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| [February 04, 2013] |
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Geospace Technologies Corporation Provides Further Information Relating to Officer Compensation
HOUSTON --(Business Wire)--
Geospace Technologies Corporation (NASDAQ: GEOS) today provided
additional information relating to its officer compensation packages set
forth below.
Explanatory Note: This supplement to the Proxy Statement dated
January 3, 2013 (the "Proxy Statement") of Geospace Technologies
Corporation (the "Company") is intended to correct and clarify
information relating to the compensation due to certain named executive
officers in the event of their termination described in the fourth full
paragraph on page 28 of the Proxy Statement.
Under their employment agreements, if the employment of Mr. Thomas T.
McEntire, Mr. Walter R. Wheeler, or Mr. Robbin B. Adams had been
terminated on September 30, 2012, the terminated employee would have
received the amount set forth in the table on page 28 of the Proxy
Statement plus any relocation and indemnity payments to which he is
entitled. However, Messrs. McEntire, Wheeler, and Adams would not
receive a gross-up for any applicable "excess parachute payment" tax
imposed by the Internal Revenue Code of 1986, as amended, nor are they
contractually entitled to costs and legal fees incurred in connection
with any dispute over their employment agreements. Only Mr. Owens and
Mr. Sheen are entitled to a gross-up and to such costs and legal fees
under their employment agreements.
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Accordingly, the fourth full paragraph on page 28 of the Proxy
Statement should be replaced with the text below:
If the employment of any of Messrs. Owens, Sheen, McEntire, Wheeler or
Adams had been terminated on September 30, 2012, the terminated employee
would have received the amount set forth in the table below in a lump
sum payment plus any relocation and indemnity payments to which he is
entitled. In the case of Mr. Owens and Mr. Sheen, the terminated
employee additionally would be entitled to receive costs and legal fees
incurred in connection with any dispute over his employment agreement,
and a gross-up for any applicable "excess parachute payment" tax imposed
by the Code.
Geospace Technologies Corporation designs and manufactures instruments
and equipment used by the oil and gas industry in the acquisition and
processing of seismic data as well as in reservoir characterization and
monitoring activities. The company also designs and manufactures
non-seismic products, including industrial products, offshore cables,
thermal printing equipment and film.
This press release includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical fact included herein
including statements regarding potential future products and markets,
our potential future revenues, future financial position, business
strategy, future expectations and other plans and objectives for future
operations, are forward-looking statements. We believe our
forward-looking statements are reasonable. However, they are based on
certain assumptions about our industry and our business that may in the
future prove to be inaccurate. Important factors that could cause actual
results to differ materially from our expectations include the level of
seismic exploration worldwide, which is influenced primarily by
prevailing prices for oil and gas, the extent to which our new products
are accepted in the market, the availability of competitive products
that may be more technologically advanced or otherwise preferable to our
products, tensions in the Middle East and other factors disclosed under
the heading "Risk Factors" and elsewhere in our most recent Annual
Report on Form 10-K and Quarterly Report on Form 10-Q, which are on file
with the Securities and Exchange Commission. Further, all written and
verbal forward-looking statements attributable to us or persons acting
on our behalf are expressly qualified in their entirety by such factors.

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