EMPLOYMENT AGREEMENT (this "Agreement") dated February 1, 1996 between 3-D Geophysical, Inc., a Delaware corporation (the "Company") and Joel Friedman (the "Employee"). WHEREAS, the Employee has been a founder of the Company and has been instrumental...Employment Agreement • October 8th, 1996 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
PLEDGE AGREEMENT This Pledge Agreement is entered into as of November 17, 1997, by and between: PLEDGOR: 3-D GEOPHYSICAL, INC. 8226 Park Meadows Drive Littleton, Colorado 80124 AND PLEDGEE: SANWA BUSINESS CREDIT CORPORATION 550 North Brand Boulevard...Pledge Agreement • December 23rd, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • California
1 Exhibit (c)(4) AGREEMENT AND PLAN OF MERGERMerger Agreement • March 13th, 1998 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
3-D GEOPHYSICAL, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT NON- QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), dated as of October __, 1997, between 3-D GEOPHYSICAL, INC., a Delaware corporation (the"Company"), and _______________ (the...Non-Qualified Stock Option Agreement • October 8th, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
andRights Agreement • July 18th, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
January 31, 1996Asset Purchase Agreement • October 8th, 1996 • 3-D Geophysical Inc • Oil & gas field exploration services
THIS SECURITY AGREEMENT dated for reference November 7,1997. SECTION 1 SECURITY INTERESTSecurity Agreement • December 23rd, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • Alberta
2- 3 Directors, in its discretion. Nothing in this Agreement shall require the Company to pay any such bonus.Executive Employment Agreement • October 8th, 1996 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
1 EXHIBIT 10.6 AMENDED AND RESTATED TERMINATION AGREEMENT AMENDED AND RESTATED AGREEMENT (this "Agreement"), dated as of October 1, 1996, between 3-D Geophysical, Inc., a Delaware corporation (the "Company"), and John D. White, Jr. ("JD"). WHEREAS, JD...Termination Agreement • December 12th, 1996 • 3-D Geophysical Inc • Oil & gas field exploration services • New York
January 23, 1996 Paragon Geophysical, Inc. 5521 Township Road 260 P.O. Box 30 Millersburg, Ohio 44654 Attn: Joel Friedman Chairman Dear Mr. Friedman: This letter confirms our agreement that the Agreement and Plan of Merger (the "Agreement"), dated as...Agreement and Plan of Merger • October 8th, 1996 • 3-D Geophysical Inc • Oil & gas field exploration services
BETWEENLoan and Security Agreement • December 23rd, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • California
UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 1996 • 3-D Geophysical Inc • Oil & gas field exploration services • New York
ANDPledge Agreement • December 23rd, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • California
4- 5 Nothing in this Agreement shall require the Company to pay any such bonus.Employment Agreement • March 13th, 1998 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 10th, 1998 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
1 Exhibit (c)(3) AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") dated January 13, 1998 between 3-D Geophysical, Inc., a Delaware corporation (the "Company"), and Ronald L. Koons (the "Employee")....Employment Agreement • March 13th, 1998 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") dated as of January 27, 1997 between J.R.S. Exploration Company Limited, an Alberta corporation (the "Company"), and D.E. Janveau (the "Employee"). WHEREAS, the Employee has been...Executive Employment Agreement • March 27th, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • Alberta
3 - 4 purchase 45,000* shares of Common Stock of the Company as and to the extent set forth in the Option Agreement governing such grant and subject to the terms and conditions of such plan.Employment Agreement • October 8th, 1996 • 3-D Geophysical Inc • Oil & gas field exploration services • Colorado
NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT (this "Agreement") dated as of January 27, 1997 by C.D. Siegfried (the "Employee") for the benefit of 3-D Geophysical, Inc., a Delaware corporation ("3-D"), and 3-D Geophysical of Canada, Inc., a...Non-Competition Agreement • March 27th, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • Alberta
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") dated as of January 27, 1997 between J.R.S. Exploration Company Limited, an Alberta corporation (the "Company"), and C.D. Siegfried (the "Employee"). WHEREAS, the Company desires to employ...Employment Agreement • March 27th, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • Alberta
AGREEMENT AND PLAN OF MERGER by and among WESTERN ATLAS INC., WAI ACQUISITION CORP. and 3-D GEOPHYSICAL, INC. dated as of March 8, 1998Merger Agreement • March 10th, 1998 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
2- 3 of the Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Tender Shares, (iv) deposit the Tender Shares into a voting trust or enter into a voting agreement or...Support Agreement • March 13th, 1998 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
SECURITY AGREEMENT OF 3-D GEOPHYSICAL, INC. This Security Agreement is entered into as November 17, 1997 by and between 3-D Geophysical, Inc., a Delaware corporation ("Debtor"), located at 8226 Park Meadows Drive, Littleton, Colorado 80124, and SANWA...Security Agreement • December 23rd, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • California
1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 12th, 1996 • 3-D Geophysical Inc • Oil & gas field exploration services • New York
RECITALSTrademark Security Agreement • December 23rd, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 12th, 1996 • 3-D Geophysical Inc • Oil & gas field exploration services • New York
2 - 3 4.2 Potential Bonus. In addition to the compensation provided for in Section 4.1, the Employee may receive such bonus, if any, as shall be determined in the sole discretion of the Directors (or a duly constituted committee thereof), but nothing...Employment Agreement • October 8th, 1996 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
3-D GEOPHYSICAL, INC. FORM OF SUBORDINATED PROMISSORY NOTESubordinated Promissory Note • October 8th, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • New York
EMPLOYMENT AGREEMENT (this "Agreement") dated February 1, 1996 between 3-D Geophysical, Inc. (the "Company"), a Delaware corporation, and Luis H. Ferran Arroyo (the "Employee"). WHEREAS, the Employee has been an executive officer of Geoevaluaciones,...Employment Agreement • October 8th, 1996 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
PLEDGE AGREEMENT This Pledge Agreement is entered into as of November 17, 1997, by and between: PLEDGOR: 3-D GEOPHYSICAL, INC. 8226 Park Meadows Drive Littleton, Colorado 80124 AND PLEDGEE: SANWA BUSINESS CREDIT CORPORATION 550 North Brand Boulevard...Pledge Agreement • December 23rd, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • California
1 Exhibit (c)(8) CONSULTING AND NON-COMPETE AGREEMENT AGREEMENT, dated as of March 8, 1998, by and between Western Atlas Inc., a Delaware corporation (the "Parent"), Friedman Enterprises Inc., a New York corporation ("FEI") and Joel Friedman (the...Consulting and Non-Compete Agreement • March 13th, 1998 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
1 EXHIBIT (A)(1) [LETTERHEAD OF 3-D GEOPHYSICAL, INC.] March 13, 1998 To Our Stockholders: We are pleased to inform you that on March 8, 1998, 3-D Geophysical, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")...Merger Agreement • March 13th, 1998 • 3-D Geophysical Inc • Oil & gas field exploration services
1 Exhibit (c)(10) RIGHTS AGREEMENT Rights Agreement (this "Agreement") dated as of July 17, 1997, between 3-D Geophysical, Inc., a Delaware corporation (the "Company"), and American Securities Transfer & Trust, Inc. (the "Rights Agent"). R E C I T A L...Rights Agreement • March 13th, 1998 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
SECURITY AGREEMENT (SECURITIES) THIS SECURITY AGREEMENT (SECURITIES) is dated for reference November 17, 1997, MADE BY: W.G. MUELLER CONSULTING SERVICES LTD., a body corporate under the laws of Alberta, having its chief place of business at 220 - 99...Security Agreement (Securities) • December 23rd, 1997 • 3-D Geophysical Inc • Oil & gas field exploration services • Alberta
2- 3 of the Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Tender Shares, (iv) deposit the Tender Shares into a voting trust or enter into a voting agreement or...Support Agreement • March 13th, 1998 • 3-D Geophysical Inc • Oil & gas field exploration services • Delaware
