Additional Severance. In addition to the amount provided in Section 7(a) above, if Executive’s employment is terminated by the Executive for Good Reason or by the Company without cause, then (i) the Executive shall be entitled to receive, in equal payments over a two (2) year period, the Executive’s then-current annual Base salary (that is, two (2) years’ worth of annual Base Salary, paid out over two (2) years); and (ii) provided the Executive (and his spouse and dependents enroll, if covered at the time of the termination) timely enrolls in COBRA under the Company’s group medical insurance program, the Executive shall be entitled to receive (as shall his spouse and dependents, to the extent they were covered at the time of the termination) fully subsidized continuation coverage premiums under each of the Company’s “group health plans” subject to COBRA that are provided under the ION Geophysical Corporation Welfare Benefit Plan (“Plan”), in accordance with such Plan as in effect from time to time; provided, however that notwithstanding the Plan’s limitations on the maximum time period for COBRA coverage, the continuation coverage period for Executive (and his eligible dependents) shall continue for a period of two (2) years. The Company’s obligation under this clause shall be satisfied by the Company by paying the cost of the monthly continuation coverage premiums directly to the insurers on Executive’s (and any covered dependents’) behalf. The Company’s obligation to pay the foregoing continuation coverage premiums shall terminate on the earlier of the date (i) Executive (and his dependents) terminates continuation coverage under the Plan (unless Company is reimbursing Executive as set forth in clause (ii) next following); or (ii) Executive (and his dependents) are eligible to become covered by another employer-sponsored group health plan that materially duplicate the coverage paid for under the Plan (without regard to whether Executive becomes covered in such plan), provided, however, that if Executive becomes covered under another employer-sponsored group health plan, then Executive shall continue to receive the monthly reimbursement benefit from the Company for the lesser of (x) the amount of employee premiums that Executive or his wife, as applicable, is charged to secure such coverage, or (y) the amount of the monthly continuation coverage premiums Executive would otherwise be required to pay to receive continuation coverage under the Plan. In addition, the Executive shall receive the following additional compensation from the Company: (i) subject to clause (iii) below, any outstanding grant of time-vested restricted stock or time-vested restricted stock units that would have vested within two (2) years of the termination date had the Executive remained employed shall become fully vested on the Executive’s termination date; and (ii) subject to clause (iii) below, any outstanding grant of time-vested stock options or time-vested stock appreciation rights (“SARS”; for the purposes of this Section 7, SARS include cash-settled SARS) that would have vested within two (2) years of the termination date had the Executive remained employed shall become fully vested on the Executive’s termination date, provided that (A) such stock options or SARS may not be exercised until the original scheduled vesting date for such awards, and (B) such stock options or SARS shall expire ninety (90) days after the original scheduled vesting date; and (iii) for each outstanding grant of performance-vested equity (including restricted stock awards, performance shares, stock options, and SARS) that would have vested within two (2) years of the termination date had the Executive remained employed, any vesting factors which are determined solely based on continued service shall be fully satisfied on the Executive’s termination date, subject to the conditions of the preceding clauses (i) and (ii); provided, however, that such awards (including any described in clause (i) or (ii) above) shall remain subject to the applicable performance vesting conditions and shall become fully vested only if, and only to the extent, the applicable performance conditions (such as, for example, the Company’s stock achieving and maintaining a certain price) are satisfied as provided under the applicable granting agreement. If Executive’s employment is terminated due to the expiration of the Employment Term pursuant to Section 3 of this Agreement, then (x) in addition to the amount provided in Section 7(a) above, the Executive shall be entitled to receive, in equal payments over a one (1) year period, the Executive’s then-current annual Base salary (that is, one (1) years’ worth of annual Base Salary, paid out over one (1) year); and (y) provided the Executive (and his spouse and dependents enroll, if covered at the time of the termination) timely enrolls in COBRA under the Company’s group medical insurance program, the Executive shall be entitled to receive (as shall his spouse and dependents, to the extent they were covered at the time of the termination) fully subsidized continuation coverage premiums under each of the Company’s “group health plans” for a period of one year, and such coverage shall be subject to all of the caveats, conditions and provisions as are set forth in the first block paragraph of this Section 7(b), mutatis mutandis; and, for the avoidance of doubt, none of the additional compensation set forth in clause (i), (ii) or (iii) above shall be payable in such event.
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Additional Severance. In addition to the amount provided in Section 7(a) above, if Executive’s employment is terminated by the Executive for Good Reason or by the Company without causeCause, then (i) the Executive shall be entitled to receive, in equal payments over a two one (21) year period, the Executive’s then-current annual Base salary Salary (that is, two (2) years’ one year’s worth of annual Base Salary, paid out over two one (21) years)year; and (ii) provided the Executive (and his spouse and dependents enroll, if covered at the time of the termination) timely enrolls in COBRA under the Company’s group medical insurance program, the Executive shall be entitled to receive (as shall his spouse and dependents, to the extent they were covered at the time of the termination) fully subsidized continuation coverage premiums under each of the Company’s “group health plans” subject to COBRA that are provided under the ION Geophysical Corporation Welfare Benefit Plan (“Plan”), in accordance with such Plan as in effect from time to time; provided, however that notwithstanding the Plan’s limitations on the maximum time period for COBRA coverage, the continuation coverage period for Executive (and his eligible dependents) shall continue for a period of two one (21) yearsyear. The Company’s obligation under this clause shall be satisfied by the Company by paying the cost of the monthly continuation coverage premiums directly to the insurers on Executive’s (and any covered dependents’) behalf. The Company’s obligation to pay the foregoing continuation coverage premiums shall terminate on the earlier of the date (i) Executive (and his dependents) terminates continuation coverage under the Plan (unless Company is reimbursing Executive as set forth in clause (ii) next following); or (ii) Executive (and his dependents) are eligible to become covered by another employer-sponsored group health plan that materially duplicate the coverage paid for under the Plan (without regard to whether Executive becomes covered in such plan), provided, however, that if Executive becomes covered under another employer-sponsored group health plan, then Executive shall continue to receive the monthly reimbursement benefit from the Company for the lesser of (x) the amount of employee premiums that Executive or his wife, as applicable, is charged to secure such coverage, or (y) the amount of the monthly continuation coverage premiums Executive would otherwise be required to pay to receive continuation coverage under the Plan. In addition, the Executive shall receive the following additional compensation from the Company:
(i) subject to clause (iii) below, any outstanding grant of time-vested restricted stock or time-vested restricted stock units that would have vested within two one (21) years year of the termination date had the Executive remained employed shall become fully vested on the Executive’s termination date; and
(ii) subject to clause (iii) below, any outstanding grant of time-vested stock options or time-vested stock appreciation rights (“SARS”; for the purposes of this Section 7, SARS include cash-settled SARS) that would have vested within two one (21) years year of the termination date had the Executive remained employed shall become fully vested on the Executive’s termination date, provided that (A) such stock options or SARS may not be exercised until the original scheduled vesting date for such awards, and (B) such stock options or SARS shall expire ninety (90) days after the original scheduled vesting date; and
(iii) for each outstanding grant of performance-vested equity (including restricted stock awards, performance shares, stock options, and SARS) that would have vested within two one (21) years year of the termination date had the Executive remained employed, any vesting factors which are determined solely based on continued service shall be fully satisfied on the Executive’s termination date, subject to the conditions of the preceding clauses (i) and (ii); provided, however, that such awards (including any described in clause (i) or (ii) above) shall remain subject to the applicable performance vesting conditions and shall become fully vested only if, and only to the extent, the applicable performance conditions (such as, for example, the Company’s stock achieving and maintaining a certain price) are satisfied as provided under the applicable granting agreement. If Executive’s employment is terminated due to the expiration of the Employment Initial Term pursuant to Section 3 of this Agreement, then (x) in addition to the amount provided in Section 7(a) above, the Executive shall be entitled to receive, in equal payments over a one twelve (112) year month period, the Executive’s then-current annual Base salary Salary (that is, one twelve (112) yearsmonths’ worth of annual Base Salary, paid out over one twelve (112) yearmonths); and (y) provided the Executive (and his spouse and dependents enroll, if covered at the time of the termination) timely enrolls in COBRA under the Company’s group medical insurance program, the Executive shall be entitled to receive (as shall his spouse and dependents, to the extent they were covered at the time of the termination) fully subsidized continuation coverage premiums under each of the Company’s “group health plans” for a period of one yeartwelve (12) months, and such coverage shall be subject to all of the caveats, conditions and provisions as are set forth in the first block paragraph of this Section 7(b), mutatis mutandis; and, for the avoidance of doubt, none of the additional compensation set forth in clause (i), (ii) or (iii) above above, or in the next following block paragraph, shall be payable in such event. If Executive’s employment is terminated due to the expiration of an Additional Term pursuant to Section 3 of this Agreement, then (x) in addition to the amount provided in Section 7(a) above, the Executive shall be entitled to receive, in equal payments over a six (6) month period, the Executive’s then-current annual Base Salary (that is, six (6) months’ worth of annual Base Salary, paid out over six (6) months); and (y) provided the Executive (and his spouse and dependents enroll, if covered at the time of the termination) timely enrolls in COBRA under the Company’s group medical insurance program, the Executive shall be entitled to receive (as shall his spouse and dependents, to the extent they were covered at the time of the termination) fully subsidized continuation coverage premiums under each of the Company’s “group health plans” for a period of six (6) months, and such coverage shall be subject to all of the caveats, conditions and provisions as are set forth in the first block paragraph of this Section 7(b), mutatis mutandis; and, for the avoidance of doubt, none of the additional compensation set forth in clause (i), (ii) or (iii) above, or in the immediately preceding block paragraph, shall be payable in such event.
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Additional Severance. In addition to addition, provided you timely execute the amount provided in Section 7(aupdated release of claims attached hereto as Exhibit A (the “ADEA Release”), no earlier than the Separation Date and no later than twenty-one (21) abovedays after you receive it, if Executive’s employment is terminated by and do not revoke the Executive for Good Reason or by ADEA release contained therein, then the Company without causewill:
(a) make additional severance payments to you in an amount equal to six (6) months of your current base salary, then less applicable deductions and withholdings (i) the Executive shall “Additional Severance Payments”). The Additional Severance Payments will be entitled subject to receive, in equal payments over a two (2) year period, the Executive’s then-current annual Base salary (that is, two (2) years’ worth of annual Base Salary, paid out over two (2) years); standard payroll deductions and (ii) provided the Executive (withholdings and his spouse and dependents enroll, if covered at the time of the termination) timely enrolls in COBRA under will be made on the Company’s group medical insurance programordinary payroll dates, beginning with the Executive shall be entitled to receive (as shall his spouse and dependents, to first such date which occurs following the extent they were covered at the time completion of the termination) fully subsidized continuation coverage premiums under each of Cash Severance Payments, and provided that such date is after the Company’s “group health plansADEA Release Effective Date” subject to COBRA that are as defined in the ADEA Release, provided under the ION Geophysical Corporation Welfare Benefit Plan (“Plan”), in accordance with such Plan as in effect from time to time; provided, however that notwithstanding the Plan’s limitations on the maximum time period for COBRA coverage, the continuation coverage period for Executive (and his eligible dependents) shall continue for a period of two (2) years. The Company’s obligation under this clause shall be satisfied by the Company by paying has received the cost of the monthly continuation coverage premiums directly to the insurers executed ADEA Release from you on Executive’s (and any covered dependents’) behalf. The Company’s obligation to pay the foregoing continuation coverage premiums shall terminate on the earlier of the date (i) Executive (and his dependents) terminates continuation coverage under the Plan (unless Company is reimbursing Executive as set forth in clause (ii) next following); or (ii) Executive (and his dependents) are eligible to become covered by another employer-sponsored group health plan before that materially duplicate the coverage paid for under the Plan (without regard to whether Executive becomes covered in such plan), provided, however, that if Executive becomes covered under another employer-sponsored group health plan, then Executive shall continue to receive the monthly reimbursement benefit from the Company for the lesser of (x) the amount of employee premiums that Executive or his wife, as applicable, is charged to secure such coverage, or (y) the amount of the monthly continuation coverage premiums Executive would otherwise be required to pay to receive continuation coverage under the Plan. In addition, the Executive shall receive the following additional compensation from the Company:
(i) subject to clause (iii) below, any outstanding grant of time-vested restricted stock or time-vested restricted stock units that would have vested within two (2) years of the termination date had the Executive remained employed shall become fully vested on the Executive’s termination date; and
(iib) As of the ADEA Release Effective Date, the Company will accelerate the vesting of 10,000 of the unvested restricted stock units (“RSUs”) subject to clause (iii) below, any outstanding grant of that certain time-vested stock options or RSU award that was granted to you by the Company on January 6, 2022 pursuant to the Company’s 2016 Equity Incentive Plan (the “Equity Plan”) and an RSU award agreement thereunder (the “RSU Agreement” and such RSUs, the “Accelerated RSUs”). For clarity, (i) any unvested equity awards held by you as of the Separation Date that are not the Accelerated RSUs, including, but not limited to, any other time-vested stock appreciation rights equity awards and any equity awards that are subject to performance-based vesting conditions, shall be forfeited as of the Separation Date, and (“SARS”; for ii) to the purposes of extent that you do not timely execute or that you revoke the ADEA Release, the Accelerated RSUs shall be immediately forfeited. Notwithstanding anything in the Equity Plan or RSU Agreement to the contrary, to the extent that the vesting described in this Section 74(b) applies, SARS include cash-(1) the Accelerated RSUs shall be settled SARS) that would have vested within two in shares of Company common stock after the ADEA Release Effective Date on a date determined by the Company, but no later than December 31, 2024, and (2) years any applicable taxes and withholding obligations associated with the vesting and settlement of the termination date had the Executive remained employed shall become fully vested on the Executive’s termination date, provided that (A) such stock options or SARS may not be exercised until the original scheduled vesting date for such awards, and (B) such stock options or SARS shall expire ninety (90) days after the original scheduled vesting date; and
(iii) for each outstanding grant of performance-vested equity (including restricted stock awards, performance shares, stock options, and SARS) that would have vested within two (2) years of the termination date had the Executive remained employed, any vesting factors which are determined solely based on continued service Accelerated RSUs shall be fully satisfied on via a net settlement. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ March 24, 2024 Except as provided herein, the Executive’s termination date, subject to the conditions of the preceding clauses (i) and (ii); provided, however, that such awards (including any described in clause (i) or (ii) above) Accelerated RSUs shall remain subject to the applicable performance vesting conditions and shall become fully vested only if, and only to the extent, the applicable performance conditions (such as, for example, the Company’s stock achieving and maintaining a certain price) are satisfied as provided under the applicable granting agreement. If Executive’s employment is terminated due to the expiration terms of the Employment Term pursuant to Section 3 of this Equity Plan and the RSU Agreement, then (x) in addition to the amount provided in Section 7(a) above, the Executive shall be entitled to receive, in equal payments over a one (1) year period, the Executive’s then-current annual Base salary (that is, one (1) years’ worth of annual Base Salary, paid out over one (1) year); and (y) provided the Executive (and his spouse and dependents enroll, if covered at the time of the termination) timely enrolls in COBRA under the Company’s group medical insurance program, the Executive shall be entitled to receive (as shall his spouse and dependents, to the extent they were covered at the time of the termination) fully subsidized continuation coverage premiums under each of the Company’s “group health plans” for a period of one year, and such coverage shall be subject to all of the caveats, conditions and provisions as are set forth in the first block paragraph of this Section 7(b), mutatis mutandis; and, for the avoidance of doubt, none of the additional compensation set forth in clause (i), (ii) or (iii) above shall be payable in such event.
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