UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The board of directors (the “Board”) of Geospace Technologies Corporation (the “Company”) has approved and the Company has entered into a Second Amendment to Employment Agreement, effective November 17, 2020, (the “Amendment”) with Michael J. Sheen, the Company’s Senior Vice President and Chief Technical Officer. The Amendment eliminates the provision in Mr. Sheen’s employment agreement that provided him a gross-up for any applicable “excess parachute payment” tax imposed by the Internal Revenue Code and adds to his agreement a provision that is comparable to provisions included in the employment agreements of certain other executive officers of the Company, which provides that the Company may in certain situations reduce the amount of payments to be made to Mr. Sheen in order to minimize the impact of the “excess parachute payment” tax and the related impact on the Company.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached to, and is incorporated by reference into, this Current Report on Form 8-K.
Pursuant to the terms of the employment agreement entered into by the Company with Walter R. Wheeler, the Company’s President and Chief Executive Officer, effective as of January 1, 2012, Mr. Wheeler’s current term was automatically extended on January 1, 2020 to continue through December 31, 2022. On November 19, 2020, the Company notified Mr. Wheeler of its decision to not extend the term of his employment agreement after its expiry on December 31, 2022. This was a technical notice required under the terms of the employment agreement to discontinue the automatic extension of the term of the agreement and does not otherwise impact Mr. Wheeler’s employment or other status with the Company. Mr. Wheeler will continue to lead the Company as its CEO for the foreseeable future.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
Exhibit |
Description | |
Exhibit 10.1 | Second Amendment, effective November 17, 2020, to Employment Agreement dated as of August 1, 1997, between the Company and Michael J. Sheen | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
GEOSPACE TECHNOLOGIES CORPORATION | ||||||
Date: November 23, 2020 | ||||||
By: | /s/ Robert L. Curda | |||||
Robert L. Curda | ||||||
Vice President, Chief Financial Officer & Secretary |