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Deferred Compensation Plan

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Title:

Deferred Compensation Plan

Entities:

Offshore Logistics, Inc.

Date:

2004

Size:

33KB total

Price:

$38

ID:

#1093544

► Plans ► Compensation ► Deferred Compensation Plans
► Energy ► Oil Well Services & Equipment

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EXHIBIT 10-18

Offshore Logistics, Inc.
Deferred Compensation Plan

Effective: January 1, 2004

CONTENTS		i
Article I.	INTRODUCTION	1
1.1	Introduction	1
Article II.	DEFINITIONS	2
2.1	Accounts	2
2.2	Benefit Distribution Date	2
2.3	Board of Directors	2
2.4	Code	2
2.5	Company	2
2.6	Compensation	2
2.7	Compensation Committee	2
2.8	Deferral Election(s)	3
2.9	Effective Date	3
2.10	Eligible Employee	3
2.11	Employee Deferral Credits	3
2.12	Employer Credits	3
2.13	ERISA	3
2.14	Participant	3
2.15	Plan	3
2.16	Plan Year	3
2.17	Savings Plan	3
2.18	Vanguard Funds	4
Article III.	PARTICIPATION	5
3.1	Eligibility to Participate	5
3.2	Plan Entry Date	5
3.3	Change in Status as Eligible Employee	5
Article IV.	PARTICIPANT ACCOUNTS, PARTICIPANT ELECTIONS	6
4.1	Establishment of Participant Accounts	6
4.2	Employee Base Pay Deferral Credits	6
4.3	Deferral Election - Base Pay Deferral Account	6
4.4	Employee Incentive Pay Deferral Credits	7
4.5	Restorative Employee Contribution Credits	7
4.6	Restorative Employer Matching Contribution Credits	7
4.7	Discretionary Contribution Credits	7
4.8	Employer Contribution Credits	8
4.9	Credits for Investment Earnings / Debits for Investment Losses	8
Article V.	VESTING OF ACCOUNTS	10
5.1	Vesting of Deferral Accounts	10
5.2	Vesting of Employer Accounts	10
5.3	Forfeitures	10
Article VI.	PAYMENT OF BENEFITS	11
6.1	Scheduled Withdrawals	11
6.2	Payment of Benefits at Termination	11
6.3	Form of Distribution	11
6.4	Payment For Unforeseen Emergency	12
6.5	Payment of Disability Benefits	12
6.6	Payment of Non-Scheduled Withdrawals	12
6.7	Payment Upon Termination of Employment	12
6.8	Payment of Death Benefits	13
6.9	Valuation of Distributions	13
6.10	Change of Control	13
Article VII.	AMENDMENT OR TERMINATION OF PLAN	14
7.1	Amendments Generally	14
7.2	Right to Terminate	14
Article VIII.	MISCELLANEOUS	15
8.1	Unfunded Plan	15
8.2	Nonguarantee of Employment	15
8.3	Nonalienation of Benefits	15
8.4	Taxes and Withholding	15
8.5	Applicable Law	16
8.6	Headings and Subheadings	16
8.7	Severability	16
Article IX.	ADMINISTRATION OF THE PLAN	17
9.1	Powers and Duties of the Compensation Committee	17
9.2	Powers and Duties of the Company	17
9.3	Claims Procedure	17

EXECUTION OF DOCUMENT

APPENDIX A - RESIDENTS OF THE UNITED KINGDOM

Article I. INTRODUCTION

1.1 Introduction

Offshore Logistics, Inc. Deferred Compensation Plan (the “Plan”) has been established by Offshore Logistics, Inc. (the “Company”) for the purpose of providing deferred compensation for a select group of senior management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Company.

This Plan is intended to constitute a non-qualified, unfunded plan for federal tax purposes and for purposes of Title I of ERISA. This Plan is to be maintained according to the terms of this document and the Company or its designee shall have the sole authority to construe, interpret and administer the Plan.

Article II. DEFINITIONS

Wherever used in the Plan, the following terms have the meanings set forth below, unless otherwise expressly provided:

2.1 Accounts

Accounts mean the Base Pay Deferral Account (as defined in Article 4.2), Incentive Pay Deferral Account (as defined in Article 4.4), Restorative Employee Contribution Account (as defined in Article 4.5), Restorative Employer Matching Contribution Account (as defined in Article 4.6), Discretionary Contribution Account (as defined in Article 4.7), and Employer Contribution Account (as defined in Article 4.8) established by the Compensation Committee for each participant electing to defer Compensation or hold other Company contributions. The Company will credit the Accounts with Deferral Credits and Investment Credits as specified in the Plan.

2.2 Benefit Distribution Date

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Offshore Logistics, Inc. Deferred Compensation Plan