Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21,2009, the board of directors of Mitcham Industries, Inc. (the "Company") approved, subject to stockholder approval, an amendment to the Mitcham Industries, Inc. Stock Awards Plan to increase the aggregate number of shares of the Company's common stock authorized for issuance under the plan by an additional 350,000 shares beyond the 899,864 shares initially authorized for issuance under the plan. The stockholders of the Company approved such amendment at the Annual Meeting of Shareholders held on July 23, 2009.

The Company's Stock Awards Plan (as amended by the above-described amendment, the "Plan") is a broad-based incentive plan that provides for granting stock options, stock appreciation rights, restricted stock awards, performance awards, phantom stock, stock payments, and other stock-based awards to employees, consultants and non-employee directors. A full description of the Plan may be found in the Company's proxy statement filed with the Securities and Exchange Commission on May 29, 2009. A copy of the Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference. The description of the Plan above is qualified in its entirety by reference to the description in the proxy statement and the Plan.

---

Top of the Form