Bristow Group Inc. (NYSE:BRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

Awards Under the Bristow Group Inc. 2007 Long Term Incentive
Plan.

On June12, 2017, the Compensation Committee (the Compensation
Committee) of the Board of Directors of Bristow Group Inc., a
Delaware corporation (the Company), approved awards of stock
options, restricted stock units and long-term performance cash to
each of the Named Executive Officers listed below under the
Bristow Group Inc. 2007 Long Term Incentive Plan (as amended, the
2007 Plan):

The exercise price per share for the stock options is $7.03, the
closing price of our Common Stock on the June12, 2017 grant date.
Each of the stock options has a ten-year term starting on the
grant date of June12, 2017. The options will vest in annual
installments of one-third each beginning on the first anniversary
of the grant date. Restricted stock units will vest in full on
the third anniversary of the grant date, subject to satisfaction
of the minimum performance objective described below.

One half of each performance cash award will be earned depending
on how the Companys total shareholder return (TSR) ranks among
the companies included in the Simmons Company Offshore
Transportation Services group of companies over a three-year
performance period ending March31, 2020. The cash payout with
respect to TSR performance over the three-year performance period
then can range from 50% to 200% of the target amount for TSR
ranging from the 25^th
percentile to the 75^th
percentile. Any payout of the performance cash awards is subject
to satisfaction of the minimum performance objective described
below. Additionally, in the event that the Companys TSR over the
three-year performance period is negative, then the participants
cannot receive more than the targeted amount of performance cash
regardless of the ultimate ranging within the Simmons Company
Offshore Transportation Services group for the period.
Alternatively, if the Companys TSR over the three-year
performance period is at least 20%, then the participants cannot
receive less than the targeted amount of performance cash
regardless of the ultimate ranking.

The other half of each performance cash award will be earned
based on absolute performance in respect of improved average
adjusted earnings per share for the Company over the three-year
performance period beginning on April1, 2017. The adjusted
earnings per share for fiscal year 2017 was an adjusted loss of
$2.13 per share, so the Compensation Committee decided that the
target for such performance cash award will be equal to
two-thirds of the difference between such amount and zero, i.e.
an average adjusted loss of $0.71 per share for the three fiscal
years of the three year performance cycle. The threshold average
adjusted earnings per share will be set at $0.70 less than the
targeted amount, i.e., an average adjusted loss of $1.41 per
share for the three fiscal years of the performance cycle, at
which the entry multiple will be zero. The maximum average
adjusted earnings per share will be set at $1.40 more than the
targeted amount, i.e., an average adjusted earnings per share of
$0.69. Linear interpolation will be used to determine the
appropriate multiple for achievement between these levels. The
cash payout can range from 0% to 300% of the target for average
adjusted earnings per share over the three-year performance
period.

The Compensation Committee established a minimum performance
objective applicable to restricted stock units and long-term
performance cash awards authorized on June12, 2017. The minimum
performance objective is positive earnings before interest,
taxes, depreciation, amortization and rent during any fiscal
quarter commencing with the fiscal quarter beginning July1, 2017
and ending prior to the vesting of the restricted stock units and
prior to the end of the performance cycle applicable to such
long-term performance cash awards. If the minimum performance
objective is not satisfied, the Named Executive Officers will
forfeit the fiscal year 2018 grants of restricted stock units and
long-term performance cash awards. If the minimum performance
objective is satisfied, the Named Executive Officers will be
eligible to earn the full restricted stock unit award subject to
time-based vesting and will be eligible for the maximum award
under the long-term performance cash awards subject to reduction
based on relative TSR and absolute adjusted earnings per share
improvement, individual performance and the discretion of the
Compensation Committee.

Each of the awards under the 2007 Plan is dependent on the Named
Executive Officers continued employment with the Company, subject
to the conditions and exceptions specified in the awards.

The foregoing description of stock options, restricted stock
units and performance cash awards is qualified in its entirety by
the Summaries of Terms and Conditions of stock option, restricted
stock unit and performance cash awards attached hereto as
Exhibits10.1, 10.2 and 10.3, respectively.

Awards Under the Bristow Group Inc. Fiscal Year 2017 Annual
Incentive Compensation Plan.

On June12, 2017, the Compensation Committee approved the payment
of bonuses to participants of the Bristow Group Inc. Fiscal Year
2017 Annual Incentive Compensation Plan (the 2017 Plan) which was
approved on June7, 2016 as disclosed in our prior Form8-K filed
on June9, 2016, in which certain key employees of the Company,
including each of the Named Executive Officers listed below, are
eligible to participate. The 2017 Plan provides for payment of
cash bonuses to participants following the completion of the
fiscal year subject to the attainment of certain performance
goals. Performance goals include Bristow Value Added (BVA),
safety measures and a portion related to individual performance,
all as defined in the 2017 Plan. The Compensation Committee also
established on June7, 2016 a minimum performance objective for
officers of the Company set forth in the Supplement to the 2017
Plan (which was disclosed in our prior Form 8-K filed on June9,
2016) of positive earnings before interest, taxes, depreciation
and amortization for any fiscal quarter during fiscal year 2017
commencing with the fiscal quarter commencing July1, 2016. If the
minimum performance objective was not satisfied, the Named
Executive Officers would not have been entitled to any award
under the 2017 Plan. However, given that the minimum performance
objective was satisfied as previously determined and certified by
the Compensation Committee and confirmed on June12, 2017, each
Named Executive Officer listed below was eligible to earn the
applicable maximum award under the 2017 Plan, which was
subsequently reduced at the discretion of the Compensation
Committee based on Company performance relative to BVA and safety
measures and individual performance. The amounts paid were
derived after confirming satisfaction of the minimum performance
objective and reviewing the performance goals in comparison to
actual fiscal year 2017 results. The following are the amounts
approved for the applicable Named Executive Officers:

Prior to the Compensation Committees consideration of his award,
Jonathan Baliff, our Chief Executive Officer, advised that he
would not accept an annual cash incentive award for fiscal year
2017 in recognition of the continuing challenges faced by the
Company as a result of the oil and gas market downturn and other
external events such as the grounding of the Airbus Helicopters
H225 fleet. Subject to execution of a severance agreement,
certain of our former executive officers who departed the Company
prior to June12, 2017 will be entitled to receive payments under
the 2017 Plan.

Fiscal Year 2018 Annual Incentive Compensation Plan.

On June12, 2017, the Compensation Committee approved the Bristow
Group Inc. Fiscal Year 2018 Annual Incentive Compensation Plan
(the 2018 Plan) involving a redesign of the Companys executive
compensation program intended to align better with the Companys
business strategy while at the same time addressing specific
concerns raised by stockholders who met with the chairman of the
Compensation Committee and management regarding share dilution,
financial metrics and certain performance cash measurement and
payment practices. Certain key employees of the Company,
including each of the Named Executive Officers are eligible to
participate in the 2018 Plan. The 2018 Plan provides for payment
of cash bonuses to participants following the completion of the
fiscal year subject to the attainment of certain performance
goals. Performance goals include Return on Invested Capital,
safety measures and a portion related to the Companys STRIVE
performance goals, all as defined in the 2018 Plan. The
Compensation Committee also established a minimum performance
objective for officers of the Company set forth in the Supplement
to the 2018 Plan of positive earnings before interest, taxes,
depreciation, amortization and rent during any fiscal quarter
during fiscal year 2018 commencing with the fiscal quarter
beginning July1, 2017. If the minimum performance objective is
not satisfied, the Named Executive

Officers will not be entitled to any award under the 2018 Plan.
If the minimum performance objective is satisfied, each Named
Executive Officer will be eligible to earn the applicable maximum
award under the 2018 Plan, subject to reduction for Company
performance relative to certain Return on Invested Capital
measures, safety measures, individual performance with respect to
the Companys STRIVE performance goals and the discretion of the
Compensation Committee. The following are the target and maximum
participation levels expressed as a percentage of annual salary
for each of the Named Executive Officers listed below:

The foregoing description of the 2018 Plan and the Supplement
thereto is qualified in its entirety by the 2018 Plan and the
Supplement, copies of which are attached hereto as Exhibits 10.4
and 10.5, respectively.

Retention Agreements.

On June12, 2017, the Compensation Committee entered into a
retention agreement (each, a Retention Agreement) with each of
the following executives in order to incentivize their continued
employment with the Company with high performance, with the
following amounts to be awarded:

Subject to remaining employed in good standing, at the time of
payment, 50% of the award amount shall be paid to the executive
on December29, 2017, and the remaining 50% shall be paid on
June29, 2018. Any unpaid portion of the award will be forfeited
upon termination of the executive, except to the extent to which
the executive is entitled to severance benefits under the
Companys Management Severance Benefits Plan for U.S. Employees,
in which case the executive will remain entitled to receive any
unpaid installment(s) payable to his or her Retention Agreement
as of the date of termination, which shall be paid on the
applicable payment date

The description of the Retention Agreements set forth above is
qualified in its entirety by the Retention Agreements, which are
filed as Exhibits 10.6 and 10.7 hereto.

On June12, 2017, the Compensation Committee approved amendments
to the Companys Management Severance Benefits Plan for U.S.
Employees and Management Severance Benefits Plan for Non-U.S.
Employees (together, the Severance Policy).Under the Severance
Policy as amended, (i)change-in-control termination payments are
now based on a double trigger requiring both the completion of a
change-in-control transaction as well as an involuntary
termination without Cause as defined in the Severance Policy to
ensure such amounts will not be paid when employment continues or
the individual elects to resign voluntarily, (ii)for terminations
not in connection with a change-in-control, cash severance
multiples are limited to the individuals base salary and do not
include a multiple of target bonus, while all participants remain
entitled to a pro-rata target bonus for the year of termination,
and (iii)the Severance Policy provides for the immediate
forfeiture of any unvested equity and cash incentive awards made
on or after June12, 2017.

About Bristow Group Inc. (NYSE:BRS)

Bristow Group Inc. is an industrial aviation services provider and helicopter service provider to the offshore energy industry. The Industrial Aviation Services segment’s operations are conducted primarily through four regions: Europe Caspian, Africa, Americas and Asia Pacific. The Europe Caspian region consists of all its operations and affiliates in Europe and Central Asia, including Norway, the United Kingdom and Turkmenistan. The Africa region consists of all its operations and affiliates on the African continent, including Nigeria, Tanzania and Egypt. The Americas region consists of all its operations and affiliates in North America and South America, including Brazil, Canada, Trinidad and the United States Gulf of Mexico. The Asia Pacific region consists of all its operations and affiliates in Australia and Southeast Asia, including Malaysia and Sakhalin. Additionally, it operates a training unit, Bristow Academy.