MITCHAM INDUSTRIES, INC.
1994 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 best available personnel for positions
of substantial responsibility and by encouraging such personnel to acquire an increased proprietary interest in the
Options granted hereunder may be either Incentive Stock Options or Nonqualified Stock Options, at the
discretion of the Board and as reflected in the terms of an Option Agreement.
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) “ Board ” shall mean the Board of Directors of the Company, unless a Committee has been
(c) “ Code ” shall mean the Internal Revenue Code of 1986, as amended (or any successor federal
statute then in effect).
(d) “ Committee ” shall mean the Committee appointed by the Board of Directors in accordance with
Section 4(a) of this Plan.
(e) “ Common Stock ” shall mean the Common Stock, $.01 par value, of the Company.
(f) “ Company ” shall mean Mitcham Industries, Inc., a Texas corporation.
(g) “ Consultant ” shall mean any person who is engaged, in writing, by the Company or any Parent or
Subsidiary to render consulting services and is compensated for such consulting services.
(h) “ Continuous Status as an Employee or Consultant ” shall mean the absence of any interruption or
termination of service or retention as an Employee or Consultant. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of sick leave, military leave or any other leave of
absence approved by t