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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 1st day of
August, 1997 between OYO GEOSPACE CORPORATION, a Delaware corporation having
its principal operating offices at 0000 X. Xxxxxxx, Xxxxxxx, Xxxxx 00000 (the
"Company"), and Xxxxxxx X. Sheen ("Employee"), having a mailing address at
00000 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxx 00000;
W I T N E S S E T H:
WHEREAS, the Company considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing the best
interest of the Company and its stockholders; and
WHEREAS, in order to induce Employee to remain in the employ of the
Company under the terms as set forth herein, the Company is willing to agree to
provide certain severance benefits to Employee in the event Employee's
employment is terminated under the circumstances described below;
NOW, THEREFORE, in consideration of the mutual premises and conditions
contained herein, the parties hereto agree as follows:
1. TERM
1.1 Contract Term. This Agreement shall commence on the date
hereof and shall continue until December 31, 1998; provided, however,
that commencing January 1, 1999, and each January 1 thereafter the term
of this Agreement shall automatically be extended for an additional two
years unless no fewer than thirty (30) days prior to such January 1 date,
the Company shall have given notice that it does not wish to extend this
Agreement.
1.2 Consideration by Employee. In consideration of the Company's
entering into this Agreement, Employee hereby agrees that, for the period
commencing on the date hereof and extending through December 31, 1998,
Employee will not voluntarily terminate employment with the Company,
except in the event of a substantial change in Employee's position,
duties, compensation or benefits which would be deemed "Good Reason" for
Employee to terminate his employment in accordance with Section 2.3,
without the Company's consenting
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to such termination. As further consideration, Employee hereby agrees to
the Restrictions set forth in Section 4 hereof.
2. TERMINATION OF EMPLOYMENT
Employee shall be entitled to the benefits provided in section 3
hereof upon the termination of his employment, unless such termination is
(a) because of his death, "Disability" or "Retirement" (as defined in
Section 2.1 below), (b) by the Company for "Cause" (as defined in Section
2.2 below), or (c) by Employee other than for "Good Reason" (as defined
in Section 2.3 hereof).
2.1 Disability, Retirement.
2.1.1 If, as a result of Employee's incapacity due to
physical or mental illness, Employee shall have been absent from
his duties with the Company on a full-time basis for 120
consecutive business days, and within thirty (30) days after
written notice of termination is given Employee shall not have
returned to the full-time performance of his duties, the Company
may terminate his employment for "Disability."
2.1.2 Termination by the Company or Employee of his
employment based on "Retirement" shall mean termination because
Employee has retired after reaching age 65.
2.2 Cause. The Company may terminate Employee's employment for
"Cause." For the purposes of this Agreement, the Company shall have
"cause" to terminate Employee's employment hereunder upon (A) the willful
and continued failure by Employee to perform his duties with the Company
(other than any such failure resulting from incapacity due to physical or
mental illness), after a demand for substantial performance is delivered
to Employee by the Board of Directors of the Company (the "Board") which
specifically identifies the manner in which the Board believes that he
has not substantially performed his duties, or (B) the willful engaging
by Employee in gross misconduct materially and demonstrably injurious to
the Company. For purposes of this paragraph, no act, or failure to act,
on Employee's part shall be considered "willful" unless done, or omitted
to be done, by him not in good faith and without reasonable belief that
his action or omission was not in the best interest of the Company.
Notwithstanding the foregoing, Employee shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to
him a
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copy of a resolution duly adopted by the affirmative vote of not less
than two-thirds (2/3) of the entire authorized membership of the Board at
a meeting of the Board called and held for the purpose (after reasonable
notice and an opportunity for Employee, together with counsel, to be
heard before the Board), finding that in the good faith opinion of the
Board he was guilty of conduct set forth above in clauses (A) or (B) of
the second sentence of this paragraph and specifying the particulars
thereof in detail.
2.3 Good Reason. Employee may terminate his employment for Good
Reason. For purposes of this Agreement, "Good Reason" shall mean:
2.3.1 Without his express written consent, the assignment
to Employee of any duties inconsistent with his positions, duties,
responsibilities and status with the Company, or a change in his
reporting responsibilities, titles or offices, or any removal of
Employee from or failure to re-elect Employee to any of such
positions, except in connection with the termination of his
employment for cause, Disability or Retirement or as a result of
his death or by Employee other than for Good Reason;
2.3.2 A reduction by the Company in Employee's base salary
as in effect on the date hereof or as the same may be increased
from time to time;
2.3.3 The Company's requiring Employee to be based anywhere
other than the Company's office at which he was based except for
required travel on the Company's business to an extent
substantially consistent with the business travel obligations of a
company engaged in the Company's businesses, as they may from time
to time be engaged in, and consistent with the Company's current
circumstance as an indirect wholly-owned subsidiary of a Japanese
company based in Tokyo, Japan, or, in the event Employee consents
to any relocation, the failure by the Company to pay (or reimburse
Employee) for all reasonable moving expenses incurred by him
relating to a change of his principal residence in connection with
such relocation and to indemnify Employee against any loss
(defined as the difference between the actual net sale price of
such residence after commissions and other closing costs and the
higher of (a) his aggregate investment in such residence or (b)
the fair market value of such residence as determined by a real
estate appraiser designated by Employee and reasonably
satisfactory to the Company) realized on the sale of Employee's
principal residence in connection with any such change of
residence;
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2.3.4 The failure by the Company to continue in effect any
benefit or compensation plan (including but not limited to any
stock option plan, 401(k) plan, life insurance plan, health and
accident plan or disability plan) in which Employee is
participating (or plans providing substantially similar benefits)
unless there is put in place by the Company a substitute plan
therefor which is designed to provide similar economic benefits to
Employee, the taking of any action by the Company which would
adversely affect Employee's participation in or materially reduce
his benefits under any of such plans or deprive him of any
material fringe benefit enjoyed by him unless the Employee is
given the opportunity to participate in a plan that provides a
similar economic benefit or is given an economically equivalent
fringe benefit, or the failure by the Company to provide Employee
with the number of paid vacation days to which he is then entitled
on the basis of years of service with the Company in accordance
with the Company's normal vacation policy in effect on the date
hereof;
2.3.5 Any failure of the Company to obtain the assumption
of, or the agreement to perform, this Agreement by any successor
as contemplated in Section 5 hereof; or
2.3.6 Any purported termination of Employee's employment
which is not affected pursuant to a Notice of Termination
satisfying the requirements of Section 2.4 below (and, if
applicable, Section 2.2 above).
2.4 Notice of Termination. Any termination by the Company
pursuant to Sections 2.1 and 2.2 above or by Employee pursuant to
Sections 2.1.2 and 2.3 above shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and shall
set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Employee's employment under the
provision so indicated. In the event that Employee seeks to terminate
his employment with the Company pursuant to Section 2.3 above, he must
communicate his written Notice of Termination to the Company within sixty
(60) days of being notified of such action or actions by the Company
which constitute Good Reason for termination.
2.5 Date of Termination. "Date of Termination" shall mean (i) if
this Agreement is terminated for Disability, thirty (30) days after
Notice of Termination is given (provided that Employee shall not have
returned to the
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performance of his duties on a full-time basis during such thirty (30)
day period); and (ii) if Employee's employment is terminated for any
other reason, the date on which a Notice of Termination is given.
3. COMPENSATION UPON TERMINATION OR DURING DISABILITY.
3.1 Disability. During any period that Employee fails to perform
his duties hereunder as a result of incapacity due to physical or mental
illness, he shall continue to receive his full base salary at the rate
then in effect and any installments of deferred portions of awards under
any incentive, bonus, or other compensation plan paid during such period
until this Agreement is terminated pursuant to Section 2 hereof.
Thereafter, Employee's benefits shall be determined in accordance with
the Company's long term disability income insurance plan, or a substitute
plan then in effect.
3.2 Termination for Cause. If Employee's employment shall be
terminated for Cause, the Company shall pay Employee his full base salary
through the Date of Termination at the rate in effect at the time Notice
of Termination is given and the Company shall have no further obligations
to Employee under this Agreement.
3.3 Termination Without Cause. If the Company shall terminate
Employee's employment other than pursuant to Sections 2.1 or 2.2 hereof
or if Employee shall terminate his employment for Good Reason, then the
Company shall pay to Employee as severance pay in a lump sum not later
than the tenth (10th) day following the Date of Termination, the
following amounts:
3.3.1 Employee's full base salary through the Date of
Termination at the rate in effect at the time the Notice of
Termination is given;
3.3.2 In lieu of any further salary payments to Employee
for periods subsequent to the Date of Termination, an amount equal
to the product of (a) Employee's annual base salary at the rate in
effect as of the Date of Termination plus the amount of the
management incentive bonus to which Employee would have been
entitled for the fiscal year in which the Notice of Termination is
given, pro rated for his period of service, or if higher the
amount of the management incentive bonus paid to Employee in
respect of the previous fiscal year, multiplied by (b) two (2);
3.3.3 The Company shall also pay (i) all relocation and
indemnity payments as set forth in Section 2.3.3 hereof, and (ii)
all legal fees and
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expenses incurred by Employee as a result of such termination
(including all such fees and expenses, if any, incurred in
contesting or disputing any such termination or in seeking to
obtain or enforce any right or benefit provided by this Agreement
plus pre-judgment and post-judgment interest at the prime rate of
interest in effect at the Date of Termination as announced by
Texas Commerce Bank of Houston (the "Prime Rate"); provided,
however, that Employee shall not be entitled to the payments
provided for in clause (ii) if Employee shall have given Notice of
Termination for Good Reason, but it shall finally be determined,
pursuant to Section 11 hereof, that Good Reason did not exist.
3.3.4 In the event the Employee is subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the "Code"), an amount equal to the product of (a) 25%
multiplied by (b) the amount of any "excess parachute payment"
received or receivable by the Employee under this Agreement, under
any stock option agreement, or under any other agreement,
arrangement, or plan in which the Employee participates; for
purposes of this Agreement, "excess parachute payment" has the
meaning given to such term by Section 280G(b) of the Code.
3.4 Benefit Plans. Unless Employee is terminated for Cause, the
Company shall maintain in full force and effect for the continued benefit
of Employee, for a two-year period after the Date of Termination, all
employee benefit plans and programs or arrangements in which Employee was
entitled to participate immediately prior to the Date of Termination
provided that his continued participation is possible under the general
terms and provisions of such plans and programs. In the event that
Employee's participation in any such plan or program is barred, the
Company shall arrange to provide Employee with benefits substantially
similar to those which he is entitled to receive under such plans and
programs.
3.5 Mitigation of Amounts Payable Hereunder. Employee shall not
be required to mitigate the amount of any payment provided for in this
Section 3 by seeking other employment or otherwise, nor shall the amount
of any payment provided for in this Section 3 be reduced by any
compensation earned by Employee as the result of employment by another
employer after the Date of Termination, or otherwise.
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3.6 Late Payments. In the event any amount to be paid to
Employee hereunder is not paid by the date specified herein, such amount
shall bear interest at the Prime Rate.
3.7 Determination of Base Salary. In the event Employee
terminates this Agreement pursuant to Section 2.3.2 hereof, Employee's
base salary for purposes of determining benefits pursuant to this Section
3 shall be Employee's base salary in effect prior to its reduction by the
Company.
4. OWNERSHIP OF INTELLECTUAL PROPERTY - CONFIDENTIALITY
4.1 Definitions. As used in this Section 4, the following words
or phrases shall have the following definitions:
4.1.1 The term "Business Entity" shall mean any
corporation, partnership, joint venture, proprietorship, or other
incorporated or unincorporated organization, association or
entity, including any division or business operated by any of the
foregoing under a trade or assumed name.
4.1.2 The term "Subsidiaries" shall mean and include any
Business Entities in which the Company owns an interest, directly
or indirectly.
4.1.3 The term "Company" shall mean and include OYO
GEOSPACE CORPORATION, its successors and assigns, its
subsidiaries, its parent companies, and any of the foregoing
operating under a trade or assumed name.
4.1.4 The term "Employee of the Company" shall mean any
person employed by the Company in any capacity at any time during
the term of this Agreement, or any renewal or extension thereof.
4.1.5 The term "Customer" shall mean any person, or
Business Entity which has, in the past or at any time during the
term of this Agreement or any renewal or extension hereof,
contracted, including by purchase order, with the Company for the
development, manufacture, lease, repair, sale or purchase of any
Product or the license from the Company of any Intellectual
Property.
4.1.6 The term "Product" shall mean a Seismic Data
Acquisition System and/or any other equipment, machine, service,
product, instrument or system researched, developed, conceived,
manufactured, assembled, sold or distributed by the Company at any
time.
4.1.7 The term "Seismic Data Acquisition System(s)" shall
mean and include (i) all systems, machines, instruments and
equipment capable of (a) acquiring a multiplicity of input, (b)
formatting a multiplicity of input analog data, and (c) filtering,
digitizing and storing input data on
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suitable storage devices, (ii) peripheral processors, such as
field correlators, summing processors and other support equipment
manufactured, leased, repaired or sold by the Company, and (iii)
support equipment developed by the Company before the date of the
termination of this Agreement.
4.1.8 The term "Intellectual Property" shall mean all
methods, patents, formulae, inventions, designs, systems,
processes, trade secrets, copyrights, know-how, proprietary
information, rights, trademarks, and trade names relating to any
Product conceived, developed, completed or established by the
Company, or by Employee (whether solely or jointly with others)
during the term of this Agreement (including any renewal or
extension hereof) (i) at the Company's expense, (ii) at the
Company's request, (iii) using the Company's time, data,
facilities and/or materials, or (iv) based upon knowledge or
information obtained from the Company, and shall include all
modifications and improvements thereof made at any time.
4.2 Intellectual Property of the Company. Employee agrees:
4.2.1 That all Intellectual Property, and all notes,
drawings, software, prototypes or other objects, information or
writings relating thereto are the sole property of Company;
4.2.2 To communicate and explain to the Company, promptly
and fully, all Intellectual Property;
4.2.3 To execute and deliver to Company such assignments or
other documents as may be reasonably required to evidence or
confirm the ownership of all Intellectual Property by the Company;
4.2.4 To perform such acts and execute such documents as
may be reasonably required to allow the Company to prosecute an
application for patent or registration of copyright on any such
Intellectual Property, from the United States and from any other
government, and to cooperate fully with the company in the
prosecution of any such application or registration, which
obligation shall survive the termination of Employee's employment
with the Company.
4.2.5 All inventions or discoveries, if any, patented or
unpatented, which Employee has made prior to this employment by
the Company are described on Exhibit "A". All Intellectual
Property other than those items specifically described on Exhibit
"A" shall constitute the property of the Company.
4.3 Confidentiality.
4.3.1 Employee acknowledges that the Company's continued
operations and success in the development, manufacture, leasing,
repair, and sale of its Products is dependent upon (i) certain
processes, formulae,
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specifications, designs, systems, and confidential information of
the Company which are valuable, special and unique assets and (ii)
the Company's continuing relationship with, and knowledge about,
Customers and prospective Customers and the goodwill these
relationships create. Employee acknowledges that all of the
following information is confidential and a valuable, special, and
unique asset of the Company's business: (i) the names, addresses
and telephone numbers of Customers, their employees, and their
representatives, (ii) the nature of the business and operations of
any Customer, (iii) the amount, nature, volume, and other
information regarding any Products purchased, leased or otherwise
acquired by any Customer or required by any Customer; (iv) the
nature of the internal business operations of the Company; (v) the
methods, processes, formulae, specifications, designs, systems,
and know-how used, developed, or acquired by the Company for the
development, manufacture, and repair of any Product; (vi) the
Company's prices or charges to Customers for its Products; (vii)
the Intellectual Property developed or acquired by the Company and
(viii) information regarding the salaries, bonuses or other
compensation paid by the Company to its employees.
4.3.2 Employee acknowledges that all of the information
described in Section 4.3.1 is "Confidential Information," which
together with the Intellectual Property is the sole and exclusive
property of the Company. Employee acknowledges that all
Confidential Information and the Intellectual Property is revealed
to Employee in trust, based solely upon the confidential
relationship existing between the Company and the Employee.
Employee agrees: (i) that all writings or other records
concerning Confidential Information and the Intellectual Property
are the sole and exclusive property of the Company; (ii) that all
manuals, forms, and supplies furnished to or used by the Employees
and all data or information placed thereon by Employee or any
other person are the Company's sole and exclusive property, (iii)
that, upon termination of this Agreement howsoever such
termination is brought about, or upon request of the Company at
any time, Employee shall deliver to the Company all such writings,
records, forms, manuals, and supplies and all copies of such
writings; (iv) that the Employee will not make or retain any
copies of such writings for his own or personal use, or take the
originals or copies of any such writings from the offices of the
Company upon termination of this Agreement; and (v) that Employee
will not, either during or after the term of this Agreement,
publish, distribute or deliver any of such writings or records to
any other person or entity, or disclose to any person or entity
the contents of such records or writings or any of the
Confidential Information nor any information regarding the
Intellectual Property.
4.4 Reasonableness of Restrictions. Employee acknowledges that
the restrictions contained in Section 4.2 and 4.3 hereof (the
"Restrictions"), in view
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of the nature of the business in which the Company is engaged, are
reasonable and necessary in order to protect the legitimate interests of
the Company, and that any violation thereof would result in irreparable
injury to the Company, and Employee therefore further acknowledges that,
in the event Employee violates, or threatens to violate, any of such
Restrictions, the Company shall be entitled to obtain from any court of
competent jurisdiction, without the posting of any bond or other
security, preliminary and permanent injunctive relief as well as damages
and an equitable accounting of all earnings, profits and other benefits
arising from such violation, which rights shall be cumulative and in
addition to any other rights or remedies in law or equity to which the
Company or any affiliate or subsidiary of the Company may be entitled.
If Employee violates any of the Restrictions, the restricted period shall
not run in favor of Employee from the time of commencement of any such
violation until such time as such violation shall be cured by Employee to
the satisfaction of the Company.
4.5 Severability of Restrictions. If any Restriction, or any
part thereof, is determined in any judicial or administrative proceeding
to be invalid or unenforceable, the remainder of the Restrictions shall
not thereby be affected and shall be given full effect, without regard to
the invalid provisions. If the period of time or scope of activity in
the Restrictions should be adjudged unreasonable in any judicial or
administrative proceeding, then the court or administrative body shall
have the power to reduce the period of time or the scope covered and, in
its reduced form, such provision shall then be enforceable and shall be
enforced.
4.6 Intellectual Property of Others. Employee recognizes that
the Company has a long standing policy to not knowingly violate the valid
intellectual property rights, including patents, trade secrets and
copyrights, of other persons. In order to comply with such policy,
Employee covenants that he will comply with such policy and that his
willful breach of this covenant could constitute "Cause" within the
meaning of Section 2.2 hereof. Employee covenants, represents and
warrants in these regards as follows:
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4.6.1 Exhibit B hereto contains a true, complete and
accurate list of all inventions, copyrights and patents of
Employee relevant to the subject matter of the employment of
Employee by Oyo Geospace Corporation that have been made or
conceived or first reduced to practice by Employee alone or
jointly with others prior to the employment of Employee by the
Company. If disclosure of any such inventions on Exhibit B would
cause Employee to violate any prior confidentiality agreement,
Employee understands that such inventions are not to be listed on
Exhibit B but Oyo Geospace Corporation is to be informed that all
such inventions have not been listed for that reason.
4.6.2 Employee's performance of all of the duties and
obligations of employment at Oyo Geospace Corporation does not and
will not breach any agreement or duty to keep in confidence
confidential information acquired by Employee in confidence or in
trust prior to the employment of Employee by Oyo Geospace
Corporation. During Employee's work with the Company, Employee
will not improperly use or disclose any confidential information
or trade secrets of any former employer or any other person to
whom Employee has an obligation of confidentiality, and Employee
will not bring onto the premises of the Company any unpublished
documents or any property belonging to any former employer or any
other person to whom Employee has an obligation of confidentiality
unless consented to in writing by that former employer or person.
Employee will use in the performance of duties only information
which is generally known and used by persons with training and
experience comparable to Employee's, which is common knowledge in
the industry or otherwise legally in the public domain, or which
is or was developed by Employee free of any confidential
obligations to former employers or other persons.
4.6.3 Employee is not restricted from being employed by Oyo
Geospace Corporation or entering into this Agreement. Employee
has not entered into, and agrees not to enter into, any agreement
either written or oral in conflict herewith.
4.6.4 Employee represents and warrants that, other than as
set forth on Exhibit B hereto, Employee has not brought to the
Company and covenants that Employee will not bring to the Company
or use in the performance of Employee's responsibilities any
confidential information, materials or documents of any former
employers or other persons that are not generally available to the
public, unless Employee has obtained prior written authorization
from the former employers or other persons. Employee hereby
covenants that Employee shall not breach any obligation of
confidentiality or duty that Employee may have to former employers
or other persons.
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5. SUCCESSORS; BINDING AGREEMENT.
5.1 Successors of the Company. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets
of the Company, by agreement in form and substance satisfactory to
Employee, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. Failure of the Company
to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle Employee
to compensation from the Company in the same amount and on the same terms
as Employee would be entitled hereunder if Employee terminated his
employment for Good Reason, except that for purposes or implementing the
foregoing, the date on which any such succession becomes effective shall
be deemed the Date of Termination. As used in this Agreement, "Company"
shall mean the company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which executes and delivers the
agreement provided for in this Section 5 or which otherwise becomes bound
by all the terms and provisions of this Agreement by operation of law.
6. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by
United States registered or certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth on the
first page of this Agreement, provided that all notices to the Company
shall be directed to the attention of the Chairman of the Board of the
Company with a copy to the Secretary of the Company, except that notices
of change of address shall be effective only upon receipt.
7. MISCELLANEOUS. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by Employee and such officer as may be
specifically designated by the Board of Directors of the Company. No
waiver by either party hereto at
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any time of any breach by the other party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party
which are not set forth expressly in this Agreement.
8. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force and
effect.
9. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
10. GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of Texas.
11. ARBITRATION. Except as contemplated by Section 4.4 hereof, any
dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration in Houston, Texas (in
accordance with the rules of the American Arbitration Association then in
effect). Notwithstanding the pendency of any such dispute or
controversy, the Company will continue to pay Employee his full
compensation in effect when the notice giving rise to the dispute was
given and continue Employee as a participant in all compensation, benefit
and insurance plans in which he was participating when the notice giving
rise to the dispute was given, until the dispute is finally resolved.
Amounts paid under this paragraph are in addition to all other amounts
due under this Agreement and shall not be offset against or reduce any
other amounts due under this Agreement. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however,
that Employee shall be entitled to seek specific performance of his right
to be paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this
Agreement.
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12. CAPTIONS AND GENDER. The use of captions and Section headings
herein is for the purpose of convenience only and shall not affect the
interpretation or substance of any provision contained herein.
Similarly, the use of the masculine gender with respect to pronouns in
this Agreement is for the purpose of convenience and includes either sex
who may be a signatory.
13. PRIOR AGREEMENTS. This Agreement supersedes all prior agreements
entered into between the Company and Employee with regard to the subject
matter set forth herein; provided, however, that this Agreement shall not
supersede that letter agreement dated July 15, 1997, between the Company
and Employee, which shall continue in full force and effect as to the
matters covered thereby and for the period contemplated thereby.
IN WITNESS WHEREOF, the parties hereof have signed this Agreement
as of the 31st day of July 1997.
OYO GEOSPACE CORPORATION
By /s/ XXXXXX X. XXXX
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Name Xxxxxx X. Xxxx, Xx.
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Title President
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(EMPLOYEE)
/s/ XXXXXXX X. SHEEN
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