May 29, 2019, Brian Hanson, the President and Chief Executive Officer of ION Geophysical Corporation (the Company), informed the Company of his retirement and resignation from the Board of Directors of the Company (the Board) and his position as President and Chief Executive Officer, each effective June 1, 2019.
Concurrent with Mr. Hansons resignation, the Board appointed Mr. Chris Usher as President and Chief Executive Officer. Mr. Usher has also been elected to serve on the Board.
Prior to his appointment as President and Chief Executive Officer, Mr. Usher served as the Companys Executive Vice President and Chief Operating Officer, Operations Optimization. Mr. Usher, age 58, began his career in field operations at Western Geophysical. In 2000, he moved to PGS in London where he served as President of its global data processing division until 2004. From 2004 to 2005, Chris served as Senior Corporate Vice President, Integrated Services, at Paradigm Geotechnology in London. In 2005, Mr. Usher joined Landmark Software and Services, a division of Halliburton, as Senior Director. From 2010 until 2012, Mr. Usher served as Senior Vice President and Chief Technology Officer for Global Geophysical. Chris joined the Companys executive team in December 2012 and has run a number of Companys businesses in the time since. Mr. Usher is a graduate of Yale University with a Bachelor of Science degree in geology and geophysics.
There are no arrangements or understandings between Mr. Usher and any other persons, pursuant to which he was appointed to the office described above and no family relationships among any of the Companys directors or executive officers and Mr. Usher. Mr. Usher does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Hansons retirement, the Company and Mr. Hanson entered into a Separation Agreement dated as of June 3, 2019 (the Separation Agreement). The Separation Agreement, which contains a general release of claims in favor of the Company and provides that Mr. Hanson will receive, among other things, in each case subject to applicable withholdings (i) a severance payment equal to $2,400,000, payable in substantially equal installments in accordance with the Companys normal payroll practices over the two year period beginning June 1, 2019, provided that the first six months of payments shall be paid in a lump sum on the six-month anniversary of the Separation Agreement, (ii) a one-time payment of $250,000 representing the pro-rata share of Mr. Hansons 2019 target annual bonus payment, and (iii) continuing coverage for a 48-month period under the Companys group medical, dental, health, and hospital plan for Mr. Hanson and his spouse and dependents.
In addition, the Company will cause 120,000 shares of restricted Common Stock to become fully vested pursuant to the Restricted Stock Agreement dated December 1, 2018 between the Company and Mr. Hanson. The Company will also cause the options for 25,000 shares of Common Stock to become fully vested under the terms of that certain Grant Agreement for Non-Statutory Option dated March 1, 2016. The exercise period for all outstanding vested stock options and appreciation rights will be extended until the earlier of June 1, 2021 or the expiration of the full original term specified in each applicable stock option or stock appreciation rights agreement. The Separation Agreement is subject to revocation by Mr. Hanson for a period of seven days following execution.
The foregoing summary description of the Separation 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.
A copy of the press release announcing Mr. Hansons retirement and Mr. Ushers appointment and election is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.