Second Amendment to the Amended and Restated Executive Employment Agreement, dated as of August 15, 2019, between SAExploration Holdings, Inc. and Jeffrey Hastings

Exhibit 10.2

SECOND AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE

EMPLOYMENT AGREEMENT

This Second Amendment to the Amended and Restated Executive Employment Agreement (the “Amendment”) is effective as of August 15, 2019 (“Effective Date”) and is entered into by and between SAExploration Holdings, Inc., a Delaware corporation (the “Employer” or the “Company”), and Jeffrey Hastings (the “Executive”). This Amendment hereby amends Executive Employment Agreement between Employer and the Company, as amended by that certain First Amendment to the Amended and Restated Executive Employment Agreement (the “Agreement”). Words and phrases used herein with initial capital letters that are defined in the Agreement are used herein as so defined.

I.

Section 2 of the Agreement is hereby amended in its entirety to read as follows:

Administrative Leave. During the Term, Executive shall perform those duties as the Company may reasonably request from time to time. In addition, during the Term, the Company may place Executive on Administrative Leave. While on Administrative Leave, Executive will remain an employee of the Company and the following terms shall apply during any period of Administrative Leave:

Employment Agreement Amendment – Hastings

II.

Section 3 of the Agreement is hereby amended by deleting such section in its entirety.

III.

Section 5(b) of the Agreement is hereby amended by adding the following clause as subpart (iii).

The following shall not be deemed a “Good Reason” event, a material diminution in the nature and scope the Executive’s authorities or duties, or a material breach of this Agreement: (a) any placement by the Company of Executive on Administrative Leave and (b) any actions taken by the Company consistent with this Amendment.

IV.

Section 5(h) of the Agreement is hereby amended in its entirety to read as follows

Although remaining an employee of the Company, Executive shall be deemed to have resigned from each position that he held as a director or officer of the Company prior to the date he signs this Amendment. Executive shall, at the request of the Company, forthwith execute any and all documents appropriate to evidence such resignations.

V.

The Agreement is hereby amended by adding the following paragraph as Section 27.

Preservation of Confidential Information. Executive agrees and represents that, during the Term, Executive will preserve all documents in his possession that constitute Confidential Information, and any and all Company property, including, but not limited to, smart phones, tablets, electronic storage devices, hard drives, laptop computers, desk top computers software and related program passwords, including any Confidential Information that resides on any of Executive’s personal electronic devices

Except as specifically modified herein, the Agreement shall remain in full force and effect in accordance with all of the terms and conditions thereof. For the avoidance of doubt, nothing herein

Employment Agreement Amendment – Hastings

amends or limits Executive’s rights pursuant to Section 5(d) of the Agreement, as Executive retains all such rights. This Agreement may be executed in separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed signature page to this Amendment by facsimile or other electronic transmission (including documents in Adobe PDF format) will be effective as delivery of a manually executed counterpart to this Amendment.

[SIGNATURE PAGE FOLLOWS]

Employment Agreement Amendment – Hastings

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Employment Agreement Amendment – Hastings