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EXHIBIT 10.1
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 Xxxx X. Xxxxx ("Employee"), having a mailing address at 0
Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx Xxxx, 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/ XXXX X. XXXXX
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