MITCHAM INDUSTRIES, INC.
1994 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
best available personnel for positions of substantial
responsibility and by encouraging such personnel to acquire an
increased proprietary interest in the Company.
Options
granted hereunder may be either Incentive Stock Options or
Nonqualified Stock Options, at the discretion of the Board and as
reflected in the terms of an Option Agreement.
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)
“ Board ” shall mean the Board of
Directors of the Company, unless a Committee has been
appointed.
(c)
“ Code ” shall mean the Internal Revenue
Code of 1986, as amended (or any successor federal statute then in
effect).
(d)
“ Committee ” shall mean the Committee
appointed by the Board of Directors in accordance with Section 4(a)
of this Plan.
(e)
“ Common Stock ” shall mean the Common
Stock, $.01 par value, of the Company.
(f)
“ Company ” shall mean Mitcham
Industries, Inc., a Texas corporation.
(g)
“ Consultant ” shall mean any person who
is engaged, in writing, by the Company or any Parent or Subsidiary
to render consulting services and is compensated for such
consulting services.
(h)
“ Continuous Status as an Employee or Consultant
” shall mean the absence of any interruption or
termination of service or retention as an Employee or Consultant.
Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of sick leave, military leave or
any other leave of absence approved by the Board, provided that
such leave is for a period of not more than 90 days or
reemployment or retention upon the expiration of such leave is
guaranteed by contract or statute.
(i)
“ Effective Date ” shall have the meaning
set forth in Section 6 of this Plan.
(j)
“ Employee ” shall mean any person,
including officers and directors, employed by the Company or any
Parent or Subsidiary of the Company. The payment of a
director’s fee by the Company shall not be
sufficient to constitute “ employment ” by the
Company.
(k)
“ Exchange Act ” shall mean the
Securities Exchange Act of 1934, as amended (or any successor
federal statute then in effect).
(l)
“Incentive Stock Option” shall mean an
Option intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code.
(m)
“Nonqualified Stock Option” shall mean an
Option not intended to qualify as an Incentive Stock
Option.
(n)
“Non-Employee Director” shall mean a
Director of the Company or any Parent or Subsidiary, not an
Employee of the Company or any Parent or Subsidiary.
(o)
“Option” shall mean any Incentive Stock
Option or Nonqualified Stock Option granted under this
Plan.
(p)
“Option Agreement” shall mean any option
agreement entered into by the Company and any Optionee under
Section 18 of this Plan.
(q)
“Optioned Stock” shall mean the Common
Stock subject to an Option.
(r)
“Optionee” shall mean an Employee or
Consultant who receives an Option.
(s)
“Parent” shall mean a “parent
corporation”, whether now or hereafter existing, as defined
in Section 424(e) of the Code.
(t)
“Person” shall mean an individual,
corporation, partnership, trust, unincorporated organization or a
government or agency or political subdivision thereof.
(u)
“Plan” shall mean this 1994 Stock Option
Plan.
(v)
“Share” shall mean a share of the Common
Stock as adjusted in accordance with Section 12 of this
Plan.
(w)
“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 233,250 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
2
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).
(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.
(iv) Notwithstanding
the foregoing subparagraph (iii), if the Company registers any of
its equity securities under Sections 12(b) or
12(g) of the Exchange Act, the following provisions shall replace
subparagraph (iii) above: The Committee administering this
Plan shall consist of not less than two disinterested directors of
the Company. For purposes of this section, a disinterested director
is a member of the Board who (a) is not awarded, during the
time he exercises discretion in administering this Plan and has not
at any time within one year prior thereto, been awarded equity
securities of the Company under any plan of the Company or (b)
otherwise meets the definition of “disinterested
person” as set forth in the rules and regulations promulgated
under Section 16(b) of the Exchange Act.
(b)
Powers of the Board. Subject to the provisions of
this Plan, the Board shall have the authority, in its discretion,
to:
(i)
grant Incentive Stock Options or Nonqualified Stock
Options;
(ii)
determine, upon review of relevant information and in accordance
with Section 8(b) of this Plan, the fair market value of the Common
Stock;
(iii)
determine the exercise price per Share of Options to be granted,
which exercise price shall be determined in accordance with Section
8(a) of this Plan;
(iv)
determine the Employees or Consultants to whom, and the time or
times at which, Options shall be granted and the number of Shares
to be represented by each Option;
3
(vi)
prescribe, amend, and rescind rules and regulations relating to
this Plan;
(vii)
determine the terms and provision of each Option granted (which
need not be identical) and, with the consent of the holder thereof,
modify or amend each Option;
(viii)
accelerate or defer (with the consent of the Optionee) the exercise
date of any Option, consistent with the provisions of
Section 5 of this Plan;
(ix)
authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option previously
granted by the Board; and
(x)
make all other determinations deemed necessary or advisable for the
administration of this Plan.
(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) Nonqualified
Stock Options may be granted to Employees and Consultants.
Incentive Stock Options may be granted only to Employees.
Nonqualified Stock Options may be granted to Non-Employee Directors
under the Company’s 1994 Non-Employee Director Stock Option
Plan.
(b) Each
Option shall be designated in the Option Agreement evidencing such
Option as either an Incentive Stock Option or a Nonqualified Stock
Option. However, notwithstanding such designations, to the extent
that the aggregate fair market value (determined at the time an
Option is granted) of the Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first
time by any Optionee during any calendar year (under all plans of
the Company and any Parent or Subsidiary) exceeds $ 100,000, then
such Options shall be treated as Nonqualified Stock
Options.
(c) This
Plan shall not confer upon any Optionee any right with respect to
continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with his right or the
Company’s right to terminate his employment or consulting
relationship at any time, with or without cause.
6.
Term of Plan. This Plan shall become effective upon the
adoption by the Board; provided, however, that notwithstanding any
other provision of this Plan (i) this Plan shall terminate and
all Options hereunder 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
4
(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 or such shorter term
as may be provided in the Option Agreement. However, in the case of
an Incentive Stock Option granted to an Optionee who, at the time
such Option is granted, owns stock representing more than 10% of
the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary, whether directly or indirectly
by attribution, the term of the Option shall be five years from the
date of grant thereof or such shorter term as may be provided in
the Option Agreement.
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 such price as is determined by the
Board before the Option is granted, but shall be subject to the
following:
(i) In
the case of an Incentive Stock Option:
(A) granted
to an Employee who, at the time of the gra
|
