1991 NONQUALIFIED STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
Purpose of the Plan
The Offshore Logistics, Inc. 1991 Nonqualified Stock Option Plan For Nonemployee Directors (the
“Plan”) is intended to promote the interests of Offshore Logistics, Inc., a Delaware corporation (the “Company”),
and its shareholders by helping to attract and retain the services of experienced and knowledgeable nonemployee
directors and by providing an opportunity for ownership by nonemployee directors of shares of common stock of
the Company, $0.01 par value (the “Common Stock”). Options granted under the Plan (collectively the
“Options” and in the singular an “Option”) will be Options which do not constitute incentive stock options, within
the meaning of Section 422A(b) of the Internal Revenue Code of 1986, as amended (the “Code”).
Administration of Plan
The Plan shall be administered by the Board of Directors of the Company (the “Board”). Subject to the
terms of the Plan, the Board shall have the power to interpret the provisions and supervise the administration of
the Plan. All decisions made by the Board pursuant to the provisions of the Plan shall be made by a majority of its
members at a duly held regular or special meeting or by written consent in lieu of any such meeting.
Each Option granted under the Plan shall be evidenced by an agreement (the “Option Agreement”) in such
form as shall have been approved by the Board. The Option Agreement shall be subject to the terms, provisions,
and conditions of the Plan and may contain such other terms, provisions, and conditions that are not inconsistent
with the Plan as the Board shall determine.
Grant of Options
Each director of the Company who is not otherwise an employee of the Company or any of the Company’s
subsidiaries, as that term is defined in Section 425(f) of the Code (each of whom is referred to herein as a
“Nonemployee Director”), shall be granted an Option to purcha