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EXHIBIT 10.16
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made as of
April 28, 1998, by and between Grant Geophysical, Inc., a Delaware corporation
(the "Company"), and Xxxxxx X. Xxxxxx (the "Consultant").
RECITALS
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A. At a meeting held on April 8th, 1998, the members of the Board of
Directors of the Company (the "Board") elected the Consultant to serve as
Chairman of the Board.
B. At a meeting held on April 28, 1998, the disinterested members of
the Board authorized the Company to enter into an agreement with the Consultant
for certain consulting services, to pay the Consultant compensation of One
Hundred Thousand and no/100 Dollars ($100,000.00) per year for such services and
to grant the Consultant a nonqualified stock option to purchase 50,000 shares of
the Company's common stock, par value $.001 per share ("the Option"), under the
Company's 1997 Equity and Performance Incentive Plan (the "Plan").
C. By unanimous written consent dated April 28, 1998, the holders of
the common and preferred stock of the Company approved the appointment of the
Consultant to serve as Chairman of the Board, approved this Agreement between
the Consultant and the Company, and approved the grant of the Option.
D. The Consultant has agreed to serve as Chairman of the Board, and in
addition to his duties and responsibilities as Chairman of the Board, to provide
consulting services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
AGREEMENTS
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1. TERM OF SERVICE. During the Term (as hereinafter defined), the
Consultant shall serve as Chairman of the Board, and in that position provide
such consulting services to the Company from time to time as may be agreed upon
by the Company and the Consultant. This Agreement shall remain in full force and
effect for a period (the "Term") beginning on the date hereof and ending on the
date that the Consultant ceases to be Chairman of the Board of the Company.
2. COMPENSATION. (a) During the Term, the Company shall pay the
Consultant an annual consulting fee equal to One Hundred Thousand and no/100
Dollars ($100,000.00) (the "Consulting Fee") in accordance with the terms of
Section 2(b) of this Agreement.
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(b) The Company shall pay one-twelfth (1/12) of the Consulting
Fee on a monthly basis in arrears by the 10th day following the end of each
calendar month beginning May 10, 1998.
(c) The Company shall grant to the Consultant the Option under
the Plan, in accordance with, and subject to, the terms and conditions of the
Plan.
(d) The Consultant's right to receive the Consulting Fee shall
terminate immediately at such time that the Consultant ceases to serve as
Chairman of the Board.
3. Miscellaneous.
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(a) ENTIRE AGREEMENT AND AMENDMENT. This Agreement embodies
the entire understanding of the Consultant and the Company, and there are no
other agreements or understandings, written or oral, in effect between the
Consultant and the Company, relating to the subject matter hereof, except the
stock option agreement, relating to the Option referred to in Section 2(c)
herein. This Agreement may be amended or modified only by an instrument signed
by the Consultant and the Company.
(b) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware without
regard to the conflicts of law principles thereof.
(c) WAIVERS. Any waiver by either the Consultant or the
Company of any violation of, breach of or default under any provision of this
Agreement by the other party hereto shall not be construed as, or constitute, a
continuing waiver of such provision, or waiver of any other violation of, breach
of or default under any other provision of this Agreement.
(d) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
(e) ASSIGNMENT. The rights and obligations of the Consultant
and the Company hereunder shall not be assigned; PROVIDED, HOWEVER, that the
Company shall be permitted to assign its rights and obligations to an affiliate
of the Company without the consent of the Consultant.
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IN WITNESS WHEREOF, each of the Consultant and the Company has
duly executed and delivered this Agreement as of the date first written above.
GRANT GEOPHYSICAL, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
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Name: Xxxxx X. Xxxxx, Xx.
Title: President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
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