominees
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for all nominees |
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Withhold for the following only: (Write the name(s) of the nominee(s) below)
01 Thomas N. Amonett, 02 Charles F. Bolden, Jr. 03 Peter N. Buckley,
04 Stephen J. Cannon, 05 Jonathan H. Cartwright, 06 William E. Chiles,
07 Michael A. Flick, 08 Thomas C. Knudson and 09 Ken C. Tamblyn.
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FOR
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AGAINST
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ABSTAIN |
2) Approval of an amendment of
the Companys Certificate of
Incorporation to increase the
number of authorized shares of
common stock.
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o
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FOR
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AGAINST
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ABSTAIN |
3) Approval of an amendment to
the Companys Certificate of
Incorporation to eliminate the
Series B Preference Shares.
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FOR
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AGAINST
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ABSTAIN |
4) Approval of an amendment to
adopt the Bristow Group Inc. 2007
Long Term Incentive Plan.
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FOR
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AGAINST
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ABSTAIN |
5) Approval and ratification of
the selection of KPMG LLP as the
Companys independent auditors for
the fiscal year ending March 31,
2008.
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The undersigned hereby acknowledges receipt of a copy of the accompanying
Notice of Annual Meeting of Stockholders and Proxy Statement and the Companys
annual report for the year ended March 31, 2007 and hereby revokes any proxy or
proxies heretofore given.
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Signature |
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Signature |
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Please mark, date and sign as your account name appear and return in the
enclosed envelope. If acting as executor, administrator, trustee or guardian,
etc., you should indicate same when signing. If the signer is a corporation or
partnership, please sign the full corporate name or partnership name by duly
authorized officer or person. If the shares are held jointly, each joint
stockholder named should sign. |
6 FOLD AND DETACH
HERE 6
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed and returned your proxy card.
Internet
http://www.proxyvoting.com/brs
Use the Internet to vote
your proxy. Have your proxy
card in hand when you access
the Web site. OR . . .
Telephone
1-866-540-5760
Use any
touch-tone
telephone to vote
your proxy. Have
your proxy card in
hand when you
call. OR . . .
Mail
Mark, sign and
date your proxy card
and return it in the
enclosed postage-paid
envelope.
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.