EX-10.1






Mitcham Industries, Inc.

Stock Awards Plan




Form of Performance Award




	 	 	 	 	 
	Grantee:
	 	 	—	 
	Date of Grant:
	 	 	—	 






1. Notice of Grant. I am pleased to inform you that you have been granted a
Performance Award pursuant to the Mitcham Industries, Inc. Stock Awards Plan (the “Plan”) as more
fully described in paragraph 2 hereof.



2. Determination of Performance Award Amount. The amount of the Performance Award is
comprised of three components which, subject to the achievement of the performance criteria and the
discretion of the Compensation Committee of the Board of Directors of Mitcham Industries, Inc. (the
“Company”) as described below, in total may equal up to 100% of your Base Salary, which amount is
$     . The total amount of the Performance Award shall be the sum of the amounts determined in
paragraphs 2(a), 2(b) and 2(c).




(a) Initial Threshold. Should the Company’s Pre-tax Income be equal to or greater than
90% of Targeted Pre-tax Income for the Fiscal Year ended, you will be entitled to a
Performance Award in the amount of 20% of your Base Salary, or $     .




(b) Incentive Pool. Should the Company’s Pre-tax Income for the fiscal year ended
January 31, 2008 be greater than the Targeted Pre-Tax Income you will be entitled to an
additional Performance Award equal to your Pro-Rata Share of the Incentive Pool, up to an
amount equal to 55% of your base salary, or $     .




(c) Discretionary Amount. The Compensation Committee of the Company’s Board of
Directors may, at their sole discretion, make an additional Performance Award for this
Fiscal Year in any amount up to 25% of your Base Salary, or $     , without consideration
of the achievement of any specific performance criteria.



3. Payment of Performance Award. Two-thirds of the amounts determined pursuant to
paragraphs 2(a) and 2(b) and all of the amounts determined pursuant to paragraph 2(c) shall be paid
in cash on May 15, 2008. The remaining amount of this Performance Award shall be paid in Phantom
Stock. Such Phantom Stock shall have terms as per the attached Form of Phantom Stock Award
Agreement and shall be issued as of the date of the cash payments made pursuant to this paragraph.
The number of shares of Phantom Stock to be issued shall be determined based on the closing price
of the Company’s common stock on the date the cash portion of the Performance Award is paid. The
closing price shall be the NASDAQ Official Closing Price for that date or, if the NASDAQ Stock
Market is not open on that date, the next previous date on which the market was open. You must be
employed by the Company or an Affiliate on the date the cash portion of the Performance Award is
paid in order to receive any payment pursuant to this Performance Award.



4. Nontransferability of Performance Award. You may not sell, transfer, pledge,
exchange, hypothecate or dispose of the Performance Award in any manner otherwise than by will or
by the laws of descent or distribution.



5. Entire Agreement; Governing Law. The Plan is incorporated herein by reference.
The Plan and this Performance Award constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and you with respect to the subject matter hereof, and may not be modified adversely to
your interest except by means of a writing signed by the Company and you. This Performance Award
is governed by the internal substantive laws, but not the choice of law rules, of the State of
Texas.



6. Withholding of Tax. All cash payments pursuant to this Performance Award shall be
subject to any withholding tax obligations to which the Company or an Affiliate are subject. To the
extent that the grant or vesting of a Phantom Share results in the receipt of compensation by you
with respect to which the Company or an Affiliate has a tax withholding obligation pursuant to
applicable law, unless other arrangements have been made by you that are acceptable to the Company
or such Affiliate, which, with the consent of the Committee, may include withholding a number of
Shares that would otherwise be delivered on vesting that have an aggregate Fair Market Value that
does not exceed the amount of taxes to be withheld, you shall deliver to the Company or the
Affiliate such amount of money as the Company or the Affiliate may require to meet its withholding
obligations under such applicable law. No delivery of Shares shall be made under this Performance
Award until you have paid or made arrangements approved by the Company or the Affiliate to satisfy
in full the applicable tax withholding requirements of the Company or Affiliate.



7. Amendment. This Performance Award may be modified only by a written agreement
signed by you and an officer of the Company who is expressly authorized by the Company to execute
such document; provided, however, notwithstanding the foregoing, the Company may make any change to
this grant, in writing, without your consent if such change is not adverse to your rights under
this Performance Award.



8. Definitions. 




(a) Targeted Pre-tax Income –For the Fiscal Year such amount is      .




(b) Pre-tax Income – Income before income taxes, or such other comparable caption, as
reported in the Company’s Annual Report on Form 10-K for the Fiscal Year. Should such
reported amount not reflect amounts related to all Performance Awards payable for the Fiscal
Year, the reported amount will be adjusted by the Compensation Committee so as to reflect as
compensation expense the total of all such Performance Awards. By way of example and in
order to avoid confusion, Pre-tax Income for purposes of this Performance Award shall
reflect as compensation expense amounts due pursuant to this and all similar Performance
Awards granted by the Company to other participants, whether or not such amounts have been
accrued in the financial statements included in Form 10-K for the Fiscal Year.




(c) Incentive Pool – If Pre-tax Income is greater than Targeted Pre-tax Income, an
amount equal to the product of (a) 20% and (b) the difference between Pre-tax income and
Targeted Pre-tax Income. If Pre-tax Income is equal to or less than Targeted Pre-tax
Income, the amount of the Incentive Pool shall be zero.




(d) Pro-rata Share of Incentive Pool – That portion of the Incentive Pool determined by
multiplying the amount of the Incentive Pool by a fraction determined based upon your Base
Salary divided by the base salary of all other recipients of Performance Awards for the
Fiscal Year. However, in no case will your Pro-rata Share of the Incentive Pool exceed 55%
of your Base Salary.




(e) Base Salary – For purposes of this Performance Award, your Base Salary is
$     .




(f) Fiscal Year – The Company’s fiscal year ending January 31, 2008.



9. Administration. The Audit Committee of the Company’s Board of Directors shall have
full and complete authority to resolve any uncertainty or dispute as to amounts determined pursuant
to this Performance Award.



10. General. This Performance Award is granted under and governed by the terms and
conditions of the Plan and this Performance Award. In the event of any conflict, the terms of the
Plan shall control. Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Performance Award.



MITCHAM INDUSTRIES, INC.



By:

Name:

Title: