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SEC Filings

DEF 14A
BRISTOW GROUP INC filed this Form DEF 14A on 06/21/2018
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Salary
Multiple (1)
 
Target Bonus
Multiple (2)
 
Vesting of
Equity Awards (3)
 
Extended
Health and other
Benefits (4)
 
Total
Mr. Baliff
$
1,400,000

 
$
700,000

 
$
3,491,771

 
$
29,965

 
$
5,621,736

Mr. Miller
$
425,000

 
$
318,750

 
$
1,349,728

 
$
29,965

 
$
2,123,443

Mr. Corbett
$
308,069

 
$
154,134

 
$
213,203

 
$

 
$
675,406

Mr. Phillips
$
310,000

 
$
155,000

 
$
272,209

 
$
18,144

 
$
755,353

Mr. Allman
$
300,000

 
$
150,000

 
$
353,421

 
$
21,435

 
$
824,856

Mr. Akiri
$
425,000

 
$
276,250

 
$
916,793

 
$

 
$
1,618,043

Mr. Earle
$
425,000

 
$
276,250

 
$
884,956

 
$
38,975

 
$
1,625,181

(1) 
Except for Messrs. Akiri and Earle, assumes the salary in effect on April 1, 2018. A lump sum cash payment of $752,716 was paid to Mr. Akiri and a lump sum cash payment of $752,716 was paid to Mr. Earle as severance pay equal to twelve months salary, their target bonus for fiscal year 2018 and a pro-rated portion of their target bonus covering the period from April 1, 2017 to June 8, 2017, which was their respective departure date from the Company.
(2) 
Except for Messrs. Akiri and Earle, assumes the target bonus percentage in effect on April 1, 2018. In addition to the amount set forth above, each officer will also be eligible for a prorated target bonus equal to the target bonus opportunity for the year in which the officer’s termination of employment occurs multiplied by a fraction, the numerator of which is the number of days the officer was employed during the fiscal year in which the officer’s termination of employment occurs and the denominator of which is 365. A lump sum cash payment of $752,716 was paid to Mr. Akiri and a lump sum cash payment of $752,716 was paid to Mr. Earle as severance pay equal to twelve months salary, their target bonus for fiscal year 2018 and a pro-rated portion of their target bonus covering the period from April 1, 2017 to their respective departure dates. Messrs. Akiri and Earle also received cash payments for their 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 $94,542 (Mr. Akiri) and $80,992 (Mr. Earle). Messrs. Akiri and Earle also received cash payments for unused paid time off totaling $30,925 (Mr. Akiri) and $28,481 (Mr. Earle).
(3) 
Assumes that the triggering event took place on March 30, 2018, the last business day of fiscal year 2018, and a price per share of $13.00, the closing market price of our common stock as of March 29, 2018, the final trading day of fiscal year 2018. For Messrs. Akiri and Earle, the amount shown is based on the closing market price as of June 8, 2017 of $7.16 per share, which was their respective departure date from the Company.
(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. Mr. Akiri did not elect COBRA insurance coverage for up to 18 months starting on July 1, 2017. The amount for Mr. Earle includes $38,975 as estimated reimbursement to Mr. Earle and his beneficiaries for COBRA insurance coverage for up to 18 months starting on July 1, 2017. The Company is also responsible for providing outplacement services to Messrs. Akiri and Earle for up to 12 months following their departure date at a cost yet to be determined which is not included in the amount shown.
Additionally, if during fiscal year 2018 any NEO’s (other than Mr. Allman) employment was terminated by the Company without Cause or if Mr. Baliff terminated his employment for Good Reason within the two years following a change in control of our Company, he or she would have been entitled pursuant to our Severance Policy or Mr. Baliff’s employment agreement to a prorated portion of his or her annual incentive target bonus for the fiscal year, cash severance equal to three times the sum of the NEO’s base salary and the highest annual bonus paid to such NEO during the past three years, accelerated vesting and payment of equity and cash incentive awards under the LTIP, a cash amount equal to COBRA premiums for 18 months and outplacement services for twelve months. With respect to Mr. Baliff, “Good Reason” included a material failure of us to comply with the provisions of his employment agreement regarding his position or compensation, a relocation of more than fifty miles of his principal office that created a material and unreasonable burden, or action or inaction by our Board that caused him to be named in a legal proceeding with respect to which indemnification does not apply or that required or could require him to commit fraud, violate material policies or laws regarding accounting rules or any conduct that could result in indictment for a felony or misdemeanor involving moral turpitude. The definition of “Change in Control” included, 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 Company’s Board (iii) approval by the stockholders of the Company of a merger, unless immediately following such merger, substantially all of the holders of the Company’s securities immediately prior to merger beneficially own more than 50.1% of the common stock of the entity resulting from such merger, and (iv) the sale or other disposition of all or substantially all of the assets of the Company.
The amounts set forth below would have been payable if the listed NEO’s employment had been terminated pursuant to a change in control event on March 31, 2018.

 
BRISTOW GROUP INC.2018 Proxy Statement – 52


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