MITCHAM INDUSTRIES,
INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION
PLAN
1.
Purpose of the Plan. The purpose of this Plan is to
promote the interests of the Company and its shareholders by
strengthening the Company’s ability to attract and retain the
services of experienced and knowledgeable non-employee directors
and by encouraging such directors to acquire an increased
proprietary interest in the Company.
Options granted
hereunder will be Nonqualified Stock Options that do not qualify
for any special tax benefits to Optionees.
2.
Definitions. As used herein, the following definitions
shall apply:
(a)
“Affiliate” shall mean, with respect to
any Person, any other Person that, directly or indirectly through
one or more intermediaries, controls, or is controlled by, or is
under common control with, such Person.
(b)
“Annual Meeting Date” shall mean the date
of the annual meeting of the shareholders of the Company at which
directors are elected.
(c)
“Board” shall mean the Board of Directors
of the Company, unless a Committee has been appointed.
(d)
“Code” shall mean the Internal Revenue
Code of 1986, as amended (or any successor federal statute then in
effect).
(e)
“Committee” shall mean the Committee
appointed by the Board of Directors in accordance with Section 4(a)
of this Plan.
(f)
“Common Stock” shall mean the Common
Stock, $.01 par value, of the Company.
(g)
“Company” shall mean Mitcham Industries,
Inc., a Texas corporation.
(h)
“Continuous Status as a Non-Employee
Director” shall mean the absence of any interruption
or termination of service or retention as a Non-Employee
Director.
(i)
“Effective Date” shall have the meaning
set forth in Section 6 of this Plan.
(j)
“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended (or any successor federal statute
then in effect).
(k)
“Initial Grant Date” shall mean the date
on which an individual is elected or appointed as a member of the
Board.
(l)
“Non-Employee Director” shall mean a
Director of the Company or any Parent or Subsidiary who is not
otherwise an employee of the Company or any Parent or
Subsidiary.
(m)
“Option” shall mean any option granted
under this Plan.
(n)
“Option Agreement” shall mean any option
agreement entered into by the Company and any Optionee under
Section 18 of this Plan.
(o)
“Optioned Stock” shall mean the Common
Stock subject to an Option.
(p)
“Optionee” shall mean a Non-Employee
Director who receives an Option.
(q)
“Parent” shall mean a “parent
corporation”, whether now or hereafter existing, as defined
in Section 424(e) of the Code.
(r)
“Person” shall mean an individual,
corporation, partnership, trust, unincorporated organization or a
government or agency or political subdivision thereof.
(s)
“Plan” shall mean this 1994 Non-Employee
Director Stock Option Plan.
(t)
“Share” shall mean a share of the Common
Stock as adjusted in accordance with Section 11 of this
Plan.
(u)
“Subsidiary” shall mean a
“subsidiary corporation” whether now or hereafter
existing, as defined in Section 424(f) of the Code.
3.
Stock Subject to the Plan. Subject to the provisions of
Section 12 of this Plan, the maximum aggregate number of
Shares that may be issued under this Plan is 50,000 Shares. The
Shares may be authorized and unissued or reacquired Common
Stock.
If
an Option expires or becomes unexercisable for any reason without
having been exercised in full, the unpurchased Shares that were
subject thereto shall, unless this Plan shall have been terminated,
become available for future grant under this Plan. Notwithstanding
any other provision of this Plan, shares issued upon exercise of
Options under this Plan and later repurchased by the Company shall
not become available for future grant or sale under this
Plan.
4.
Administration of the Plan.
(a)
Procedure. This Plan shall be administered by the
Board.
(i) The
Board may appoint a Committee consisting of not less than two
members of the Board to administer this Plan on behalf of the
Board, subject to such terms and conditions as the Board may
prescribe. Once appointed, the Committee shall continue to serve
until otherwise directed by the Board.
(ii) Members
of the Board (or the Committee) may be eligible to participate in
or receive or hold options under this Plan; provided, however, that
no member of the Board or the Committee shall act upon the granting
of an Option to himself (but any such member may be counted in
determining the existence of a quorum at any meeting of the Board
during which action is taken with respect to the granting of
Options to him).
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(iii) Notwithstanding
the foregoing, from time to time the Board may increase the size of
the Committee and appoint additional members thereof, remove
members (with or without cause) and appoint new members in
substitution therefor, fill vacancies however caused, or remove all
members of the Committee and thereafter directly administer this
Plan.
(b)
Powers of the Board. Subject to the provisions of
this Plan, the Board shall have the authority to construe the
provisions of this Plan, to determine and resolve all questions
arising hereunder and to adopt and amend such rules and regulation
for administering this Plan as it deems desirable.
(c)
Effect of Board’s Decisions. All decisions,
determinations and interpretations of the Board shall be final and
binding on all Optionees and any other holders of any Options
granted under this Plan.
(a)
Participation. Options shall be granted under this
Plan to Non-Employee Directors.
(i)
Initial Grants. An Option to purchase 1,000 Shares
(an “Initial Grant”) shall be granted to each
Non-Employee Director on the Initial Grant Date; provided however,
that if a Non-Employee Director who previously received an Initial
Grant terminates service as a Non-Employee Director and is later
elected or appointed to the Board, such Non-Employee Director shall
not be eligible to receive a second Initial Grant. Instead, he
shall be eligible to receive only Annual Grants as provided in
Section 5(b)(ii) below.
(ii)
Annual Grants. An Option to purchase 1,000 shares (an
“Annual Grant”) shall be granted automatically each
year, on the Annual Meeting Date, to each Non-Employee Director who
has previously received an Initial Grant and who is subsequently
re-elected or reappointed as a director of the Company on the
Annual Meeting Date.
(c)
No Rights to Continuation. This Plan shall not confer
upon any Optionee any right with respect to continuation as a
director with the Company, nor shall it interfere in any way with
his right or the Company’s right to terminate his
directorship at any time.
6.
Term of Plan. This Plan shall become effective upon the
adoption by the Board; provided, however, that not withstanding any
other provision of this Plan (i) this Plan shall terminate and
all Options under shall be void and of no effect unless approved by
the shareholders of the Company as described in Section 19 of
this Plan (the “Effective Date”) and (ii) no
Options shall be exercisable prior to such shareholders’
approval. This Plan shall continue in effect for a term of
10 years unless sooner terminated under
Section 15.
7.
Term of Option. The term of each Option shall be
10 years from the date of grant thereof, subject to earlier
termination as set forth in Section 9 below.
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8.
Exercise Price and Consideration.
(a) The
per Share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be the fair market value per Share on
the date of the grant. For purposes of this Section 8(a), if
an Option is amended to reduce the exercise price, the date of
grant of such Option shall thereafter be considered to be the date
of such amendment.
(b) The
fair market value shall be determined by the Board (or the
Committee) in its discretion; provided, however , that (i) if
the Common Stock is not then listed and traded on a recognized
securities exchange or quoted on the NASDAQ National Market System
or Small-Cap Market, then the fair market value per Share will be
based upon the mean of the bid and asked quotations for such stock
on the date of grant (or, if there are no bid and asked quotations
for that day, the mean of the bid and asked quotations for such
stock on the date nearest preceding the date of grant; and
(ii) if the Common Stock is then listed and traded on a
recognized securities exchange or quoted on the National Market
System or Small-Cap Market, then the fair market value per Share
will be based upon the mean of the highest and lowest selling
prices on such exchange or on the NASDAQ National Market System or
the closing price per Share on the NASDAQ Small-Cap Market, as
applicable, for the Common Stock on the date of grant. The Board
(or the Committee) may also consider such other factors relating to
the fair market value of the Common Stock as it deems
appropriate.
(c) The
consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined
by the Board and may consist entirely of cash, check or other
Shares of Common Stock that (i) eith
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