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EX-10.1 - EXHIBIT 10.1 - Bristow Group Incexhibit101earle7182017.htm



Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2017
Bristow Group Inc.
(Exact name of registrant as specified in its charter)

 (State or other jurisdiction
 of incorporation)
 (Commission File Number)
 (IRS Employer
 Identification No.)

2103 City West Blvd.,
 4th Floor
 Houston, Texas
 (Address of principal executive offices)
 (Zip Code)  

Registrant's telephone number, including area code: (713) 267-7600

Former Name or Former Address, if Changed Since Last Report: NONE
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]


Item 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, pursuant 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”).
Pursuant to the Separation Agreement and Severance Plan, Mr. Earle will be entitled to each of the following items:
Cash Payments
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;
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
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.

Equity Treatment and Performance Awards
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;
Mr. Earle’s vested stock options shall remain exercisable until August 8, 2018; and
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.

Miscellaneous Benefits
Mr. Earle will also receive outplacement services for up to twelve months following the Effective Departure Date;
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
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.

Item 9.01
Financial Statement and Exhibits
(d) Exhibits
Exhibit Number
Description of Exhibit
Separation Agreement and Release in Full dated July 14, 2017 between the Company and E. Chipman Earle


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: July 18, 2017
/s/ David C. Searle
David C. Searle
Interim General Counsel and Corporate Secretary