0000950129-04-006889 Sample Contracts

MITCHAM INDUSTRIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT (1998 STOCK AWARDS PLAN)
Nonqualified Stock Option Agreement • September 8th, 2004 • Mitcham Industries Inc • Services-equipment rental & leasing, nec • Texas

THIS NONQUALIFIED STOCK OPTION AGREEMENT (“Option Agreement”) is between Mitcham Industries, Inc., a Texas corporation (the “Company”), and (the “Optionee”), which parties agree as follows:

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MITCHAM INDUSTRIES, INC. STOCK APPRECIATION RIGHTS AGREEMENT (1998 STOCK AWARDS PLAN)
Stock Appreciation Rights Agreement • September 8th, 2004 • Mitcham Industries Inc • Services-equipment rental & leasing, nec • Texas

THIS STOCK APPRECIATION RIGHTS AGREEMENT (the “SAR Agreement”) is between Mitcham Industries, Inc., a Texas corporation (the “Company”), and (the “Employee”), which parties agree as follows:

MITCHAM INDUSTRIES, INC. PHANTOM STOCK AWARD AGREEMENT (1998 STOCK AWARDS PLAN)
Phantom Stock Award Agreement • September 8th, 2004 • Mitcham Industries Inc • Services-equipment rental & leasing, nec • Texas

THIS PHANTOM STOCK AWARD AGREEMENT (the “Agreement”) is between Mitcham Industries, Inc., a Texas corporation (the “Company”), and (the “Employee”).

MITCHAM INDUSTRIES, INC. INCENTIVE STOCK OPTION AGREEMENT (1998 STOCK AWARDS PLAN)
Incentive Stock Option Agreement • September 8th, 2004 • Mitcham Industries Inc • Services-equipment rental & leasing, nec • Texas

THIS INCENTIVE STOCK OPTION AGREEMENT (“Option Agreement”) is between Mitcham Industries, Inc., a Texas corporation (the “Company”), and (the “Optionee”), which parties agree as follows:

MITCHAM INDUSTRIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT (2000 STOCK OPTION PLAN)
Nonqualified Stock Option Agreement • September 8th, 2004 • Mitcham Industries Inc • Services-equipment rental & leasing, nec

Mitcham Industries, Inc., a Texas corporation (the “Company”), has granted to (the “Optionee”), an option (“Option”) to purchase a total of shares of Common Stock (the “Shares”), at the price set forth below and in all respects subject to the terms, definitions and provisions of the Company’s 2000 Stock Option Plan (the “Plan’) adopted by the Company, the terms of which are incorporated herein by reference. Capitalized terms used but not defined in this Option shall have the same meanings as are given to them in the Plan.

MITCHAM INDUSTRIES, INC. RESTRICTED STOCK AGREEMENT (1998 STOCK AWARDS PLAN)
Restricted Stock Agreement • September 8th, 2004 • Mitcham Industries Inc • Services-equipment rental & leasing, nec • Texas

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is between Mitcham Industries, Inc., a Texas corporation (the “Company”), and (the “Employee”), which parties agree as follows:

MITCHAM INDUSTRIES, INC. INCENTIVE STOCK OPTION AGREEMENT (2000 STOCK OPTION PLAN)
Incentive Stock Option Agreement • September 8th, 2004 • Mitcham Industries Inc • Services-equipment rental & leasing, nec

Mitcham Industries, Inc., a Texas corporation (the “Company”), has granted to (the “Optionee”), an option (“Option”) to purchase a total of shares of Common Stock (the “Shares”), at the price set forth below and in all respects subject to the terms, definitions and provisions of the Company’s 2000 Stock Option Plan (the “Plan’) adopted by the Company, the terms of which are incorporated herein by reference. Capitalized terms used but not defined in this Option shall have the same meanings as are given to them in the Plan.

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