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EXHIBIT 10.22
Petroleum Helicopters, Inc.
August 24, 2000
Mr. Lance F. Bospflug
2700 Lovers Lane
Ruston, LA 71270
Dear Lance:
On behalf of Petroleum Helicopters, Inc. ("PHI"), I am pleased to confirm
PHI's offer of employment on the following terms and conditions, subject to
formal approval by the Compensation Committee of the Board of Directors and the
full Board.
Your position will be President of PHI, and your employment will commence
as soon as practical. You will report to the Chairman of the Board and Chief
Executive Officer, Carroll W. Suggs, and the Board of Directors. Your starting
annual base salary will be $275,000. In addition, a recommendation will be made
to the Board's Compensation Committee that you be awarded upon commencing
employment 150,000 non-voting stock options and 20,000 shares of restricted
non-voting stock with a four year service vesting period in 25% increments
beginning at the end of one year. The options and restricted stock will
otherwise be on the same basis as PHI's most recently granted options and
restricted stock, except that the forfeiture provisions of 3.2(a) will not be
included and 3.2(b)(ii) will be limited to a materiality standard. You will also
be eligible to participate in PHI's Stock Incentive Plan, with annual awards, if
any are made to executives, commensurate with your position, and to participate
in PHI's Annual Incentive Plan ("AIP") which has a potential payout of 60% of
your base salary ( 1/2 in cash, 1/2 in restricted stock) based upon objectives
developed by you and the CEO and approved by the Compensation Committee.
As an officer of PHI, you will be covered by the exculpation provisions of
its Articles of Incorporation, the indemnification provisions of its Articles
and Bylaws and its Directors and Officers Liability insurance policies.
You will also receive a performance and salary review at the end of each
business year.
As a result of your employment with PHI, you will be eligible to
participate in all current and future benefits programs available to PHI
executives generally, including PHI's health insurance, dental, 401(k), sick
leave, holidays, etc., the PHI Officers Deferred Compensation Plan, and the
Supplemental Executive Retirement Plan, but not including life insurance. With
respect to life insurance, PHI will reimburse you for up to $10,000 per year for
premiums paid by you on your personal life insurance currently in effect, plus
an amount necessary to cover income taxes on the reimbursement. You will be
immediately eligible for four (4) weeks of noncumulative vacation each year.
Club membership for business use, expense reimbursement for membership in
professional associations and related continuing professional education, company
vehicles for business use, and use of PHI aircraft will be provided to the
extent and on the same basis as provided to executives generally, although you
should be aware that some of these benefits are not provided at this time.
Your location of employment will be Lafayette, Louisiana, but periodic
travel will be required to all PHI locations and to meet other requirements of
our business.
PHI will pay reasonable closing costs on the sale of your home in Ruston,
Louisiana, and the purchase of a new residence in Lafayette, which includes real
estate fees and legal fees but excludes any item related to equity of your home,
loan origination points, or discount points. Costs associated with house hunting
trips and the movement of household to Lafayette and temporary living expenses
for up to 60 days or until you secure your new residence in Lafayette will also
be paid. In addition, PHI will pay you $20,000 as a non-accountable relocation
allowance.
If during the first two years from your date of employment you are
terminated without cause or leave the Company for good reason, you will be
entitled to a lump sum payment of one year's annual base salary. Cause means
conviction of a crime, conduct materially damaging to PHI, or failure to perform
after being called upon to do so by a resolution adopted by the full Board. Good
reason means failure by PHI to honor this letter.
After you have had a chance to review this offer, I would appreciate you
indicating acceptance by signing in the space provided below and returning this
letter to me as soon as possible, or contacting me with any questions or
comments.
Sincerely,
James W. McFarland
Chairman
Compensation Committee
JM/
ACCEPTED:
Signature: Date:
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Lance F. Bospflug