EXHIBIT 10(c)
TERMINATION AND INCENTIVE AGREEMENT
This Termination and Incentive Agreement dated as of the 14th day of May, 1997
(this "Agreement") is made and entered into by and between CogniSeis
Development, Inc., a Delaware corporation ("CSD"), GeoScience Corporation, a
Nevada corporation ("GeoScience"), and Xxxxxxx X. Xxxxxx (the "Employee").
WITNESSETH:
WHEREAS, the Employee is currently an employee of CSD; and
WHEREAS, the CSD desires to encourage the Employee to continue in the employ of
CSD for the benefit of the CSD; and
WHEREAS, the parties desire to execute this Agreement to set forth the criteria
for Employee's termination benefits following a "change in control" of CSD, as
hereinafter defined, and to offer an incentive to the Employee to achieve the
highest possible selling price for CSD;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and mutual covenants, conditions and agreements set forth
herein, the parties hereby agree as follows:
1. TERM: The term of this Agreement shall commence on the date first written
above and shall continue until December 31, 1997. Termination of the
Agreement after a change in control shall not alter or impair the rights
of Employee arising hereunder prior to such termination.
2. CHANGE IN CONTROL: For purposes of this Agreement, a change in control
("Change in Control") shall be deemed to have occurred upon, and shall
mean: (a) the acquisition by any individual, entity or group of greater
than fifty percent (50%) of the voting Common Stock of CSD, or (b) the
sale of all or substantially all of the assets of CSD, in both such cases
evidenced by a fully-executed asset or stock purchase agreement.
3. TERMINATION FOLLOWING CHANGE IN CONTROL: If a Change in Control of CSD
occurs while the Employee is employed by CSD, Employee shall be entitled
to the entire benefits provided in Section 4 hereof if during the
Termination Period (as hereinafter defined) Employee's employment is
terminated by CSD, unless such termination is (a) by CSD for Cause, in
which case CSD shall pay Employee's earned but unpaid base salary through
the date of termination, (b) due to Employee's death, or (c) by Employee
voluntarily. For purposes of this Agreement, "Termination Period" shall
mean the period of time beginning with the Change in Control and ending on
the date nine (9) months after the Change in Control. For purposes of this
Agreement, termination "for Cause" shall be termination resulting from (a)
the continuing and material failure by the Employee to fulfill Employee's
obligations with CSD or willful misconduct or gross neglect in the
performance of such duties, in either such instance so as to cause
material harm to CSD,
all of such facts to be determined in good faith by the Board of Directors
of CSD, or (b) the Employee's committing fraud, misappropriation or
embezzlement in the performance of Employee's duties as an employee of
CSD.
4. TERMINATION BENEFITS:
A. If during the Termination Period, CSD shall terminate Employee other
than for Cause, then:
1. Beginning with the first regular pay period following the date
on which a notice of termination is given and continuing for
each pay period (or part thereof) through the end of the
Termination Period, CSD shall pay to Employee a severance
payment equal to the amount of the current rate of salary paid
for the pay period immediately prior to the Change of Control,
but in no event shall the total amount of severance payments
made pursuant to this provision be less than six months of
Employee's current rate of salary for the pay period
immediately prior to the Change of Control.
2. CSD shall maintain in full force and effect for the continued
benefit of Employee and Employee's dependents for the duration
of the Termination Period all health and dental benefits
available to Employee and Employee's dependents by virtue of
being an employee of CSD, provided that Employee's continued
participation is possible under the general terms and
provisions of such plans and programs, and provided further
that Employee pays the regular active employee contribution,
if any, required by such programs. In the event that
participation by Employee in any such plan or program after
the date of Employee's termination is barred pursuant to the
terms thereof, CSD shall obtain comparable coverage for
Employee. In the event Employee becomes covered by another
employer's group plan or programs during the Termination
Period, CSD's plans or programs shall be liable for benefits
only to the extent such benefits are not covered by the
subsequent employer's plans or programs. After the Termination
Period, Employee also shall be entitled to elect COBRA
continuation coverage, to the extent Employee is eligible
under the provisions thereof.
B. The Employee agrees that any severance paid by CSD pursuant to
Provision 4 (A) is the sole severance due and sole remedy available
to the Employee for termination of the Employee's employment with
CSD and that Provision 4 (A) replaces Provision 2 "Involuntary
Termination" under the section entitled "Employment Status" of that
certain Offer of
Assignment between Employee and CSD dated April 26, 1996 (the
"Offer", a copy of which is attached and incorporated by reference
herein as Exhibit "A"), except as to the payment of relocation costs
which provision shall remain in full force and effect. All other
terms and conditions of the Offer not inconsistent with this
Agreement shall remain in full force and effect.
5. Upon a Change in Control during the term of this Agreement, and except in
the case when Employee voluntarily terminates Employee's employment prior
to the Change in Control or Employee's employment is terminated for Cause,
GeoScience agrees to pay the Employee or Employee's estate a bonus payment
equal to 0.5% of that portion of the Purchase Price (as hereinafter
defined) that exceeds Fifteen Million and No/100 dollars ($15,000,000).
For purposes of this Agreement, "Purchase Price" shall mean the dollar
value of the total consideration received by GeoScience or CSD pursuant to
the applicable stock purchase or asset sales agreement.
6. If a Change in Control occurs and Employee is assigned any duties
materially inconsistent with Employee's positions, duties,
responsibilities and status with CSD immediately prior to such Change in
Control or Employee is asked to relocate to a location outside of the
county where Employee worked prior to such Change of Control, then
Employee may refuse any such duties or relocation; any termination of
Employee as a result of Employee's refusal of any such duties or
relocation shall entitle Employee to the severance benefits outlined in
Provision 4 (A) above.
7. ASSIGNMENT: Employee shall not assign, transfer, pledge or hypothecate
this Agreement and the rights, interests and benefits hereunder.
8. VALIDITY: This Agreement shall be interpreted, construed and enforced in
accordance with the laws of the State of Texas without regard to the
principle of conflicts of laws. The invalidity or unenforceability of any
provision shall not affect the validity or enforceability of any other
provision of this Agreement, each of which shall remain in full force and
effect.
9. ARBITRATION: Any dispute or controversy arising out of or in connection
with this Agreement as to the existence, construction, validity,
interpretation or meaning, performance, nonperformance, enforcement,
operation, breach, continuance or termination thereof shall be finally
determined and settled pursuant to binding arbitration in Houston, Texas,
in accordance with the Rules of the American Arbitration Association. The
arbitration award shall be final and conclusive and shall receive
recognition, and judgment upon such award may be entered and enforced in
any court of competent jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
COGNISEIS DEVELOPMENT, INC. GEOSCIENCE CORPORATION
(As to Provision 5)
By: /S/ XXXXXXX X. XXXXX By: /S/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Chairman Title: President
EMPLOYEE
/S/ ILLEGIBLE
--------------------------
