MITCHAM INDUSTRIES, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose of the Plan. The purpose of this Plan is to promote the interests of the Company and its
shareholders by strengthening the Company’s ability to attract and retain the services of experienced and
knowledgeable non-employee directors and by encouraging such directors to acquire an increased proprietary
interest in the Company.
Options granted hereunder will be Nonqualified Stock Options that do not qualify for any special tax benefits
2. Definitions. As used herein, the following definitions shall apply:
(a) “Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common control with, such Person.
(b) “Annual Meeting Date” shall mean the date of the annual meeting of the shareholders of the
Company at which directors are elected.
(c) “Board” shall mean the Board of Directors of the Company, unless a Committee has been appointed.
(d) “Code” shall mean the Internal Revenue Code of 1986, as amended (or any successor federal statute
then in effect).
(e) “Committee” shall mean the Committee appointed by the Board of Directors in accordance with
Section 4(a) of this Plan.
(f) “Common Stock” shall mean the Common Stock, $.01 par value, of the Company.
(g) “Company” shall mean Mitcham Industries, Inc., a Texas corporation.
(h) “Continuous Status as a Non-Employee Director” shall mean the absence of any interruption or
termination of service or retention as a Non-Employee Director.
(i) “Effective Date” shall have the meaning set forth in Section 6 of this Plan.
(j) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended (or any successor
federal statute then in effect).
(k) “Initial Grant Date” shall mean the d