$220,448 Uses in 2012 Equity and Performance Cash Grants Clause

2012 Equity and Performance Cash Grants from Separation Agreement and Release

THIS SEPARATION AGREEMENT AND RELEASE (this Agreement) is made by and between BRISTOW GROUP, INC., a Delaware corporation (Company), and RANDALL A. STAFFORD (Executive) this 25th day of June, 2012 (Effective Date). Company and Executive are sometimes referred to collectively as the Parties or individually as a Party.

2012 Equity and Performance Cash Grants. Effective May 25, 2012 the Company granted Executive the following equity grants and performance cash awards: (i) 5082 Restricted Stock Units subject to applicable vesting (the 2012 RSUs); (ii) 13,885 non-qualified stock options to acquire Company $.01 par value Common Stock with a strike price of $43.38 per share and subject to applicable vesting (the 2012 Stock Options) and (iii) performance cash awards equal to $220,448.00 (money) values">$220,448.00 (the 2012 Performance Cash Awards). In connection with Executives termination of employment with Company, Executive and the Company have agreed that the 2012 Stock Options and the 2012 Performance Cash Awards shall be forfeited by Executive on the Termination Date. Executive and Company have also agreed that the 2012 RSUs shall be cancelled on the Termination Date in exchange for a new Performance Cash Award of $220,448 which shall be payable to the Executive at the end of the Term of the Consulting Agreement described in Section 27, below (the Consulting Agreement), if, at the end of the Term of the Consulting Agreement the Company, acting by and through the Chairman of the Compensation Committee or the Chief Executive Officer of the Company, determines, in its sole discretion, that Executive has properly and timely performed the Consultant Services (as defined in the Consulting Agreement) in accordance with the Standard of Care required by the Consulting Agreement.