Mitcham Industries, Inc. Summary of Non-Employee Director Compensation (as of July 27, 2010)

Summary

This document outlines the compensation structure for non-employee directors of Mitcham Industries, Inc. as of July 27, 2010. Non-employee directors receive annual cash retainers, additional fees for committee membership and chair positions, and per-meeting attendance fees. The Non-Executive Chairman and committee chairs receive higher compensation. Directors may also be granted stock options or restricted stock at the Board's discretion. The agreement sets out the key terms and amounts for director compensation but does not specify a fixed term or end date.

EX-10.2 2 h75970exv10w2.htm EX-10.2 exv10w2

Exhibit 10.2

MITCHAM INDUSTRIES, INC.
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION
(AS OF JULY 27, 2010)

Retainer/Fees

Each non-employee director is entitled to receive the following compensation:

	•		an annual cash retainer fee of $30,000 per year, plus an additional $50,000 for the Non-Executive Chairman of the Board of Directors;

	•		an additional cash retainer of $7,500 per year for each member of the Audit Committee, plus an additional $5,000 per year for the chairperson of the Audit Committee;

	•		an additional cash retainer of $4,000 per year for each member of the Compensation Committee, plus an additional $4,000 per year for the chairperson of the Compensation Committee;

	•		an additional cash retainer of $14,000 per year for the chairperson of the Strategic Planning Committee; and

	•		an additional fee of $1,000 for each Board of Directors meeting attended, including telephonic meetings.

Equity-Based Compensation

In addition to cash compensation, non-employee directors are eligible, at the discretion of the full Board of Directors, to receive discretionary grants of stock options or restricted stock or any combination thereof under Mitcham Industries, Inc.’s equity compensation plans.