NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE AMENDED AND RESTATED
PETROLEUM HELICOPTERS, INC.
1995 INCENTIVE COMPENSATION PLAN, AS AMENDED
THIS AGREEMENT is entered into as of July 30, 1996, by and between Petroleum Helicopters, Inc., a
Louisiana corporation ("PHI"), and Carroll W. Suggs (the "Optionee").
WHEREAS, under the Amended and Restated Petroleum Helicopters, Inc. 1995 Incentive Compensation Plan,
as amended (the "Plan"), the Compensation Committee of the PHI Board of Directors (the "Committee") may,
among other things, award options to purchase shares of the non-voting common stock, $.10 par value per
share, of PHI (the "Common Stock") to a key employee of PHI or one of its subsidiaries (collectively, the
WHEREAS, pursuant to the Plan, on July 30, 1996, the Committee awarded an option to purchase Common
Stock to the Optionee.
NOW, THEREFORE, in consideration of the premises, it is agreed as follows:
Grant of Option
1.1 PHI hereby grants to the Optionee effective July 30, 1996 (the "Date of Grant") the right, privilege and option
to purchase 23,200 shares of Common Stock (the "Option") at an exercise price of $14.875 per share (the
"Exercise Price"). The Option shall vest, become exercisable and expire as provided in Sections 2 and 3 below.
1.2 The Option is a non-qualified stock option and shall not be treated as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended.
Vesting of Option
2.1 Effective July 31, 1997, the Compensation Committee of the Board of Directors of PHI (the "Committee")
shall make a determination as to the portion of the Option that is vested as follows:
(a) Company Performance Goals
(1) If the Company's consolidated earnings before income taxes for the fiscal year ending April 30, 1997, as
adjusted by the Committee for extraordinary items ("Actual Operating Income"), equals the consolidated earnings
before income taxes reflected in the Company's annual budget for the fiscal year