SAEXPLORATION HOLDINGS, INC. 2013 LONG-TERM INCENTIVE PLAN NOTICE OF STOCK UNITS AWARD (EXECUTIVE)

 

 

Each Stock Unit under the Plan is an unfunded, unsecured contractual obligation on the part of the Company to transfer to you, if the Stock Unit vests, either (i) a share of Common Stock of the Company or (ii) an amount of cash equal in value to the value of a share of the Company’s Common Stock on the date of transfer. Whether your vested Stock Units are paid in shares of Common Stock of the Company, cash, or a combination of Common Stock and cash, shall be determined by the Company in its complete discretion. Since in practice multiple Stock Units included in the Award will likely vest and be paid to you at the same time, the Company may decide to pay your Award partly in shares of its Common Stock and partly in cash.

You may not transfer or assign your Stock Units, and any attempted transfer by you, including any contract that you might enter into with another person to transfer the shares of the Company’s Common Stock and/or cash that you may become entitled to receive from the Company when your Stock Units become vested, would not be binding on, or enforceable against, the Company. If you attempt to transfer, assign, or pledge your Stock Units, they will immediately become void. You may, however, in your will or in any beneficiary designation, provide for who will receive Stock Units in the case of your death.

 

 

 

 

 

 

 

 

“Involuntary Termination” means your involuntary discharge by the Company (or by the affiliate of the Company for which you work) for reasons other than Cause. For purposes of this Agreement, “Cause” means you do any of the following: (a) breach any material provision of any agreement between you and the Company (or between you and the affiliate of the Company for which you work) and the Company (or the affiliate of the Company for which you work) has given you written notice of the breach and you have not corrected the breach within 30 days from the date of such notice; (b) knowingly and intentionally misappropriate funds or property of the Company or its affiliates; (c) engage in conduct, such as fraud, dishonesty, or conviction (or a judicial finding of evidence sufficient to convict) of any felony, even if not in connection with your performance of duties for the Company (or its affiliate), that might reasonably be expected to result in any effect materially adverse to the interests of the Company or any of its affiliates; (d) fail to fulfill and perform the duties assigned to you in accordance with the terms of your Service after the Company (or its affiliate) has given you notice of the failure and you have not corrected the failure within 15 days of the date of such notice; or (e) fail to comply with corporate policies of the Company or any of its affiliates that are promulgated from time to time by the Company, provided that the Company is not being unreasonably arbitrary in its enforcement of corporate policies.

“Termination for Good Reason” means you have provided written notice to the Company of Company (or the affiliate of the Company for which you work) conduct warranting termination of your employment under your employment agreement for “Good Reason” and you provided the Company a period of not less than thirty (30) days to cure the following conduct: (i) a material diminution in the nature and scope of your authorities or duties, including but not limited to a change in your reporting relationship, a required move of more than 50 miles, a reduction in pay or removal from the Company’s Board of Directors; or (ii) a material breach by the Company (or the affiliate of the Company for which you work) of any written employment agreement between you and the Company (or between you and the affiliate of the Company for which you work).

No Stock Units will vest after your Service terminates for any other reason, except as expressly provided in the Plan or in this Agreement.

 

 

 

 

 

 

For purposes of the Award, your Service does not terminate when you go on a military leave, sick leave, or any other bona fide leave of absence, if the leave was approved by the Company in writing or required by law, and if continued crediting of Service is required by the terms of the approved leave or by applicable law. However, your Service terminates when the approved leave ends, unless you immediately return to active Service.

 

 

 

 

 

 

 

 

 

 

 

You understand that you (and not the Company) are responsible for your federal, state, local, or foreign tax liability with respect to your Stock Units, as well as for any other tax consequences that you may have as a result of the transactions contemplated by this Agreement. You must rely solely on the determinations of your own tax advisors, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters.

Because your Stock Units are an unfunded unsecured contractual obligation to transfer shares of fully vested Common Stock of the Company and/or cash to you after your Stock Units have vested, you may not make an election under

 

Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to your Stock Units.

No Shares of Company Stock will be transferred to you unless you have made an acceptable arrangement to pay any withholding taxes that may be due as a result of such transfer. Subject to the Company’s consent, such an arrangement may include (i) you making a cash payment to the Company of an amount equal to the withholding taxes, (ii) the Company withholding an amount equal to the withholding taxes from other cash compensation payable to you by the Company, (iii) the Company withholding shares of its Common Stock that otherwise would have been issued to you when your Stock Units vest in an amount having a value equal to the withholding taxes, or (iv) you surrendering shares of the Company’s Common Stock that you previously acquired.

 

 

 

 

If the Company is dissolved or liquidated, any unvested portion of this Award will terminate.

If the Company is a party to a merger, consolidation, or sale of fifty percent (50%) or more of the Company’s stock or assets, each outstanding Award will be subject to the agreement of merger, sale, or reorganization, which will provide for treatment of unvested Stock Units in accordance with the Plan.