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WASHINGTON, DC 20549 

 

 

 

Date of report (Date of earliest event reported): December 22, 2020

 

(Exact Name of Registrant as Specified in Charter) 

 

 

 

 

 

Registrant’s telephone number, including area code: (281) 933-3339

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

As previously disclosed, on January 3, 2020, ION Geophysical Corporation (the "Company") appointed Michael Morrison, 49, its Executive Vice President and Chief Financial Officer (Interim). In September 2020, was appointed Executive Vice President and Chief Financial Officer. In connection with such appointment, on December 22, 2020, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Morrison, which provides for an initial term through January 31, 2022, which shall be automatically be extended by successive additional one (1)-year periods, unless employment is terminated by either party on sixty (60) days advance written notice. As reflected in the Employment Agreement, Mr. Morrison’s initial annual base salary as Executive Vice President and Chief Financial Officer is $300,000. Mr. Morrison will be entitled to participate in the Company’s annual incentive plan with an initial target award level of 60%, 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. Morrison’s employment is terminated by the Company without Cause (as defined in the Employment Agreement) or by Mr. Morrison for Good Reason (as defined in the Employment Agreement), Mr. Morrison will be entitled to, among other things, a payment equal to one (1) times his base salary, continued health insurance coverage for twelve (12) months, and full vesting of outstanding restricted stock awards, stock options and stock appreciation rights that would have vested within one (1) year 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.

 

 

 

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.