SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (this Amendment), is made effective as of November 17, 2020 (the Effective Date) by and between GEOSPACE TECHNOLOGIES CORPORATION, a Delaware corporation (the Company), and Michael J. Sheen (Employee).
WHEREAS, the parties entered into that certain Employment Agreement (the Agreement) dated as of August 1, 1997, as amended; and
WHEREAS, the parties wish to further amend the Agreement as provided below.
NOW THEREFORE, in consideration of the premises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
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Amendments. Section 3.3.4 of the Agreement is hereby amended and restated in its entirety to provide as follows effective as of the Effective Date:
3.3.4 Notwithstanding the above provisions to the contrary, in the event that the Employee is subject to the Excise Tax the amounts payable under this Section 3.3 will be determined under this Section 3.3.4 as provided below:
22.214.171.124 Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit by or from the Company or any of its affiliates to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise would be subject to the Excise Tax (as hereinafter defined) (all such payments and benefits being collectively referred to herein as the Payments), then except as otherwise provided in Section 126.96.36.199, the Payments shall be reduced (but not below zero) or eliminated (as further provided for in Section 188.8.131.52) to the extent the Independent Tax Advisor (as hereinafter defined) shall reasonably determine is necessary so that no portion of the Payments shall be subject to the Excise Tax.
184.108.40.206 Notwithstanding the provisions of Section 220.127.116.11, if the Independent Tax Advisor reasonably determines that the Employee would receive, in the aggregate, a greater amount of the Payments on an after-tax basis (including all applicable federal, state, and local income, employment and other applicable taxes and the Excise Tax) if the Payments were not reduced or eliminated pursuant to Section 18.104.22.168, then no such reduction shall be made notwithstanding that all or any portion of the Payments may be subject to the Excise Tax.
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