NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
IN WHOLE OR IN PART IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO COUNSEL OF SEITEL, INC., THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
OR THE RULES AND REGULATIONS THEREUNDER IS AVAILABLE WITH RESPECT TO THE
PROPOSED SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION.
SEITEL, INC.
COMMON STOCK PURCHASE
WARRANT CERTIFICATE
TO PURCHASE 81,103
SHARES OF COMMON STOCK
VOID AFTER 5:00 P.M., HOUSTON, TEXAS
LOCAL TIME ON 4/23/08
Certificate No. EMPW-001
This Warrant Certificate certifies that Xxxxxxx Xxxxxxx is the registered
holder ("Holder") of 81,103 Common Stock Purchase Warrants (the "Warrants") to
purchase shares of the $.01 par value common stock, ("Common Stock") of SEITEL,
INC., a Delaware corporation (the "Company"). Subject to Section 15 hereof, each
Warrant enables the Holder to purchase from the Company at any time, on and
after 4/23/98 and until 5:00 p.m., Houston, Texas, local time on 4/23/08, one
fully paid and non-assessable share of Common Stock ("Share") upon presentation
and surrender of this Warrant Certificate and upon payment of the purchase price
of $15.875 per Share. Payment shall be made in lawful money of the United States
of America by certified check payable to the Company at its principal office at
00 Xxxxx Xxxxxx Xxxx, Xxxx, 0xx Xxxxx, Xxxxxxx, Xxxxx, 00000. As hereinafter
provided, the purchase price and number of Shares purchasable upon the exercise
of the Warrants are subject to modification or adjustment upon the happening of
certain events.
FOR ALL OTHER PURPOSES STATED HEREIN, THE COMPANY MAY DEEM AND TREAT THE
PERSON IN WHOSE NAME THIS WARRANT CERTIFICATE IS REGISTERED AS THE ABSOLUTE TRUE
AND LAWFUL OWNER HEREOF FOR ALL PURPOSES WHATSOEVER.
1. Upon surrender to the Company, this Warrant Certificate may be
exchanged for another Warrant Certificate or Warrant Certificates
evidencing a like aggregate number of Warrants. If this Warrant
Certificate shall be exercised in part, the Holder shall be entitled
to receive upon surrender hereof another Warrant Certificate or
Warrant Certificates evidencing the number of Warrants not exercised.
2. No Holder shall be deemed to be the holder of Common Stock or any
other securities of the Company that may at any time be issuable on
the exercise hereof for any purpose nor shall anything contained
herein be construed to confer upon the Holder any of the rights of a
shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting
thereof or to give or withhold consent to any corporate action
(whether upon any reorganization, issuance of stock, reclassification
or conversion of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings or to
receive dividends or subscription rights or otherwise until a Warrant
shall have been exercised and the Common Stock purchasable upon the
exercise thereof shall have become issuable.
3. Each Holder consents and agrees with the Company and any other Holder
that:
A. this Warrant Certificate is exercisable in whole or in part by
the Holder in person or by attorney duly authorized in writing at
the principal office of the Company.
B. anything herein to the contrary notwithstanding, in no event
shall the Company be obligated to issue Warrant Certificates
evidencing other than a whole number of Warrants or issue
certificates evidencing other than a whole number of Shares upon
the exercise of this Warrant Certificate; provided, however, that
the Company shall pay with respect to any such fraction of a
Share an amount of cash based upon the current public market
value (or book value, if there shall be no public market value)
for Shares purchasable upon exercise hereof, as determined in
accordance with subparagraph I of Section 10 hereof; and
C. the Company may deem and treat the person in whose name this
Warrant Certificate is registered as the absolute true and lawful
owner hereof for all purposes whatsoever.
4. The Company shall maintain books for the transfer and registration of
Warrants. Upon the transfer of any Warrants, the Company shall issue
and register the Warrants in the names of the new Holders. The
Warrants shall be signed manually by the Chairman, Chief Executive
Officer, President or any Vice President and the Secretary (or
Assistant Secretary) of the Company. The Company shall transfer, from
time to time, any outstanding Warrants upon the books to be maintained
by the Company for such purpose upon surrender thereof for transfer
properly endorsed or accompanied by appropriate instructions for
transfer. Upon any transfer, a new Warrant Certificate shall be issued
to the transferee and the surrendered Warrants shall be canceled by
the Company. Warrants may be exchanged at the option of the Holder,
when surrendered at the office of the Company, for another Warrant, or
other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of
Shares. Subject to the terms of this Warrant Certificate, upon such
surrender and payment of the purchase price, the Company shall issue
and deliver with all reasonable dispatch to or upon the written order
of the Holder of such Warrants and in such name or names as such
Holder may designate, a certificate or certificates for the number of
full Shares so purchased upon the exercise of such Warrants. Such
certificate or certificates shall be deemed to have been issued and
any person so designated to be named therein shall be deemed to have
become the holder of record of such Shares as of the date of the
surrender of such Warrants and payment of the purchase price;
provided, however, that if, at the date of surrender and payment, the
transfer books of the Shares shall be closed, the certificates for the
Shares shall be issuable as of the date on which such books shall be
opened and until such date the Company shall be under no duty to
deliver any certificate for such Shares; provided, further, however,
that such transfer books, unless otherwise required by law or by
applicable rule of any national securities exchange, shall not be
closed at any one time for a period longer than 20 days. The rights of
purchase represented by the Warrants shall be exercisable, at the
election of the Holders, either as an entirety or from time to time
for part only of the Shares.
5. The Company will pay any documentary stamp taxes attributable to the
initial issuance of the Shares issuable upon the exercise of the
Warrants; provided, however, that the Company shall not be required to
pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Shares in
a name other than that of the Holder in respect of which such Shares
are issued, and in such case the Company shall not be required to
issue or deliver any certificate for Shares or any Warrant until the
person requesting the same has paid to the Company the amount of such
tax or has established to the Company's satisfaction that such tax has
been paid.
6. In case the Warrant Certificate shall be mutilated, lost, stolen or
destroyed, the Company may, in its discretion, issue and deliver in
exchange and substitution for and upon cancellation of the mutilated
Warrant Certificate, or in lieu of and substitution for the Warrant
Certificate, lost, stolen or destroyed, a new Warrant Certificate of
like tenor and representing an equivalent right or interest, but only
upon receipt of evidence satisfactory to the Company of such loss,
theft or destruction and an indemnity, if requested, also satisfactory
to it.
7. The Company warrants that there have been reserved, and covenants that
at all times in the future it shall keep reserved, out of the
authorized and unissued Common Stock, a number of Shares sufficient to
provide for the exercise of the rights or purchase represented by this
Warrant Certificate. The Company agrees that all Shares issuable upon
exercise of the Warrants shall be, at the time of delivery of the
certificates for such Shares, validly issued and outstanding, fully
paid and non-assessable and that the issuance of such Shares will not
give rise to preemptive rights in favor of existing shareholders.
8. As used herein, the term "Exercise Rate" shall mean the number and
kind of shares of capital stock of the Company which the Holder of
this Warrant shall be entitled from time to time to receive for each
$1,000.00 of warrant exercise payment. Unless and until an adjustment
thereof shall be required as hereinafter provided, the Exercise Rate
shall be 62.992 shares of Common Stock.
9. The term "Exercise Price" shall mean the price obtained by dividing
$1,000.00 by the number of shares constituting the Exercise Rate in
effect at the time for such amount.
10. The Exercise Rate in effect any time shall be subject to adjustment as
follows:
A. Whenever the Company shall (i) pay a dividend on Common Stock in
shares of its Common Stock, (ii) subdivide its outstanding shares
of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares, or (iv) issue by
reclassification of its shares of Common Stock (including any
reclassification in connection with a consolidation or merger in
which the Company is the continuing corporation) any shares, the
Exercise Rate in effect at the time of the record date for such
dividend or of the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted
so that the Holder of this Warrant exercising it after such time
shall be entitled to receive the total number and kind of shares
which bear the same proportion to the total issued and
outstanding Common Stock of the Company immediately after such
time as the proportion he would have owned and have been entitled
to receive immediately prior to such time.
B. Whenever the Company shall issue any shares of Common Stock other
than:
(i) shares issued in a transaction described in subparagraph H
of this Paragraph 10; and
(ii) shares issued upon exercise or conversion of securities of
the type referred to in subparagraphs E and F of this
Paragraph 10 or shares issued, subdivided or combined in
transactions described in subparagraph (A) of this Paragraph
10 if and to the extent that the Exercise Rate shall have
been previously adjusted pursuant to the terms of this
subparagraph (B) or subparagraph (A) of this Paragraph 10 as
a result of the issuance, subdivision or combination of such
securities;
at a price per share which is less than the current public market
value of a share of Common Stock, the Exercise Rate in effect
immediately prior to such issuance shall be adjusted by
multiplying such Exercise Rate by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding
immediately prior to such issuance plus the number of additional
shares of Common Stock so issued, and the denominator of which
shall be the number of Shares of Common Stock outstanding
immediately prior to such issuance plus the number of shares of
Common Stock which the fair value of the consideration received
by the Company for the total number of additional shares so
issued would purchase at a price equal to the current public
market value.
C. Whenever the Company shall pay a dividend or make a distribution
(other than in a transaction which results in an equivalent
adjustment pursuant to other subparagraphs of this Paragraph 10)
generally to holders of its Common Stock or evidences of its
indebtedness or assets (excluding dividends paid in, or
distributions of cash to the extent of current income or earned
surplus of the Company), or securities of the Company, or rights
to subscribe for or purchase securities of the Company, the
Exercise Rate in effect immediately prior to such distribution
shall be adjusted by multiplying such Exercise Rate by a
fraction, the numerator of which shall be the then current public
market value, if any, per share of the Common Stock receiving
such dividend or distribution or, if there shall be no such
current public market value, then the book value per share as of
the close of the month preceding such distribution, and the
denominator of which shall be the numerator less the fair market
value of the portion of the assets, or the evidences of
indebtedness or rights, so distributed which is applicable to
each such share; provided, however, if as a result of such
adjustment the Exercise Price would be a -------- -------
negative figure, such adjustment shall be modified so that the
Exercise Price after such adjustment is $.01 per share.
D. Whenever the Company shall issue by reclassification of its
shares of Common Stock any shares of stock, the Exercise Rate in
effect immediately prior to such issuance shall be
proportionately adjusted so that the Holder of this Warrant
exercising it after such time shall be entitled to receive, the
number and kind of shares which, when added to the number of
shares of such kind exercisable hereunder prior to such issue,
would entitle the Holder hereof, upon the exercise hereof in
full, to purchase an amount of shares of such kind which bears
the same proportion to the total issued and outstanding capital
stock of the Company as the proportion he would have owned and
have been entitled to receive immediately prior to such issue. In
the event that at any time, as a result of an adjustment made
pursuant to this paragraph 10, the Holder of this Warrant shall
become entitled upon exercise thereof to receive any shares of
the Company other than shares of its Common Stock, then
thereafter the number of such other shares so receivable upon
exercise of this Warrant shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as
practicable to the provisions contained in this Paragraph 10 in
the respect of the Common Stock.
E. For purposes of the adjustments provided for in the foregoing
subparagraphs of this Paragraph 10, if at any time, the Company
shall issue any rights or options for the purchase of, or stock
or other securities convertible into Common Stock, (such
convertible stock or securities being herein referred to as
"Convertible Securities") the Company shall be deemed to have
issued at the time of the issuance of such rights or options or
Convertible Securities the maximum number of shares of Common
Stock issuable upon exercise or conversion thereof and to have
received as consideration for the issuance of such shares an
amount equal to the amount of cash and fair value of other
consideration, if any, received by the Company for the issuance
of such rights or options or Convertible Securities, plus, in the
case of such options or rights, the minimum amounts of cash and
fair value of other consideration, if any, payable to the Company
upon the exercise of such options or rights and, in the case of
Convertible Securities, the minimum amounts of cash and fair
value of other consideration, if any, payable, to the Company.
F. For purposes of the adjustment provided for in subparagraph B
above, if at any time the Company shall issue any rights or
options for the purchase of Convertible Securities, the Company
shall be deemed to have issued at the time of the issuance of
such rights or options the maximum number of shares of Common
Stock issuable upon conversion of the total amount of Convertible
Securities covered by such rights or options and to have received
as consideration for the issuance of such shares an amount equal
to the amount of cash and the amount of fair value of other
consideration, if any, received by the Company for the issuance
of such rights or options, plus the minimum amounts of cash and
fair value of other consideration, if any, payable to the Company
upon the exercise of such rights or options and payable to the
Company on conversion of such Convertible Securities.
G. Anything in subparagraph E or F above to the contrary
notwithstanding, whenever the Company shall issue any shares
(other than on exercise of this Warrant) upon exercise of any
rights or options or upon conversion of any Convertible
Securities and if the Exercise Rate shall not previously have
been adjusted upon the issuance of such rights, options or
Convertible Securities, the computation described in subparagraph
B above shall be made and the Exercise Rate adjusted in
accordance with the provisions thereof (the shares so issued
being deemed for purposes of such computation to have been issued
at a price per share equal to the amount of cash and fair value
of other consideration, if any, properly attributable to one such
share received by the Company upon issuance and exercise of such
rights or options or sale and conversion of such Convertible
Securities (and upon issuance of any rights or options pursuant
to which such Convertible Securities may have been sold).
H. Anything in this Paragraph 10 to the contrary notwithstanding, no
adjustment in the Exercise Rate or Exercise Price shall be made
in connection with:
(i) Convertible Securities issued pursuant to the Company's
qualified or non-qualified Employee Stock Option Plans or
any other bona fide employee benefit plan or incentive
arrangement, adopted or approved by the Company's Board of
Directors or shares of Common Stock issued pursuant to the
exercise of any rights or options granted pursuant to said
plans or arrangements (but only to the extent that the
aggregate number of shares excluded by the Clause (i) and
issued after the date hereof shall not exceed 15% of the
Company's Common Stock outstanding at the time of any such
issuance); and
(ii) The issuance of any shares of Common Stock pursuant to the
exercise of Convertible Securities outstanding as of the
date hereof including without limitation, the conversion of
any Warrant issued in the same placement of securities
pursuant to which this Warrant was issued by the Company.
I. For purposes of this Paragraph 10, the current public market
value of a share of Common Stock on any date shall be deemed to
be the arithmetical average of the following prices for such of
the thirty (30) business days immediately preceding such day as
shall be available: (i) for any of the such days on which the
Common Stock shall be listed on a national securities exchange,
the last sale price on such day or, if there shall have been no
sale on such day, the average of the closing bid and asked prices
on such exchange on such day, or (ii) for any of such days on
which the Common Stock shall not be listed on a national
securities exchange but shall be included in the National
Association of Securities Dealers Automated Quotation System
("NASDAQ"), the average of the closing bid and asked prices on
such day quoted by brokers and dealers making a market in NASDAQ,
furnished by any member of the New York Stock Exchange selected
by the Company for that purpose, or (iii) for any of such days on
which the Common Stock shall not be so listed on a national
securities exchange or included in NASDAQ but shall be quoted by
three brokers regularly making a market in such shares in the
over-the-counter market, the average of the closing bid and asked
prices on such day, furnished by any member of the New York Stock
Exchange selected by the Company for that purpose, or (iv) for
any days on which the information described in items (i), (ii) or
(iii) above is unavailable, the book value per share of the
Common Stock as determined in accordance with generally accepted
accounting principles; provided, however, in its discretion the
Board may make an appropriate reduction in the "current public
market value" based upon any applicable trading restrictions to
particular shares of Common Stock.
J. Anything in this Paragraph 10 to the contrary notwithstanding, no
adjustment in the Exercise Rate shall be required unless such
adjustment would require an increase or decrease of at least 1%
in such rate; provided, however, that any adjustments which by
reason of this subparagraph J are not required to be made shall
be carried forward and taken into account in making subsequent
adjustments. All calculations under the Paragraph 10 shall be
made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be.
K. No adjustment in the Exercise Rate shall be made for purposes of
subparagraphs B and C of this Paragraph 10 if such adjustment
would result in an increase in such Exercise Price or decrease in
the Exercise Rate except that, in the case of any Convertible
Securities in respect of which an adjustment has previously been
made under subparagraph B above and which has expired or
otherwise been canceled without exercise of the rights or options
evidenced thereby, such previous adjustment shall be reversed.
L. Before taking any action which could cause an adjustment pursuant
to this Paragraph 10 reducing the Exercise Price per share below
the then par value (if any) of the shares covered hereby, the
Company will take any corporate action which may be necessary in
order that the Company may validly and legally issue at the
Exercise Price as so adjusted shares that are fully paid and
non-assessable.
M. The number of shares of capital stock of the Company outstanding
at any given time shall not include shares owned or held by or
for the account of the Company, and the disposition of any such
shares shall be considered an issue or sale of such shares for
the purposes of this Paragraph 10.
N. If any event occurs as to which the other provisions of this
Paragraph 10 are not strictly applicable but the lack of any
adjustment would not fairly protect the purchase rights of the
Holder of this Warrant in accordance with the basic intent and
principles of such provisions, or if strictly applicable would
not fairly protect the purchase rights of the Holder of this
Warrant in accordance with the basic intent and principles of
such provisions, then the Company shall appoint a firm of
independent certified public accountants (which shall not be the
regular auditors of the Company) of recognized national standing,
which shall give their opinion upon the adjustment, if any, on a
basis consistent with the basic intent and principles established
in the other provisions of this Paragraph 10, necessary to
preserve, without dilution, the exercise rights of the registered
Holder of this Warrant. Upon receipt of such opinion, the Company
shall forthwith make the adjustments described therein. In taking
any action or making any determination pursuant to the provisions
of this Section 10, the Company and its Board of Directors shall,
at all times, exercise reasonable judgment and act in good faith.
O. Upon any adjustment of any Exercise Rate, then and in each such
case, the Company shall promptly deliver a notice to the
registered Holder of this Warrant, which notice shall state the
Exercise Price and Exercise Rate resulting from such adjustment
and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise hereof, setting forth
in reasonable detail the method of calculation and the facts upon
which such calculation is based.
P. In the case of the issuance of shares of Common Stock or
Convertible Securities for a consideration in whole or in part,
other than cash, the consideration other than cash shall be
deemed to be the fair market value thereof as reasonably
determined in good faith by the Board of Directors of the Company
(regardless of accounting treatment thereof); provided, however,
that if such consideration consists of the cancellation of debt
issued by the Company the consideration shall be deemed to be the
amount the Company received upon issuance of such debt (gross
proceeds) plus accrued interest and, in the case of original
issue discount or zero coupon indebtedness, accreted value to the
date of such cancellation, but not including any premium or
discount at which the debt may then be trading or which might
otherwise be appropriate for such class of debt;
Q. The Company shall not issue any shares of its capital stock
(other than Common Stock) at or for consideration which is less
than fair value determined by the Board of Directors of the
Company in light of all circumstances surrounding such issuance.
11. In the case:
A. The Company shall declare any dividend or distribution on its
Common Stock (or on any other shares which the Holder of this
Warrant may become entitled to receive upon exercise hereof); or
B. The Company shall authorize the issuance to holders of its Common
Stock (or on any other shares which the Holder of this Warrant
may become entitled to receive upon exercise hereof) any
subscription rights or warrants; or
C. Of any subdivision, combination or reclassification of shares of
Common Stock of the Company (or any shares of the Company which
are subject to this Warrant), or of any proposed consolidation or
merger to which the Company is to be a party and for which the
approval of any shareholders of the Company is required, or of
the proposed sale or transfer of all or substantially all of the
assets of the Company; or
D. Of the proposed voluntary or involuntary dissolution,
liquidation, or winding up of the Company; or
E. The Company proposes to effect any transaction not specified
above which would require an adjustment of the Exercise Rate
pursuant to Paragraph 10 hereof;
then the Company shall cause to be mailed to Holders of this Warrant,
at least ten (10) days prior to the applicable record or other date
hereinafter specified, a notice describing such transaction in
reasonable detail, specifying the character, amount and terms of all
securities and the amounts of cash and other property, if any,
involved in such transaction and stating (i) the date as of which the
holders of Common Stock (or any such other shares) of record to be
entitled to receive any such dividend, distribution, rights, or
warrants is to be determined, or (ii) the date of which any such
subdivision, combination, reclassification, consolidation, merger,
sale, transfer, dissolution, liquidation, winding up, or other
transaction is expected to become effective, and the date as of which
it is expected that holders of Common Stock (or any such other shares)
of record shall be entitled to exchange the same for securities or
other property, if any, deliverable upon such transaction.
12. The Company covenants and agrees that it will not merge or consolidate
with or into or sell or otherwise transfer all or substantially all of
its assets to any other corporation or entity unless at the time of or
prior to such transaction such other corporation or other entity shall
expressly assume all of the liabilities and obligations of the Company
under this Warrant and (without limiting the generality of the
foregoing) shall expressly agree that the Holder of this Warrant shall
thereafter have the right (subject to subsequent adjustment as nearly
equivalent as practicable to the adjustments provided for in Paragraph
10 of this Warrant) to receive upon the exercise of this Warrant the
number and kind of shares of stock and other securities and property
receivable upon such transaction by a Holder of the number and kind of
shares which would have been receivable upon the exercise of this
Warrant immediately prior to such transactions.
13. The Holder of this Warrant Certificate, each transferee hereof and any
holder and transferee of any Shares, by his acceptance thereof, agrees
that (i) no public distribution of Warrants or shares will be made in
violation of the Act, and (ii) during such period as the delivery of a
prospectus with respect to Warrants or Shares may be required by the
Act, no public distribution of Warrants or Shares will be made in a
manner or on terms different from those set forth in, or without
delivery of, a prospectus then meeting the requirements of Section 10
of the Act and in compliance with all applicable state securities
laws. The Holder of this Warrant Certificate and each transferee
hereof further agrees that if any distribution of any of the Warrants
or Shares is proposed to be made by them otherwise than by delivery of
a prospectus meeting the requirements of Section 10 of the Act, such
action shall be taken only after submission to the Company of an
opinion of counsel, reasonably satisfactory in form and substance to
the Company's counsel, to the effect that the proposed distribution
will not be in violation of the Act or of applicable state law.
Furthermore, it shall be a condition to the transfer of the Warrants
that any transferee thereof deliver to the Company his written
agreement to accept and be bound by all of the terms and conditions
contained in this Warrant Certificate.
14. This Warrant Certificate shall be exercisable only during the
continuance of the Holder's employment at the Company or its
subsidiaries, except that:
A. If the Holder ceases to be an employee at the Company (or a
subsidiary of the Company) for any reason other than by death or
disability, this Warrant Certificate may be exercised by Holder,
to the extent that it was exercisable at the date of termination,
at any time within three months after the date Holder ceases to
be an employee, but not later than 4/23/08 except that, in case
of his death or disability within that three-month period, this
Warrant Certificate may be exercised as provided in subparagraph
(b) below.
B. If the Holder dies or becomes disabled during employment or
within the three-month period referred to in subparagraph (a)
above, this Warrant Certificate may be exercised, to the extent
that it was exercisable by the Holder at the date of:
(i) death, by the person or persons to whom Holder's rights
under this Warrant Certificate pass by will or by the laws
of descent and distribution or
(ii) disability, by the Holder's legal representative,
at any time within one year after the date of Holder's death or
disability, but not later than 4/23/08.
The determination by the Company's Board of Directors of the reason
for termination of the Holder's employment shall be binding and
conclusive on the Holder.
15. Except only as specifically provided elsewhere in this Warrant
Certificate, the Warrants shall not be exercisable prior to the dates
set forth below except in the amount set forth below:
A. After 4/23/99 and prior to 4/23/00, up to a total of one-third of
the total Warrants represented hereby may be exercised.
B. After 4/23/00 and prior to 4/23/01, up to a total of two-thirds
of the total Warrants represented hereby may be exercised
(including the Warrants previously exercisable hereunder).
C. After 4/23/01, all of the total Warrants represented hereby may
be exercised.
WITNESS the following signatures as of April 23, 1998.
SEITEL, INC.
By: /s/ Xxxx X. Frame
------------------------
Xxxx X. Frame
Chief Executive Officer
Accepted:
/s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx
