As filed with the Securities and Exchange Commission on May 21, 2014

Registration No. 333-      

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

GEOSPACE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   76-0447780

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

7007 Pinemont Drive

Houston, Texas 77040-6601

(Address of Principal Executive Offices) (Zip Code)

GEOSPACE TECHNOLOGIES CORPORATION

2014 LONG-TERM INCENTIVE PLAN

(Full title of the plan)

 

 

Name, Address and Telephone Number of Agent for Service:

Walter R. Wheeler

President and Chief Executive Officer

7007 Pinemont Drive

Houston, Texas 77040-6601

(713) 986-4444

 

 

Copy of Communications to:

David S. Peterman

Norton Rose Fulbright

1301 McKinney, Suite 5100

Houston, Texas 77010-3095

(713) 651-5529

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

 

Amount

to be
Registered(1)

  Proposed
Maximum
Offering Price
per Share(2)
 

Proposed
Maximum
Aggregate

Offering Price(2)

 

Amount of

Registration Fee (2)

Common Stock, par value $0.01 per share

  1,500,000   $48.715   $73,072,500.00   $9,411.74

 

 

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers any additional Common Stock that may become issuable under the 2014 Long-Term Incentive Plan by reason of any stock dividend, stock split, recapitalization, or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the high and low prices reported on the NASDAQ Global Market (NASDAQ) on May 16, 2014.

 

 

 


PART I

Item 1. Plan Information*

Item 2. Registrant information and Employee Plan Annual Information*

 

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents are hereby incorporated by reference in this Registration Statement:

1. the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2013;

2. the Company’s Quarterly Report on Form 10-Q for the quarters ended December 31, 2013 filed with the Commission on February 6, 2014 and March 31, 2014 filed with the Commission on May 8, 2014;

3. the description of the Registrant’s Common Stock, par value $0.01 per share, contained in the Registration Statement on Form 8-A of the Registrant (File No. 001-13601), originally filed with the Commission on November 12, 1997, including any amendment or report filed for the purpose of updating such description; and

4. all documents filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended subsequent to the date of the filing hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 6. Indemnification of the Directors and Officers

The Certificate of Incorporation and Bylaws of the Company together provide that the Company’s directors shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (the “DGCL”), or (iv) any transaction from which the director derived an improper personal benefit. The Certificate of Incorporation and Bylaws of the Company also provide that if the DGCL is amended to permit further elimination of limitation of the personal liability of the directors, then the liability of the Company’s directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

DGCL Section 145 provides that the Company may indemnify its directors and officers, as well as other employees and individuals (each an “Indemnified Party,” and collectively, “Indemnified Parties”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative, other than in connection with actions by or in the right of the Company (a “derivative action”), if an Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the Company’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that the Company may only indemnify an Indemnified Party for expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such derivative action. Additionally, in the context of a derivative action, DGCL Section 145 requires a court approval before there can be any indemnification where an Indemnified Party has been found liable to the Company. The statute provides that it is not exclusive of other indemnification arrangements that may be granted pursuant to a corporation’s charter, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.


Item 8. Exhibits

The following exhibits are filed as part of this Registration Statement:

 

Exhibit

Number

  

Exhibit Description

  5.1    Opinion of Fulbright & Jaworski LLP*
10.1    Form of Employee Restricted Stock Award Agreement*
10.2    Form of Employee Incentive Stock Option Award Agreement*
10.3    Form of Employee Non-Qualified Stock Option Award Agreement*
10.4    Form of Consultant Restricted Stock Award Agreement*
10.5    Form of Consultant Stock Option Award Agreement*
10.6    Form of Director Stock Option Award Agreement*
10.7    Form of Director Restricted Stock Award Agreement*
23.1    Consent of Fulbright & Jaworski, LLP (included in Exhibit 5.1)
23.2    Consent of UHY LLP, independent registered public accounting firm*
24.1    Power of Attorney (included in signature page hereto)
99.1    Geospace Technologies Corporation 2014 Long-Term Incentive Plan (filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed on December 11, 2013 and incorporated herein by reference)

 

* Filed herewith

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar volume of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.


SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 21st day of May, 2014.

 

GEOSPACE TECHNOLOGIES CORPORATION
By:  

/s/ Walter R. Wheeler

  Name:   Walter R. Wheeler
  Title:   President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below constitutes and appoints Walter R. Wheeler and Thomas T. McEntire, and each of them individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

    

Signature

 

Title

  

Date

By:   

/s/ Walter R. Wheeler

  President and Chief Executive Officer    May 21, 2014
   Walter R. Wheeler   (Principal Executive Officer)   
By:   

/s/ Thomas T. McEntire

  Vice President, Chief Financial Officer and Secretary    May 21, 2014
   Thomas T. McEntire   (Principal Financial and Accounting Officer)   
  

/s/ Gary D. Owens

  Chairman of the Board, Director    May 21, 2014
   Gary D. Owens     
By:   

/s/ William H. Moody

  Director    May 21, 2014
   William H. Moody     
By:   

/s/ Tina M. Langtry

  Director    May 21, 2014
   Tina M. Langtry     
By:   

/s/ Michael J. Sheen

  Director    May 21, 2014
   Michael J. Sheen     
By:   

/s/ Thomas L. Davis

  Director    May 21, 2014
   Thomas L. Davis     
By:   

/s/ Charles H. Still

  Director    May 21, 2014
   Charles H. Still     
By:   

/s/ Richard F. Miles

  Director    May 21, 2014
   Richard F. Miles     


EXHIBIT INDEX

 

Exhibit

Number

  

Exhibit Description

  5.1    Opinion of Fulbright & Jaworski LLP*
10.1    Form of Employee Restricted Stock Award Agreement*
10.2    Form of Employee Incentive Stock Option Award Agreement*
10.3    Form of Employee Non-Qualified Stock Option Award Agreement*
10.4    Form of Consultant Restricted Stock Award Agreement*
10.5    Form of Consultant Stock Option Award Agreement*
10.6    Form of Director Stock Option Award Agreement*
10.7    Form of Director Restricted Stock Award Agreement*
23.1    Consent of Fulbright & Jaworski, LLP (included in Exhibit 5.1)
23.2    Consent of UHY LLP, independent registered public accounting firm*
24.1    Power of Attorney (included in signature page hereto)
99.1    Geospace Technologies Corporation 2014 Long-Term Incentive Plan (filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed on December 11, 2013 and incorporated herein by reference)

 

* Filed herewith.

Exhibit 5.1

 

   LOGO
May 21, 2014   
   Fulbright & Jaworski LLP
   1301 McKinney, Suite 5100
   Houston, Texas 77010-3095
Geospace Technologies Corporation    United States
7007 Pinemont Drive   
Houston, Texas 77040    Tel +1 713 651 5151
  

Fax +1 713 651 5246

nortonrosefulbright.com

Ladies and Gentlemen:

We have acted as special counsel to Geospace Technologies Corporation, a Delaware corporation (the “ Company ”), in connection with the preparation of the registration statement on Form S-8 (the “ Registration Statement ”) filed by the Company under the Securities Act of 1933, as amended (the “ Act ”), with the Securities and Exchange Commission (the “ Commission ”) on the date hereof. The Registration Statement relates to 1,500,000 shares of the Company’s common stock, $.01 par value per share (the “ Shares ”), to be offered upon the terms and subject to the conditions set forth in the Registrant’s 2014 Long Term Incentive Plan.

In connection therewith, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Restated Certificate of Incorporation of the Registrant, as amended, the amended Bylaws of the Registrant, the Plans, the records of relevant corporate proceedings with respect to the offering of the Shares and other such documents and instruments as we have deemed necessary or appropriate for the expression of the opinions contained herein. We also have examined the Registrant’s Registration Statement on Form S-8 (the “ Registration Statement ”) to be filed with the Securities and Exchange Commission with respect to the Shares.

In rendering the opinions expressed below, we have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined.

Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plans, will be duly and validly issued, fully paid and non-assessable.

The foregoing opinions are limited to the applicable laws of the State of Texas, the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the applicable federal laws of the United States of America and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

Fulbright & Jaworski LLP is a limited liability partnership registered under the laws of Texas.

Fulbright & Jaworski LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz, Inc.), each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.


Geospace Technologies Corporation

May 21, 2014

Page 2

   LOGO

 

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the prospectus included therein under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act, or the general rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,
/s/ Fulbright & Jaworski LLP
Fulbright & Jaworski LLP

Exhibit 10.1

 

LOGO

EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT

AWARD OF RESTRICTED STOCK

Geospace Technologies Corporation (the “ Company ”), pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”), hereby awards to you,                     , effective as of             , 20     (the “ Grant Date ”),              shares (the “ Shares ”) of the Company’s Common Stock, $0.01 par value per share (the “ Common Stock ”), set forth above as Restricted Stock on the following terms and conditions:

During the Restricted Period, the Shares of Restricted Stock will be evidenced by entries in the stock register of the Company reflecting that such Shares of Restricted Stock have been issued in your name. For purposes of this Agreement, the term “ Restricted Period ” means the period specified herein during which the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered.

The Shares that are awarded hereby to you as Restricted Stock shall be subject to the prohibitions and restrictions set forth herein with respect to the sale or other disposition of such Shares and the obligation to forfeit and surrender such Shares to the Company (the “ Forfeiture Restrictions ”). The Forfeiture Restrictions shall lapse as to the Shares that are awarded hereby in accordance with the following schedule provided that you have not incurred a Termination of Employment prior to the applicable lapse date:

 

  (a) on the first anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to one-quarter of the Shares subject to this Agreement; and

 

  (b) on each succeeding anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to an additional one-quarter of the Shares subject to this Agreement, so that on the fourth anniversary of the Grant Date the Forfeiture Restrictions shall lapse as to all of the Shares subject to this Agreement.

If a Change of Control of the Company occurs or you incur a Termination of Employment before the fourth anniversary of the Grant Date, your rights to the Shares of Restricted Stock under this Agreement will be determined as provided in the attached Terms and Conditions of Restricted Stock Award Agreements (the “ Terms and Conditions ”).

The Shares of Restricted Stock awarded hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of (other than by will or the applicable laws of descent and distribution) to the extent then subject to the Forfeiture Restrictions. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void and the Company and its


Affiliates (the “ Company Group ”) shall not be bound thereby. Further, the Shares awarded hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (a) the Company may refuse to cause the transfer of the Shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares.

Upon the lapse of the Forfeiture Restrictions with respect to Shares awarded hereby the Company shall cause to be delivered to you a stock certificate representing such Shares, and such Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).

The Shares that may be issued under the Plan will be registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. You may obtain a copy of the Plan Prospectus by requesting it from the Company.

Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Plan or the Terms and Conditions.

In accepting the award of Shares of Restricted Stock set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan, this Agreement and the Terms and Conditions.

 

GEOSPACE TECHNOLOGIES CORPORATION
 

Chief Executive Officer

ACCEPTED this      day of             ,  20    

 

Employee


GEOSPACE TECHNOLOGIES CORPORATION

TERMS AND CONDITIONS

OF

EMPLOYEE RESTRICTED STOCK AWARD AGREEMENTS

These Terms and Conditions are applicable to a restricted stock award granted pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”) and are incorporated as part of the Restricted Stock Award Agreement setting forth the terms of such restricted stock award (the “ Agreement ”).

 

1. TERMINATION OF EMPLOYMENT. The following provisions will apply in the event you incur a Termination of Employment before the fourth anniversary of the Grant Date (the “ Fourth Anniversary Date ”) under the Restricted Stock Award Agreement awarded to you (the “ Agreement ”):

1.1 Termination Generally . If you incur a Termination of Employment on or before the Fourth Anniversary Date for any reason other than one of the reasons described in Sections 1.2 and 1.3 below, the Forfeiture Restrictions then applicable to the Shares of Restricted Stock shall not lapse and the number of Shares of Restricted Stock then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date of your Termination of Employment.

1.2 Disability . Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you become permanently disabled before the Fourth Anniversary Date and before you incur a Termination of Employment, all remaining Forfeiture Restrictions shall immediately lapse on the date of your Termination of Employment due to your becoming permanently disabled. For purposes of this Section 1.2, you will be “ permanently disabled ” if you are unable to perform any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

1.3 Death . Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you die before the Fourth Anniversary Date and before your Termination of Employment, all remaining Forfeiture Restrictions shall immediately lapse on the date of your Termination of Employment.

 

2. CHANGE OF CONTROL. Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if a Change of Control occurs before the Fourth Anniversary Date and before you incur a Termination of Employment, then all remaining Forfeiture Restrictions shall immediately lapse on date of the Change of Control.

 

1


3. NONTRANSFERABILITY. The Agreement is not transferable by you otherwise than by will or by the laws of descent and distribution.

 

4. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Shares of Restricted Stock shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to the Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

 

5. RIGHTS REGARDING DISTRIBUTIONS MADE BY THE COMPANY DURING THE RESTRICTED PERIOD . During the Restricted Period, (a) any securities of the Company distributed by the Company in respect of the Shares of Restricted Stock will be evidenced by entries in the appropriate securities register of the Company reflecting that such securities of the Company, if any, have been issued in your name (the “ Retained Company Securities ”) and (b) any securities of any company other than the Company or any other property (other than regular cash dividends) distributed by the Company in respect of the Shares of Restricted Stock will be evidenced in your name by such certificates or in such other manner as the Company determines (the “ Retained Other Securities and Property ”) and shall bear a restrictive legend to the effect that ownership of such Retained Other Securities and Property and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan, the Agreement and these Terms and Conditions. The Retained Company Securities and the Retained Other Securities and Property (collectively, the “ Retained Distributions ”) shall be subject to the same restrictions, terms and conditions as are applicable to the Shares of Restricted Stock.

 

6.

RIGHTS WITH RESPECT TO SHARES OF RESTRICTED STOCK AND RETAINED DISTRIBUTIONS DURING RESTRICTED PERIOD . You shall have the right to vote the Shares of Restricted Stock awarded to you and to receive and retain all regular cash dividends (which will be paid currently and in no case later than the end of the calendar year in which the dividends are paid to the holders of the Common Stock or, if later, the 15th day of the third month following the date the dividends are paid to the holders of the Common Stock), and to exercise all other rights, powers and privileges of a holder of the Common Stock, with respect to such Shares of Restricted Stock, with the exception that (a) you shall not be entitled to delivery of a stock certificate or certificates representing such Shares of Restricted Stock until the Forfeiture Restrictions applicable thereto shall have lapsed, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Shares of Restricted Stock until such time, if ever, as the Forfeiture Restrictions applicable to the Shares of Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have lapsed, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) you may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Shares of Restricted Stock or any Retained Distributions during the Restricted Period. During the Restricted Period, the Company may, in its sole

 

2


  discretion, issue certificates for some or all of the Shares of Restricted Stock, in which case all such certificates shall be delivered to the Corporate Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Shares of Restricted Stock occurs or the Forfeiture Restrictions lapse. When requested by the Company, you shall execute such stock powers or other instruments of assignment as the Company requests relating to transfer to the Company of all or any portion of such Shares of Restricted Stock and any Retained Distributions that are forfeited in accordance with the Plan, the Agreement and these Terms and Conditions.

 

7. SECTION 83(B) ELECTION. You shall not exercise the election permitted under Section 83(b) of the Code with respect to the Shares of Restricted Stock without the written approval of the Chief Financial Officer of the Company.

 

8. SECURITIES ACT LEGEND. You consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

 

9. LIMIT OF LIABILITY . Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

 

10. FORFEITURE . The provisions of this Section 10 are intended to protect the Company’s goodwill, which you acknowledge and agree is a unique and valuable asset of the Company. Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in any of the behavior(s) prohibited in any of Section 11.1, Section 11.2, Section 11.3 or Section 11.4 then, to the extent determined by the Committee in its sole discretion, all or a portion of your unvested rights under the Award, still outstanding at that time, shall immediately terminate and become null and void.

 

11. PROHIBITED ACTIVITIES.

11.1 Prohibited Disclosure of Confidential Information . You agree that, in the discretion of the Committee, the Award may be forfeited in whole or in part if you:

(i) make any unauthorized disclosure of any Confidential Information or specialized training of the Company or any of its Affiliates, or makes any use thereof except in the carrying out of your responsibilities for the Company or any of its Affiliates,

(ii) fail to preserve and protect the confidentiality of third party Confidential Information to the same extent, and on the same basis, as the Company’s Confidential Information,

(iii) store electronic data of the Company or any of its Affiliates, including but not limited to Confidential Information, on any electronic storage device that is not owned by the Company or any of its Affiliates without prior written consent of the Company or the Affiliate.

 

3


For purposes of these Terms and Conditions, “ Confidential Information ” means and includes the Company’s or any of its Affiliate’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information and strategies discussed in Plan Meetings, human resources information such as salary and budget information, performance ratings and headcount numbers, information about underperforming districts or contracts, and cost structures as well as, information regarding customers, employees, vendors, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement plans and procedures, and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Company’s or any of its Affiliate’s relationship with that customer); pricing strategies and price curves; plans and strategies for divestitures, mergers, expansion or acquisitions; budgets; customer lists; research and development projects and results; financial and sales data; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; service strategies, prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Company or any of its Affiliates; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information.

11.2 Prohibition Against Solicitation of Customers . Ancillary to the grant of the Award, to protect the Company’s goodwill, and in consideration for the grant of the Award and the attendant transfer of Common Stock, by accepting the Award you agree that, in the discretion of the Committee, the Award may be forfeited in whole or in part pursuant to Section 10 if within eighteen (18) months following the date you incur a Termination of Employment for any reason, you call on, service, solicit, or accept competing business from customers of the Company or any of its Affiliates with whom you, within the previous eighteen (18) months, (i) had or made contact, or (ii) had access to information and files regarding.

11.3 Prohibition Against Solicitation of Employees . Ancillary to the grant of the Award, to protect the Company’s goodwill, and in consideration for the grant of the Award and any transfer of Common Stock pursuant to the Award by you, by accepting the Award you agree that, in the discretion of the Committee, the Award may be forfeited in whole or in part if you:

 

4


(i) either directly or indirectly, call on, solicit, or induce any other employee or officer of the Company or any of its Affiliates to terminate his or her employment with the Company or any of its Affiliates, or

(ii) assist any other person or entity in such a solicitation.

11.4 Other Prohibited Activities . Ancillary to the grant of the Award, to protect the Company’s goodwill, and in consideration for the grant of the Award and any transfer of Common Stock pursuant to the Award by you, by accepting the Award you agree that, in the discretion of the Committee, the Award may be forfeited in whole or in part pursuant to Section 9 if you engage in fraud, embezzlement or other felony that is detrimental to the Company or any of its Affiliates.

11.5 Determinations . All determinations under this Section 11, including whether you have engaged in any of the activities described in any of Sections 11.1, 11.2, 11.3 or 11.4 shall be made by the Committee in its sole discretion.

 

12. ACKNOWLEDGMENTS AND AGREEMENTS BY YOU. In accepting the award of the Award you acknowledge and agree as follows:

(i) You have helped to develop the Company’s goodwill, including the relationships the Company has developed with its customers and employees and their identities, and are capable of diverting that goodwill;

(ii) the consideration for the non-solicitation and confidentiality agreements contained in Sections 11.1 through 11.3, the grant of the Award and the transfer of shares of Common Stock pursuant to the Award, are reasonably related to the Company’s interest in protecting its goodwill;

(iii) You have no right to be granted the Award but rather, the grant of the Award is in the sole discretion of the Committee;

(iv) the enforceability of the agreements contained in Sections 11.1 through 11.4 is a precondition for the Award set forth in the Agreement to remain in effect and if any of such agreements are found to be invalid or unenforceable by a court or tribunal of competent jurisdiction in an action or proceeding between you and the Company or any of its Affiliates, the Award shall be forfeited;

(v) the Confidential Information constitutes a valuable, special, and unique asset used by the Company and its divisions in their business to obtain a competitive advantage over their competitors who do not have access to such Confidential Information;

(vi) protection of the Confidential Information against unauthorized disclosure and use is of critical importance to the Company and its divisions in maintaining their competitive position,

(vii) the restrictions of Section 11.2 are limited by geography to the specific places, addresses, or locations where a customer is present and available for soliciting or servicing.

 

5


13. OTHER AGREEMENTS. Nothing in these Terms and Conditions is intended to reduce the Company’s protections or your obligations under (1) any other agreement between you and the Company or any of its Affiliates, (2) the common law, or (3) any applicable state or federal statute.

 

14. LIMIT OF LIABILITY . Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

 

15. DATA PRIVACY . The Company’s Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the grantees and the restricted stock awards granted for all employees, consultants and directors in the Company and its Affiliates worldwide.

The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of shares of stock subject to any award ( “Personal Data ). From time to time the Company may transfer certain of your Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan (the “Purposes ), and the Company and its Affiliates may each further transfer your Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan (collectively, “Data Recipients ). The countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

In accepting the award of the Award, you hereby expressly acknowledge that you understand that from time to time the Company and its Affiliates may transfer your Personal Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

Further, in accepting the award of the Award, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Personal Data by the Company and its Affiliates to Data Recipients for the Purposes from time to time.

 

16. GOVERNING LAW AND VENUE. The Plan, these Terms and Conditions and the Award shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan, these Terms and Conditions and the grant of the Award to the substantive law of another jurisdiction. In accepting the award of the Award you are deemed to agree to submit to the exclusive jurisdiction and venue of the federal or state courts of Harris County, Houston, Texas, to resolve any and all issues that may arise out of or relate to the Plan, these Terms and Conditions and the grant of the Award.

 

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17. SEVERABILITY AND BLUE PENCILING . If any single Section or clause of these Terms and Conditions should be found unenforceable, it shall be severed and the remaining Sections and clauses of these Terms and Conditions shall be enforced in accordance with the intent of these Terms and Conditions. If any particular provision of these Terms and Conditions shall be adjudicated to be invalid or unenforceable, the Company and you specifically authorize the court making such determination to edit the invalid or unenforceable provision to allow these Terms and Conditions, and the provisions thereof, to be valid and enforceable to the fullest extent allowed by law or public policy.

 

18. RECOUPMENTS. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, if you are then a current or former executive officer of the Company you shall forfeit and must repay to the Company any compensation awarded under the Agreement to the extent specified in any of the Company’s compensation recoupment policies established or amended (now or in the future) in compliance with the rules and standards of the Securities and Exchange Commission Committee under or in connection with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

19. MISCELLANEOUS . The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms “ you ” and “ your ” refer to the Participant named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement.

 

7

Exhibit 10.2

 

LOGO

EMPLOYEE INCENTIVE STOCK OPTION AWARD AGREEMENT

 

Grantee:    ____________
Grant Date:    ____________
Total Number of Shares Granted:    ____________
Exercise Price per Share:    $__.__
Expiration Date:    ____________
Terms of Award; Vesting Schedule:    4 years, with vesting in installments of 25% on the anniversary date of the Grant Date in each of the years 20    , 20    , 20     and 20    .

AWARD OF INCENTIVE STOCK OPTION

Geospace Technologies Corporation (the “ Company ”), pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”), hereby awards to you, the above-named Grantee, effective as of the Grant Date set forth above, a Incentive stock option (the “ Option ”) to purchase              shares (the “ Shares ”) of the Company’s Common Stock, $0.01 par value per share (the “ Common Stock ”) for the exercise price set forth above for each Share subject to the Option, subject to adjustment as provided in the Plan. The Option is exercisable in installments in accordance with the Vesting Schedule set forth above (provided that you do not incur a Termination of Employment prior to the applicable anniversary of the Grant Date) with the exercise price payable at the time of exercise. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part until the Option terminates. The Option may not be exercised after the Expiration Date.

If a Change of Control of the Company occurs or you incur a Termination of Employment before the fourth anniversary of the Grant Date, your rights under the Option will be determined as provided in the attached Terms and Conditions of Employee Incentive Stock Option Award Agreements (the “ Terms and Conditions ”).

Upon your exercise of the Option the Company shall cause to be issued to you the Shares for which the Option is exercised, and such Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).


The Shares that may be issued under the Plan will be registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. You may obtain a copy of the Plan Prospectus by requesting it from the Company.

Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Plan or the Terms and Conditions.

In accepting the award of the Option set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan, this Agreement and the Terms and Conditions.

 

GEOSPACE TECHNOLOGIES CORPORATION

 

Chief Executive Officer
ACCEPTED

 

Employee


GEOSPACE TECHNOLOGIES CORPORATION

TERMS AND CONDITIONS

OF

EMPLOYEE INCENTIVE STOCK OPTION AWARD AGREEMENTS

These Terms and Conditions are applicable to an award of a Incentive stock option (the “ Option ”) granted pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”) that is intended to satisfy the requirements of section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”) and are incorporated as part of the Incentive Stock Option Award Agreement setting forth the terms of the Option (the “ Agreement ”).

 

1. TERMINATION OF EMPLOYMENT. The following provisions will apply in the event you incur a Termination of Employment before the fourth anniversary of the Grant Date (the “ Fourth Anniversary Date ”) specified in the Agreement:

1.1 Termination of Employment Generally . If you incur a Termination of Employment on or before the Fourth Anniversary Date for any reason other than one of the reasons described in Sections 1.2 and 1.3 below, then on the date you incur a Termination of Employment, the vesting restrictions then applicable to the Option shall not lapse and the Option will be forfeited as to the number of Shares then subject to the vesting restrictions shall be forfeited.

1.2 Disability . Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you incur a Disability before the Fourth Anniversary Date and before you incur a Termination of Employment, all remaining vesting and exercisability restrictions shall immediately lapse on the date of your Termination of Employment due to your Disability.

1.3 Death . Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you die before the Fourth Anniversary Date and before you otherwise incur a Termination of Employment, all remaining vesting and exercisability restrictions shall immediately lapse on the date of your Termination of Employment due to your death and the Option will be fully exercisable.

Period of Exercisability Following Termination of Employment . The Option, to the extent vested and exercisable, will terminate on the earlier of (1) the Expiration Date of the Option or (2) one day less than three months after the date you incur a Termination of Employment for any reason other than your death or Disability. During this period, you may exercise the Option in respect of the number of shares that were vested on the date of your Termination of Employment. If you incur a Termination of Employment due to your death or Disability before the Expiration Date, the Option will terminate on the earlier of (1) the Expiration Date of the option or (2) the first anniversary of the date on which you incur a Termination of Employment. During this period you or your executors, administrators or any person to whom the Option may be transferred by will or by the laws of descent and distribution, as the case may be, may exercise the Option.

 

1


2. CHANGE OF CONTROL. Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if a Change of Control occurs before the Fourth Anniversary Date and before you incur a Termination of Employment, then all remaining vesting and exercisability restrictions shall immediately lapse on date of the Change of Control and the Option will be fully exercisable.

 

3. TERMINATION OF EMPLOYMENT. If you incur a Termination of Employment for any reason other than your death or Disability before the Expiration Date set forth in the Agreement, the Option will not continue to vest after the Termination of Employment. The Committee shall determine, in its sole discretion, whether you have incurred a Termination of Employment.

 

4. EXERCISE . When the Option is exercisable, you may exercise the Option by delivering this original Agreement and an exercise notice to the Company in a form acceptable to the Committee that specifies the number of Shares with respect to which the Option is being exercised and contains such other representations and agreements as may be required by the Committee. The exercise notice must be accompanied by payment of the exercise price for the exercised shares. You must also make provision to satisfy applicable tax withholding obligations (if any).

 

5. METHOD OF PAYMENT . When you exercise the Option, you may pay the exercise price by any combination of the following: (a) cash, certified check, bank draft or postal or express money order, (b) Mature Shares with a Fair Market Value on the date of surrender equal to the exercise price for the shares being purchased, (c) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (d) any other form of payment acceptable to the Committee in its sole discretion.

 

6. TAXES AND TAX WITHHOLDING . You should consult with your tax advisor concerning the tax consequences of exercising the Option. To the extent that the receipt of the Option or the Agreement, the vesting of the Option or the exercise of the Option results in income to you for federal, state or local income, or other tax purposes with respect to which the Company or an Affiliate has a withholding obligation, You must deliver to the Company at the time of such exercise such amount of money as the Company or an Affiliate may require to meet its obligation under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to withhold from the Shares subject to the Option or from any cash or stock remuneration then or thereafter payable to you any tax required to be withheld by reason of such taxable income, including (without limitation) shares subject to the Option sufficient to satisfy the withholding obligation.

 

7. NONTRANSFERABILITY. The Option and the Agreement are not transferable or assignable by you other than by will or the laws of descent and distribution, and shall be exercisable during your lifetime only by you.

 

2


8. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Option shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to the Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

 

9. NO RIGHTS AS A STOCKHOLDER . You will not have any rights as a stockholder of the Company with respect to any Shares covered by the Option until the date of the issuance of the Shares following exercise of the Option pursuant to the Agreement and the Terms and Conditions and payment for the Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.

 

10. SECURITIES ACT LEGEND. You consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

 

11. LIMIT OF LIABILITY . Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

 

12. DATA PRIVACY . The Company’s Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the grantees and the Incentive stock options granted for all employees, Employees and directors in the Company and its Affiliates worldwide.

The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of shares of stock subject to any award (“ Personal Data ”). From time to time the Company may transfer certain of your Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan (the “ Purposes ”), and the Company and its Affiliates may each further transfer your Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan (collectively, “ Data Recipients ”). The countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

In accepting the award of the Option, you hereby expressly acknowledge that you understand that from time to time the Company and its Affiliates may transfer your Personal Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

 

3


Further, in accepting the award of the Option, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Personal Data by the Company and its Affiliates to Data Recipients for the Purposes from time to time.

 

13. FORFEITURE AND RECOUPMENT OF PROCEEDS . The provisions of this Section 13 are intended to protect the Company’s goodwill, which you acknowledge and agree is a unique and valuable asset of the Company.

13.1 Forfeiture . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in any of the behavior(s) prohibited in Section 14.1 at any time after the date of grant of the Option, or any of Section 14.2, Section 14.3 or Section 14.4 during the applicable time-period(s) specified in those Sections, then, to the extent determined by the Committee in its sole discretion, all or a portion of your rights under the Option, still outstanding at that time, shall immediately terminate and become null and void.

13.2 Recoupment of Proceeds . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in any of the behavior(s) prohibited in Section 14.1 at any time after the date of the grant of the Option while employed by the Company or any of its Affiliates or within twenty-four (24) months after the date you incur a Termination of Employment, or any of Section 14.2, Section 14.3 or Section 14.4 during the applicable time-period(s) specified in those Sections, then to the extent determined by the Committee in its sole discretion, you shall be obligated to pay to Company, for each share of Common Stock that is transferred to you pursuant to an exercise of the Option by you that occurs within six months prior to your Termination of Employment or within thirty (30) months following your Termination of Employment, an amount equal to the Fair Market Value of the share of Common Stock (measured as of the date of exercise) minus the exercise price paid by you for such share of Common Stock. You shall tender to the Company cash payment of such exercise proceeds within fifteen (15) business days after written demand therefor is made by the Committee. You shall bear sole responsibility for the amount of any taxes paid by you respect to your exercise of the Option, notwithstanding any subsequent recoupment of the proceeds of the Option exercise by the Company.

 

14. PROHIBITED ACTIVITIES.

14.1 Prohibited Disclosure of Confidential Information . You agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 13 if you:

(i) make any unauthorized disclosure of any Confidential Information or specialized training of the Company or any of its Affiliates, or makes any use thereof except in the carrying out of your responsibilities for the Company or any of its Affiliates,

 

4


(ii) fail to preserve and protect the confidentiality of third party Confidential Information to the same extent, and on the same basis, as the Company’s Confidential Information,

(iii) store electronic data of the Company or any of its Affiliates, including but not limited to Confidential Information, on any electronic storage device that is not owned by the Company or any of its Affiliates without prior written consent of the Company or the Affiliate.

For purposes of these Terms and Conditions, “ Confidential Information ” means and includes the Company’s or any of its Affiliate’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information and strategies discussed in Plan Meetings, human resources information such as salary and budget information, performance ratings and headcount numbers, information about underperforming districts or contracts, and cost structures as well as, information regarding customers, employees, vendors, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement plans and procedures, and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Company’s or any of its Affiliate’s relationship with that customer); pricing strategies and price curves; plans and strategies for divestitures, mergers, expansion or acquisitions; budgets; customer lists; research and development projects and results; financial and sales data; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; service strategies, prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Company or any of its Affiliates; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to Employees or other service providers; and other such confidential or proprietary information.

14.2 Prohibition Against Solicitation of Customers . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the option may be recouped pursuant to Section 13 if within eighteen (18) months following the date you incur a Termination of Employment for any reason, you call on, service, solicit, or accept competing business from customers of the Company or any of its Affiliates with whom you, within the previous eighteen (18) months, (i) had or made contact, or (ii) had access to information and files regarding.

 

5


14.3 Prohibition Against Solicitation of Employees . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 13 if within twenty-four (24) months following the date you incur a Termination of Employment you:

(i) either directly or indirectly, call on, solicit, or induce any other employee or officer of the Company or any of its Affiliates to terminate his or her employment with the Company or any of its Affiliates, or

(ii) assist any other person or entity in such a solicitation.

14.4 Other Prohibited Activities . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 13 if during your affiliation with the Company you engage in fraud, embezzlement or other felony that is detrimental to the Company or any of its Affiliates.

14.5 Determinations . All determinations under this Section 14, including whether you have engaged in any of the activities described in any of Sections 14.1, 14.2, 14.3 or 14.4 shall be made by the Committee in its sole discretion.

 

15. ACKNOWLEDGMENTS AND AGREEMENTS BY YOU. In accepting the award of the Option you acknowledge and agree as follows:

(i) You have helped to develop the Company’s goodwill, including the relationships the Company has developed with its customers and employees and their identities, and are capable of diverting that goodwill;

(ii) the consideration for the non-solicitation and confidentiality agreements contained in Sections 14.1 through 14.3, the grant of the Option and the transfer of shares of Common Stock pursuant to the Option, are reasonably related to the Company’s interest in protecting its goodwill;

(iii) You have no right to be granted the Option but rather, the grant of the Option is in the sole discretion of the Committee;

(iv) the enforceability of the agreements contained in Sections 14.1 through 14.4 is a precondition for the Option set forth in the Agreement to remain in effect and if any of such agreements are found to be invalid or unenforceable by a court or tribunal of competent jurisdiction in an action or proceeding between you and the Company or any of its Affiliates, the Option shall be forfeited and you will be required to return certain profits to the Company in the amounts specified in Section 13.2;

 

6


(v) the Confidential Information constitutes a valuable, special, and unique asset used by the Company and its divisions in their business to obtain a competitive advantage over their competitors who do not have access to such Confidential Information;

(vi) protection of the Confidential Information against unauthorized disclosure and use is of critical importance to the Company and its divisions in maintaining their competitive position,

(vii) the restrictions of Section 14.2 are limited by geography to the specific places, addresses, or locations where a customer is present and available for soliciting or servicing; and

(viii) You shall bear sole responsibility for the amount of any taxes paid by you with respect to your exercise of the Option, notwithstanding any subsequent recoupment of the proceeds of such Option exercise by the Company.

 

16. OTHER AGREEMENTS. Nothing in these Terms and Conditions is intended to reduce the Company’s protections or your obligations under (1) any other agreement between you and the Company or any of its Affiliates, (2) the common law, or (3) any applicable state or federal statute.

 

17. GOVERNING LAW AND VENUE. The Plan, these Terms and Conditions and the award of the stock option set forth in the Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan, these Terms and Conditions and the award of the Option to the substantive law of another jurisdiction. In accepting the award of the Option you are deemed to agree to submit to the exclusive jurisdiction and venue of the federal or state courts of Harris County, Houston, Texas, to resolve any and all issues that may arise out of or relate to the Plan, these Terms and Conditions and the award of the Option.

 

18. SEVERABILITY AND BLUE PENCILING . If any single Section or clause of these Terms and Conditions should be found unenforceable, it shall be severed and the remaining Sections and clauses of these Terms and Conditions shall be enforced in accordance with the intent of these Terms and Conditions. If any particular provision of these Terms and Conditions shall be adjudicated to be invalid or unenforceable, the Company and you specifically authorize the court making such determination to edit the invalid or unenforceable provision to allow these Terms and Conditions, and the provisions thereof, to be valid and enforceable to the fullest extent allowed by law or public policy.

 

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19. MISCELLANEOUS . The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms “ you ” and “ your ” refer to the Participant named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement.

 

8

Exhibit 10.3

 

LOGO

EMPLOYEE NONQUALIFIED STOCK OPTION AWARD AGREEMENT

 

Grantee:     ___________ 
Grant Date:     ___________ 
Total Number of Shares Granted:     ___________ 
Exercise Price per Share:    $      .     
Expiration Date:     ___________ 
Terms of Award; Vesting Schedule:    4 years, with vesting in installments of 25% on the anniversary date of the Grant Date in each of the years 20    , 20    , 20     and 20    .

AWARD OF NONQUALIFIED STOCK OPTION

Geospace Technologies Corporation (the “ Company ”), pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”), hereby awards to you, the above-named Grantee, effective as of the Grant Date set forth above, a nonqualified stock option (the “ Option ”) to purchase              shares (the “ Shares ”) of the Company’s Common Stock, $0.01 par value per share (the “ Common Stock ”) for the exercise price set forth above for each Share subject to the Option, subject to adjustment as provided in the Plan. The Option is exercisable in installments in accordance with the Vesting Schedule set forth above (provided that you do not incur a Termination of Employment prior to the applicable anniversary of the Grant Date) with the exercise price payable at the time of exercise. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part until the Option terminates. The Option may not be exercised after the Expiration Date.

If a Change of Control of the Company occurs or you incur a Termination of Employment before the fourth anniversary of the Grant Date, your rights under the Option will be determined as provided in the attached Terms and Conditions of Employee Nonqualified Stock Option Award Agreements (the “ Terms and Conditions ”).

Upon your exercise of the Option the Company shall cause to be issued to you the Shares for which the Option is exercised, and such Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).


The Shares that may be issued under the Plan will be registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. You may obtain a copy of the Plan Prospectus by requesting it from the Company.

Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Plan or the Terms and Conditions.

In accepting the award of the Option set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan, this Agreement and the Terms and Conditions.

 

GEOSPACE TECHNOLOGIES CORPORATION

 

Chief Executive Officer
ACCEPTED

 

Employee


GEOSPACE TECHNOLOGIES CORPORATION

TERMS AND CONDITIONS

OF

EMPLOYEE NONQUALIFIED STOCK OPTION AWARD AGREEMENTS

These Terms and Conditions are applicable to an award of a nonqualified stock option (the “ Option ”) granted pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”) that is not intended to satisfy the requirements of section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”) and are incorporated as part of the Nonqualified Stock Option Award Agreement setting forth the terms of the Option (the “ Agreement ”).

 

1. TERMINATION OF EMPLOYMENT. The following provisions will apply in the event you incur a Termination of Employment before the fourth anniversary of the Grant Date (the “ Fourth Anniversary Date ”) specified in the Agreement:

1.1 Termination of Employment Generally . If you incur a Termination of Employment on or before the Fourth Anniversary Date for any reason other than one of the reasons described in Sections 1.2 and 1.3 below, then on the date you incur a Termination of Employment, the vesting restrictions then applicable to the Option shall not lapse and the Option will be forfeited as to the number of Shares then subject to the vesting restrictions shall be forfeited.

1.2 Disability . Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you incur a Disability before the Fourth Anniversary Date and before you incur a Termination of Employment, all remaining vesting and exercisability restrictions shall immediately lapse on the date of your Termination of Employment due to your Disability.

1.3 Death . Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you die before the Fourth Anniversary Date and before you otherwise incur a Termination of Employment, all remaining vesting and exercisability restrictions shall immediately lapse on the date of your Termination of Employment due to your death and the Option will be fully exercisable.

Period of Exercisability Following Termination of Employment . The Option, to the extent vested and exercisable, will terminate on the earlier of (1) the Expiration Date of the Option or (2) one day less than three months after the date you incur a Termination of Employment for any reason other than your death or Disability. During this period, you may exercise the Option in respect of the number of shares that were vested on the date of your Termination of Employment. If you incur a Termination of Employment due to your death or Disability before the Expiration Date, the Option will terminate on the earlier of (1) the Expiration Date of the option or (2) the first anniversary of the date on which you incur a Termination of Employment. During this period you or your executors, administrators or any person to whom the Option may be transferred by will or by the laws of descent and distribution, as the case may be, may exercise the Option.

 

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2. CHANGE OF CONTROL. Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if a Change of Control occurs before the Fourth Anniversary Date and before you incur a Termination of Employment, then all remaining vesting and exercisability restrictions shall immediately lapse on date of the Change of Control and the Option will be fully exercisable.

 

3. TERMINATION OF EMPLOYMENT. If you incur a Termination of Employment for any reason other than your death or Disability before the Expiration Date set forth in the Agreement, the Option will not continue to vest after the Termination of Employment. The Committee shall determine, in its sole discretion, whether you have incurred a Termination of Employment.

 

4. EXERCISE . When the Option is exercisable, you may exercise the Option by delivering this original Agreement and an exercise notice to the Company in a form acceptable to the Committee that specifies the number of Shares with respect to which the Option is being exercised and contains such other representations and agreements as may be required by the Committee. The exercise notice must be accompanied by payment of the exercise price for the exercised shares. You must also make provision to satisfy applicable tax withholding obligations (if any).

 

5. METHOD OF PAYMENT . When you exercise the Option, you may pay the exercise price by any combination of the following: (a) cash, certified check, bank draft or postal or express money order, (b) Mature Shares with a Fair Market Value on the date of surrender equal to the exercise price for the shares being purchased, (c) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (d) any other form of payment acceptable to the Committee in its sole discretion.

 

6. TAXES AND TAX WITHHOLDING . You should consult with your tax advisor concerning the tax consequences of exercising the Option. To the extent that the receipt of the Option or the Agreement, the vesting of the Option or the exercise of the Option results in income to you for federal, state or local income, or other tax purposes with respect to which the Company or an Affiliate has a withholding obligation, You must deliver to the Company at the time of such exercise such amount of money as the Company or an Affiliate may require to meet its obligation under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to withhold from the Shares subject to the Option or from any cash or stock remuneration then or thereafter payable to you any tax required to be withheld by reason of such taxable income, including (without limitation) shares subject to the Option sufficient to satisfy the withholding obligation.

 

7. NONTRANSFERABILITY. The Option and the Agreement are not transferable or assignable by you other than by will or the laws of descent and distribution, and shall be exercisable during your lifetime only by you.

 

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8. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Option shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to the Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

 

9. NO RIGHTS AS A STOCKHOLDER . You will not have any rights as a stockholder of the Company with respect to any Shares covered by the Option until the date of the issuance of the Shares following exercise of the Option pursuant to the Agreement and the Terms and Conditions and payment for the Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.

 

10. SECURITIES ACT LEGEND. You consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

 

11. LIMIT OF LIABILITY . Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

 

12. DATA PRIVACY . The Company’s Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the grantees and the nonqualified stock options granted for all employees, Employees and directors in the Company and its Affiliates worldwide.

The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of shares of stock subject to any award (“ Personal Data ”). From time to time the Company may transfer certain of your Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan (the “ Purposes ”), and the Company and its Affiliates may each further transfer your Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan (collectively, “ Data Recipients ”). The countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

In accepting the award of the Option, you hereby expressly acknowledge that you understand that from time to time the Company and its Affiliates may transfer your Personal Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

 

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Further, in accepting the award of the Option, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Personal Data by the Company and its Affiliates to Data Recipients for the Purposes from time to time.

 

13. FORFEITURE AND RECOUPMENT OF PROCEEDS . The provisions of this Section 13 are intended to protect the Company’s goodwill, which you acknowledge and agree is a unique and valuable asset of the Company.

13.1 Forfeiture . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in any of the behavior(s) prohibited in Section 14.1 at any time after the date of grant of the Option, or any of Section 14.2, Section 14.3 or Section 14.4 during the applicable time-period(s) specified in those Sections, then, to the extent determined by the Committee in its sole discretion, all or a portion of your rights under the Option, still outstanding at that time, shall immediately terminate and become null and void.

13.2 Recoupment of Proceeds . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in any of the behavior(s) prohibited in Section 14.1 at any time after the date of the grant of the Option while employed by the Company or any of its Affiliates or within twenty-four (24) months after the date you incur a Termination of Employment, or any of Section 14.2, Section 14.3 or Section 14.4 during the applicable time-period(s) specified in those Sections, then to the extent determined by the Committee in its sole discretion, you shall be obligated to pay to Company, for each share of Common Stock that is transferred to you pursuant to an exercise of the Option by you that occurs within six months prior to your Termination of Employment or within thirty (30) months following your Termination of Employment, an amount equal to the Fair Market Value of the share of Common Stock (measured as of the date of exercise) minus the exercise price paid by you for such share of Common Stock. You shall tender to the Company cash payment of such exercise proceeds within fifteen (15) business days after written demand therefor is made by the Committee. You shall bear sole responsibility for the amount of any taxes paid by you respect to your exercise of the Option, notwithstanding any subsequent recoupment of the proceeds of the Option exercise by the Company.

 

14. PROHIBITED ACTIVITIES.

14.1 Prohibited Disclosure of Confidential Information . You agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 13 if you:

(i) make any unauthorized disclosure of any Confidential Information or specialized training of the Company or any of its Affiliates, or makes any use thereof except in the carrying out of your responsibilities for the Company or any of its Affiliates,

 

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(ii) fail to preserve and protect the confidentiality of third party Confidential Information to the same extent, and on the same basis, as the Company’s Confidential Information,

(iii) store electronic data of the Company or any of its Affiliates, including but not limited to Confidential Information, on any electronic storage device that is not owned by the Company or any of its Affiliates without prior written consent of the Company or the Affiliate.

For purposes of these Terms and Conditions, “ Confidential Information ” means and includes the Company’s or any of its Affiliate’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information and strategies discussed in Plan Meetings, human resources information such as salary and budget information, performance ratings and headcount numbers, information about underperforming districts or contracts, and cost structures as well as, information regarding customers, employees, vendors, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement plans and procedures, and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Company’s or any of its Affiliate’s relationship with that customer); pricing strategies and price curves; plans and strategies for divestitures, mergers, expansion or acquisitions; budgets; customer lists; research and development projects and results; financial and sales data; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; service strategies, prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Company or any of its Affiliates; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to Employees or other service providers; and other such confidential or proprietary information.

14.2 Prohibition Against Solicitation of Customers . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the option may be recouped pursuant to Section 13 if within eighteen (18) months following the date you incur a Termination of Employment for any reason, you call on, service, solicit, or accept competing business from customers of the Company or any of its Affiliates with whom you, within the previous eighteen (18) months, (i) had or made contact, or (ii) had access to information and files regarding.

 

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14.3 Prohibition Against Solicitation of Employees . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 13 if within twenty-four (24) months following the date you incur a Termination of Employment you:

(i) either directly or indirectly, call on, solicit, or induce any other employee or officer of the Company or any of its Affiliates to terminate his or her employment with the Company or any of its Affiliates, or

(ii) assist any other person or entity in such a solicitation.

14.4 Other Prohibited Activities . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 13 if during your affiliation with the Company you engage in fraud, embezzlement or other felony that is detrimental to the Company or any of its Affiliates.

14.5 Determinations . All determinations under this Section 14, including whether you have engaged in any of the activities described in any of Sections 14.1, 14.2, 14.3 or 14.4 shall be made by the Committee in its sole discretion.

 

15. ACKNOWLEDGMENTS AND AGREEMENTS BY YOU. In accepting the award of the Option you acknowledge and agree as follows:

(i) You have helped to develop the Company’s goodwill, including the relationships the Company has developed with its customers and employees and their identities, and are capable of diverting that goodwill;

(ii) the consideration for the non-solicitation and confidentiality agreements contained in Sections 14.1 through 14.3, the grant of the Option and the transfer of shares of Common Stock pursuant to the Option, are reasonably related to the Company’s interest in protecting its goodwill;

(iii) You have no right to be granted the Option but rather, the grant of the Option is in the sole discretion of the Committee;

(iv) the enforceability of the agreements contained in Sections 14.1 through 14.4 is a precondition for the Option set forth in the Agreement to remain in effect and if any of such agreements are found to be invalid or unenforceable by a court or tribunal of competent jurisdiction in an action or proceeding between you and the Company or any of its Affiliates, the Option shall be forfeited and you will be required to return certain profits to the Company in the amounts specified in Section 13.2;

 

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(v) the Confidential Information constitutes a valuable, special, and unique asset used by the Company and its divisions in their business to obtain a competitive advantage over their competitors who do not have access to such Confidential Information;

(vi) protection of the Confidential Information against unauthorized disclosure and use is of critical importance to the Company and its divisions in maintaining their competitive position,

(vii) the restrictions of Section 14.2 are limited by geography to the specific places, addresses, or locations where a customer is present and available for soliciting or servicing; and

(viii) You shall bear sole responsibility for the amount of any taxes paid by you with respect to your exercise of the Option, notwithstanding any subsequent recoupment of the proceeds of such Option exercise by the Company.

 

16. OTHER AGREEMENTS. Nothing in these Terms and Conditions is intended to reduce the Company’s protections or your obligations under (1) any other agreement between you and the Company or any of its Affiliates, (2) the common law, or (3) any applicable state or federal statute.

 

17. GOVERNING LAW AND VENUE. The Plan, these Terms and Conditions and the award of the stock option set forth in the Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan, these Terms and Conditions and the award of the Option to the substantive law of another jurisdiction. In accepting the award of the Option you are deemed to agree to submit to the exclusive jurisdiction and venue of the federal or state courts of Harris County, Houston, Texas, to resolve any and all issues that may arise out of or relate to the Plan, these Terms and Conditions and the award of the Option.

 

18. SEVERABILITY AND BLUE PENCILING . If any single Section or clause of these Terms and Conditions should be found unenforceable, it shall be severed and the remaining Sections and clauses of these Terms and Conditions shall be enforced in accordance with the intent of these Terms and Conditions. If any particular provision of these Terms and Conditions shall be adjudicated to be invalid or unenforceable, the Company and you specifically authorize the court making such determination to edit the invalid or unenforceable provision to allow these Terms and Conditions, and the provisions thereof, to be valid and enforceable to the fullest extent allowed by law or public policy.

 

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19. MISCELLANEOUS . The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms “ you ” and “ your ” refer to the Participant named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement.

 

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Exhibit 10.4

 

LOGO

CONSULTANT RESTRICTED STOCK AWARD AGREEMENT

AWARD OF RESTRICTED STOCK

Geospace Technologies Corporation (the “ Company ”), pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”), hereby awards to you,                     , effective as of             , 20     (the “ Grant Date ”),              shares (the “ Shares ”) of the Company’s Common Stock, $0.01 par value per share (the “ Common Stock ”), set forth above as Restricted Stock on the following terms and conditions:

During the Restricted Period, the Shares of Restricted Stock will be evidenced by entries in the stock register of the Company reflecting that such Shares of Restricted Stock have been issued in your name. For purposes of this Agreement, the term “ Restricted Period ” means the period specified herein during which the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered.

The Shares that are awarded hereby to you as Restricted Stock shall be subject to the prohibitions and restrictions set forth herein with respect to the sale or other disposition of such Shares and the obligation to forfeit and surrender such Shares to the Company (the “ Forfeiture Restrictions ”). The Forfeiture Restrictions shall lapse as to the Shares that are awarded hereby in accordance with the following schedule provided that you incur a Termination of Service has not terminated prior to the applicable lapse date:

 

  (a) on the first anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to one-quarter of the Shares subject to this Agreement; and

 

  (b) on each succeeding anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to an additional one-quarter of the Shares subject to this Agreement, so that on the fourth anniversary of the Grant Date the Forfeiture Restrictions shall lapse as to all of the Shares subject to this Agreement.

If a Change of Control of the Company occurs or you in incur a termination of your service relationship with the Company and all Affiliates (a “ Termination of Service ”) before the fourth anniversary of the Grant Date, your rights to the Shares of Restricted Stock under this Agreement will be determined as provided in the attached Terms and Conditions of Restricted Stock Award Agreements (the “ Terms and Conditions ”).

The Shares of Restricted Stock awarded hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of (other than by will or the applicable laws of descent and distribution) to the extent then subject to the Forfeiture Restrictions. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer,


encumbrance or disposition in violation of this Agreement shall be void and the Company and its Affiliates shall not be bound thereby. Further, the Shares awarded hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (a) the Company may refuse to cause the transfer of the Shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares.

Upon the lapse of the Forfeiture Restrictions with respect to Shares awarded hereby the Company shall cause to be delivered to you a stock certificate representing such Shares, and such Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).

The Shares that may be issued under the Plan will be registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. You may obtain a copy of the Plan Prospectus by requesting it from the Company.

Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Plan or the Terms and Conditions.

In accepting the award of Shares of Restricted Stock set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan, this Agreement and the Terms and Conditions.

 

GEOSPACE TECHNOLOGIES CORPORATION

 

Chief Executive Officer
ACCEPTED this      day of             , 20    .

 

Consultant


GEOSPACE TECHNOLOGIES CORPORATION

TERMS AND CONDITIONS

OF

CONSULTANT RESTRICTED STOCK AWARD AGREEMENTS

These Terms and Conditions are applicable to a restricted stock award (an “ Award ”) granted pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”) and are incorporated as part of the Restricted Stock Award Agreement setting forth the terms of such Award (the “ Agreement ”).

 

1. TERMINATION OF SERVICE. The following provisions will apply in the event you incur a Termination of Service terminates before the fourth anniversary of the Grant Date (the “ Fourth Anniversary Date ”) under the Restricted Stock Award Agreement awarded to you (the “ Agreement ”): If you incur a Termination of Service terminates on or before the Fourth Anniversary Date for any reason, the Forfeiture Restrictions then applicable to the Shares of Restricted Stock shall not lapse and the number of Shares of Restricted Stock then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date you incur a Termination of Service terminates.

 

2. CHANGE OF CONTROL. Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if a Change of Control occurs before the Fourth Anniversary Date and before you incur a Termination of Service, then all remaining Forfeiture Restrictions shall immediately lapse on date of the Change of Control.

 

3. NONTRANSFERABILITY. The Agreement is not transferable by you otherwise than by will or by the laws of descent and distribution.

 

4. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Shares of Restricted Stock shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to the Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

 

5.

RIGHTS REGARDING DISTRIBUTIONS MADE BY THE COMPANY DURING THE RESTRICTED PERIOD . During the Restricted Period, (a) any securities of the Company distributed by the Company in respect of the Shares of Restricted Stock will be evidenced by entries in the appropriate securities register of the Company reflecting that such securities of the Company, if any, have been issued in your name (the “ Retained Company Securities ”) and (b) any securities of any company other than the Company or any other property (other than regular cash dividends) distributed by the Company in respect of the Shares of Restricted Stock will be evidenced in your name by such

 

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  certificates or in such other manner as the Company determines (the “ Retained Other Securities and Property ”) and shall bear a restrictive legend to the effect that ownership of such Retained Other Securities and Property and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan, the Agreement and these Terms and Conditions. The Retained Company Securities and the Retained Other Securities and Property (collectively, the “ Retained Distributions ”) shall be subject to the same restrictions, terms and conditions as are applicable to the Shares of Restricted Stock.

 

6. RIGHTS WITH RESPECT TO SHARES OF RESTRICTED STOCK AND RETAINED DISTRIBUTIONS DURING RESTRICTED PERIOD . You shall have the right to vote the Shares of Restricted Stock awarded to you and to receive and retain all regular cash dividends (which will be paid currently and in no case later than the end of the calendar year in which the dividends are paid to the holders of the Common Stock or, if later, the 15th day of the third month following the date the dividends are paid to the holders of the Common Stock), and to exercise all other rights, powers and privileges of a holder of the Common Stock, with respect to such Shares of Restricted Stock, with the exception that (a) you shall not be entitled to delivery of a stock certificate or certificates representing such Shares of Restricted Stock until the Forfeiture Restrictions applicable thereto shall have lapsed, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Shares of Restricted Stock until such time, if ever, as the Forfeiture Restrictions applicable to the Shares of Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have lapsed, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) you may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Shares of Restricted Stock or any Retained Distributions during the Restricted Period. During the Restricted Period, the Company may, in its sole discretion, issue certificates for some or all of the Shares of Restricted Stock, in which case all such certificates shall be delivered to the Corporate Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Shares of Restricted Stock occurs or the Forfeiture Restrictions lapse. When requested by the Company, you shall execute such stock powers or other instruments of assignment as the Company requests relating to transfer to the Company of all or any portion of such Shares of Restricted Stock and any Retained Distributions that are forfeited in accordance with the Plan, the Agreement and these Terms and Conditions.

 

7. SECTION 83(B) ELECTION. You shall not exercise the election permitted under Section 83(b) of the Code with respect to the Shares of Restricted Stock without the written approval of the Chief Financial Officer of the Company.

 

8. SECURITIES ACT LEGEND. You consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

 

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9. LIMIT OF LIABILITY . Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

 

10. FORFEITURE . The provisions of this Section 10 are intended to protect the Company’s goodwill, which you acknowledge and agree is a unique and valuable asset of the Company. Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in any of the behavior(s) prohibited in any of Section 11.1, Section 11.2, Section 11.3 or Section 11.4 then, to the extent determined by the Committee in its sole discretion, all or a portion of your unvested rights under the Award, still outstanding at that time, shall immediately terminate and become null and void.

 

11. PROHIBITED ACTIVITIES.

11.1 Prohibited Disclosure of Confidential Information . You agree that, in the discretion of the Committee, the Award may be forfeited in whole or in part if you:

(i) make any unauthorized disclosure of any Confidential Information or specialized training of the Company or any of its Affiliates, or makes any use thereof except in the carrying out of your responsibilities for the Company or any of its Affiliates,

(ii) fail to preserve and protect the confidentiality of third party Confidential Information to the same extent, and on the same basis, as the Company’s Confidential Information,

(iii) store electronic data of the Company or any of its Affiliates, including but not limited to Confidential Information, on any electronic storage device that is not owned by the Company or any of its Affiliates without prior written consent of the Company or the Affiliate.

For purposes of these Terms and Conditions, “ Confidential Information ” means and includes the Company’s or any of its Affiliate’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information and strategies discussed in Plan Meetings, human resources information such as salary and budget information, performance ratings and headcount numbers, information about underperforming districts or contracts, and cost structures as well as, information regarding customers, employees, vendors, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement plans and procedures, and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Company’s or any of its

 

3


Affiliate’s relationship with that customer); pricing strategies and price curves; plans and strategies for divestitures, mergers, expansion or acquisitions; budgets; customer lists; research and development projects and results; financial and sales data; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; service strategies, prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Company or any of its Affiliates; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information.

11.2 Prohibition Against Solicitation of Customers . Ancillary to the grant of the Award, to protect the Company’s goodwill, and in consideration for the grant of the Award and the attendant transfer of Common Stock, by accepting the Award you agree that, in the discretion of the Committee, the Award may be forfeited in whole or in part pursuant to Section 10 if within eighteen (18) months following the date you incur a Termination of Service for any reason, you call on, service, solicit, or accept competing business from customers of the Company or any of its Affiliates with whom you, within the previous eighteen (18) months, (i) had or made contact, or (ii) had access to information and files regarding.

11.3 Prohibition Against Solicitation of Employees . Ancillary to the grant of the Award, to protect the Company’s goodwill, and in consideration for the grant of the Award and any transfer of Common Stock pursuant to the Award by you, by accepting the Award you agree that, in the discretion of the Committee, the Award may be forfeited in whole or in part if you:

(i) either directly or indirectly, call on, solicit, or induce any other employee or officer of the Company or any of its Affiliates to terminate his or her employment with the Company or any of its Affiliates, or

(ii) assist any other person or entity in such a solicitation.

11.4 Other Prohibited Activities . Ancillary to the grant of the Award, to protect the Company’s goodwill, and in consideration for the grant of the Award and any transfer of Common Stock pursuant to the Award by you, by accepting the Award you agree that, in the discretion of the Committee, the Award may be forfeited in whole or in part pursuant to Section 9 if you engage in fraud, embezzlement or other felony that is detrimental to the Company or any of its Affiliates.

11.5 Determinations . All determinations under this Section 11, including whether you have engaged in any of the activities described in any of Sections 11.1, 11.2, 11.3 or 11.4 shall be made by the Committee in its sole discretion.

 

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12. ACKNOWLEDGMENTS AND AGREEMENTS BY YOU. In accepting the award of the Award you acknowledge and agree as follows:

(i) You have helped to develop the Company’s goodwill, including the relationships the Company has developed with its customers and employees and their identities, and are capable of diverting that goodwill;

(ii) the consideration for the non-solicitation and confidentiality agreements contained in Sections 11.1 through 11.3, the grant of the Award and the transfer of shares of Common Stock pursuant to the Award, are reasonably related to the Company’s interest in protecting its goodwill;

(iii) You have no right to be granted the Award but rather, the grant of the Award is in the sole discretion of the Committee;

(iv) the enforceability of the agreements contained in Sections 11.1 through 11.4 is a precondition for the Award set forth in the Agreement to remain in effect and if any of such agreements are found to be invalid or unenforceable by a court or tribunal of competent jurisdiction in an action or proceeding between you and the Company or any of its Affiliates, the Award shall be forfeited;

(v) the Confidential Information constitutes a valuable, special, and unique asset used by the Company and its divisions in their business to obtain a competitive advantage over their competitors who do not have access to such Confidential Information;

(vi) protection of the Confidential Information against unauthorized disclosure and use is of critical importance to the Company and its divisions in maintaining their competitive position,

(vii) the restrictions of Section 11.2 are limited by geography to the specific places, addresses, or locations where a customer is present and available for soliciting or servicing.

 

13. OTHER AGREEMENTS. Nothing in these Terms and Conditions is intended to reduce the Company’s protections or your obligations under (1) any other agreement between you and the Company or any of its Affiliates, (2) the common law, or (3) any applicable state or federal statute.

 

14. LIMIT OF LIABILITY . Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

 

15. DATA PRIVACY . The Company’s Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the grantees and the restricted stock awards granted for all employees, consultants and directors in the Company and its Affiliates worldwide.

 

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The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of shares of stock subject to any award (“ Personal Data ”). From time to time the Company may transfer certain of your Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan (the “ Purposes ”), and the Company and its Affiliates may each further transfer your Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan (collectively, “ Data Recipients ”). The countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

In accepting the award of the Award, you hereby expressly acknowledge that you understand that from time to time the Company and its Affiliates may transfer your Personal Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

Further, in accepting the award of the Award, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Personal Data by the Company and its Affiliates to Data Recipients for the Purposes from time to time.

 

16. GOVERNING LAW AND VENUE. The Plan, these Terms and Conditions and the Award shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan, these Terms and Conditions and the grant of the Award to the substantive law of another jurisdiction. In accepting the award of the Award you are deemed to agree to submit to the exclusive jurisdiction and venue of the federal or state courts of Harris County, Houston, Texas, to resolve any and all issues that may arise out of or relate to the Plan, these Terms and Conditions and the grant of the Award.

 

17. SEVERABILITY AND BLUE PENCILING . If any single Section or clause of these Terms and Conditions should be found unenforceable, it shall be severed and the remaining Sections and clauses of these Terms and Conditions shall be enforced in accordance with the intent of these Terms and Conditions. If any particular provision of these Terms and Conditions shall be adjudicated to be invalid or unenforceable, the Company and you specifically authorize the court making such determination to edit the invalid or unenforceable provision to allow these Terms and Conditions, and the provisions thereof, to be valid and enforceable to the fullest extent allowed by law or public policy.

 

18. MISCELLANEOUS . The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms “ you ” and “ your ” refer to the Participant named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement.

 

6

Exhibit 10.5

 

LOGO

CONSULTANT NONQUALIFIED STOCK OPTION AWARD AGREEMENT

 

Grantee:     _____________ 
Grant Date:     _____________ 
Total Number of Shares Granted:     _____________ 
Exercise Price per Share:    $      .     
Expiration Date:     _____________ 
Terms of Award; Vesting Schedule:    4 years, with vesting in installments of 25% on the anniversary date of the Grant Date in each of the years 20    , 20    , 20     and 20    .

AWARD OF NONQUALIFIED STOCK OPTION

Geospace Technologies Corporation (the “ Company ”), pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”), hereby awards to you, the above-named Grantee, effective as of the Grant Date set forth above, a nonqualified stock option (the “ Option ”) to purchase              shares (the “ Shares ”) of the Company’s Common Stock, $0.01 par value per share (the “ Common Stock ”) for the exercise price set forth above for each Share subject to the Option, subject to adjustment as provided in the Plan. The Option is exercisable in installments in accordance with the Vesting Schedule set forth above (provided that you do not incur a termination of service with the Company and all of its Affiliates (a “ Termination of Service ”) prior to the applicable anniversary of the Grant Date) with the exercise price payable at the time of exercise. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part until the Option terminates. The Option may not be exercised after the Expiration Date.

If a Change of Control of the Company occurs or you incur a Termination of Service before the fourth anniversary of the Grant Date, your rights under the Option will be determined as provided in the attached Terms and Conditions of Consultant Nonqualified Stock Option Award Agreements (the “ Terms and Conditions ”).

Upon your exercise of the Option the Company shall cause to be issued to you the Shares for which the Option is exercised, and such Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).


The Shares that may be issued under the Plan will be registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. You may obtain a copy of the Plan Prospectus by requesting it from the Company.

Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Plan or the Terms and Conditions.

In accepting the award of the Option set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan, this Agreement and the Terms and Conditions.

 

GEOSPACE TECHNOLOGIES CORPORATION
 
Chief Executive Officer
ACCEPTED

 

Consultant


GEOSPACE TECHNOLOGIES CORPORATION

TERMS AND CONDITIONS

OF

CONSULTANT NONQUALIFIED STOCK OPTION AWARD AGREEMENTS

These Terms and Conditions are applicable to an award of a nonqualified stock option (the “ Option ”) granted pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”) that is not intended to satisfy the requirements of section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”) and are incorporated as part of the Nonqualified Stock Option Award Agreement setting forth the terms of the Option (the “ Agreement ”).

 

1. TERMINATION OF SERVICE. The following provisions will apply in the event you incur a Termination of Service before the fourth anniversary of the Grant Date (the “ Fourth Anniversary Date ”) specified in the Agreement:

1.1 Termination of Service Generally . If you incur a Termination of Service on or before the Fourth Anniversary Date, then on the date you incur a Termination of Service, the vesting restrictions then applicable to the Option shall not lapse and the Option will be forfeited as to the number of Shares then subject to the vesting restrictions shall be forfeited.

1.2 Period of Exercisability Following Termination of Service . The Option, to the extent vested and exercisable, will terminate on the earlier of (1) the Expiration Date of the Option or (2) one day less than three months after the date you incur a Termination of Service for any reason. During this period, you may exercise the Option in respect of the number of Shares that could be purchased under the Vesting Schedule as of the date of your Termination of Service. If you incur a Termination of Service due to your death before the Expiration Date, the Option will terminate on the earlier of (1) the Expiration Date of the option or (2) the first anniversary of the date on which you incur a Termination of Service. During this period you or your executors, administrators or any person to whom the Option may be transferred by will or by the laws of descent and distribution, as the case may be, may exercise the Option.

 

2. CHANGE OF CONTROL. Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if a Change of Control occurs before the Fourth Anniversary Date and before you incur a Termination of Service, then all remaining vesting and exercisability restrictions shall immediately lapse on date of the Change of Control and the Option will be fully exercisable.

 

3. TERMINATION OF SERVICE. If you incur a Termination of Service for any reason before the Expiration Date set forth in the Agreement, the Option will not continue to vest after the Termination of Service. The Committee shall determine, in its sole discretion, whether you have incurred a Termination of Service.

 

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4. EXERCISE . When the Option is exercisable, you may exercise the Option by delivering this original Agreement and an exercise notice to the Company in a form acceptable to the Committee that specifies the number of Shares with respect to which the Option is being exercised and contains such other representations and agreements as may be required by the Committee. The exercise notice must be accompanied by payment of the exercise price for the exercised shares. You must also make provision to satisfy applicable tax withholding obligations (if any).

 

5. METHOD OF PAYMENT . When you exercise the Option, you may pay the exercise price by any combination of the following: (a) cash, certified check, bank draft or postal or express money order, (b) Mature Shares with a Fair Market Value on the date of surrender equal to the exercise price for the shares being purchased, (c) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (d) any other form of payment acceptable to the Committee in its sole discretion.

 

6. TAXES AND TAX WITHHOLDING . You should consult with your tax advisor concerning the tax consequences of exercising the Option. To the extent that the receipt of the Option or the Agreement, the vesting of the Option or the exercise of the Option results in income to you for federal, state or local income, or other tax purposes with respect to which the Company or an Affiliate has a withholding obligation, You must deliver to the Company at the time of such exercise such amount of money as the Company or an Affiliate may require to meet its obligation under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to withhold from the Shares subject to the Option or from any cash or stock remuneration then or thereafter payable to you any tax required to be withheld by reason of such taxable income, including (without limitation) shares subject to the Option sufficient to satisfy the withholding obligation.

 

7. NONTRANSFERABILITY. The Option and the Agreement are not transferable or assignable by you other than by will or the laws of descent and distribution, and shall be exercisable during your lifetime only by you.

 

8. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Option shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to the Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

 

9. NO RIGHTS AS A STOCKHOLDER . You will not have any rights as a stockholder of the Company with respect to any Shares covered by the Option until the date of the issuance of the Shares following exercise of the Option pursuant to the Agreement and the Terms and Conditions and payment for the Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.

 

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10. SECURITIES ACT LEGEND. You consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

 

11. LIMIT OF LIABILITY . Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

 

12. DATA PRIVACY . The Company’s Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the grantees and the nonqualified stock options granted for all employees, consultants and directors in the Company and its Affiliates worldwide.

The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of shares of stock subject to any award (“ Personal Data ”). From time to time the Company may transfer certain of your Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan (the “ Purposes ”), and the Company and its Affiliates may each further transfer your Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan (collectively, “ Data Recipients ”). The countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

In accepting the award of the Option, you hereby expressly acknowledge that you understand that from time to time the Company and its Affiliates may transfer your Personal Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

Further, in accepting the award of the Option, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Personal Data by the Company and its Affiliates to Data Recipients for the Purposes from time to time.

 

13. FORFEITURE AND RECOUPMENT OF PROCEEDS . The provisions of this Section 13 are intended to protect the Company’s goodwill, which you acknowledge and agree is a unique and valuable asset of the Company.

 

3


13.1 Forfeiture . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in any of the behavior(s) prohibited in Section 14.1 at any time after the date of grant of the Option, or any of Section 14.2, Section 14.3 or Section 14.4 during the applicable time-period(s) specified in those Sections, then, to the extent determined by the Committee in its sole discretion, all or a portion of your rights under the Option, still outstanding at that time, shall immediately terminate and become null and void.

13.2 Recoupment of Proceeds . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in any of the behavior(s) prohibited in Section 14.1 at any time after the date of the grant of the Option while employed by the Company or any of its Affiliates or within twenty-four (24) months after the date you incur a Termination of Service, or any of Section 14.2, Section 14.3 or Section 14.4 during the applicable time-period(s) specified in those Sections, then to the extent determined by the Committee in its sole discretion, you shall be obligated to pay to Company, for each share of Common Stock that is transferred to you pursuant to an exercise of the Option by you that occurs within six months prior to your Termination of Service or within thirty (30) months following your Termination of Service, an amount equal to the Fair Market Value of the share of Common Stock (measured as of the date of exercise) minus the exercise price paid by you for such share of Common Stock. You shall tender to the Company cash payment of such exercise proceeds within fifteen (15) business days after written demand therefor is made by the Committee. You shall bear sole responsibility for the amount of any taxes paid by you respect to your exercise of the Option, notwithstanding any subsequent recoupment of the proceeds of the Option exercise by the Company.

 

14. PROHIBITED ACTIVITIES.

14.1 Prohibited Disclosure of Confidential Information . You agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 13 if you:

(i) make any unauthorized disclosure of any Confidential Information or specialized training of the Company or any of its Affiliates, or makes any use thereof except in the carrying out of your responsibilities for the Company or any of its Affiliates,

(ii) fail to preserve and protect the confidentiality of third party Confidential Information to the same extent, and on the same basis, as the Company’s Confidential Information,

(iii) store electronic data of the Company or any of its Affiliates, including but not limited to Confidential Information, on any electronic storage device that is not owned by the Company or any of its Affiliates without prior written consent of the Company or the Affiliate.

 

4


For purposes of these Terms and Conditions, “ Confidential Information ” means and includes the Company’s or any of its Affiliate’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information and strategies discussed in Plan Meetings, human resources information such as salary and budget information, performance ratings and headcount numbers, information about underperforming districts or contracts, and cost structures as well as, information regarding customers, employees, vendors, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement plans and procedures, and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Company’s or any of its Affiliate’s relationship with that customer); pricing strategies and price curves; plans and strategies for divestitures, mergers, expansion or acquisitions; budgets; customer lists; research and development projects and results; financial and sales data; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; service strategies, prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Company or any of its Affiliates; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information.

14.2 Prohibition Against Solicitation of Customers . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the option may be recouped pursuant to Section 9 if within eighteen (18) months following the date you incur a Termination of Service for any reason, you call on, service, solicit, or accept competing business from customers of the Company or any of its Affiliates with whom you, within the previous eighteen (18) months, (i) had or made contact, or (ii) had access to information and files regarding.

14.3 Prohibition Against Solicitation of Employees . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 13 if within twenty-four (24) months following the date you incur a Termination of Service you:

 

5


(i) either directly or indirectly, call on, solicit, or induce any other employee or officer of the Company or any of its Affiliates to terminate his or her employment with the Company or any of its Affiliates, or

(ii) assist any other person or entity in such a solicitation.

14.4 Other Prohibited Activities . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Committee, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 13 if during your affiliation with the Company you engage in fraud, embezzlement or other felony that is detrimental to the Company or any of its Affiliates.

14.5 Determinations . All determinations under this Section 14, including whether you have engaged in any of the activities described in any of Sections 14.1, 14.2, 14.3 or 14.4 shall be made by the Committee in its sole discretion.

 

15. ACKNOWLEDGMENTS AND AGREEMENTS BY YOU. In accepting the award of the Option you acknowledge and agree as follows:

(i) You have helped to develop the Company’s goodwill, including the relationships the Company has developed with its customers and employees and their identities, and are capable of diverting that goodwill;

(ii) the consideration for the non-solicitation and confidentiality agreements contained in Sections 14.1 through 14.3, the grant of the Option and the transfer of shares of Common Stock pursuant to the Option, are reasonably related to the Company’s interest in protecting its goodwill;

(iii) You have no right to be granted the Option but rather, the grant of the Option is in the sole discretion of the Committee;

(iv) the enforceability of the agreements contained in Sections 14.1 through 14.4 is a precondition for the Option set forth in the Agreement to remain in effect and if any of such agreements are found to be invalid or unenforceable by a court or tribunal of competent jurisdiction in an action or proceeding between you and the Company or any of its Affiliates, the Option shall be forfeited and you will be required to return certain profits to the Company in the amounts specified in Section 13.2;

(v) the Confidential Information constitutes a valuable, special, and unique asset used by the Company and its divisions in their business to obtain a competitive advantage over their competitors who do not have access to such Confidential Information;

 

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(vi) protection of the Confidential Information against unauthorized disclosure and use is of critical importance to the Company and its divisions in maintaining their competitive position,

(vii) the restrictions of Section 14.2 are limited by geography to the specific places, addresses, or locations where a customer is present and available for soliciting or servicing; and

(viii) You shall bear sole responsibility for the amount of any taxes paid by you with respect to your exercise of the Option, notwithstanding any subsequent recoupment of the proceeds of such Option exercise by the Company.

 

16. OTHER AGREEMENTS. Nothing in these Terms and Conditions is intended to reduce the Company’s protections or your obligations under (1) any other agreement between you and the Company or any of its Affiliates, (2) the common law, or (3) any applicable state or federal statute.

 

17. GOVERNING LAW AND VENUE. The Plan, these Terms and Conditions and the award of the stock option set forth in the Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan, these Terms and Conditions and the award of the Option to the substantive law of another jurisdiction. In accepting the award of the Option you are deemed to agree to submit to the exclusive jurisdiction and venue of the federal or state courts of Harris County, Houston, Texas, to resolve any and all issues that may arise out of or relate to the Plan, these Terms and Conditions and the award of the Option.

 

18. SEVERABILITY AND BLUE PENCILING . If any single Section or clause of these Terms and Conditions should be found unenforceable, it shall be severed and the remaining Sections and clauses of these Terms and Conditions shall be enforced in accordance with the intent of these Terms and Conditions. If any particular provision of these Terms and Conditions shall be adjudicated to be invalid or unenforceable, the Company and you specifically authorize the court making such determination to edit the invalid or unenforceable provision to allow these Terms and Conditions, and the provisions thereof, to be valid and enforceable to the fullest extent allowed by law or public policy.

 

19. MISCELLANEOUS . The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms “ you ” and “ your ” refer to the Participant named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement.

 

7

Exhibit 10.6

 

LOGO

DIRECTOR NONQUALIFIED STOCK OPTION AWARD AGREEMENT

 

Grantee:     _____________ 
Grant Date:     _____________ 
Total Number of Shares Granted:     _____________ 
Exercise Price per Share:    $      .     
Expiration Date:     _____________ 
Terms of Award; Vesting Schedule:    4 years, with vesting in installments of 25% on the anniversary date of the Grant Date in each of the years 20    , 20    , 20     and 20    .

AWARD OF NONQUALIFIED STOCK OPTION

The Board of Directors (the “ Board ”) of Geospace Technologies Corporation (the “ Company ”), pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”), hereby awards to you, the above-named Grantee, effective as of the Grant Date set forth above, a nonqualified stock option (the “ Option ”) to purchase              shares (the “ Shares ”) of the Company’s Common Stock, $0.01 par value per share (the “ Common Stock ”) for the exercise price set forth above for each Share subject to the Option, subject to adjustment as provided in the Plan. The Option is exercisable in installments in accordance with the Vesting Schedule set forth above (provided that your service on the Board has not terminated prior to the applicable anniversary of the Grant Date) with the exercise price payable at the time of exercise. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part until the Option terminates. The Option may not be exercised after the Expiration Date.

If a Change of Control of the Company occurs or your service on the Board terminates before the fourth anniversary of the Grant Date, your rights under the Option will be determined as provided in the attached Terms and Conditions of Director Nonqualified Stock Option Award Agreements (the “ Terms and Conditions ”).

Upon your exercise of the Option the Company shall cause to be issued to you the Shares for which the Option is exercised, and such Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).


The Shares that may be issued under the Plan will be registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. You may obtain a copy of the Plan Prospectus by requesting it from the Company.

Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Plan or the Terms and Conditions.

In accepting the award of the Option set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan, this Agreement and the Terms and Conditions.

 

GEOSPACE TECHNOLOGIES CORPORATION

 

Chief Executive Officer
ACCEPTED

 

Director


GEOSPACE TECHNOLOGIES CORPORATION

TERMS AND CONDITIONS

OF

DIRECTOR NONQUALIFIED STOCK OPTION AWARD AGREEMENTS

These Terms and Conditions are applicable to an award of a nonqualified stock option (the “ Option ”) granted pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”) that is not intended to satisfy the requirements of section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”) and are incorporated as part of the Nonqualified Stock Option Award Agreement setting forth the terms of the Option (the “ Agreement ”).

 

1. TERMINATION OF SERVICE. The following provisions will apply in the event your service on the Board terminates before the fourth anniversary of the Grant Date (the “ Fourth Anniversary Date ”) specified in the Agreement:

1.1 Termination of Service Generally . If your service on the Board terminates on or before the Fourth Anniversary Date for any reason other than one of the reasons described in Sections 1.2 and 1.3 below, then on the date your service on the Board terminates, the vesting restrictions then applicable to the Option shall not lapse and the Option will be forfeited as to the number of Shares then subject to the vesting restrictions shall be forfeited.

1.2 Disability . Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you incur a Disability before the Fourth Anniversary Date and before your service on the Board terminates, all remaining vesting and exercisability restrictions shall immediately lapse on the date of the termination of your service on the Board due to your Disability.

1.3 Death . Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you die before the Fourth Anniversary Date and before your service on the Board otherwise terminates, all remaining vesting and exercisability restrictions shall immediately lapse on the date of the termination of your service on the Board due to your death and the Option will be fully exercisable.

1.4 Period of Exercisability Following Termination of Service . The Option, to the extent vested and exercisable, will terminate on the earlier of (1) the Expiration Date of the Option or (2) one day less than three months after the date your service on the Board terminates for any reason other than your death or Disability. During this period, you may exercise the Option in respect of the number of shares that were vested on the date of your termination of service on the Board. If your service on the Board terminates due to your death or Disability before the Expiration Date, the Option will terminate on the earlier of (1) the Expiration Date of the option or (2) the first anniversary of the date on which your service on the Board terminates. During this period you or your executors, administrators or any person to whom the Option may be transferred by will or by the laws of descent and distribution, as the case may be, may exercise the Option.

 

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2. CHANGE OF CONTROL. Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if a Change of Control occurs before the Fourth Anniversary Date and before you cease to be a member of the Board, then all remaining vesting and exercisability restrictions shall immediately lapse on date of the Change of Control and the Option will be fully exercisable.

 

3. NONTRANSFERABILITY. The Option and the Agreement are not transferable or assignable by you other than by will or the laws of descent and distribution, and shall be exercisable during your lifetime only by you.

 

4. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Option shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to the Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

 

5. NO RIGHTS AS A STOCKHOLDER. You will not have any rights as a stockholder of the Company with respect to any Shares covered by the Option until the date of the issuance of the Shares following exercise of the Option pursuant to the Agreement and the Terms and Conditions and payment for the Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.

 

6. SECURITIES ACT LEGEND. You consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

 

7. LIMIT OF LIABILITY. Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

 

8. DATA PRIVACY. The Company’s Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the grantees and the nonqualified stock options granted for all employees, consultants and directors in the Company and its Affiliates worldwide.

The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of shares of stock subject to any award (“ Personal Data ”). From time to time the Company may transfer certain of your Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the

 

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Plan (the “ Purposes ”), and the Company and its Affiliates may each further transfer your Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan (collectively, “ Data Recipients ”). The countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

In accepting the award of the Option, you hereby expressly acknowledge that you understand that from time to time the Company and its Affiliates may transfer your Personal Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

Further, in accepting the award of the Option, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Personal Data by the Company and its Affiliates to Data Recipients for the Purposes from time to time.

 

9. FORFEITURE AND RECOUPMENT OF PROCEEDS . The provisions of this Section 9 are intended to protect the Company’s goodwill, which you acknowledge and agree is a unique and valuable asset of the Company.

9.1 Forfeiture . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in any of the behavior(s) prohibited in Section 10.1 at any time after the date of grant of the Option, or any of Section 10.2, Section 10.3 or Section 10.4 during the applicable time-period(s) specified in those Sections, then, to the extent determined by the Board in its sole discretion, all or a portion of your rights under the Option, still outstanding at that time, shall immediately terminate and become null and void.

9.2 Recoupment of Proceeds . Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in any of the behavior(s) prohibited in Section 10.1 at any time after the date of the grant of the Option while employed by the Company or any of its Affiliates or within twenty-four (24) months after the date you incur a termination of service on the Board, or any of Section 10.2, Section 10.3 or Section 10.4 during the applicable time-period(s) specified in those Sections, then to the extent determined by the Board in its sole discretion, you shall be obligated to pay to Company, for each share of Common Stock that is transferred to you pursuant to an exercise of the Option by you that occurs within six months prior to your termination of service on the Board or within thirty (30) months following your termination of service on the Board, an amount equal to the Fair Market Value of the share of Common Stock (measured as of the date of exercise) minus the exercise price paid by you for such share of Common Stock. You shall tender to the Company cash payment of such exercise proceeds within fifteen (15) business days after written demand therefor is made by the Board. You shall bear sole responsibility for the amount of any taxes paid by you respect to your exercise of the Option, notwithstanding any subsequent recoupment of the proceeds of the Option exercise by the Company.

 

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10. PROHIBITED ACTIVITIES.

10.1 Prohibited Disclosure of Confidential Information . You agree that, in the discretion of the Board, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 9 if you:

(i) make any unauthorized disclosure of any Confidential Information or specialized training of the Company or any of its Affiliates, or makes any use thereof except in the carrying out of your responsibilities for the Company or any of its Affiliates,

(ii) fail to preserve and protect the confidentiality of third party Confidential Information to the same extent, and on the same basis, as the Company’s Confidential Information,

(iii) store electronic data of the Company or any of its Affiliates, including but not limited to Confidential Information, on any electronic storage device that is not owned by the Company or any of its Affiliates without prior written consent of the Company or the Affiliate.

For purposes of these Terms and Conditions, “ Confidential Information ” means and includes the Company’s or any of its Affiliate’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information and strategies discussed in Plan Meetings, human resources information such as salary and budget information, performance ratings and headcount numbers, information about underperforming districts or contracts, and cost structures as well as, information regarding customers, employees, vendors, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement plans and procedures, and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Company’s or any of its Affiliate’s relationship with that customer); pricing strategies and price curves; plans and strategies for divestitures, mergers, expansion or acquisitions; budgets; customer lists; research and development projects and results; financial and sales data; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; service strategies, prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Company or any of its Affiliates; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information.

 

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10.2 Prohibition Against Solicitation of Customers . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Board, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the option may be recouped pursuant to Section 9 if within eighteen (18) months following the date you incur a termination of service on the Board for any reason, you call on, service, solicit, or accept competing business from customers of the Company or any of its Affiliates with whom you, within the previous eighteen (18) months, (i) had or made contact, or (ii) had access to information and files regarding.

10.3 Prohibition Against Solicitation of Employees . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Board, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 9 if within twenty-four (24) months following the date you incur a termination of service on the Board you:

(i) either directly or indirectly, call on, solicit, or induce any other employee or officer of the Company or any of its Affiliates to terminate his or her employment with the Company or any of its Affiliates, or

(ii) assist any other person or entity in such a solicitation.

10.4 Other Prohibited Activities . Ancillary to the grant of the Option, to protect the Company’s goodwill, and in consideration for the grant of the Option and any transfer of Common Stock pursuant to any exercise of the Option by you, by accepting the Option you agree that, in the discretion of the Board, the Option may be forfeited in whole or in part and/or certain proceeds of exercises under the Option may be recouped pursuant to Section 9 if during your affiliation with the Company you engage in fraud, embezzlement or other felony that is detrimental to the Company or any of its Affiliates.

10.5 Determinations . All determinations under this Section 10, including whether you have engaged in any of the activities described in any of Sections 10.1, 10.2, 10.3 or 10.4 shall be made by the Board in its sole discretion.

 

11. ACKNOWLEDGMENTS AND AGREEMENTS BY YOU. In accepting the award of the Option you acknowledge and agree as follows:

(i) You have helped to develop the Company’s goodwill, including the relationships the Company has developed with its customers and employees and their identities, and are capable of diverting that goodwill;

(ii) the consideration for the non-solicitation and confidentiality agreements contained in Sections 10.1 through 10.3, the grant of the Option and the transfer of shares of Common Stock pursuant to the Option, are reasonably related to the Company’s interest in protecting its goodwill;

 

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(iii) You have no right to be granted the Option but rather, the grant of the Option is in the sole discretion of the Committee;

(iv) the enforceability of the agreements contained in Sections 10.1 through 10.4 is a precondition for the Option set forth in the Agreement to remain in effect and if any of such agreements are found to be invalid or unenforceable by a court or tribunal of competent jurisdiction in an action or proceeding between you and the Company or any of its Affiliates, the Option shall be forfeited and you will be required to return certain profits to the Company in the amounts specified in Section 9.2;

(v) the Confidential Information constitutes a valuable, special, and unique asset used by the Company and its divisions in their business to obtain a competitive advantage over their competitors who do not have access to such Confidential Information;

(vi) protection of the Confidential Information against unauthorized disclosure and use is of critical importance to the Company and its divisions in maintaining their competitive position,

(vii) the restrictions of Section 10.2 are limited by geography to the specific places, addresses, or locations where a customer is present and available for soliciting or servicing; and

(viii) You shall bear sole responsibility for the amount of any taxes paid by you with respect to your exercise of the Option, notwithstanding any subsequent recoupment of the proceeds of such Option exercise by the Company.

 

12. OTHER AGREEMENTS. Nothing in these Terms and Conditions is intended to reduce the Company’s protections or your obligations under (1) any other agreement between you and the Company or any of its Affiliates, (2) the common law, or (3) any applicable state or federal statute.

 

13. GOVERNING LAW AND VENUE. The Plan, these Terms and Conditions and the award of the stock option set forth in the Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan, these Terms and Conditions and the award of the Option to the substantive law of another jurisdiction. In accepting the award of the Option you are deemed to agree to submit to the exclusive jurisdiction and venue of the federal or state courts of Harris County, Houston, Texas, to resolve any and all issues that may arise out of or relate to the Plan, these Terms and Conditions and the award of the Option.

 

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14. SEVERABILITY AND BLUE PENCILING . If any single Section or clause of these Terms and Conditions should be found unenforceable, it shall be severed and the remaining Sections and clauses of these Terms and Conditions shall be enforced in accordance with the intent of these Terms and Conditions. If any particular provision of these Terms and Conditions shall be adjudicated to be invalid or unenforceable, the Company and you specifically authorize the court making such determination to edit the invalid or unenforceable provision to allow these Terms and Conditions, and the provisions thereof, to be valid and enforceable to the fullest extent allowed by law or public policy.

 

15. MISCELLANEOUS. The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms “ you ” and “ your ” refer to the Participant named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement.

 

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Exhibit 10.7

 

LOGO

DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

AWARD OF RESTRICTED STOCK

The Board of Directors (the “Board”) of Geospace Technologies Corporation (the “ Company ”), pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”), hereby awards to you,                     , effective as of             , 20     (the “ Grant Date ”),              shares (the “ Shares ”) of the Company’s Common Stock, $0.01 par value per share (the “ Common Stock ”), set forth above as Restricted Stock on the following terms and conditions:

During the Restricted Period, the Shares of Restricted Stock will be evidenced by entries in the stock register of the Company reflecting that such Shares of Restricted Stock have been issued in your name. For purposes of this Agreement, the term “ Restricted Period ” means the period specified herein during which the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered.

The Shares that are awarded hereby to you as Restricted Stock shall be subject to the prohibitions and restrictions set forth herein with respect to the sale or other disposition of such Shares and the obligation to forfeit and surrender such Shares to the Company (the “ Forfeiture Restrictions ”). The Forfeiture Restrictions shall lapse as to the Shares that are awarded hereby in accordance with the following schedule provided that your service on the Board has not terminated prior to the applicable lapse date:

 

  (a) on the first anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to one-quarter of the Shares subject to this Agreement; and

 

  (b) on each succeeding anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to an additional one-quarter of the Shares subject to this Agreement, so that on the fourth anniversary of the Grant Date the Forfeiture Restrictions shall lapse as to all of the Shares subject to this Agreement.

If a Change of Control of the Company occurs or your service on the Board terminates before the fourth anniversary of the Grant Date, your rights to the Shares of Restricted Stock under this Agreement will be determined as provided in the attached Terms and Conditions of Restricted Stock Award Agreements (the “ Terms and Conditions ”).

The Shares of Restricted Stock awarded hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of (other than by will or the applicable laws of descent and distribution) to the extent then subject to the Forfeiture Restrictions. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer,


encumbrance or disposition in violation of this Agreement shall be void and the Company and its Affiliates (the “ Company Group ”) shall not be bound thereby. Further, the Shares awarded hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (a) the Company may refuse to cause the transfer of the Shares to be registered on the stock register of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable federal or state securities law and (b) the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares.

Upon the lapse of the Forfeiture Restrictions with respect to Shares awarded hereby the Company shall cause to be delivered to you a stock certificate representing such Shares, and such Shares shall be transferable by you (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law).

The Shares that may be issued under the Plan will be registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. You may obtain a copy of the Plan Prospectus by requesting it from the Company.

Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Plan or the Terms and Conditions.

In accepting the award of Shares of Restricted Stock set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan, this Agreement and the Terms and Conditions.

 

GEOSPACE TECHNOLOGIES CORPORATION
 

Chief Executive Officer

ACCEPTED this      day of             , 20    .

 

Director


GEOSPACE TECHNOLOGIES CORPORATION

TERMS AND CONDITIONS

OF

DIRECTOR RESTRICTED STOCK AWARD AGREEMENTS

These Terms and Conditions are applicable to a restricted stock award (an “ Award ”) granted pursuant to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (the “ Plan ”) and are incorporated as part of the Restricted Stock Award Agreement setting forth the terms of such Award (the “ Agreement ”).

 

1. TERMINATION OF SERVICE. The following provisions will apply in the event your service on the Board terminates before the fourth anniversary of the Grant Date (the “ Fourth Anniversary Date ”) under the Restricted Stock Award Agreement awarded to you (the “ Agreement ”):

1.1 Termination Generally . If your service on the Board terminates on or before the Fourth Anniversary Date for any reason other than one of the reasons described in Sections 1.2 and 1.3 below, the Forfeiture Restrictions then applicable to the Shares of Restricted Stock shall not lapse and the number of Shares of Restricted Stock then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date your service on the Board terminates.

1.2 Disability . Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you become permanently disabled before the Fourth Anniversary Date and before your service on the Board terminates, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of your service on the Board terminates due to your becoming permanently disabled. For purposes of this Section 1.2, you will be “ permanently disabled ” if you are unable to perform any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

1.3 Death . Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you die before the Fourth Anniversary Date and before your service on the Board terminates, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of your service on the Board terminates.

 

2. CHANGE OF CONTROL. Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if a Change of Control occurs before the Fourth Anniversary Date and before you cease to be a member of the Board, then all remaining Forfeiture Restrictions shall immediately lapse on date of the Change of Control.

 

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3. NONTRANSFERABILITY. The Agreement is not transferable by you otherwise than by will or by the laws of descent and distribution.

 

4. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Shares of Restricted Stock shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to the Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

 

5. RIGHTS REGARDING DISTRIBUTIONS MADE BY THE COMPANY DURING THE RESTRICTED PERIOD . During the Restricted Period, (a) any securities of the Company distributed by the Company in respect of the Shares of Restricted Stock will be evidenced by entries in the appropriate securities register of the Company reflecting that such securities of the Company, if any, have been issued in your name (the “ Retained Company Securities ”) and (b) any securities of any company other than the Company or any other property (other than regular cash dividends) distributed by the Company in respect of the Shares of Restricted Stock will be evidenced in your name by such certificates or in such other manner as the Company determines (the “ Retained Other Securities and Property ”) and shall bear a restrictive legend to the effect that ownership of such Retained Other Securities and Property and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan, the Agreement and these Terms and Conditions. The Retained Company Securities and the Retained Other Securities and Property (collectively, the “ Retained Distributions ”) shall be subject to the same restrictions, terms and conditions as are applicable to the Shares of Restricted Stock.

 

6.

RIGHTS WITH RESPECT TO SHARES OF RESTRICTED STOCK AND RETAINED DISTRIBUTIONS DURING RESTRICTED PERIOD . You shall have the right to vote the Shares of Restricted Stock awarded to you and to receive and retain all regular cash dividends (which will be paid currently and in no case later than the end of the calendar year in which the dividends are paid to the holders of the Common Stock or, if later, the 15th day of the third month following the date the dividends are paid to the holders of the Common Stock), and to exercise all other rights, powers and privileges of a holder of the Common Stock, with respect to such Shares of Restricted Stock, with the exception that (a) you shall not be entitled to delivery of a stock certificate or certificates representing such Shares of Restricted Stock until the Forfeiture Restrictions applicable thereto shall have lapsed, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Shares of Restricted Stock until such time, if ever, as the Forfeiture Restrictions applicable to the Shares of Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have lapsed, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) you may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Shares of Restricted Stock or any Retained Distributions during the Restricted Period. During the Restricted Period, the Company may, in its sole

 

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  discretion, issue certificates for some or all of the Shares of Restricted Stock, in which case all such certificates shall be delivered to the Corporate Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Shares of Restricted Stock occurs or the Forfeiture Restrictions lapse. When requested by the Company, you shall execute such stock powers or other instruments of assignment as the Company requests relating to transfer to the Company of all or any portion of such Shares of Restricted Stock and any Retained Distributions that are forfeited in accordance with the Plan, the Agreement and these Terms and Conditions.

 

7. SECTION 83(B) ELECTION. You shall not exercise the election permitted under Section 83(b) of the Code with respect to the Shares of Restricted Stock without the written approval of the Chief Financial Officer of the Company.

 

8. SECURITIES ACT LEGEND. You consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

 

9. LIMIT OF LIABILITY. Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

 

10. FORFEITURE . The provisions of this Section 10 are intended to protect the Company’s goodwill, which you acknowledge and agree is a unique and valuable asset of the Company. Notwithstanding any other provision of these Terms and Conditions or the Agreement, if you engage in any of the behavior(s) prohibited in any of Section 11.1, Section 11.2, Section 11.3 or Section 11.4 then, to the extent determined by the Board in its sole discretion, all or a portion of your unvested rights under the Award, still outstanding at that time, shall immediately terminate and become null and void.

 

11. PROHIBITED ACTIVITIES.

11.1 Prohibited Disclosure of Confidential Information . You agree that, in the discretion of the Board, the Award may be forfeited in whole or in part if you:

(i) make any unauthorized disclosure of any Confidential Information or specialized training of the Company or any of its Affiliates, or makes any use thereof except in the carrying out of your responsibilities for the Company or any of its Affiliates,

(ii) fail to preserve and protect the confidentiality of third party Confidential Information to the same extent, and on the same basis, as the Company’s Confidential Information,

(iii) store electronic data of the Company or any of its Affiliates, including but not limited to Confidential Information, on any electronic storage device that is not owned by the Company or any of its Affiliates without prior written consent of the Company or the Affiliate.

 

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For purposes of these Terms and Conditions, “ Confidential Information ” means and includes the Company’s or any of its Affiliate’s confidential and/or proprietary information and/or trade secrets that have been developed or used and/or will be developed and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, by way of example and without limitation, the following: information and strategies discussed in Plan Meetings, human resources information such as salary and budget information, performance ratings and headcount numbers, information about underperforming districts or contracts, and cost structures as well as, information regarding customers, employees, vendors, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement plans and procedures, and pricing techniques; the names of and other information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Company’s or any of its Affiliate’s relationship with that customer); pricing strategies and price curves; plans and strategies for divestitures, mergers, expansion or acquisitions; budgets; customer lists; research and development projects and results; financial and sales data; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; service strategies, prospective customers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Company or any of its Affiliates; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information.

11.2 Prohibition Against Solicitation of Customers . Ancillary to the grant of the Award, to protect the Company’s goodwill, and in consideration for the grant of the Award and the attendant transfer of Common Stock, by accepting the Award you agree that, in the discretion of the Board, the Award may be forfeited in whole or in part pursuant to Section 10 if within eighteen (18) months following the date you incur a termination of service on the Board for any reason, you call on, service, solicit, or accept competing business from customers of the Company or any of its Affiliates with whom you, within the previous eighteen (18) months, (i) had or made contact, or (ii) had access to information and files regarding.

11.3 Prohibition Against Solicitation of Employees . Ancillary to the grant of the Award, to protect the Company’s goodwill, and in consideration for the grant of the Award and any transfer of Common Stock pursuant to the Award by you, by accepting the Award you agree that, in the discretion of the Board, the Award may be forfeited in whole or in part if you:

 

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(i) either directly or indirectly, call on, solicit, or induce any other employee or officer of the Company or any of its Affiliates to terminate his or her employment with the Company or any of its Affiliates, or

(ii) assist any other person or entity in such a solicitation.

11.4 Other Prohibited Activities . Ancillary to the grant of the Award, to protect the Company’s goodwill, and in consideration for the grant of the Award and any transfer of Common Stock pursuant to the Award by you, by accepting the Award you agree that, in the discretion of the Board, the Award may be forfeited in whole or in part pursuant to Section 9 if you engage in fraud, embezzlement or other felony that is detrimental to the Company or any of its Affiliates.

11.5 Determinations . All determinations under this Section 11, including whether you have engaged in any of the activities described in any of Sections 11.1, 11.2, 11.3 or 11.4 shall be made by the Board in its sole discretion.

 

12. ACKNOWLEDGMENTS AND AGREEMENTS BY YOU. In accepting the award of the Award you acknowledge and agree as follows:

(i) You have helped to develop the Company’s goodwill, including the relationships the Company has developed with its customers and employees and their identities, and are capable of diverting that goodwill;

(ii) the consideration for the non-solicitation and confidentiality agreements contained in Sections 11.1 through 11.3, the grant of the Award and the transfer of shares of Common Stock pursuant to the Award, are reasonably related to the Company’s interest in protecting its goodwill;

(iii) You have no right to be granted the Award but rather, the grant of the Award is in the sole discretion of the Committee;

(iv) the enforceability of the agreements contained in Sections 11.1 through 11.4 is a precondition for the Award set forth in the Agreement to remain in effect and if any of such agreements are found to be invalid or unenforceable by a court or tribunal of competent jurisdiction in an action or proceeding between you and the Company or any of its Affiliates, the Award shall be forfeited;

(v) the Confidential Information constitutes a valuable, special, and unique asset used by the Company and its divisions in their business to obtain a competitive advantage over their competitors who do not have access to such Confidential Information;

(vi) protection of the Confidential Information against unauthorized disclosure and use is of critical importance to the Company and its divisions in maintaining their competitive position,

(vii) the restrictions of Section 11.2 are limited by geography to the specific places, addresses, or locations where a customer is present and available for soliciting or servicing.

 

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13. OTHER AGREEMENTS. Nothing in these Terms and Conditions is intended to reduce the Company’s protections or your obligations under (1) any other agreement between you and the Company or any of its Affiliates, (2) the common law, or (3) any applicable state or federal statute.

 

14. LIMIT OF LIABILITY . Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

 

15. DATA PRIVACY . The Company’s Human Resources Department in Houston, Texas (U.S.A.) administers and maintains the data regarding the Plan, the grantees and the restricted stock awards granted for all employees, consultants and directors in the Company and its Affiliates worldwide.

The data administered and maintained by the Company includes information that may be considered personal data, including the name of the awardee, the award granted and the number of shares of stock subject to any award (“ Personal Data ”). From time to time the Company may transfer certain of your Personal Data to Affiliates as necessary for the purpose of implementation, administration and management of your participation in the Plan (the “ Purposes ”), and the Company and its Affiliates may each further transfer your Personal Data to any third parties assisting the Company in the implementation, administration and management of the Plan (collectively, “ Data Recipients ”). The countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

In accepting the award of the Award, you hereby expressly acknowledge that you understand that from time to time the Company and its Affiliates may transfer your Personal Data to Data Recipients for the Purposes. You further acknowledge that you understand that the countries to which your Personal Data may be transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country.

Further, in accepting the award of the Award, you hereby expressly affirm that you do not object, and you hereby expressly consent, to the transfer of your Personal Data by the Company and its Affiliates to Data Recipients for the Purposes from time to time.

 

16. GOVERNING LAW AND VENUE. The Plan, these Terms and Conditions and the Award shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan, these Terms and Conditions and the grant of the Award to the substantive law of another jurisdiction. In accepting the award of the Award you are deemed to agree to submit to the exclusive jurisdiction and venue of the federal or state courts of Harris County, Houston, Texas, to resolve any and all issues that may arise out of or relate to the Plan, these Terms and Conditions and the grant of the Award.

 

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17. SEVERABILITY AND BLUE PENCILING . If any single Section or clause of these Terms and Conditions should be found unenforceable, it shall be severed and the remaining Sections and clauses of these Terms and Conditions shall be enforced in accordance with the intent of these Terms and Conditions. If any particular provision of these Terms and Conditions shall be adjudicated to be invalid or unenforceable, the Company and you specifically authorize the court making such determination to edit the invalid or unenforceable provision to allow these Terms and Conditions, and the provisions thereof, to be valid and enforceable to the fullest extent allowed by law or public policy.

 

18. MISCELLANEOUS . The Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between these Terms and Conditions and the Plan provisions, the Plan provisions will control. The terms you ” and “ your ” refer to the Participant named in the Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan or the Agreement.

 

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Geospace Technologies Corporation of our report dated November 22, 2013, relating to the consolidated financial statements as of September 30, 2013 and 2012, and for each of the three fiscal years in the period ended September 30, 2013, and to our report dated November 22, 2013 with respect to the effectiveness of Geospace Technologies Corporation’s internal control over financial reporting as of September 30, 2013, which appear in the Company’s Annual Report on Form 10-K of Geospace Technologies Corporation for the fiscal year ended September 30, 2013, as filed with the Securities and Exchange Commission on November 22, 2013.

/s/ UHY LLP

Houston, Texas

May 21, 2013