Exhibit 10.1

 

NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants.  Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement.

 

	
 
    	
Principal Life Insurance Company, Raleigh, NC 27612
    
	
 
    	
A member of the Principal Financial Group®
    


 

THE EXECUTIVE  NONQUALIFIED “EXCESS” PLAN

 

ADOPTION AGREEMENT

 

THIS AGREEMENT is the adoption by TGC Industries, Inc. (the “Company”) of the Executive Nonqualified Excess Plan (“Plan”).

 

W I T N E S S E T H:

 

WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and

 

WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A; and

 

WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain legal and tax advice from its professional advisors before adopting the Plan,

 

NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption Agreement:

 

ARTICLE I

 

Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan.

 

ARTICLE II

 

The Employer hereby makes the following designations or elections for the purpose of the Plan:

 

	
2.6                          Committee:
    	
The   duties of the Committee set forth in the Plan shall be satisfied by:
    
	
 
    	
 
    
	
XX
    	
(a)
    	
Company
    
	
 
    	
 
    	
 
    
	
 
    	
(b)
    	
The   administrative committee appointed by the Board to serve at the pleasure of   the Board.
    
	
 
    	
 
    	
 
    
	
 
    	
(c)
    	
Board.
    
	
 
    	
 
    	
 
    
	
 
    	
(d)
    	
Other   (specify):                                                             .
    


 











 

	
2.8                          Compensation:
    	
The   “Compensation” of a Participant shall mean all of a Participant’s:
    
	
 
    	
 
    
	
XX
    	
(a)
    	
Base   salary.
    
	
 
    	
 
    	
 
    
	
XX
    	
(b)
    	
Service   Bonus.
    
	
 
    	
 
    	
 
    
	
 
    	
(c)
    	
Performance-Based   Compensation earned in a period of 12 months or more.
    
	
 
    	
 
    	
 
    
	
XX
    	
(d)
    	
Commissions.
    
	
 
    	
 
    	
 
    
	
XX
    	
(e)
    	
Compensation   received as an Independent Contractor reportable on Form 1099.
    
	
 
    	
 
    	
 
    
	
 
    	
(f)
    	
Other:
    
	
 
    
	
2.9                          Crediting Date:
    	
The   Deferred Compensation Account of a Participant shall be credited as follows:
    
	
 
    	
 
    
	
Participant Deferral Credits at the time   designated below:
    
	
 
    	
 
    
	
 
    	
(a)
    	
The   last business day of each Plan Year.
    
	
 
    	
 
    	
 
    
	
 
    	
(b)
    	
The   last business day of each calendar quarter during the Plan Year.
    
	
 
    	
 
    	
 
    
	
 
    	
(c)
    	
The   last business day of each month during the Plan Year.
    
	
 
    	
 
    	
 
    
	
 
    	
(d)
    	
The   last business day of each payroll period during the Plan Year.
    
	
 
    	
 
    	
 
    
	
 
    	
(e)
    	
Each   pay day as reported by the Employer.
    
	
 
    	
 
    	
 
    
	
XX
    	
(f)
    	
On any   business day as specified by the Employer.
    
	
 
    	
 
    	
 
    
	
 
    	
(g)
    	
Other:                                                                             .
    
	
 
    	
 
    
	
Employer Credits at the   time designated below:
    
	
 
    	
 
    
	
XX
    	
(a)
    	
On any business day as specified by the Employer.
    
	
 
    	
 
    	
 
    
	
 
    	
(b)
    	
Other:                                                                             .
    
	
 
    	
 
    
	
2.13                   Effective   Date:
    	
 
    
	
 
    	
 
    
	
XX
    	
(a)
    	
This is   a newly-established Plan, and the Effective Date of the Plan is February 1, 2013.
    
	
 
    	
 
    	
 
    
	
 
    	
(b)
    	
This is   an amendment of a plan named                                                dated                                and governing all contributions to the plan through                                        .   The Effective Date of this amended Plan is                         .
    


 

2











 

	
2.20                   Normal   Retirement Age: The Normal Retirement Age of a Participant shall   be: 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
Age         .
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
The   later of age        or the                    anniversary of the participation commencement date. The participation   commencement date is the first day of the first Plan Year in which the   Participant commenced participation in the Plan.
    
	
 
    	
 
    	
 
    	
 
    
	
XX
    	
(c)
    	
Other: The later of Age 65 or 5 Years of Service from Date of Hire
    
	
 
    	
 
    	
 
    
	
2.23                   Participating   Employer(s): As of the Effective Date, the following Participating   Employer(s) are parties to the Plan:
    


 

	
Name of Employer
    	
 
    	
Address
    	
 
    	
Telephone No.
    	
 
    	
EIN
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
TGC   Industries, Inc.
    	
 
    	
101   E. Park Blvd., Suite 955
    	
 
    	
972-881-1099
    	
 
    	
74-2095844
    
	
 
    	
 
    	
Plano,   TX 75074
    	
 
    	
 
    	
 
    	
 
    


 

	
2.26                   Plan: The name of the Plan is
    
	
 
    
	
TGC Industries, Inc.,   Deferred Compensation Plan.
    
	
 
    	
 
    	
 
    
	
2.28                   Plan Year: The Plan Year shall end each   year on the last day of the month of December.
    
	
 
    	
 
    	
 
    
	
2.30                   Seniority   Date: The date on which a   Participant has:
    
	
 
    	
 
    	
 
    
	
XX
    	
(a)
    	
Attained   age 55.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
Completed        Years of Service from First Date of Service.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)
    	
Attained   age      and completed      Years of   Service from First Date of Service.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d)
    	
Attained   an age as elected by the Participant.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(e)
    	
Not   applicable — distribution elections for Separation from Service are not based   on Seniority Date
    


 

3











 

4.1                          Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have his Compensation (as selected in Section 2.8 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:

 

	
XX
    	
(a)
    	
Base   salary:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
minimum   deferral:                    %
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
maximum   deferral:   $                    or   80%
    
	
 
    	
 
    	
 
    
	
XX
    	
(b)
    	
Service   Bonus:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
minimum   deferral:                    %
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
maximum   deferral:   $                    or   100%
    
	
 
    	
 
    	
 
    
	
 
    	
(c)
    	
Performance-Based   Compensation:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
minimum   deferral:                    %
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
maximum   deferral:   $                    or                       %
    
	
 
    	
 
    	
 
    
	
XX
    	
(d)
    	
Commissions:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
minimum   deferral:                     %
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
maximum   deferral:   $                    or   100%
    
	
 
    	
 
    	
 
    
	
XX
    	
(e)
    	
Form 1099 Compensation:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
minimum   deferral:                     %
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
maximum   deferral:   $                    or   100%
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(f)
    	
Other:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
minimum   deferral:                     %
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
maximum   deferral:   $                    or                       %
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(g)
    	
Participant deferrals not allowed.
    


 

4











 

	
4.2                          Employer   Credits: Employer Credits will be made in the following   manner:
    
	
 
    	
 
    	
 
    
	
XX
    	
(a)
    	
Employer   Discretionary Credits: The Employer may make discretionary credits to   the Deferred Compensation Account of each Active Participant in an amount   determined as follows:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
XX
    	
(i)
    	
An amount determined each Plan Year by the   Employer.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(ii)
    	
Other:                                                                                 .
    
	
 
    	
 
    	
 
    	
 
    
	
XX
    	
(b)
    	
Other   Employer Credits: The Employer may make other credits to the   Deferred Compensation Account of each Active Participant in an amount   determined as follows:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
XX
    	
(i)
    	
An amount determined each Plan Year by the   Employer.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(ii)
    	
Other:                                                                                 .
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)
    	
Employer   Credits not allowed.
    
	
 
    	
 
    	
 
    	
 
    
	
5.2                          Disability   of a Participant:
    
	
 
    	
 
    	
 
    
	
XX
    	
(a)
    	
A   Participant’s becoming Disabled shall be a Qualifying Distribution Event and the   Deferred Compensation Account shall be paid by the Employer as provided in   Section 7.1.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
A   Participant becoming Disabled shall not be a Qualifying Distribution   Event.
    


 

	
5.3                          Death   of a Participant: If the Participant dies while in Service, the   Employer shall pay a benefit to the Beneficiary in an amount equal to the   vested balance in the Deferred Compensation Account of the Participant   determined as of the date payments to the Beneficiary commence, plus:
    


 

	
 
    	
 
    	
(a)
    	
An   amount to be determined by the Committee.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
Other:                                                                                         .
    
	
 
    	
 
    	
 
    	
 
    
	
XX
    	
(c)
    	
No   additional benefits.
    


 

5











 

	
5.4                          In-Service or   Education Distributions: In-Service and Education   Accounts are permitted under the Plan:
    
	
 
    	
 
    	
 
    
	
XX
    	
(a)
    	
In-Service   Accounts are allowed with respect to:
    
	
 
    	
 
    	
XX
    	
Participant   Deferral Credits only.
    
	
 
    	
 
    	
 
    	
Employer   Credits only.
    
	
 
    	
 
    	
 
    	
Participant   Deferral and Employer Credits.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
In-service   distributions may be made in the following manner:
    
	
 
    	
 
    	
XX
    	
Single   lump sum payment.
    
	
 
    	
 
    	
 
    	
Annual   installments over a term certain not to exceed        years.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Education   Accounts are allowed with respect to:
    
	
 
    	
 
    	
 
    	
Participant   Deferral Credits only.
    
	
 
    	
 
    	
 
    	
Employer   Credits only.
    
	
 
    	
 
    	
 
    	
Participant   Deferral and Employer Credits.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Education   Accounts distributions may be made in the following manner:
    
	
 
    	
 
    	
 
    	
Single   lump sum payment.
    
	
 
    	
 
    	
 
    	
Annual   installments over a term certain not to exceed        years.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
If   applicable, amounts not vested at the time payments due under this   Section cease will be:
    
	
 
    	
 
    	
 
    	
Forfeited
    
	
 
    	
 
    	
 
    	
Distributed   at Separation from Service if vested at that time
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
No   In-Service or Education Distributions permitted.
    
	
 
    	
 
    	
 
    
	
5.5                          Change in   Control Event:
    
	
 
    	
 
    	
 
    
	
XX
    	
(a)
    	
Participants   may elect upon initial enrollment to have accounts distributed upon a Change   in Control Event.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
A   Change in Control shall not be a Qualifying Distribution Event.
    
	
 
    	
 
    	
 
    
	
5.6                          Unforeseeable   Emergency Event:
    
	
 
    	
 
    	
 
    
	
XX
    	
(a)
    	
Participants   may apply to have accounts distributed upon an Unforeseeable Emergency event.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
An   Unforeseeable Emergency shall not be a Qualifying Distribution Event
    


 

6












 

	
6.                                 Vesting:  An Active Participant shall be fully vested   in the Employer Credits made to the  Deferred Compensation Account   upon the first to occur of the following events:
    
	
 
    	
 
    	
 
    
	
XX
    	
(a)
    	
Normal   Retirement Age.
    
	
 
    	
 
    	
 
    
	
XX
    	
(b)
    	
Death.
    
	
 
    	
 
    	
 
    
	
XX
    	
(c)
    	
Disability.
    
	
 
    	
 
    	
 
    
	
 
    	
(d)
    	
Change   in Control Event
    
	
 
    	
 
    	
 
    
	
 
    	
(e)
    	
Other:
    
	
 
    	
 
    	
 
    
	
XX
    	
(f)
    	
Satisfaction   of the vesting requirement as specified below:
    
	
 
    	
 
    	
 
    
	
 
    	
XX
    	
Employer   Discretionary Credits:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(i)
    	
Immediate   100% vesting.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(ii)
    	
100%   vesting after      Years of Service.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(iii)
    	
100%   vesting at age     .
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
XX
    	
(iv)
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Number of Years 
   of Service
    	
 
    	
Vested 
   Percentage
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Less   than
    	
1
    	
 
    	
0
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
1
    	
 
    	
20
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
2
    	
 
    	
40
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
3
    	
 
    	
60
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
4
    	
 
    	
80
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
5
    	
 
    	
100
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
6
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
7
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
8
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
9
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10 or more
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
For   this purpose, Years of Service of a Participant shall be calculated from the   date designated below:
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(1)
    	
First   Day of Service.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(2)
    	
Effective   Date of Plan Participation.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
XX
    	
(3)
    	
Each   Crediting Date. Under this option (3), each Employer Credit shall vest based   on the Years of Service of a Participant from the Crediting Date on which   each Employer Discretionary Credit is made to his or her Deferred Compensation   Account.
    


 

7











 

	
 
    	
 
    	
XX
    	
Other   Employer Credits:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(i)
    	
Immediate   100% vesting.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
XX
    	
(ii)
    	
100%   vesting after 3 Years of Service.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(iii)
    	
100%   vesting at age     .
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(iv)
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Number of Years 
   of Service
    	
 
    	
Vested 
   Percentage
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Less   than
    	
1
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
1
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
2
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
3
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
4
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
5
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
6
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
7
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
8
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
9
    	
 
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10 or   more
    	
 
    	
 
    	
%
    	
 
    


 

	
 
    	
 
    	
 
    	
For this   purpose, Years of Service of a Participant shall be calculated from the date   designated below:
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(1)
    	
First   Day of Service.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(2)
    	
Effective   Date of Plan Participation.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
XX
    	
(3)
    	
Each   Crediting Date. Under this option (3), each Employer Credit shall vest based   on the Years of Service of a Participant from the Crediting Date on which   each Employer Discretionary Credit is made to his or her Deferred   Compensation Account.
    


 

8











 

7.1                          Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participation Agreement:

 

	
(a)
    	
Separation   from Service prior to Seniority Date, or Separation from Service if Seniority  Date is Not Applicable
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
XX
    	
(i)
    	
A lump   sum.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
Annual   installments over a term certain as elected by the Participant not to exceed          years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iii)
    	
Other:                                                                                               .
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
(b)
    	
Separation   from Service on or After Seniority Date, If Applicable
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
XX
    	
(i)
    	
A lump   sum.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
Annual   installments over a term certain as elected by the Participant not to exceed        years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
XX
    	
(iii)
    	
Other: Annual or quarterly installments over a term certain as elected by   the Participant not to exceed 10 years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
(c)
    	
Separation   from Service Upon a Change in Control Event
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
XX
    	
(i)
    	
A lump   sum.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
Annual   installments over a term certain as elected by the Participant not to exceed          years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
XX
    	
(iii)
    	
Other: Annual or quarterly installments over a term certain as elected by   the Participant not to exceed 10 years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
(d)
    	
Death
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
XX
    	
(i)
    	
A lump   sum.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
Annual   installments over a term certain as elected by the Participant not to exceed          years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iii)
    	
Other:                                                                                               .
    
	
 
    	
 
    	
 
    	
 
    
	
(e)
    	
Disability
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
XX
    	
(i)
    	
A lump   sum.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
Annual   installments over a term certain as elected by the Participant not to exceed        years.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
XX
    	
(iii)
    	
Other:   Annual or quarterly installments over a term certain as elected by the   Participant not to exceed 10 years.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iv)
    	
Not   applicable.
    


 

9











 

	
 
    	
If   applicable, amounts not vested at the time payments due under this Section cease   will be:
    
	
 
    	
 
    	
Forfeited
    
	
 
    	
 
    	
Distributed   at Separation from Service if vested at that time
    
	
 
    	
 
    	
 
    	
 
    
	
(f)
    	
Change   in Control Event
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
XX
    	
(i)
    	
A lump   sum.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
Annual   installments over a term certain as elected by the Participant not to exceed          years.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
XX
    	
(iii)
    	
Other: Annual or quarterly installments over a term certain as elected by   the Participant not to exceed 10 years.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iv)
    	
Not   applicable.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
If   applicable, amounts not vested at the time payments due under this Section cease   will be:
    
	
 
    	
 
    	
Forfeited
    
	
 
    	
 
    	
Distributed   at Separation from Service if vested at that time
    
	
 
    	
 
    	
 
    	
 
    
	
7.4
    	
 
    	
De Minimis Amounts.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(a)
    	
Notwithstanding   any payment election made by the Participant, the vested balance in the   Deferred Compensation Account of the Participant will be distributed in a   single lump sum payment at the time designated under the Plan if at the time   of a permitted Qualifying Distribution Event that is either a Separation from   Service, death, Disability (if applicable) or Change in Control Event (if applicable)   the vested balance does not exceed $                       .  In addition, the Employer may distribute a   Participant’s vested balance at any time if the balance does not exceed the   limit in Section 402(g)(1)(B) of the Code and results in the termination   of the Participant’s entire interest in the Plan
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
XX
    	
(b)
    	
There   shall be no pre-determined de minimis amount under the Plan; however, the   Employer may distribute a Participant’s vested balance at any time if the   balance does not exceed the limit in Section 402(g)(1)(B) of the   Code and results in the termination of the Participant’s entire interest in   the Plan.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
10.1                   Contractual   Liability: Liability for payments   under the Plan shall be the responsibility of the:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
XX
    	
(a)
    	
Company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(b)
    	
Employer   or Participating Employer who employed the Participant when amounts were   deferred.
    


 

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14.                          Amendment and Termination of Plan: Notwithstanding any provision in this Adoption  Agreement or the Plan to the contrary, Section 2.5, 9.3, 9.4, 12.2, &16.3,  of the Plan shall be amended to read as provided in attached Exhibit Exhibit A, B, C, & D . Section 2.17, 17.7, 18.1, 18.2, 18.3 & 18.4 are omitted from the plan.

 

	
 
    	
 
    	
XX
    	
There   are no amendments to the Plan.
    


 

17.9                   Construction: The provisions of the Plan shall be construed and enforced according to the laws of the State of Texas, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code.

 

 

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.

 

 

	
 
    	
TGC   Industries, Inc.
    
	
 
    	
Name of   Employer
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/   James K. Brata
    
	
 
    	
Authorized   Person
    
	
 
    	
Date: 
    	
1/2/13
    


 

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Exhibit A

 

2.5                               Change in Control Event” means an event described in Section 409A(a)(2)(A)(v) of the Code (or any successor provision thereto) and the regulations thereunder; provided, that an event shall not constitute a Change in Control event for purposes of this Plan unless it constitutes a “change in control” under the Company’s 2006 Stock Award Plan, as in effect on the Effective Date.

 

Exhibit B

 

9.3                               Indemnification. To the extent not covered by insurance, the Employer shall indemnify the Committee, each Employee, officer, director, and agent of the Employer, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Employer shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct. The foregoing right of indemnification shall inure to the benefit of the successors and assigns, and the heirs, executors, administrators and personal representatives of the Committee, or any such  employee, officer or director, and shall be in addition to all other rights to which the Committee, or any such employee, officer or director may be entitled as a matter of law, contract, or otherwise.

 

Exhibit C

 

9.4                               Reliance Upon Information. Neither the Committee nor any employee, officer or director of the Employer to whom the duties of the Committee have been delegated shall be liable for any decision, action, omission, or mistake in judgment in connection with the administration of the Plan, provided that he or she acted in good faith. Without limiting the generality of the foregoing sentence, any decision or action taken by the Committee in reasonable reliance upon information supplied to it by the Board of Directors, the Employer, legal counsel, or the Employer’s independent accountants shall be deemed to have been taken in good faith. The Committee or any such employee, officer or director of the Employer may from time to time consult with counsel who may be counsel to the Employer or other counsel, with respect to its obligations or duties hereunder, or with respect to any action, proceeding or question of law, and shall not be held liable with respect to any action taken or omitted, in good faith, pursuant to the advice of such counsel.

 

Exhibit D

 

12.2                        Plan-Approved Domestic Relations Orders. The Committee shall establish procedures for determining whether an order directed to the Plan is a Plan-Approved Domestic Relations Order. If the Committee determines that an order is a Plan-Approved Domestic Relations Order, the Committee shall cause the payment of amounts pursuant to or segregate a separate account as provided by (and to prevent any payment or act which might be inconsistent with) the Plan-Approved Domestic Relations Order, provided, however, that payment may only be authorized to the extent it would not cause an impermissible change time or form of payment under Section 409A of the Code.

 

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