FORM OF
RESTRICTED STOCK 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 ______________ (the "Award Recipient").
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
"Company"); and
WHEREAS, pursuant to the Plan, on July 30, 1996, the Committee awarded Restricted Stock to the Award
Recipient, subject to the attainment of specific performance goals and other terms, conditions, and restrictions set
forth in the Plan and this Agreement;
NOW, THEREFORE, in consideration of the premises, it is agreed as follows:
1.
Conditional Award of Restricted Stock
Pursuant to the terms of the Plan, the Award Recipient is hereby awarded, subject to the attainment of the
performance goals contained in
Section 2 hereof and the other terms, conditions, and restrictions contained herein, the number of shares of
Restricted Stock calculated in accordance with the terms of Section 2 hereof, which shall be issuable to the
Award Recipient on the date set forth in Section 2.
2.
Performance Conditions for Issuance of Restricted Stock
2.1 Effective July 31, 1997, the Committee shall determine the number of shares of Restricted Stock that will be
issued as of that date to the Award Recipient, which number shall be equal to the sum of (i) the number of shares
of Restricted Stock calculated based on Company performance in accordance with Section 2.1(a) below, (ii) the
number of shares of Restricted Stock calculated based on the performance of the ____