Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on May 29, 2019, ION Geophysical Corporation (the
"Company") appointed Christopher T. Usher, 58, its President and Chief Executive
Officer. In connection with such appointment, on January 27, 2020, the Company
entered into an Employment Agreement (the "Employment Agreement") with Mr.
Usher, which provides for an initial term through August 31, 2021, with three
two-year extensions through August 31, 2027, unless employment is terminated by
either party on sixty (60) days advance written notice. As reflected in the
Employment Agreement, Mr. Usher's initial annual base salary as President and
CEO is $525,000. Mr. Usher will be entitled to participate in the Company's
annual incentive plan with an initial target award level of 100%, subject to
annual review by the Company's board, and also participate in the Company's then
applicable long-term incentive plan. The Employment Agreement also contains
customary non-competition, non-solicitation and confidentiality covenants.
Furthermore, if Mr. Usher's employment is terminated by the Company without
Cause (as defined in the Employment Agreement) or by Mr. Usher for Good Reason
(as defined in the Employment Agreement), Mr. Usher will be entitled to, among
other things, a payment equal to two times his base salary, continued health
insurance coverage, and full vesting of outstanding restricted stock awards,
stock options and stock appreciation rights that would have vested within two
(2) years of the termination date.
The foregoing summary description of the Employment Agreement is qualified in
its entirety by reference to the full text of the agreement, filed as Exhibit
10.1 to this Current Report on Form 8-K, which is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
10.1 Employment Agreement dated January 27, 2020, between
Christopher T. Usher and ION Geophysical Corporation.
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