X0202 4 2007-01-12 1 0000028866 VERITAS DGC INC VTS 0001282307 PILENKO THIERRY 10300 TOWN PARK DRIVE HOUSTON TX 77072 1 1 0 0 Chairman and CEO Common Stock 2007-01-12 4 D 0 18846 0 D 0 D Non-Qualified Stock Option (right to buy) 15.88 2007-01-12 4 D 0 120000 0 D 2009-03-01 Common Stock 120000 0 D Non-Qualified Stock Option (right to buy) 31.94 2007-01-12 4 D 0 37500 0 D 2010-10-17 Common Stock 37500 0 D Pursuant to the terms of the Agreement and Plan of Merger dated as of September 4, 2006 (the "Merger Agreement") by and among Compagnie Generale de Geophysique ("CGG"), Volnay Acquisition Co. I, Volnay Acquisition Co. II and Veritas DGC Inc. ("Veritas"), at the effective time of the merger contemplated therein, each outstanding share of Veritas common stock, par value $.01 per share ("Veritas Common Stock"), was converted into the right to receive either a number of CGG ADSs or an amount of cash, subject to possible allocation. The value of the merger consideration to be received with respect to each share of Veritas common stock will be approximately $85.50 per share for any shares of Veritas common stock exchanged for cash and 2.0097 CGG ADSs for each share of Veritas common stock exchanged for CGG ADSs. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of merger, each stock option granted by Veritas to purchase shares of Veritas Common Stock pursuant to the stock option plan that is outstanding and unexercised immediately prior to the effective time of the merger, whether or not vested, will be cancelled and converted into the right to receive, for each share of Veritas Common Stock subject to such stock option immediately prior to such cancellation and conversion, an amount in cash equal to the excess, if any, of $85.50 over the exercise price per share under such stock option immediately prior to such cancellation and conversion (less any applicable withholding taxes). This Option provided for vesting in three equal annual installments beginning 3/1/2005. This Option provided for vesting in three equal annual installments beginning 10/17/2006. Larry L. Worden, by power of attorney 2007-01-16