AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT OF
XXXXXX X. XXXXXXXX
DATED FEBRUARY 6, 1991
WHEREAS, effective February 6, 1991, Xxxxxx X. Xxxxxxxx (the "Employee")
and Input/Output, Inc. (the "Company") entered into an Employment Agreement
(the ("Employment Agreement"); and
WHEREAS, the Employee and the Company desire to amend the Employment
Agreement pursuant to Section 7 thereof; and
WHEREAS, the Company's Board of Directors have approved the terms of such
amendment, which terms are set forth herein;
NOW, THEREFORE, for and in consideration of the premises and pursuant to
the amendment authority reserved thereunder, effective as of January 31,
1997, the Employment Agreement is hereby amended as hereinafter set forth:
I.
(A) Section 1.1 is amended to read in its entirety as follows:
"1.1 CONTRACT TERM. Subject to the terms and conditions hereof, the
Company agrees to employ the Employee for a term commencing as of February
1, 1997 and continuing through January 31, 1999, unless renewed pursuant to
this Section 1.1. Beginning on January 31, 1998, this Agreement shall be
automatically renewed each January 31 for a two-year term, unless either
the Company or the Employee provides written notice of election not to
renew, at least thirty (30) days before the applicable January 31. By way
of example, unless the Employee or the Company so notifies the other on or
before January 1, 1998, then the term of this Agreement will be
automatically extended to expire on January 31, 2000, unless further
extended; unless the Employee or the Company so notifies the other on or
before January 1, 1999, then the term of this Agreement will be
automatically extended to expire on January 31, 2001, unless further
extended in the same manner or otherwise. In the event the Employee or the
Company so notifies the other on or before January 1, 1998, then the term
of the Agreement shall expire on January 31, 1999."
(B) Section 1.2 is hereby amended as follows: The reference in Section 1.2
to "January 31, 1993" in the first sentence thereof is hereby deleted
and substituted in lieu thereof shall be "January 31, 1999".
II.
Section 3.3.2 is amended in its entirety to read as follows:
"3.3.2 In lieu of any further salary payments to the Employee for
periods subsequent to the Date of Termination, an amount equal to the
product of (a) the sum of the Employee's annual base salary plus management
incentive bonus payments for the three most recently completed fiscal years
of the Company (for these purposes, the bonus relating to such fiscal
years shall be used even if such bonus is actually paid in a different
fiscal year), divided by three (3), MULTIPLIED BY (b) two (2);"
III.
Except as expressly amended by the terms of this Amendment No. 1, the
remaining terms and conditions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereof have executed this Amendment on this
31 day of MARCH, 1997, but effective as of January 31, 1997.
INPUT/OUTPUT, INC.
/s/ XXXX X. XXXXX
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By: XXXX X. XXXXX
Its: PRESIDENT
EMPLOYEE
/s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
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