EX-10.5


 Exhibit 10.5 
  





 
 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.



  
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 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. 

  
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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. 
 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: 

  
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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. 
 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. 


  
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