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EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made as of January 28, 1997, by
Grant Geophysical Inc., debtor-in-possession, a Delaware corporation (the
"Employer"), and Xxxxx X. Xxxxx, Xx. an individual resident in Xxxxxx County
(the "Executive").
AGREEMENT
The parties, intending to be legally bound, agree as follows:
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1. DEFINITIONS
For the purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1.
"AGREEMENT" -- this Employment Agreement, including any Exhibits
hereto, as amended from time to time.
"BASIC COMPENSATION" -- Salary and Benefits.
"BENEFITS" -- as defined in Section 3.1(B).
"BOARD OF DIRECTORS" -- the board of directors of the Employer.
"CONFIDENTIAL INFORMATION" -- any and all:
(a) trade secrets concerning the business and affairs of the Employer,
product specifications, data, know-how, formulae, compositions, processes,
designs, sketches, photographs, graphs, drawings, samples, inventions and
ideas, past, current, and planned research and development, current and planned
manufacturing or distribution methods and processes, customer lists, current
and anticipated customer requirements, nature and location of any pending or
proposed work for any current or prospective customer, price lists and bids,
market studies, business plans, computer software and programs (including
object code and source code), computer software and database technologies
systems, structures, and architectures (and related formulae, compositions,
processes, improvements, devices, know-how, inventions, discoveries, concepts,
ideas, designs, methods and information, and any other information, however
documented, that is a trade secret within the meaning of applicable state or
federal trade secret law; and
(b) information concerning the business and affairs of the Employer
(which includes historical financial statements, financial projections and
budgets, historical and projected sales, capital spending budgets and plans,
the names and backgrounds of key personnel, personnel training and techniques
and materials, however documented; and
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(c) notes, analysis, compilations, studies, summaries, and other
material prepared by or for the Employer containing or based, in whole or in
part, on any information included in the foregoing.
"DISABILITY" -- as defined in Section 6.2.
"EFFECTIVE DATE" -- the date stated in the first paragraph of the
Agreement.
"EMPLOYMENT PERIOD" -- the term of the Executive's employment under
this Agreement.
"FISCAL YEAR" -- the Employer's fiscal year, as it exists on the
Effective Date or as changed from time to time.
"FOR CAUSE" -- as defined in Section 6.3.
"FOR GOOD REASON" -- as defined in Section 6.4.
"INCENTIVE COMPENSATION" -- as defined in Section 3.2.
"PERSON" -- any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.
"PLAN OF REORGANIZATION" -- any plan for the sale, reorganization or
liquidation of the Employer which is confirmed by the Bankruptcy Court.
"PROPRIETARY ITEMS" -- AS DEFINED IN SECTION 7.2(A)(iv).
"SALARY" -- as defined in Section 3.1(A).
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2. EMPLOYMENT TERMS AND DUTIES
2.1 EMPLOYMENT
The Employer hereby employs the Executive, and the Executive hereby accepts
employment by the Employer, upon the terms and conditions set forth in this
Agreement.
2.2 TERM
Subject to the provisions of Section 6, the term of the Executive's employment
under this Agreement will be one year, beginning on the Effective Date and
ending on the first anniversary of the Effective Date.
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2.3 DUTIES
The Executive will have such duties as are assigned or delegated to the
Executive by the Board of Directors or Chief Executive Officer, and will
initially serve as President and Chief Operating Officer of the Employer. The
Executive will devote his entire business time, attention, skill, and energy
exclusively to the business of the Employer, will use his best efforts to
promote the success of the Employer's business, and will cooperate fully with
the Board of Directors in the advancement of the best interests of the
Employer. If the Executive is elected as a director of the Employer or as a
director or officer of any of its affiliates, the Executive will fulfill his
duties as such director or officer without additional compensation.
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3. COMPENSATION
3.1 BASIC COMPENSATION
(A) Salary. The Executive will be paid an annual salary of ONE HUNDRED
TWENTY THOUSAND DOLLARS $120,000, subject to the adjustment as provided below
(the "Salary"), which will be payable in equal periodic installments according
to the Employer's customary payroll practices, but no less frequently than
monthly. The Salary will be reviewed by the Chief Executive Officer and the
Board of Directors not less frequently than annually, and may be adjusted
upward or downward in the sole discretion of the Chief Executive Officer with
the approval of the Board of Directors, but in no event will the Salary be less
than $120,000 per year.
(B) Benefits. The Executive will, during the Employment Period, be
permitted to participate in such pension, profit sharing, bonus, life
insurance, hospitalization, major medical, and other employee benefit plans of
the Employer that may in effect from time to time, to the extent the Executive
is eligible under the terms of those plans (collectively, the "Benefits").
3.2 INCENTIVE COMPENSATION
As additional compensation (the "Incentive Compensation") for the services to
be rendered by the Executive pursuant to this Agreement, the Employer will pay
the Executive upon the Confirmation of a Plan of Reorganization of the Debtor
the following:
(a) An amount equal to Five Thousand Dollars ($5,000.00) per month for
each month in which the Executive is employed under this Agreement beginning
with January 1997 and ending with the month in which a Plan of Reorganization
is confirmed by the United States Bankruptcy Court for the District of Delaware
(the "Bankruptcy Court").
(b) In addition to the amount provided in (a) above, the Employer will
also pay to the Executive as additional compensation upon confirmation of a
Plan of Reorganization an amount based on the Transaction Value, as defined in
that certain contract between Employer and Xxxxxxx & Company International
dated _____________, as follows:
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(i) If the Transaction Value is less than $60 million, then
the Executive shall not be entitled to any additional compensation hereunder.
(ii) If the Transaction Value is greater than or equal to $60
million, then the Executive shall be entitled to (A) additional compensation of
$150,000.00 plus (B) an amount equal to $150,000.00 multiplied by a fraction
(which shall in no event be greater than 1) whose numerator shall be the
difference between the Transaction Value and $60 million and whose denominator
shall be $30 million.
(iii) In no event shall the Executive be entitled to additional
compensation under this paragraph (b) greater than $300,000.00.
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4. FACILITIES AND EXPENSES
4.1 GENERAL
The Employer will furnish the Executive office space, equipment, supplies, and
such other facilities and personnel as the Employer deems necessary or
appropriate for the performance of the Executive's duties under this Agreement.
The Employer will pay the Executive's dues in such professional societies and
organizations as the Chief Executive Officer deems appropriate, and will pay on
behalf of the Executive (or reimburse the Executive for) reasonable expenses
incurred by the Executive at the request of, or on behalf of, the Employer in
the performance of the Executive's duties pursuant to this Agreement, and in
accordance with the employer's employment policies, including reasonable
expenses incurred by the Executive in attending conventions, seminars, and
other business meetings, in appropriate business entertainment activities, and
for promotional expenses. The Executive must file expense reports with respect
to such expenses in accordance with the Employer's policies.
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5. VACATIONS AND HOLIDAYS
The Executive will be entitled to three weeks' paid vacation each Fiscal Year
in accordance with the vacation policies of the Employer in effect for its
executive officers from time to time. Vacation must be taken by the Executive
at such time or times as approved by the Chief Executive Officer. The
Executive will also be entitled to the paid holidays and other paid leave set
forth in the Employer's policies. Vacation days and holidays during any Fiscal
Year that are not used by the Executive during such Fiscal Year may not be used
in any subsequent Fiscal Year.
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6. TERMINATION
6.1 EVENTS OF TERMINATION
The Employment Period, the Executive's Basic Compensation and Incentive
Compensation, and any and all other rights of the Executive under this
Agreement or otherwise as an employee of the Employer will terminate (except as
otherwise provided in this Section 6):
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(a) upon the death of the Executive;
(b) upon the disability of the Executive (as defined in Section 6.2)
immediately upon notice from either party to the other;
(c) for cause (as defined in Section 6.3), immediately upon notice from
the Employer to the Executive, or at such later time as such notice may
specify; or
(d) for good reason (as defined in Section 6.4) upon not less than ten
days' prior notice from the Executive to the Employer.
6.2 DEFINITION OF DISABILITY
For purposes of Section 6.1, the Executive will be deemed to have a
"disability" if, for physical or mental reasons, the Executive is unable to
perform the Executive's duties under this Agreement for 120 consecutive days,
or 180 days during any twelve month period, as determined in accordance with
this Section 6.2. The disability of the Executive will be determined by a
medical doctor selected by written agreement of the Employer and the Executive
upon the request of either party by notice to the other. If the Employer and
the Executive cannot agree on the selection of the medical doctor, each of them
will select a medical doctor and the two medical doctors will select a third
medical doctor who will determine whether the Executive has a disability. The
determination of the medical doctor selected under this Section 6.2 will be
binding on both parties. The Executive must submit to a reasonable number of
examinations by the medical doctor making the determination of disability
under this Section 6.2, and the Executive hereby authorizes the disclosure and
release to the Employer of such determination and all supporting medical
records. If the Executive is not legally competent, the Executive's legal
guardian or duly authorized attorney-in-fact will act in the Executive's stead,
under this Section 6.2, for the purposes of submitting the Executive to the
examinations, and providing the authorization of disclosure, required under this
Section 6.2.
6.3 DEFINITION OF "FOR CAUSE"
For purposes of Section 6.1, the phrase "for cause" means: (a) the Executive's
breach of this Agreement (b) the Executive's failure to adhere to any written
Employer policy if the Executive has been given a reasonable opportunity to
comply with such policy or cure his failure to comply (which reasonable
opportunity must be granted during the ten-day period preceding termination of
this Agreement); (c) the appropriation (or attempted appropriation) of a
material business opportunity of the Employer, including attempting to secure
or securing any personal profit in connection with any transaction entered into
on behalf of the Employer; (d) the misappropriation (or attempted
misappropriation) of any of the Employer's funds or property; or (e) the
conviction of, the indictment for (or its procedural equivalent), or the
entering of a guilty plea or plea of no contest with respect to, a felony, the
equivalent thereof, or any other crime with respect to which imprisonment is a
possible punishment.
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6.4 DEFINITION OF "FOR GOOD REASON"
For purposes of Section 6.1, the phrase "for good reason" means any of the
following: (a) the Employer's material breach of this Agreement; (b) the
assignment of the Executive without his consent to a position,
responsibilities, or duties of a materially lesser status or degree of
responsibility than his position, responsibilities, or duties at the Effective
Date; or (c) the requirement by the Employer that the Executive be based
anywhere other than the Employer's principal executive offices, in either case
without the Executive's consent.
6.5 TERMINATION PAY
Effective upon the termination of this Agreement, the Employer will be
obligated to pay the Executive (or, in the event of his death, his designated
beneficiary as defined below) only such compensation as is provided in this
Section 6.5, which compensation shall be in lieu of all other amounts and in
settlement and complete release of all claims the Executive may have against
the Employer. For purposes of this Section 6.5, the Executive's designated
beneficiary will be such individual beneficiary or trust, located at such
address, as the Executive may designate by notice to the Employer from time to
time or, if the Executive fails to give notice to the Employer of such a
beneficiary, the Executive's estate. Notwithstanding the preceding sentence,
the Employer will have no duty, in any circumstances, to attempt to open an
estate on behalf of the Executive, to determine whether any beneficiary
designated by the Executive is alive or to ascertain the address of any such
beneficiary, to determine the existence of any trust, to determine whether any
person or entity purporting to act as the Executive's personal representative
(or the trustee of a trust established by the Executive) is duly authorized to
act in that capacity, or to locate or attempt to locate any beneficiary,
personal representative, or trustee.
(A) Termination by the Executive for Good Reason. If the Executive
terminates this Agreement for good reason, the Employer will pay the
Executive's Salary for the remainder, if any, of the Employment Period as if
this Agreement had not terminated, provided, however, that Incentive
Compensation pursuant to Sections 3.2(A) and (B) shall be payable if, as of the
date of termination, there is then pending before the Bankruptcy Court a Plan
of Reorganization which is thereafter confirmed by such Court.
(B) Termination by the Employer for Cause. If the Employer
terminates this Agreement for cause, the Executive will be entitled to receive
his Salary only through the date such termination is effective, but will not be
entitled to any Incentive Compensation for the Fiscal Year during which such
termination occurs or any subsequent Fiscal Year.
(C) Termination upon Disability. If this Agreement is terminated
by either party as a result of the Executive's disability, as determined under
Section 6.2, the Employer will pay the Executive his Salary through the
remainder of the calendar month during which such termination is effective and
for the lesser of (i) the remainder, if any, of the Employment Period, or (ii)
the period until disability insurance benefits commence under the disability
insurance coverage furnished by the Employer to the Executive. However, the
Executive will not be entitled to any Incentive Compensation for any period
subsequent to the date on which termination is effective, provided, however,
that Incentive Compensation pursuant to Sections 3.2(A) and (B) shall be
payable if, as of the date of termination,
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there is then pending between the Bankruptcy Court a Plan of Reorganization
which is thereafter confirmed by such Court.
(D) Termination upon Death. If this Agreement is terminated because of
the Executive's death, the Executive will be entitled to receive his Salary
through the end of the calendar month in which his death occurs. However, the
Executive will not be entitled to any Incentive Compensation for any period
subsequent to the date on which termination is effective, provided, however,
that Incentive Compensation pursuant to Sections 3.2(A) and (B) shall be
payable if, as of the date of termination, there is then pending before the
Bankruptcy Court a Plan of Reorganization which is thereafter confirmed by such
Court.
(E) Benefits. The Executive's accrual of, or participation in plans
providing for, the Benefits will cease at the effective date of the termination
of this Agreement, and the Executive will be entitled to accrued Benefits
pursuant to such plans only as provided in such plans. The Executive will not
receive, as part of his termination pay pursuant to this Section 6, any payment
or other compensation for any vacation, holiday, sick leave, or other leave
unused on the date the notice of termination is given under this Agreement.
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7. NON-DISCLOSURE COVENANT
7.1 ACKNOWLEDGEMENTS BY THE EXECUTIVE
The Executive acknowledges that (a) during the Employment Period and as a part
of his employment, the Executive will be afforded access to Confidential
Information; (b) public disclosure of such Confidential Information could have
an adverse effect on the Employer and its business; (c) the Employer has
required that the Executive make the covenants in this Section 7 as a condition
to its employment of the Executive, and (d) the provisions of this Section 7
are reasonable and necessary to prevent the improper use or disclosure of
Confidential Information.
7.2 AGREEMENTS OF THE EXECUTIVE
In consideration of the compensation and benefits to be paid or provided to the
Executive by the Employer under this Agreement, the Executive covenants as
follows:
(A) Confidentiality.
(i) During and following the Employment Period, the Executive
will hold in confidence the Confidential Information and will not disclose it
to any person except with the specific prior written consent of the Employer or
except as otherwise expressly permitted by the terms of this Agreement.
(ii) Any trade secrets of the Employer will be entitled to all
of the protections and benefits under applicable state or federal trade secret
law and any other applicable law. If any information that the Employer deems to
be a trade secret is found by a court of competent jurisdiction not to be a
trade secret for purposes of this Agreement, such information will,
nevertheless, be
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considered Confidential Information for purposes of this Agreement. The
Executive hereby waives any requirement that the Employer submit proof of the
economic value of any trade secret or post a bond or other security.
(iii) None of the foregoing obligations and restrictions applies to any
part of the Confidential Information that the Executive demonstrates was or
became generally available to the public other than as a result of a disclosure
by the Executive.
(iv) The Executive will not remove from the Employer's premises (except
to the extent such removal is for purposes of the performance of the
Executive's duties at home or while traveling, or except as otherwise
specifically authorized by the Employer) any document, record, notebook, plan,
model, component, device, or computer software or code, whether embodied in a
disk or in any other form (collectively, the "Proprietary Items"). The
Executive recognizes that, as between the Employer and the Executive, all of
the Proprietary Items, whether or not developed by the Executive, are the
exclusive property of the Employer. Upon termination of this Agreement by
either party, or upon the request of the Employer during the Employment Period,
the Executive will return to the Employer all of the Proprietary Items in the
Executive's possession or subject to the Executive's control, and the Executive
shall not retain any copies, abstracts, sketches, or other physical embodiment
of any of the Proprietary Items.
7.3 DISPUTES OR CONTROVERSIES
The Executive recognizes that should a dispute or controversy arising from or
relating to this Agreement be submitted for adjudication to any court,
arbitration panel, or other third party, the preservation of the secrecy of
Confidential Information may be jeopardized. All pleadings, documents,
testimony, and records relating to any such adjudication will be maintained in
secrecy and will be available for inspection by the Employer, the Executive,
and their respective attorneys and experts, who will agree, in advance and in
writing to receive and maintain all such information in secrecy, except as may
be limited by them in writing.
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8. NON-COMPETITION AND NON-INTERFERENCE
8.1 ACKNOWLEDGMENTS BY THE EXECUTIVE
The Executive acknowledges that: (a) the services to be performed by him under
this Agreement are of a special, unique, unusual, extraordinary, and
intellectual character; (b) the Employer's business is national in scope and
its products are marketed throughout the United States; (c) the Employer
competes with other businesses that are or could be located in any part of the
United States; (d) the Employer has required that the Executive make the
covenants set forth in this Section 8 as a condition to the Employer's
agreement to provide the Executive with the trade secrets and other
Confidential Information related to such employment, and (e) the provisions of
this Section 8 are reasonable and necessary to protect the Employer's business.
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8.2 COVENANTS OF THE EXECUTIVE
The parties hereto agree that the covenants, agreements and restrictions
(hereinafter "this covenant") contained herein are necessary to protect the
business goodwill, business interests and proprietary rights of the Employer
and that the parties hereto have independently discussed, reviewed and had the
opportunity of legal counsel to consider this agreement and now hereby agree
and stipulate the following:
(a) This covenant is an integral part of an enforceable employment
agreement and the covenants contained herein were made at the time this
agreement was consummated by the parties hereto.
(b) This covenant is fair and reasonable in its:
1. geographical area;
2. length of time; and
3. scope of activity being restrained.
In consideration of the acknowledgments by the Executive, and in consideration
of the compensation and benefits to be paid or provided to the Executive by the
Employer, the Executive covenants that he will not, directly or indirectly:
(a) during the Employment Period, except in the course of his
employment hereunder or as provided in Exhibit A to this Agreement, engage or
invest in, own, manage, operate, finance, control, or participate in the
ownership, management, operation, financing, or control of, be employed by,
associated with, or in any manner connected with, lend the Executive's name or
any similar name to, lend Executive's credit to or render services or advice
to, any business whose products or activities compete in whole or in part with
the products or activities of the Employer anywhere within the United States;
provided, however, that the Executive may purchase or otherwise acquire up to
(but not more than) 4.9% of any class of securities of any enterprise (but
without otherwise participating in the activities of such enterprise) if such
securities are listed on any national or regional securities exchange or have
been registered under Section 12(g) of the Securities Exchange Act of 1934;
(b) whether for the Executive's own account or for the account of any
other person, at any time during the Employment Period solicit business of the
same or similar type being carried on by the Employer, from any person known by
the Executive to be a customer of the Employer, whether or not the Executive
had personal contact with such person during and by reason of the Executive's
employment with the Employer; or
(c) at any time during or after the Employment Period, disparage the
Employer or any of its shareholders, directors, officers, employees, or agents.
The parties hereby agree and acknowledge that the Employer has spent
considerable sums of money and time in developing good customer contact and
rapport and that the client list or customer list developed by the Employer is
worth a considerable amount of money and therefore is a benefit which the
Employer seeks to protect. Such protection is hereby agreed and acknowledged by
both parties as being reasonable consideration for establishing this
restrictive covenant.
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If any covenant in this Section 8.2 is held to be unreasonable,
arbitrary, or against public policy, such covenant will be considered to be
divisible with respect to scope, time, and geographic area, and such lesser
scope, time, or geographic area, or all of them, as a court of competent
jurisdiction may determine to be reasonable, not arbitrary, and not against
public policy, will be effective, binding, and enforceable against the
Executive.
The period of time applicable to any covenant in this Section 8.2 will
be extended by the duration of any violation by the Executive of such covenant.
The Executive will, while the covenant under this Section 8.2 is in
effect, give notice to the Employer, within ten days after accepting any other
employment, of the identity of the Executive's employer. The Employer may
notify any such subsequent employer that the Executive is bound by this
Agreement and, at the Employer's election, furnish such employer with a copy of
this Agreement or relevant portions thereof.
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9. GENERAL PROVISIONS
9.1 INJUNCTIVE RELIEF AND ADDITIONAL REMEDY
The Executive acknowledges that the injury that would be suffered by the
Employer as a result of breach of the provisions of this Agreement (including
any provision of Sections 7 and 8) would be irreparable and that an award of
monetary damages to the Employer for such a breach would be an inadequate
remedy. Consequently, the employer will have the right, in addition to any
other rights it may have, to obtain injunctive relief to restrain any breach or
threatened breach or otherwise to specifically enforce any provision of this
Agreement, and the Employer will not be obligated to post bond or other
security in seeking such relief. Without limiting the Employer's rights under
this Section 9 or any other remedies of the Employer, if the Executive breaches
any of the provisions of Section 7 or 8, the Employer will have the right to
cease making any payments otherwise due to the Executive under this Agreement.
9.2 COVENANTS OF SECTIONS 7 AND 8 ARE ESSENTIAL AND INDEPENDENT COVENANTS
The covenants by the Executive in Sections 7 and 8 are essential elements of
this Agreement, and without the Executive's agreement to comply with such
covenants, the Employer would not have entered into this Agreement or employed
or continued the employment of the Executive. The Employer and the Executive
have independently consulted their respective counsel and have been advised in
all respects concerning the reasonableness and proprietary of such covenants,
with specific regard to the nature of the business conducted by the Employer.
The Executive's covenants in Sections 7 and 8 are independent covenants
and the existence of any claim by the Executive against the Employer under this
Agreement or otherwise will not excuse the Executive's breach of any covenant
in Section 7 or 8.
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If the Executive's employment hereunder expires or is terminated, this
Agreement will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of the Executive in Sections 7 and 8.
9.3 OFFSET
The Employer will be entitled to offset against any and all amounts owing to
the Executive under this Agreement the amount of any and all valid claims that
the Employer may have against the Executive under the Noncompetition Agreement.
9.4 REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE
The Executive represents and warrants to the Employer that the execution and
delivery by the Executive of this Agreement do not, and the performance by the
Executive of the Executive's obligations hereunder will not, with or without
the giving of notice or the passage of time, or both: (a) violate any judgment,
writ, injunction, or order of any court, arbitrator, or governmental agency
applicable to the Executive, or (b) conflict with, result in the breach of any
provisions of or the termination of, or constitute a default under, any
agreement to which the Executive is a party or by which the Executive is or may
be bound.
9.5 OBLIGATIONS CONTINGENT ON PERFORMANCE
The obligations of the Employer hereunder, including its obligation to pay the
compensation provided for herein, are contingent upon the Executive's
performance of the Executive's obligations hereunder.
9.6 WAIVER
The rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by either party in exercising
any right, power, or privilege under this Agreement will operate as a waiver of
such right, power, or privilege, and no single or partial exercise of any such
right, power, or privilege will preclude any other or further exercise of such
right, power, or privilege or the exercise of any other right, power or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Agreement can be discharged by one party, in whole or
in part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (b) no waiver that may be given by a party will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on one party will be deemed to be a waiver of any
obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement.
9.7 BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED
This Agreement shall inure to the benefit of, and shall be binding upon, the
parties hereto and their respective successors, assigns, heirs, and legal
representatives, including any entity with which the Employer may merge or
consolidate or to which all or substantially all of its assets may be
transferred. The duties and covenants of the Executive under this Agreement,
being personal, may not be delegated.
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9.8 NOTICES
All notices, consents, waivers, and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by facsimile
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):
If to Employer: Grant Geophysical, Inc.
00000 Xxxx Xxx
Xxxxxxx, Xxxxx 00000
Attention: J. Xxxxx Xxxxxxx
Facsimile No.: (000) 000-0000
With a copy to: C. Xxxxxx Xxxxx
Scott, Douglass, Luton & XxXxxxxxx, L.L.P.
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
If to the Executive: Xxxxx X. Xxxxx, Xx.
000 Xxxxxxxxxx
Xxxxxxx, Xxxxx 00000
Phone/Facsimile No.: (000) 000-0000
9.9 ENTIRE AGREEMENT; AMENDMENTS
This Agreement contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, between the parties hereto with respect to the
subject matter hereof. This Agreement may not be amended orally, but only by an
agreement in writing signed by the parties hereto.
9.10 GOVERNING LAW
This Agreement will be governed by the laws of the State of Texas without
regard to conflicts of laws principles.
9.11 JURISDICTION
Any action or proceeding seeking to enforce any provision of, or based on any
right arising out of, this Agreement may be brought against either of the
parties in the courts of the State of Texas, County of Xxxxxx, or, if it has or
can acquire jurisdiction, in the United States District Court for the Southern
District of Texas, and each of the parties consents to the jurisdiction of such
courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to
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venue laid therein. Process in any action or proceeding referred to in the
preceding sentence may be served on either party anywhere in the world.
9.12 SECTION HEADINGS, CONSTRUCTION
The headings of Sections in this Agreement are provided for convenience only
and will not affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or Sections of this
Agreement unless otherwise specified. All words used in this Agreement will be
construed to be of such gender or number as the circumstances require. Unless
otherwise expressly provided, the word "including" does not limit the preceding
words or terms.
9.13 SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.
9.14 COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.
9.15 WAIVER OF JURY TRIAL
THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION WITH RESPECT TO
THIS AGREEMENT.
9.16 APPROVAL OF BANKRUPTCY COURT
This Agreement is subject to the approval of the Bankruptcy Court. The parties
agree to use their best efforts to serve secure such approval as soon as
practicable.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.
EMPLOYER: EXECUTIVE:
By: /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
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EXHIBIT A TO EMPLOYMENT AGREEMENT
1. Employment Agreement, as amended by and between Digicon Inc. (now known
as Veritas DGC, Inc.) and Xxxxx X. Xxxxx, Xx. Under the terms of such
employment contract, Xxxxx is no longer required and does not expect
to provide services to Veritas DGC, Inc., is not subject to any
non-compete restrictions, but is entitled to certain continuing
compensation and other benefits and incentives.
2. Periodic consulting to CogniSeis Development, Inc. with respect to the
installation and setup of a management information/accounting system
project. Any such consulting would be for less than five hours per week
and would be performed at times which do not interfere with Xx. Xxxxx'x
duties to Employer under the Employment Agreement. CogniSeis
Development does not compete with the Employer.
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