- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- S-4 Registration of securities issued in business combination transactions
- 3.1 CHC Helicopter S.a., Articles of Association
- 3.2 6922767 Holding S.ar.l. Articles of Association
- 3.3 Capital Aviation Services B.V. Amended Articles of Association
- 3.4 CHC Capital (Barbados) Limited, Certificate of Incorporation
- 3.5 CHC Capital (Barbados) Limited, Bylaws
- 3.6 CHC Den Helder B.V., Amended Articles of Association
- 3.7 CHC Global Operations (2008) Inc., Certificate of Incorporation
- 3.8 CHC Global Operations (2008) Inc., Bylaws
- 3.9 CHC Global Operations International Inc., Certificate of Incorporation
- 3.10 CHC Global Operations International Inc., Bylaws
- 3.11 CHC Helicopter Holding S.a R.L, Articles of Association
- 3.12 CHC Helicopters (Barbados) Limited, Amended Articles of Incorporation
- 3.13 CHC Helicopters (Barbados) Limited, Bylaws
- 3.14 CHC Holding NL B.V., Deed of Incorporation
- 3.15 CHC Holding (Uk) Limited, Certificate of Incorporation
- 3.16 CHC Holding (Uk) Limited, Amended Memorandum of Association
- 3.17 CHC Hoofddorp B.V., Deed of Incorporation
- 3.18 CHC Netherlands B.V., Amended Articles of Association
- 3.19 CHC Norway Acquisition Co. As, Certificate of Registration
- 3.20 CHC Norway Acquisition Co. As, Articles of Association
- 3.21 CHC Sweden Ab, Certificate of Registration
- 3.22 CHC Sweden Ab, Articles of Association and Rules of Procedure
- 3.23 Helicopter Services Group As, Articles of Association
- 3.24 Helicopter Services Group As, Certificate of Registration
- 3.25 Helikopter Service As, Certificate of Registration
- 3.26 Helikopter Service As, Articles of Association
- 3.27 Heli-one Canada Inc., Certificate of Amalgamation
- 3.28 Heli-one Canada Inc., Bylaws
- 3.29 Heli-one Defence B.V., Amended Articles of Association
- 3.30 Heli-one Holdings (Uk) Limited, Certificate of Incorporation
- 3.31 Heli-one Holdings (Uk) LTD, Memorandum of Association & Articles of Association
- 3.32 Heli-one (Europe) As, Amended Articles of Association
- 3.33 Heli-one (Europe) As, Certificate of Registration
- 3.34 Heli-one Leasing Inc., Certificate of Incorporation
- 3.35 Heli-one Leasing Inc., Bylaws
- 3.36 Heli-one Leasing (Norway) As, Amended Articles of Association
- 3.37 Heli-one Leasing (Norway) As, Certificate of Registration
- 3.38 Heli-one (Norway) As, Amended Articles of Association
- 3.39 Heli-one (Norway) As, Certificate of Registration
- 3.40 Heli-one (Netherlands) B.V., Amended Articles of Association
- 3.41 Heli-one (Uk) Limited, Amended Certificate of Incorporation
- 3.42 Heli-one (Uk) Limited, Amended Articles of Association
- 3.43 Heli-one (Us) Inc., Certificate of Incorporation
- 3.44 Heli-one (Us) Inc., Bylaws
- 3.45 Heli-one USA Inc., Amended Articles of Incorporation
- 3.46 Heli-one USA Inc., Bylaws
- 3.47 Heliworld Leasing Limited, Certificate of Incorporation
- 3.48 Heliworld Leasing Limited, Memorandum of Association and Articles of Association
- 3.49 CHC Leasing (Ireland) Limited, Certificate of Incorporation
- 3.50 CHC Leasing (Ireland) Limited, Memo of Association and Articles of Association
- 3.51 Integra Leasing As, Articles of Association
- 3.52 Integra Leasing As, Certificate of Registration
- 3.53 Lloyd Bass Strait Helicopters Pty. LTD.
- 3.54 Lloyd Bass Strait Helicopters Pty. LTD., Constitution
- 3.55 Lloyd Helicopters International Pty. LTD. Indenture
- 3.56 Lloyd Helicopters International Pty. LTD. Certificate of Registration
- 3.57 Lloyd Helicopters Pty. LTD., Certificate of Registration
- 3.58 Lloyd Helicopters Pty. LTD., Constitution
- 3.59 Lloyd Helicopter Services Limited, Certificate of Incorporation and Memo of Assn
- 3.60 Lloyd Helicopter Services Limited, Articles of Association
- 3.61 Lloyd Helicopter Services Pty. LTD., Certificate of Registration
- 3.62 Lloyd Helicopter Services Pty. LTD., Constitution
- 3.63 Lloyd Offshore Helicopters Pty. LTD., Certificate of Registration
- 3.64 Lloyd Offshore Helicopters Pty. LTD., Constitution
- 3.65 Management Aviation Limited, Certificate of Incorporation
- 3.66 Management Aviation Limited, Memorandum of Association and Articles of Assn
- 3.67 North Denes Aerodrome Limited, Certificate of Incorporation
- 3.68 North Denes Aerodrome Limited, Memorandum of Association and Articles of Assn
- 4.1 Indenture
- 4.3 Registration Rights Agreement
- 4.4 Intercreditor Agreement
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 5.2 Opinion of Simpson, Thacher & Bartlett
- 5.3 Opinion of Loyens & Loeff
- 5.4 Opinion of Harridyal Sodha & Associates
- 5.5 Opinion of Blake, Cassels & Graydon LLP
- 5.6 Opinion of Mallesons Stephen Jaques
- 5.7 Opinion of Advokatfirmaet Thommessan As
- 5.8 Opinion of Advokatfirman Vinge KB
- 5.9 Opinion of Van Doorne N.V.
- 5.10 Opinion of Paull & Williamsons LLP
- 5.11 Opinion of Arthur Cox
- 5.12 Opinion of Dla Piper LLP (Us)
- 10.1 Credit Agreement
- 10.2 Guarantee
- 10.3 Contract
- 10.4 Sale Purchase Agreement
- 10.5 Framework Agreement
- 10.6 2011 Management Equity Plan of 6922767 Holding (Cayman) Inc.
- 10.7 Form of 2011 Option Agreement of 6922767 Holding (Cayman) Inc.
- 10.8 Form of 2011 Restricted Share Unit Grant Agreement
- 10.9 Form of 2011 Subscription Agreement of 6922767 Holding (Cayman) Inc.
- 10.10 2008 Share Incentive Plan of 6922767 Holding (Cayman) Inc.
- 10.11 Form of 2008 Option Agreement of 6922767 Holding (Cayman) Inc.
- 10.12 Form of 2008 Option Rollover Agreement of 6922767 Holding (Cayman) Inc.
- 10.13 Form of 2008 Special a Share Subscription Agreement
- 10.14 Form of 2008 Subscription Agreement of 6922767 Holding (Cayman) Inc.
- 10.15 Management Shareholders Agreement
- 10.16 Employment Agreement - William J. Amelio
- 10.17 Employment Agreement - Christine Baird
- 10.18 Employment Agreement - Neil Calvert
- 10.19 Employment Agreement - Rick Davis
- 10.20 Employment Agreement - Tilmann Gabriel
- 10.21 Employment Agreement - Joan Hooper
- 10.22 Employment Agreement - Michael O'neill
- 10.23 Amended and Restated Employment Agreement - Michael Summers
- 10.24 Amended and Restated Supp Retirement Plan Agreement - Christine Baird
- 10.25 Retirement Compensation Arrangement - Christine Baird
- 10.26 Retirement Compensation Arrangement - Neil Calvert
- 10.27 Amended and Restated Supp Retirement Plan - Neil Calvert
- 10.28 Supplemental Retirement Plan Agreement - Rick Davis
- 10.29 Retirement Compensation Agreement - Rick Davis
- 10.30 Agreement Regarding Termination - Christine Baird
- 10.31 Agreement Regarding Termination - Neil Calvert
- 10.32 Agreement Regarding Termination - Rick Davis
- 10.33 Consulting Agreement - Rick Davis
- 10.34 Compromise Agreement - Tilmann Gabriel
- 10.35 Offer Letter - Michael Summers
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 Schedule of Subsidiaries of 6922767 Holdings S.a R.L.
- 23.13 Consent of Ernst & Young LLP
- 25.1 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Others
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
- COVER Cover
- 9 May 12 Registration of securities issued in business combination transactions (amended)
- 19 Apr 12 Registration of securities issued in business combination transactions (amended)
- 28 Mar 12 Registration of securities issued in business combination transactions (amended)
- 18 Jan 12 Registration of securities issued in business combination transactions
Exhibit 10.35
October 26, 2010 | ||
Mr. Michael Summers | ||
[home address] | ||
Dear Mike, | ||
CHC Helicopter
4740 Agar Drive, Richmond, B.C. Canada V7B 1A3
T 604.276.7500 F 604.247.7106 www.chc.ca | We are pleased to confirm our offer of employment to you for the position of ‘Senior Vice President, Human Resources’, reporting to the President and CEO of the CHC Group. In your role you will be employed by Heli-One American Support, LLC (referred to as “CHC”) in Fort Collins, Colorado. This letter will summarize the terms of your employment including the major features of your compensation and benefits plans and practices, and should be read in conjunction with the Employment Agreement between yourself and Heli-One American Support LLC dated October 4, 2010.
In accepting this offer, your commencement date will be October 4, 2010. Your annual salary will be USD$450,000 to be paid semi-monthly. You will also receive a monthly car allowance of USD$900 to be paid semi-monthly.
Subject to your performance after your (6) month review you will be moved onto a schedule whereby your salary will be reviewed annually based on CHC’s fiscal year (May 01 to April 30) and maintained or increased based on your performance and other factors.
In addition to your salary, you will be eligible to participate in the Company Short Term Incentive Plan (STIP). Under this plan, your annual target performance bonus is eighty five percent (85%) of your annual base salary earnings based on corporate performance. For 2011 plan year, you will receive a guaranteed 7/12thof your bonus entitlement at target or $223,125. |
SVP, Human Resources | Page 1 of 4 |
You will be eligible to participate in the Management Equity Program on the following basis: | ||||||
a) | you will be granted options to purchase 2,782,610 ordinary B shares in the capital stock of 6922767 Holding (Cayman) Inc. (“CaymanCo”) at an exercise price of USD$1.00 per share; | |||||
b) | you will be granted the right to subscribe for 50,000 Special A shares in the capital stock of CaymanCo for the subscription price of USD$0.01 per share; | |||||
Your annual vacation entitlement is twenty (20) days, pro-rated for the first year on CHC’s fiscal year (May 01 to April 30). Effective the first day of the month after your date of hire, you will be eligible for Heli-One’s U.S. benefits plan, a description of which is attached.
You are eligible to participate in the Heli-One 401k plan on the first quarterly plan entry date after three months of continuous employment. In the 401k plan, your salary deferrals will be matched 100% by the Company on the first 4% of your salary deferred. You are immediately vested upon entry to the plan. In addition to the 401k, as a designated Vice-President, you are eligible for the Supplemental Pension Plan (SPP). Under the SPP, the Company will make additional notional contributions that would have otherwise been payable if there were no annual limits on the level of contributions made under the 401k. Your notional account is subject to investment income/losses based on assumed investment in two Canadian balanced funds. Your account balance is available to you when you leave the Company, and is treated as taxable income.
For each year or partial year of employment with CHC, you will be provided Tax preparation assistance and Tax equalization payments, in accordance with CHC’s standard Tax Equalization Policy which is currently under development.
In the event your employment is terminated by CHC, you will receive severance as per terms of your employment agreement.
In addition, you must observe CHC’s Code of Ethics, all agreements relating to confidentiality and non-disclosure of sensitive information that you may be required to sign during the course of your employment, and all policies and procedures, including any updates of such documents. |
SVP, Human Resources | Page 2 of 4 |
This offer is conditional upon CHC, in its sole discretion, being satisfied that: | ||||||
(1) | You are not bound by any non-compete agreements with current or former employers that could in any way impact CHC or your ability to carry out the duties for this position; | |||||
(2) | You are currently, and will continue to be, legally entitled to work in the country of hire; and | |||||
(3) | You are satisfactorily cleared by a criminal background and records check. | |||||
This offer is in effect until end-of-business on October 29th, 2010. If you are in agreement with the terms of the above offer of employment, please indicate your acceptance by signing this document and returning a copy of this letter, and the Employment Agreement to James Hughes (james.hughes@chc.ca) by this date.
Mike, on behalf of everyone at CHC, we look forward to working with you as a senior member of our team. Should you have any questions regarding this offer of employment, you may contact me at any time.
Sincerely, | ||||||
William Amelio, President & CEO |
SVP, Human Resources | Page 3 of 4 |
| ||||||
I have read the terms and conditions of this position outlined in the offer and they are acceptable to me. I consider this offer to be fair and reasonable. | ||||||
April 11, 2011 | ||||||
Signature of Mike Summers | Date |
SVP, Human Resources | Page 4 of 4 |