Mitcham Industries, Inc.
Stock Awards Plan
Restricted Stock Agreement
1. Notice of Grant . I am pleased to inform you that you have been granted restricted shares of Common
Stock (“Restricted Stock”) of Mitcham Industries, Inc. (the “Company”) pursuant to the Mitcham Industries, Inc.
Stock Awards Plan (the “Plan”) as provided above, subject to the terms and conditions of the Plan and this
2. Vesting Provisions .
(a) Forfeitures . In the event of your termination of employment with the Company prior to the end of the
Performance Period for any reason other than your death or a disability that entitles you to benefits under the
Company’s long-term disability plan, all shares of Restricted Stock then subject to the Forfeiture
Restrictions automatically shall be forfeited to the Company without payment. The prohibitions against transfer
of the Restricted Stock set forth in Section 4 and the obligations to forfeit and surrender the Restricted Stock
to the Company set forth in this Section 2 are referred to herein as the “Forfeiture Restrictions.” For purposes
of this Agreement, “employment with the Company” shall include being an employee or a Director of, or a
Consultant to, the Company or an Affiliate.
(b) Performance Vesting . To the extent the applicable performance vesting criteria set forth on Attachment
A are achieved, the Forfeiture Restrictions shall lapse as to shares of Restricted Stock on the date(s) set forth
in Attachment A. Any shares of Restricted Stock that do not become performance vested during the
Performance Period, as provided in Attachment A, automatically shall be forfeited to the Company without
(c) Early Vesting . The Forfeiture Restrictions shall lapse, and you shall become vested, as to the Restricted
Stock without regard to the achievement of the performance goals set forth on Attachment A on (i) the
termination of your employment with the Company due to your death or