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DEF 14A
BRISTOW GROUP INC filed this Form DEF 14A on 06/21/2018
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(5) 
Annual Incentive Compensation awards that were paid to each NEO (other than Messrs. Akiri and Earle) in cash in June 2018 based on key performance indicators for the fiscal year 2018. Messrs. Akiri and Earle received annual cash performance awards for fiscal year 2018 which became fully vested and earned at the target performance level and a prorated portion of target bonus covering the period from April 1, 2017 to June 8, 2017, in each case in accordance with the 2014 Severance Policy.
(6) 
Mr. Akiri’s unvested stock options and unvested restricted stock unit grants awarded in June 2015 and June 2016 fully vested on August 8, 2017. The expiration date of each of his vested options accelerated to August 8, 2018 pursuant to the terms of the Akiri Separation Agreement. In accordance with the 2014 Severance Policy, Mr. Akiri’s performance cash awards granted in June 2015 and June 2016 became fully vested and earned at the target performance level, and were paid to Mr. Akiri on August 8, 2017.
(7) 
Mr. Earle’s unvested stock options and unvested restricted stock unit grants awarded in June 2015 and June 2016 fully vested on July 25, 2017. The expiration date of each of his vested options accelerated to August 8, 2018 pursuant to the terms of the Earle Separation Agreement. In accordance with the 2014 Severance Policy, Mr. Earle’s performance cash awards granted in June 2015 and June 2016 became fully vested and earned at the target performance level, and were paid to Mr. Earle on July 25, 2017.
Employment and Severance Agreements
Mr. Baliff and the Company entered into an employment agreement, effective as of October 11, 2010. The agreement had an initial term of one year which is automatically extended by successive one-year periods unless either party gives appropriate notice of nonrenewal. Under the agreement, the Company will credit an annual amount equal to the difference between the percentage matching contribution made by the Company to Mr. Baliff’s 401(k) Plan Account and up to 15% of Mr. Baliff’s annual salary and bonus to Mr. Baliff’s Deferred Compensation Plan Account. The Company provides Mr. Baliff with a term life insurance policy in the amount of $500,000 payable to his designated beneficiaries. If Mr. Baliff’s employment is terminated by the Company or by him for Good Reason (as those terms are defined in Mr. Baliff’s employment agreement) or due to death or disability within two years of a Change of Control, as defined, he will be entitled to a lump sum cash payment equal to three times the sum of Mr. Baliff’s annual base salary and highest annual incentive bonus received by him for any of the last three fiscal years, along with other benefits including vesting of outstanding long-term incentive awards. The agreement also contains confidentiality, non-competition, employee non-solicitation and other provisions. Mr. Baliff’s severance benefits under his employment agreement that related to a termination without cause outside of a Change of Control expired per the terms of the employment agreement, but Mr. Baliff is nevertheless eligible to participate in the Company’s Management Severance Benefits Plan for U.S. Employees amended June 12, 2017, which provides that in the event of his involuntary termination without cause (other than during the two years following a change in control of the Company) he would be entitled to a severance payment equal to two times his base salary, payment of a prorated target bonus for the year of termination subject to achievement of minimum performance objectives, pro rated vesting of outstanding equity and performance cash awards granted prior to June 12, 2017 subject to achievement of minimum performance objectives, and to certain continued welfare benefits and outplacement services. As described above, effective June 1, 2018, Mr. Baliff’s base salary is $721,000.
The Compensation Committee determined to discontinue entering into employment agreements with executive officers hired after June 2012. Accordingly, none of Messrs. Corbett, Miller or Phillips has an employment agreement.
As we previously announced on June 9, 2017, Mr. Akiri departed the Company as Senior Vice President and Chief Commercial Officer of the Company on June 8, 2017. Mr. Akiri and the Company entered into a Separation Agreement and Release in Full, dated June 28, 2017 (the “Akiri Separation Agreement”), to specify the terms of his departure from the Company, pursuant to which Mr. Akiri received benefits generally consistent with the termination without cause terms set forth in the 2014 Severance Policy in effect at the time of his departure. The Akiri Separation Agreement contains certain restrictive covenants and confidentiality provisions, including non-compete, non-solicitation and non-disparagement obligations continuing for twelve months after June 8, 2017. Pursuant to the Akiri Separation Agreement, Mr. Akiri provided transition support services to the Company for the period from June 8, 2017 to July 8, 2017. The Compensation Committee considered these covenants and provisions and the importance of a successful, mutually amicable transition of senior management roles when it approved the Akiri Separation Agreement.
As we previously announced on June 9, 2017, Mr. Earle departed the Company as Senior Vice President, Chief Legal and Support Officer and Corporate Secretary of the Company on June 8, 2017. Mr. Earle and the Company entered into a Separation Agreement and Release in Full, dated July 14, 2017 (the “Earle Separation Agreement”), to specify the terms of his departure from the Company, pursuant to which Mr. Earle received benefits generally consistent with the termination without cause terms under the 2014 Severance Policy in effect at the time of his departure. The Earle 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 June 8, 2017. The Earle Separation Agreement does not contain any non-compete restrictive covenants. Pursuant to the Earle Separation Agreement, Mr. Earle provided transition support services to the Company for the period from June 8, 2017 to July 8, 2017. The Compensation Committee considered these covenants and provisions and the importance of a successful, mutually amicable transition of senior management roles when it approved the Earle Separation Agreement.

 
BRISTOW GROUP INC.2018 Proxy Statement – 48


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