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 OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2017, Mr. E. Chipman Earle departed the Company as Senior Vice President, Chief Legal and Support Officer and Corporate Secretary (the “Effective Departure Date”). Mr. Earle and the Company have entered into a Separation Agreement and Release in Full, dated July 14, 2017 (the “Separation Agreement”), to specify the terms of his departure from the Company, to which he will receive benefits generally consistent with a termination without cause under the Bristow Group Inc. Management Severance Benefits Plan for U.S. Employees effective June 4, 2014 (the “Severance Plan”).
to the Separation Agreement and Severance Plan, Mr. Earle will be entitled to each of the following items:
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A lump sum cash payment of $752,716 will be paid to Mr. Earle on or prior to August 8, 2017 (the “Payment Date”) as severance pay equal to twelve months salary, his target bonus for fiscal year 2018 and a pro-rated portion of his target bonus covering the period from April 1, 2017 to his Effective Departure Date; |
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His annual bonus for the fiscal year ended March 31, 2017, in accordance with the Company’s Annual Incentive Compensation Plan and based on actual performance results, in the amount of $80,992; and |
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A separate payment of $28,481 will be paid to Mr. Earle on or prior to the Payment Date as payment for unused vacation days. |
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Equity Treatment and Performance Awards |
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Mr. Earle’s unvested stock options and unvested restricted stock units awarded in June 2015 and June 2016 shall fully vest on July 25, 2017; |
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Mr. Earle’s vested stock options shall remain exercisable until August 8, 2018; and |
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Mr. Earle’s performance cash awards that were awarded in June 2015 and June 2016 shall become fully vested and earned at the target performance level, and shall be paid to Mr. Earle on July 25, 2017. |
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Mr. Earle will also receive outplacement services for up to twelve months following the Effective Departure Date; |
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The Company will pay to Mr. Earle on July 25, 2017 additional compensation of $35,416.67 for having provided diligent assistance with the transition of his duties during the thirty days following the Effective Departure Date; and |
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The Company will reimburse Mr. Earle and his beneficiaries or pay directly for COBRA insurance coverage for up to 18 months starting on the first day of the month following the Effective Departure Date. |
The Separation Agreement contains certain restrictive covenants and confidentiality provisions, including non-solicitation (with the exception of members of the legal department or those engaged in the practice of law on behalf of the Company) and bilateral non-disparagement obligations continuing for twelve months after the Effective Departure Date. The Separation Agreement does not contain any non-compete restrictive covenants.
The description of the Separation Agreement set forth above is qualified in its entirety by the Separation Agreement, which is filed as Exhibit 10.1 hereto. The description of the payments, awards, and benefits above is qualified in its entirety by the Severance Plan, which is filed as Exhibit 10.70 to the Form 10-K filed by the Company on May 20, 2015.
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Item 5.02 |
Financial Statement and Exhibits |
(d) Exhibits
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Exhibit Number |
Description of Exhibit |
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10.1 |
Separation Agreement and Release in Full dated July 14, 2017 between the Company and E. Chipman Earle |
Bristow Group Inc ExhibitEX-10.1 2 exhibit101earle7182017.htm EXHIBIT 10.1 Exhibit SEPARATION AGREEMENT AND RELEASE IN FULLTHIS SEPARATION AGREEMENT AND RELEASE IN FULL (the “Agreement”) is effective as of June 8,…To view the full exhibit click here
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.