Amendment Employment Agreement btwn A-G Geophysical Products & Michael C. Hedger



 Exhibit 10.4 
 AMENDMENT TO EMPLOYMENT AGREEMENT 
 This Amendment (the “Amendment”) to Employment
Agreement, effective as of November 20, 2007, is entered into by and between A-G GEOPHYSICAL PRODUCTS, INC., a Texas corporation (the “Company”), and Michael C. Hedger (“Hedger”). 
 WITNESSETH: 
 WHEREAS, the Company and
Hedger entered into an Employment Agreement effective as of July 1, 2004 (the “Employment Agreement”), in connection with the employment by the Company of Hedger; and 
 WHEREAS, the Company and Hedger desire to amend the Employment Agreement as set forth herein. 
 NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and Hedger agree as follows: 
 1. Paragraph 9(B)(ii) is hereby amended and restated
in its entirety as follows: 
 (ii) pay to Hedger any and all sums which would have become payable to Hedger under this Agreement during the
three (3) year period following the date of such termination (the “Severance Period”). Said sums are sometimes hereinafter referred to as the “Severance Period Payments”. The Severance Period Payments shall be paid in a lump
sum within 30 days after such termination or, if applicable, the time specified in Paragraph 18(j). The Severance Period Payments shall be computed based upon (a) the then base salary and (b) commissions based upon the average of the
commissions paid to Hedger during the three fiscal years preceding the date of such termination. Said lump sum amount shall be computed without any discount for present value. 
 2. The Employment Agreement is hereby amended by adding the following Paragraph 18(j) after Paragraph 18(i): 







 (j) Anything in this Agreement to the contrary notwithstanding, payments to be made under this Agreement
upon termination of Hedger’s employment which are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be delayed for six months following such termination of employment if Hedger is a
Specified Employee (as defined below) on the date of his termination of employment. Any payment due within such six-month period shall be delayed to the end of such six-month period. The Company will adjust the payment to reflect the deferred
payment date by multiplying the payment by the product of the six-month CMT Treasury Bill annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the
numerator of which is the number of days by which such payment was delayed and the denominator of which is 365. The Company will pay the adjusted payment at the beginning of the seventh month following Hedger’s termination of employment. In the
event of Hedger’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Hedger’s death occurs. For purposes of this Agreement, a “Specified Employee” shall mean
an employee of the Company who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code, without regard to Section 416(i)(5) of the Code at any time
during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month period beginning on the first day of the fourth month immediately following the end of such calendar year. Notwithstanding the
foregoing, all employees who are nonresident aliens during an entire calendar year are excluded for purposes of determining which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to
Section 416(i)(5) of the Code for such calendar year. The term “nonresident alien” as used herein shall have the meaning set forth in Regulations Section 1.409A-1(j). In the event of any corporate spinoff or merger, the
determination of which employees meet the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code for any calendar year shall be determined in accordance with Regulations
Section 1.409A-1(i)(2). 
 3. Except as amended by this Amendment, the Employment Agreement shall remain unaffected and in full force
and effect. 
 4. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an
original and all of which together shall constitute one and the same instrument. 
  

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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

  

			
	A-G GEOPHYSICAL PRODUCTS, INC.
		
	By:	 	 /s/ Raymond M. Soto

	Name:	 	Raymond M. Soto
	Title:	 	Chairman of the Board
		
		 	 /s/ Michael C. Hedger

		 	Michael C. Hedger


  

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 GUARANTEE BY BOLT 
 Bolt Technology Corporation hereby confirms that its guarantee of the performance of A-G Geophysical Products, Inc. attached to the Employment Agreement between Michael Hedger and A-G Geophysical Products, Inc., effective as of July 1,
2004, shall apply to said Employment Agreement as amended by the foregoing amendment. 
 Dated as of November 20, 2007 
  

			
	BOLT TECHNOLOGY CORPORATION
		
	By:	 	 /s/ Raymond M. Soto

	Name:	 	Raymond M. Soto
	Title:	 	Chairman of the Board


  

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