EX-10.1






MITCHAM INDUSTRIES, INC.

AMENDED AND RESTATED STOCK AWARDS PLAN




SECTION 1. Purpose of the Plan.



     The Mitcham Industries, Inc. Stock Awards Plan (the “Plan”) is intended to promote the
interests of Mitcham Industries, Inc., a Texas corporation (the “Company”), by encouraging
Employees, Consultants and Directors to acquire or increase their equity interest in the Company
and to provide a means whereby they may develop a sense of proprietorship and personal involvement
in the development and financial success of the Company, and to encourage them to remain with and
devote their best efforts to the business of the Company, thereby advancing the interests of the
Company and its stockholders. The Plan is also contemplated to enhance the ability of the Company
and its Subsidiaries to attract and retain the services of individuals who are essential for the
growth and profitability of the Company. The Plan is an amendment and restatement of the Prior
Plan. In addition, the Mitcham Industries, Inc. 2000 Stock Option Plan (the “2000 Plan”) is hereby
merged into the Plan. All awards outstanding under the Prior Plan and the 2000 Stock Plan shall
continue without interruption or change under this Plan.



SECTION 2. Definitions.



     As used in the Plan, the following terms shall have the meanings set forth below:



     “Award” shall mean an Option, Restricted Stock, Performance Award, Phantom Share, Stock
Payment, SAR, or Other Stock-Based Award.



     “Award Agreement” shall mean any written or electronic agreement, contract, instrument or
document evidencing any Award, which may, but need not, be executed or acknowledged by a
Participant.



     “Board” shall mean the Board of Directors of the Company, as constituted from time to
time.



     “Change of Control” shall mean, with respect to an Award that is subject to Section 409A
of the Code, a “change of control event,” as defined in Section 409A of the Code and the
regulations thereunder. With respect to an Award that is not subject to Section 409A, Change of
Control shall mean the occurrence of any of the following events:



     (i) the Company is not the surviving entity in any merger, consolidation or other
reorganization with (or survives only as a subsidiary of) an entity other than a previously
wholly-owned subsidiary of the Company,



     (ii) the Company sells, leases or exchanges all or substantially all of its assets to any
other person or entity (other than a wholly-owned subsidiary of the Company),



     (iii) the Company is dissolved and liquidated,



     (iv) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the
1934 Act, acquires the beneficial ownership, directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the then outstanding securities entitled
to vote generally in the election of directors, or



     (v) a change in the composition of the Board, as a result of which fewer than a majority
of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either
(A) are directors of the Company as of the date the Plan was adopted, or (B) are elected, or
nominated for election, thereafter to the Board with the affirmative votes of at least a majority
of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director”
shall not include an individual whose election or nomination is in connection with (i) an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board or (ii) a plan or agreement to replace a
majority of the then Incumbent Directors.



     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
the rules and regulations thereunder.



     “Committee” shall mean the administrator of the Plan in accordance with Section 3, and
shall include reference to the Compensation Committee of the Board (or any other committee of the
Board designated, from time to time, by the Board to act as the Committee under the Plan), the
Board or subcommittee, as applicable.



     “Consultant” shall mean any individual who is not an Employee or a member of the Board
and who provides consulting, advisory or other similar services to the Company or a Subsidiary.



     “Director” shall mean any member of the Board who is not an Employee.



     “Employee” shall mean any employee of the Company, a Subsidiary or a parent corporation
of the Company.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     “Fair Market Value” shall mean, as of any applicable date, the closing sales price (or
the closing bid if no sales were reported) for a Share on the national securities exchange or
market system which constitutes the principal trading market for the Shares for the applicable date
as reported in The Wall Street Journal or such reporting service approved by the Committee;
provided, however, that if Shares shall not have been quoted or traded on such applicable date,
Fair Market Value shall be determined based on the next preceding date on which they were quoted or
traded, or, if deemed appropriate by the Committee, in such other manner as it may determine to be
appropriate. In the event the Shares are not publicly traded at the time a determination of Fair
Market Value is required to be made hereunder, the determination of Fair Market Value shall be made
in good faith by the Committee.



     “Incentive Stock Option” or “ISO” shall mean an option granted under Section 6(a) of the
Plan that is intended to qualify as an “incentive stock option” under Section 422 of the Code or
any successor provision thereto.



     “Non-Qualified Stock Option” or “NQO” shall mean an option granted under Section 6(a) of
the Plan that is not intended to be an Incentive Stock Option.



     “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.



     “Other Stock-Based Award” shall mean an Award granted under Section 6(g) of the Plan.



     “Participant” shall mean any Employee, Consultant or Director granted an Award under the
Plan.



     “Performance Award” shall mean any right granted under Section 6(c) of the Plan.



     “Performance Criteria” shall mean the following business criteria with respect to the
Company, any Subsidiary or any division, operating unit or product line: net earnings (either
before or after interest, taxes, depreciation and/or amortization), sales, revenue, net income
(either before or after taxes), operating earnings, cash flow (including, but not limited to,
operating cash flow and free cash flow), cash flow return on capital, return on net assets, return
on stockholders’ equity, return on assets, return on capital, stockholder returns, return on sales,
gross or net profit margin, expense margins, cost reductions, controls or savings, operating
efficiency, working capital, strategic initiatives, economic value added, earnings per share,
earnings per share from operations, price per share of stock, and market share.



     “Person” shall mean individual, corporation, partnership, limited liability company,
association, joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.



     “Phantom Shares” shall mean an Award of the right to receive Shares, cash equal to the
Fair Market Value of such Shares or any combination thereof, in the Committee’s discretion, which
is granted pursuant to Section 6(d) of the Plan.



     “Prior Plan” shall mean the Amended and Restated 1998 Stock Awards Plan of Mitcham
Industries, Inc.



     “Restricted Period” shall mean the period established by the Committee with respect to an
Award during which the Award either remains subject to forfeiture or is not exercisable by the
Participant, as the case may be.



     “Restricted Stock” shall mean any Share, prior to the lapse of restrictions thereon,
granted under Section 6(b) of the Plan.



     “Rule 16b-3” shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act, or any
successor rule or regulation thereto as in effect from time to time.



     “SAR” shall mean a stock appreciation right granted under Section 6(e) of the Plan that
entitles the holder to receive the excess of the Fair Market Value of a Share on the relevant date
over the exercise price of such SAR, with the excess paid in cash and/or in Shares in the
discretion of the Committee.



     “SEC” shall mean the Securities and Exchange Commission or any successor thereto.



     “Shares” or “Common Shares” or “Common Stock” shall mean the common stock of the Company,
$0.01 par value, and such other securities or property as may become the subject of Awards under
the Plan.



     “Stock Payment” means a payment in the form of Shares as part of or in lieu of any cash
bonus, deferred compensation or other compensation arrangement, granted pursuant to Section 6(f) of
the Plan.



     “Subsidiary” shall mean any entity (whether a corporation, partnership, joint venture,
limited liability company or other entity) in which the Company owns a majority of the voting power
of the entity directly or indirectly, except with respect to the grant of an ISO the term
Subsidiary shall mean any “subsidiary corporation” of the Company as defined in Section 424 of the
Code.



SECTION 3. Administration.



     3.1 The Committee. The Plan shall be administered by the Compensation Committee of the
Board (or any other committee of the Board designated, from time to time, by the Board to act as
the Committee under the Plan). Notwithstanding the foregoing, Awards made to Directors shall be
administered by the Board. The term “Committee” as used herein shall refer to the Compensation
Committee (or other Board committee), the Board, or the subcommittee (as defined in paragraph (c)
of this Section 3), as applicable.



     3.2 Committee Powers. A majority of the Committee shall constitute a quorum, and the acts
of the members of the Committee who are present at any meeting thereof at which a quorum is
present, or acts unanimously approved by the members of the Committee in writing, shall be the acts
of the Committee. Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards
to be granted to a Participant; (iii) determine the number of Shares to be covered by, or with
respect to which payments, rights, or other matters are to be calculated in connection with,
Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what
extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards or other property, or canceled, forfeited, or suspended and the method or
methods by which Awards may be settled, exercised, canceled, forfeited, or suspended;
(vi) interpret and administer the Plan and any instrument or agreement relating to an Award made
under the Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make
any other determination and take any other action that the Committee deems necessary or desirable
for the administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and
shall be final, conclusive, and binding upon all Persons, including the Company, any Subsidiary,
any Participant, any holder or beneficiary of any Award, any stockholder and any other Person.



     3.3 Delegation to a Subcommittee. The Committee may, subject to any applicable law,
regulatory, securities exchange or other similar restrictions, delegate to one or more members of
the Board or officers of the Company (the “subcommittee”), the authority to administer the Plan as
to Awards to Employees and Consultants who are not subject to Section 16(b) of the Exchange Act.
The Committee may impose such limitations and restrictions, in addition to any required
restrictions/limitations, as the Committee may determine in its sole discretion. Any grant made
pursuant to such a delegation shall be subject to all of the provisions of the Plan concerning this
type of Award.



SECTION 4. Shares Available for Awards.



     4.1 Shares Available. Subject to adjustment as provided below, the number of Shares that
may be issued with respect to Awards granted under the Plan shall be 1,249,864, which shall include
any Shares remaining available for Awards under the Prior Plan and the 2000 Plan on the date this
amendment and restatement of the Plan becomes effective. If an Award granted after the Plan’s
effective date is forfeited or otherwise lapses, expires, terminates or is canceled without the
actual delivery of Shares (Restricted Stock awards shall not be considered “delivered Shares” for
this purpose) or is settled in cash, then the Shares covered by such Award, to the extent of such
forfeiture, expiration, lapse, termination or cancellation, shall again be Shares that may be
issued with respect to Awards granted under the Plan. Shares tendered to or withheld by the Company
to satisfy any tax withholding or exercise price obligations with respect to an Award granted after
the Plan’s effective date shall be available for issuance under future Awards, subject to the
overall limitation provided in the first sentence above. In the discretion of the Committee, all
1,249,864 Shares (as adjusted, if applicable) may be issued under the Plan pursuant to ISOs.



     4.2 Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award
may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares.



     4.3 Adjustments. In the event of a stock dividend or stock split with respect to Shares,
the number of Shares with respect to which Awards may be granted, the number of Shares subject to
outstanding Awards, the grant or exercise price with respect to outstanding Awards and the
individual annual grant limits with respect to Awards (other than dollar denominated Awards)
automatically shall be proportionately adjusted, without action by the Committee; provided,
however, such automatic adjustment shall be evidenced by written addendums to the Plan and Award
Agreements prepared by the Company and, with respect to Options, shall be in accordance with the
Treasury Regulations concerning Incentive Stock Options. Further, in the event that the Committee
determines that any distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, reorganization, merger, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust
any or all of (i) the number and type of Shares (or other securities or property) with respect to
which Awards may be granted, (ii) the number and type of Shares (or other securities or property)
subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or,
if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award;
provided that the number of Shares subject to any Award denominated in Shares shall always be a
whole number.



     4.4 Individual Participant Limits. Subject to adjustment pursuant to the above paragraph
(c), the maximum aggregate number of Shares that may be subject to Share-denominated Awards granted
under the Plan to any individual during any fiscal year of the Company shall not exceed 125,000.
The method of counting such Shares shall conform to any requirements applicable to
performance-based compensation under Section 162(m) of the Code or the rules and regulations
promulgated thereunder. The maximum amount of dollar-denominated Awards that may be granted to any
individual during any fiscal year of the Company shall not exceed $2,000,000 as valued on the date
of the grant.



SECTION 5. Eligibility.



     Any Employee, Consultant or Director shall be eligible to be designated a Participant by
the Committee. No individual shall have any right to be granted an Award pursuant to this Plan.



SECTION 6. Awards.



     6.1 Options. Subject to the provisions of the Plan, the Committee shall have the
authority to determine Participants to whom Options shall be granted, the number of Shares to be
covered by each Option, the purchase price therefor and the conditions and limitations applicable
to the exercise of the Option, including the following terms and conditions and such additional
terms and conditions, as the Committee shall determine, that are not inconsistent with the
provisions of the Plan.



          6.1.1 Exercise Price. The purchase price per Share purchasable under an
Option shall be determined by the Committee at the time the Option is granted, but shall not be
less than the Fair Market Value per Share on the effective date of such grant.



          6.1.2 Time and Method of Exercise. The Committee shall determine and provide
in the Award Agreement or by action subsequent to the grant the time or times at which an Option
may be exercised in whole or in part, and the method or methods by which, and the form or forms
(which may include, without limitation, cash, check acceptable to the Company, Shares already-owned
for more than six months (unless such holding requirement is waived by the Committee), Shares
issuable upon Option exercise, a “cashless-broker” exercise (through procedures approved by the
Committee), other securities or other property, a note, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise price) in which payment of the
exercise price and tax withholding obligation with respect thereto may be made or deemed to have
been made. The Committee shall also determine the performance or other conditions, if any, that
must be satisfied before all or part of an Option may vest and be exercised. No portion of an
Option which is unexercisable at termination of the Participant’s employment or service, as
applicable, shall thereafter become exercisable, except as may be otherwise provided by the
Committee either in the Award Agreement or by action following the grant of the Option.



          6.1.3 Incentive Stock Options. An Incentive Stock Option may be granted only
to an individual who is an Employee of the Company or any parent or subsidiary corporation (as
defined in Section 424 of the Code) at the time the Option is granted and must be granted within
10 years from the date the Plan was approved by the Board or the shareholders, whichever is
earlier. To the extent that the aggregate Fair Market Value (determined at the time the respective
Incentive Stock Option is granted) of Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by an individual during any calendar year under all incentive
stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, such
Incentive Stock Options shall be treated as a Non-Qualified Stock Option. The Committee shall
determine, in accordance with applicable provisions of the Code, Treasury Regulations and other
administrative pronouncements, which of a Participant’s Incentive Stock Options will not constitute
Incentive Stock Options because of such limitation and shall notify the Participant of such
determination as soon as practicable after such determination. No Incentive Stock Option shall be
granted to an individual if, at the time the Option is granted, such individual owns stock
possessing more than 10% of the total combined voting power of all classes of stock of the Company
or of its parent or subsidiary corporation, within the meaning of section 422(b)(6) of the Code,
unless (i) at the time such Option is granted the option price is at least 110% of the Fair Market
Value of the Common Stock subject to the Option and (ii) such Option by its terms is not
exercisable after the expiration of five years from the date of grant. An Incentive Stock Option
shall not be transferable otherwise than by will or the laws of descent and distribution, and shall
be exercisable during the Participant’s lifetime only by such Participant or the Participant’s
guardian or legal representative. The terms of any Incentive Stock Option granted under the Plan
shall comply in all respects with the provisions of Section 422 of the Code, or any successor
provision, and any regulations promulgated thereunder.



     6.2 Restricted Stock. Subject to the provisions of the Plan, the Committee shall have the
authority to determine the Participants to whom Restricted Stock shall be granted, the number of
Shares of Restricted Stock to be granted to each such Participant, the duration of the Restricted
Period during which, and the conditions, including the Performance Criteria or other specified
criteria, including the passage of time, if any, under which the Restricted Stock may vest or be
forfeited to the Company, and the other terms and conditions of such Awards.



          6.2.1 Dividends. Dividends paid on Restricted Stock may be paid directly to
the Participant, may be subject to risk of forfeiture and/or transfer restrictions during any
period established by the Committee or sequestered and held in a bookkeeping cash account (with or
without interest) or reinvested on an immediate or deferred basis in additional shares of Common
Stock, which credit or shares may be subject to the same restrictions as the underlying Award or
such other restrictions, all as determined by the Committee in its discretion, as provided in the
Award Agreement. If the Award Agreement does not provided for the treatment of dividends, such
dividends shall be held by the Company without interest until such time as the Share becomes vested
or forfeited, as the case may be, and then be similarly paid to the Participant or forfeited.



          6.2.2 Registration. Any Restricted Stock may be evidenced in such manner as
the Committee shall deem appropriate, including, without limitation, book-entry registration or
issuance of a stock certificate or certificates. In the event any stock certificate is issued in
respect of Restricted Stock granted under the Plan, such certificate shall be registered in the
name of the Participant and shall bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Restricted Stock.



          6.2.3 Forfeiture and Restrictions Lapse. Except as otherwise determined by
the Committee or the terms of the Award Agreement, upon a Participant’s termination of employment
or service (as determined under criteria established by the Committee) for any reason during the
applicable Restricted Period, all Restricted Stock shall be forfeited by the Participant and
re-acquired by the Company. The Committee may, in its discretion, waive in whole or in part any or
all remaining restrictions with respect to such Participant’s Restricted Stock; provided, however,
if the Award is intended to qualify as performance based compensation under Section 162(m) of the
Code, such waiver may be only in compliance with the requirements of Section 162(m) of the Code.
Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be
issued to the holder of Restricted Stock promptly after the applicable restrictions have lapsed or
otherwise been satisfied.



          6.2.4 Restrictions. Restricted Stock shall be subject to such restrictions
on transferability and other restrictions as the Committee may impose (including, without
limitation, restrictions on the right to vote Restricted Stock or the right to receive dividends on
the Restricted Stock). These restrictions may lapse separately or in combination at such times,
pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at
the time of the grant of the Award or thereafter. During the Restricted Period, Restricted Stock
will be subject to such limitations on transfer as necessary to comply with Section 83 of the Code.



     6.3 Performance Awards. The Committee shall have the authority to determine the
Participants who shall receive Performance Awards, which shall be denominated as a cash amount at
the time of grant and confer on the Participant the right to receive all or part of such Award upon
the achievement of such performance goals (based on the Performance Criteria or any other specified
criteria) during such performance periods as the Committee shall establish with respect to the
Award. The Committee, in its discretion, may determine whether an Award is to qualify as
performance-based compensation as described in Section 162(m) (4) (C) of the Code.



          6.3.1 Terms and Conditions. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the performance goals to be achieved
during any performance period, the Performance Criteria or other criteria upon which the
performance goals are to be based, the length of any performance period and the amount of any
Performance Award.



          6.3.2 Payment of Performance Awards. To the extent then earned, Performance
Awards shall be paid (in cash and/or in Shares, in the sole discretion of the Committee) in a lump
sum following the close of the performance period.



          6.3.3 Forfeiture and Restrictions Lapse. Except as otherwise determined by
the Committee or the terms of the Award Agreement that granted the Performance Award, upon a
Participant’s termination of employment or service, as applicable (as determined under criteria
established by the Committee) for any reason during the applicable Restricted Period, all
Performance Awards shall be forfeited by the Participant and re-acquired by the Company. The
Committee may, in its discretion, waive in whole or in part any or all remaining restrictions with
respect to such Participant’s



Performance Award; provided, however, if the Award is intended to qualify as performance based
compensation under Section 162(m) of the Code, such waiver may be only in compliance with the
requirements of Section 162(m) of the Code. Unrestricted Shares, evidenced in such manner as the
Committee shall deem appropriate, shall be issued to the holder of Performance Awards promptly
after the applicable restrictions have lapsed or otherwise been satisfied.



     6.4 Phantom Shares. The Committee shall have the authority to grant Awards of Phantom
Shares to Participants upon such terms and conditions as the Committee may determine.



          6.4.1 Terms and Conditions. Each Phantom Share Award shall constitute an
agreement by the Company to issue or transfer a specified number of Shares or pay an amount of cash
equal to the Fair Market Value of a specified number of Shares, or a combination thereof to the
Participant in the future, subject to the fulfillment during the Restricted Period of such
conditions, including those linked to the Performance Criteria or other specified criteria,
including the passage of time, if any, as the Committee may specify at the date of grant. During
the Restricted Period, the Participant shall not have any right to transfer any rights under the
subject Award, shall not have any rights of ownership in the Phantom Shares and shall not have any
right to vote such shares.



          6.4.2 Dividend Equivalents. Any Phantom Share award may provide, in the
discretion of the Committee, that any or all dividends or other distributions paid on Shares during
the Restricted Period be credited in a cash bookkeeping account (with or without interest) or that
equivalent additional Phantom Shares be awarded, which account or Phantom Shares may be subject to
the same restrictions as the underlying Award or such other restrictions as the Committee may
determine.



          6.4.3 Forfeiture and Restrictions Lapse. Except as otherwise determined by
the Committee or set forth in the Award Agreement, upon a Participant’s termination of employment
or service (as determined under criteria established by the Committee) for any reason during the
applicable Restricted Period, all Phantom Shares shall be forfeited by the Participant. The
Committee may, in its discretion, waive in whole or in part any or all remaining restrictions with
respect to such Participant’s Phantom Shares; provided, however, if the Award is intended to
qualify as performance based compensation under Section 162(m) of the Code, such waiver may be only
in compliance with the requirements of Section 162(m) of the Code.



          6.4.4 Payment of Phantom Shares. To the extent then vested, Phantom Shares
shall be paid (in cash and/or in Shares, in the sole discretion of the Committee) in a lump sum
following the close of the Restricted Period.



     6.5 SARs. The Committee shall have the authority to determine Participants to whom SARs
shall be granted, the number of Shares to be covered by each SAR, the exercise price and the
conditions and limitations applicable to the exercise of the SAR, including the following terms and
conditions and such additional terms and conditions, as the Committee shall determine, that are not
inconsistent with the provisions of the Plan. A SAR may be granted (a) in connection and
simultaneously with the grant of an Option, (b) with respect to a previously granted Option, or (c)
independent of an Option.



          6.5.1 Exercise Price. The exercise price per SAR shall be determined by the
Committee at the time the SAR is granted, but shall not be less than the Fair Market Value per
Share on the effective date of such grant.



          6.5.2 Time of Exercise. The Committee shall determine and provide in the
Award Agreement the time or times at which a SAR may be exercised in whole or in part.



          6.5.3 Method of Payment. The Committee shall determine, in its discretion,
whether the SAR shall be paid in cash, shares of Common Stock or a combination of the two.



     6.6 Stock Payments. Stock Payments may be made to such Participants in such number of
Shares as determined to be appropriate by the Committee, and may be in lieu of, or in addition to,
any cash compensation otherwise payable to such Participant.



     6.7 Other Stock-Based Awards. The Committee may grant to Participants an Other
Stock-Based Award, which shall consist of a right denominated or payable in, valued in whole or in
part by reference to, or otherwise based on or related to, Shares as is deemed by the Committee to
be consistent with the purposes of the Plan. Subject to the terms of the Plan, the Committee shall
determine the terms and conditions, including performance objectives, if any, of any such Other
Stock-Based Award.



     6.8 General.



          6.8.1 Awards May Be Granted Separately or Together. Awards may, in the
discretion of the Committee, be granted either alone or in addition to, in tandem with, any other
Award granted under the Plan or any award granted under any other plan of the Company or any
Subsidiary. Awards granted in addition to or in tandem with other Awards or awards granted under
any other plan of the Company or any Subsidiary may be granted either at the same time as or at a
different time from the grant of such other Awards or awards.



          6.8.2 Limits on Transfer of Awards.



               6.8.2.1 Except as provided in paragraph (C) below, each Award, and each right
under any Award, shall be exercisable only by the Participant during the Participant’s lifetime, or
if permissible under applicable law, by the Participant’s guardian or legal representative as
determined by the Committee.



               6.8.2.2 Except as provided in paragraph (C) below, no Award and no right under
any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant, and any such purported prohibited assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or
any Subsidiary.



               6.8.2.3 To the extent specifically approved in writing by the Committee, an
Award (other than an ISO) may be transferred to immediate family members or related family trusts,
limited partnerships or similar entities or other Persons on such terms and conditions as the
Committee may establish or approve. In addition, an Award may be transferred by will or by the laws
of descent and distribution or pursuant to a qualified domestic relations order.



          6.8.3 Terms of Awards. The term of each Award shall be for such period as
may be determined by the Committee; provided, that in no event shall the term of any Award exceed a
period of 10 years from the date of its grant.



          6.8.4 Share Certificate. All certificates for Shares or other securities of
the Company or any Subsidiary delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any
stock exchange upon which such Shares or other securities are then listed, and any applicable
federal or state laws, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.



          6.8.5 Consideration for Grants. Awards may be granted for no cash
consideration or for such consideration as the Committee determines including, without limitation,
such minimal cash consideration as may be required by applicable law.



          6.8.6 Delivery of Shares or other Securities and Payment by Participant of
Consideration. No Shares or other securities shall be delivered pursuant to any Award until
payment in full of any amount required to be paid pursuant to the Plan or the applicable Award
Agreement (including, without limitation, any exercise price or tax withholding) is received by the
Company. Such payment may be made by such method or methods and in such form or forms as the
Committee shall determine, including, without limitation, cash, Shares, other securities, other
Awards or other property, withholding of Shares, cashless exercise with simultaneous sale, or any
combination thereof, provided that the combined value, as determined by the Committee, of all cash
and cash equivalents and the Fair Market Value of any such Shares or other property so tendered to
the Company, as of the date of such tender, is at least equal to the full amount required to be
paid pursuant to the plan or the applicable Award Agreement to the Company.



     6.9 Performance Based Compensation. The Committee shall determine which Awards
are intended by the Committee to qualify as “performance-based compensation” as described in
Section 162(m)(4)(C) of the Code. The Committee shall establish performance goals applicable to
those Awards based upon the attainment of such target levels of one or more of the Performance
Criteria, over one or more periods of time, which may be of varying and overlapping durations, as
the Committee may select. The Performance Criteria shall be subject to adjustment for changes in
accounting standards required by the Financial Accounting Standards Board after the goal is
established, and, to the extent provided for in the Award Agreement, shall be subject to adjustment
for specified significant extraordinary items or events. In this regard, performance goals based on
stock price shall be proportionately adjusted for any changes in the price due to a stock split.
Performance Criteria may be absolute, relative to one or more other companies, or relative to one
or more indexes, and may be contingent upon future performance of the Company or any Subsidiary,
division, unit or product line thereof. A performance goal need not be based upon an increase or
positive result under a Performance Criteria and could, for example, be based upon limiting
economic losses or maintaining the status quo. Which Performance Criteria to be used with respect
to any grant, and the weight to be accorded thereto if more than one factor is used, shall be
determined by the Committee, in its sole discretion, at the time of grant. To the extent necessary
to comply with the qualified performance-based compensation requirements of Section 162(m)(4)(C) of
the Code, following the completion of each specified performance period, the Committee shall
certify in writing whether the applicable performance goals have been achieved for such performance
period. In determining the amount earned by a Participant, the Committee shall have the right to
reduce or eliminate (but not to increase) the amount payable at a given level of performance to
take into account additional factors that the Committee may deem relevant to the assessment of
individual or corporate performance for the performance period. Notwithstanding any other provision
of the Plan, any Award which is intended to constitute qualified performance-based compensation
shall be subject to any additional limitations set forth in Section 162(m) of the Code (including
any amendment to Section 162(m) of the Code) or any regulations or rulings issued thereunder that
are requirements for qualification as qualified performance-based compensation as described in
Section 162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent necessary to
conform to such requirements.



SECTION 7. Amendment and Termination.



     Except to the extent prohibited by applicable law and unless otherwise expressly provided
in an Award Agreement or in the Plan:



     7.1 Amendments to the Plan. The Board or the Committee may amend, alter, suspend,
discontinue, or terminate the Plan without the consent of any stockholder, Participant, other
holder or beneficiary of an Award, or other Person; provided, however, notwithstanding any other
provision of the Plan or any Award Agreement, without the approval of the stockholders of the
Company, except as provided in Section 4(c) of the Plan, (a) no such amendment, alteration,
suspension, discontinuation, or termination shall be made that would increase the total number of
Shares that may be issued under the Plan, and (b) the exercise price of any outstanding Option or
SAR that is greater than the then Fair Market Value of a Share may not be decreased. In all events,
shareholder approval shall be obtained when required by the rules of the Nasdaq Stock Market or
such other national exchange or market on which the Shares are primarily traded.



     7.2 Amendments to Awards. Subject to Paragraph (1) above and Section 3(b), the Committee
may waive any conditions or rights under, amend any terms of, or alter any Award theretofore
granted, provided no change in any Award shall adversely affect the rights of a Participant under
the Award without the consent of such Participant. Notwithstanding the foregoing, with respect to
any Award intended to qualify as performance-based compensation under Section 162(m) of the Code,
no adjustment other than an acceleration of vesting or payment upon the Participant’s death,
disability or change of control of the Company, shall be authorized to the extent such adjustment
would cause the Award to fail to so qualify.



SECTION 8. General Provisions.



     8.1 No Rights to Awards. No Participant or other Person shall have any claim to be
granted any Award, there is no obligation for uniformity of treatment of Participants, or holders
or beneficiaries of Awards and the terms and conditions of Awards need not be the same with respect
to each recipient.



     8.2 Tax Withholding. The Company or any Subsidiary is authorized to withhold from any
Award, from any payment due or transfer made under any Award or from any compensation or other
amount owing to a Participant the amount (in cash, Shares, or other property) of any applicable
taxes required to be withheld by the Company or Subsidiary in respect of the Award, its exercise,
the lapse of restrictions thereon, or any payment or transfer under the Award and to take such
other action as may be necessary in the opinion of the Company to satisfy all of its obligations
for the payment of such taxes. In addition, the Committee may provide that the Participant may
direct the Company to satisfy the Company’s tax withholding obligations through the withholding of
Shares otherwise to be acquired upon the exercise or payment of such Award.



     8.3 No Right to Employment or Retention. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or any Subsidiary or
under any other service contract with the Company or any Subsidiary, or to remain on the Board.
Further, the Company or a Subsidiary may at any time dismiss a Participant from employment or
terminate any contractual agreement or relationship with any Consultant, free from any liability or
any claim under the Plan, with or without cause, unless otherwise expressly provided in the Plan,
in any Award Agreement or any other agreement or contract between the Company or a Subsidiary and
the affected Participant. If a Participant’s employer ceases to be a Subsidiary, such Participant
shall be deemed to have terminated employment for purposes of the Plan, unless specifically
provided otherwise in the Award Agreement. A Participant shall not be considered to have a
termination of employment or service in the case of any approved leave of absence; provided,
however, that for purposes of ISOs such leave is not for a period of more than three months, unless
reemployment upon expiration of the leave is guaranteed by contract or statute. Transfers between
the Company and Subsidiaries or between the status of Employee, Director or Consultant shall not be
a termination of employment or service except with respect to Awards subject to Section 409A of the
Code, to the extent provided otherwise by Section 409A and the regulations thereunder.



     8.4 Corporate Transactions and Change of Control. In the event of any distribution
(whether in the form of cash, Shares, other securities, or other property), recapitalization,
reorganization, merger, spin-off, combination, repurchase, or exchange of Shares or other
securities of the Company, or other similar corporate transaction or event or any unusual or
nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the
financial statements of the Company or any affiliate, or of changes in applicable laws, regulations
or accounting principles, and whenever the Committee determines that action is appropriate in order
to prevent the dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan or with respect to any Award under the Plan, to facilitate such
transactions or events or to give effect to such changes in laws, regulations or principles, the
Committee, in its sole discretion and on such terms and conditions as it deems appropriate, either
by amendment of the terms of any outstanding Awards or by action taken prior to the occurrence of
such transaction or event and either automatically or upon the Participant’s request, is hereby
authorized to take any one or more of the following actions:



     8.4.1 To provide for either (A) termination of any such Award in exchange for an amount
of cash, if any, equal to the amount that would have been attained upon the exercise of such Award
or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of
the occurrence of the transaction or event described in this Section 8(d) the Committee determines
in good faith that no amount would have been attained upon the exercise of such Award or
realization of the Participant’s rights, then such Award may be terminated by the Company without
payment) or (B) the replacement of such Award with other rights or property selected by the
Committee in its sole discretion;



     8.4.2 To provide that such Award be assumed by the successor or survivor corporation, or
a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards
covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and prices; and



     8.4.3 To make adjustments in the number and type of shares of common Stock (or other
securities or property) subject to outstanding Awards, and in the number and kind of outstanding
Awards and/or in the terms and conditions of (including the grant or exercise price), and the
criteria included in, outstanding Awards and Awards which may be granted in the future;



     8.4.4 To provide that such Award shall be exercisable or payable or fully vested with
respect to all or part of the Shares covered thereby, notwithstanding anything to the contrary in
the Plan or the applicable Award Agreement; and



     8.4.5 To provide that the Award cannot vest, be exercised or become payable after such
event.



     Notwithstanding any other provision of this Plan to the contrary, unless specifically
provided otherwise in an Award Agreement, in the event of a Change of Control all outstanding
Awards automatically shall become fully vested on such Change of Control (or such earlier time as
may be established by the Committee), all restrictions, if any, with respect to such Awards shall
lapse, including, without limitation, any service, longevity or other employment requirements, and
all Performance Criteria, if any, with respect to such Awards shall be deemed to have been met in
full to the maximum extent without regard to any proration provisions in such Award or Award
Agreement.



     In addition to, or in lieu of, any other provision of the Plan, the Committee may provide
that all Awards not exercised upon or prior to a Change of Control shall (x) terminate on such
Change of Control, (y) be assumed by the successor (or a parent thereof) in any merger or other
corporate transaction, or (z) be surrendered in exchange for substantially economically equivalent
substitute Awards (with the substantially same material terms as the surrendered Award, including
100% vesting) from the successor (or a parent thereof).



     8.5 Governing Law. The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws of the State of
Texas and applicable federal law.



     8.6 Severability. If any provision of the Plan or any Award is or becomes or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would
disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person
or Award and the remainder of the Plan and any such Award shall remain in full force and effect.



     8.7 Other Laws. The Committee may refuse to issue or transfer any Shares or other
consideration under an Award, permit the exercise of an Award and/or the satisfaction of its tax
withholding obligation in the manner elected by the Participant, holder or beneficiary if, acting
in its sole discretion, it determines that the issuance of transfer or such Shares or such other
consideration, the manner of exercise or satisfaction of the tax withholding obligation might
violate any applicable law or regulation, including without limitation, the Sarbanes-Oxley Act, or
entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment
tendered to the Company by a Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded or refused, as the case may be, to the relevant
Participant, holder or beneficiary.



     8.8 No Trust or Fund Created. Neither the Plan nor the Award shall create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship between the Company or
any Subsidiary and a Participant or any other Person. To the extent that any Person acquires a
right to receive payments from the Company or any Subsidiary pursuant to an Award, such right shall
be no greater than the right of any general unsecured creditor of the Company or any Subsidiary.



     8.9 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to
the Plan or any Award, and the Committee shall determine whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional Shares or whether such fractional
Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.



     8.10 Headings. Headings are given to the Section and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the plan or any provision thereof.



SECTION 9. Amendment and Restatement of Prior Plan/Merger of 2000 Plan.



     The Plan is an amendment and restatement of the Prior Plan, which is hereby renamed the
Mitcham Industries, Inc. Stock Awards Plan (the “Plan”). In addition, the 2000 Plan is hereby
merged into the Plan. Nothing in this Plan shall change or modify the terms or rights under any
Award granted under the Prior Plan or the 2000 Plan.



SECTION 10. Term of the Plan.



     This amendment and restatement of the Prior Plan and the merger of the 2000 Plan into the
Plan shall not become effective until the date the Plan is approved by the stockholders of the
Company. If it is not approved by the stockholders, the Plan shall be null and void for all
purposes. No Award shall be granted with respect to newly authorized shares under this Plan prior
to its approval by the stockholders of the Company and no Awards shall be granted after the 10th
anniversary of the date this amendment and restatement of the Prior Plan was adopted by the Board.
However, unless otherwise expressly provided in the Plan, the Prior Plan, the 2000 Plan or an
applicable award agreement, any Award granted prior to such termination of the Plan, and the
authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate
any such Award or to waive any conditions or rights under such Award, shall extend beyond such
termination date.