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Exhibit 10.7
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into as of November 24, 1997 (the "Effective Date"), by and between
SOLID STATE GEOPHYSICAL INC., having its head office at 0000 Xxxxx Xxxx X.X.,
Xxxxxxx, Xxxxxxx, X0X 0X0 (the "Company"), and XXXXXXXX X. XXXXXX, residing at
000 Xxxxxxxx Xxxxxxx X.X., Xxxxxxx, Xxxxxxx X0X 0X0 ("Xxxxxx").
RECITALS:
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X. Xxxxxx has served as the President and Chief Executive Officer of
the Company since January 1985.
X. Xxxxx Geophysical, Inc., a Delaware corporation ("Grant"), will
directly or indirectly acquire all of the outstanding shares of capital stock of
the Company (the "Acquisition").
C. Upon the consummation of the Acquisition, the Company desires to
retain the services of Xxxxxx as a full-time employee for a period of time.
D. The Company and Xxxxxx wish to formalize their employment
relationship and obligations upon the termination of such employment.
NOW, THEREFORE, in consideration of the covenants, agreements and
payments set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and Xxxxxx
hereby agree as follows:
ARTICLE I.
EMPLOYMENT
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1.1 Subject to the consummation of the Acquisition, the Company and Xxxxxx
hereby agree that the employment relationship between Xxxxxx and the Company as
evidenced by the Executive Employment Agreement dated the 1st day of April, 1994
and as amended the 1st day of January, 1997 is mutually terminated and the
Company shall have no obligation and Xxxxxx shall not be entitled to any
payments or benefits whatsoever under such agreement subject only to Xxxxxx'
right and entitlement to be paid the sum of CN $690,000 (less withholding)
representing 3 years' salary, and to exercise options previously granted to
Xxxxxx to purchase capital stock of the Company.
1.2 The Company hereby employs Xxxxxx, and Xxxxxx hereby accepts full-time
employment with the Company commencing on the date of the consummation of the
Acquisition, and, subject to the terms and conditions of this Agreement,
continuing until December 31, 2000.
1.3 On December 31, 2000 and on each anniversary thereof, the term of this
Agreement shall be extended for one additional year unless the Company or Grant
notifies Xxxxxx, or Xxxxxx notifies the
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Company and Grant, prior to the end of such term that the term of this Agreement
shall not be extended.
ARTICLE II.
DUTIES
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2.1 During the term hereof, Xxxxxx shall perform the duties of the President and
Chief Executive Officer of the Company, with responsibility for short-term and
long-term growth of the Company and adding value to the Company and such other
executive duties with the Company as may be assigned to him by the board of
directors of the Company or Grant's chief executive officer and that are not
inconsistent with the provisions hereof.
2.2 Xxxxxx shall accept without additional compensation, such office or offices
to which he may be elected or appointed, as the case may be, by the board of
directors of the Company, the board of directors of Grant or Grant's chief
executive officer, including without limitation, (a) Senior Vice President of
Grant, responsible for marketing development in Europe, Africa and the Middle
East; (b) a director of the Company or Grant (or on any of their respective
committees); or (c) an officer or director of any subsidiary of the Company or
Grant.
2.3 Xxxxxx shall devote his full time and best efforts and skills to the
business, best interests and welfare of the Company, and will use his best
efforts to further enhance and develop the overall business, best interests and
welfare of Grant and its subsidiaries as a whole.
2.4 In performing his duties under this Agreement, Xxxxxx shall report directly
to the board of directors of the Company and Grant's chief executive officer and
shall act in accordance with the reasonable and lawful directions and policies
of the board of directors of the Company and Grant's chief executive officer;
provided, however, if a conflict arises between the board of directors of the
Company and Grant's chief executive officer, Xxxxxx shall act in accordance with
such instructions of the board of directors of the Company.
ARTICLE III.
COMPENSATION AND BENEFITS
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3.1 As part of the consideration for the services to be performed by Xxxxxx
hereunder during the employment period, Xxxxxx shall receive, as gross salary
before any withholding of whatever sort, the amount of CN $230,000 per year,
such amount to be payable by the Company in equal monthly installments and in a
manner and on a timetable in which the Company's payroll is customarily handled.
The compensation payable pursuant to this Article is referred to herein as "base
salary."
3.2 The board of directors of the Company and Grant's chief executive officer
shall annually review Xxxxxx' base salary, taking into account Xxxxxx'
performance of his employment duties and the overall performance of the Company
and Grant, and consider in their sole discretion an increase in Xxxxxx' base
salary.
3.3 In addition to base salary, during the term of his employment hereunder,
Xxxxxx shall be entitled to receive an initial award under Grant's 1997 Equity
and Performance Incentive Plan (or any successor plan thereto), equal to 75% of
the initial award granted to Grant's Chief Executive Officer.
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3.4 Xxxxxx shall also be entitled to participate in any cash bonus program
(subject to such program's terms and conditions) sponsored by the Company or
Grant, as determined by the board of directors of the Company or the board of
directors of Grant, respectively.
3.5 In addition to base salary, the Company shall provide Xxxxxx, during the
term of his employment hereunder, with the following benefits:
(a) participation, for Xxxxxx and his dependents, in any
present or future disability, health, dental or other insurance or
welfare benefit plan generally available to all employees of the
Company;
(b) participation in any pension plan, deferred compensation
plan or any other employee benefit plan which the board of directors of
the Company elects to make available generally to employees of the
Company during the employment period;
(c) reasonable periods of vacation with pay, aggregating five
weeks during calendar year 1998 and six weeks during each calendar year
thereafter; provided, however, that such vacation shall not accrue or
accumulate from year to year;
(d) the Company shall pay for or reimburse Xxxxxx for all
reasonable out-of-pocket expenses actually incurred by him in
furtherance of the business activities of the Company which, but for
the benefit of the Company, would not have been incurred by Xxxxxx;
(e) the Company shall provide to Xxxxxx and pay for (i) a
membership and reasonable membership dues in a health club; (ii) a
membership and reasonable membership dues in a dinner/luncheon club;
(iii) a membership and reasonable membership dues in a country club
located within a 200 mile radius of the Xxxxxx' principal residence;
and (iv) an automobile, plus reimbursement of reasonable and actually
incurred expenses associated with leasing, operating and insuring the
same; and
(f) in the event that the Company elects from time to time,
with the approval of its board of directors, to place "key man"
insurance on the life of Xxxxxx, the Company shall at such times
provide at its cost similar insurance in the same sum to be made
payable to the benefit of those dependants of Xxxxxx as he may direct.
The parties acknowledge that Xxxxxx shall have no right to receive any
compensation except at the time, in the amounts and in the manner herein
provided.
3.6 In the event of Xxxxxx' death during the term of his employment hereunder,
the Company shall make payment of any and all base salary earned by Xxxxxx
through the date of his death and not previously paid and shall make payment of
all reasonable expenses actually incurred by Xxxxxx in accordance with Article
3.5(d) through the date of his death and not previously reimbursed. Payments
made to Xxxxxx' heirs or assigns, executor or administrator shall operate as a
complete release of the Company from the obligations under this Article.
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ARTICLE IV.
TERMINATION OF EMPLOYMENT
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4.1 At any time, without cause, the Company may upon 30 days' prior written
notice, terminate the employment of Xxxxxx.
4.2 At any time the Company may immediately terminate the employment of Xxxxxx
for "cause," as defined below, upon written notice, and no other compensation
shall be payable to Xxxxxx after the date of such termination pursuant to the
terms of this Agreement except in accordance with Article VI hereof.
4.3 For purposes of this Agreement, "cause" means that Xxxxxx shall have: (a)
committed an intentional act of fraud, embezzlement or theft in connection with
his duties or in the course of his employment with the Company; (b)
intentionally and wrongfully damaged property of the Company, Grant, or any of
their respective subsidiaries; (c) intentionally and wrongfully disclosed secret
processes or confidential information of the Company, Grant, or any of their
respective subsidiaries; (d) intentionally violated the provisions of Article
VI; (e) breached any of his material covenants (including any of the covenants
in Articles VI, VII or VIII) contained in this Agreement, or (f) willfully
failed or refused to follow the lawful and proper directives of the board of
directors of the Company or Grant's chief executive officer, consistent with
Xxxxxx' position and within his power to do so, after receipt by Xxxxxx of a
resolution duly adopted by the board of directors of the Company or notice by
Grant's chief executive officer, specifying in reasonable detail the alleged
failure or refusal and after a reasonable opportunity for Xxxxxx to cure the
alleged failure or refusal. For purposes of this Agreement, an act or omission
on the part of Xxxxxx shall not be deemed "intentional," if it was due to an
error in judgment or negligence, but shall be deemed "intentional" if done by
Xxxxxx not in good faith and without reasonable belief that the act or omission
was in the best interests of the Company, Grant or their respective
subsidiaries.
4.4 At any time Xxxxxx may terminate his employment, upon 30 days' prior written
notice, for "good reason," as defined below.
4.5 For the purposes of this Agreement "good reason" means any of the following:
(a) the Company's material breach of this Agreement; (b) any reduction in
Xxxxxx' base salary or any material and adverse change to the benefits set forth
in Article 3.5; (c) the requirement by the Company or Grant that Xxxxxx be
permanently based anywhere other than Calgary, Alberta, Canada; or (d) the
Company or Grant materially diminishes Xxxxxx' responsibilities, title or
offices from those in effect at the date of this Agreement; provided that in
each of (a) - (d) of this Article 4.5, such action is taken without Xxxxxx'
consent.
4.6 The employment of Xxxxxx shall immediately terminate on the death of Xxxxxx,
or upon the voluntary resignation of Xxxxxx other than for good reason, in which
event Xxxxxx shall only be entitled to any and all base salary earned by Xxxxxx
through the date of his death or voluntary resignation, plus all reasonable
expenses actually incurred by Xxxxxx in accordance with Article 3.5(d) prior to
such death or voluntary resignation, and no other compensation shall be payable
to Xxxxxx after the date of such death or voluntary resignation pursuant to the
terms of this Agreement except, in the case of voluntary resignation, payments
pursuant to Article VI hereof.
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ARTICLE V.
PAYMENTS TO BE MADE ON TERMINATION
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5.1 In the event that the Company terminates Xxxxxx' employment for cause or
Xxxxxx voluntarily resigns for other than good reason, the Company shall within
30 days of termination of employment:
(a) make payment of any and all base salary earned by Xxxxxx
through the date of such termination of employment and not previously
paid;
(b) make payment of any and all reasonable expenses actually
incurred by Xxxxxx in accordance with Article 3.5(d) through the date
of termination of employment and not previously reimbursed; and
(c) make all payments pursuant to Article VI on the dates
which such amounts are due and payable under such Article.
5.2 In the event that the Company terminates the employment of Xxxxxx without
cause, Xxxxxx terminates his employment for good reason prior to the expiration
of the term hereof, or upon the expiration of the term hereof, the Company
shall, within 30 days of termination of employment:
(a) make payment of any and all base salary earned by Xxxxxx
through the date of termination of employment and not previously paid;
(b) shall pay to Xxxxxx, a lump sum retiring allowance equal
to 200% of the base salary in effect as of the date of termination of
employment, less required withholdings;
(c) make payment of any and all reasonable expenses actually
incurred by Xxxxxx in accordance with Article 3.5(d) through the date
of termination of employment and not previously reimbursed; and
(d) make all payments pursuant to Article VI on the dates
which such amounts are due and payable under such Article.
5.3 For purposes of this Agreement the phrase "termination of employment" shall
mean (a) with respect to termination by the Company without cause or the
resignation of Xxxxxx for good reason, 30 days after the date of notice by the
Company or Xxxxxx, respectively, or (b) with respect to termination by the
Company for cause, resignation by Xxxxxx other than for good reason or the death
of Xxxxxx, the date of such termination, resignation or death, respectively.
5.4 The Company agrees that under Article 5.2 Xxxxxx shall have no obligation to
mitigate and there shall be no reduction of any amounts payable to Xxxxxx under
Article 5.2 on account thereof.
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ARTICLE VI.
COVENANT NOT TO COMPETE
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6.1 Xxxxxx and the Company acknowledge that this covenant is being executed and
delivered by the parties in consideration of the covenants of the Company
contained in this Agreement and for other good and valuable consideration, the
receipt of which is hereby acknowledged.
6.2 Xxxxxx and the Company agree that for a period of 24 months following
termination of employment and regardless of the reason of such termination,
neither Xxxxxx nor any of his Affiliates (defined below) shall, directly or
indirectly, for himself or on behalf of any other person, corporation, firm,
partnership, limited liability company, association or any other entity (whether
as an individual, agent, servant, employee, employer, officer, director,
shareholder, partner, member, investor, principal, consultant or in any other
capacity): (a) engage or participate in any "competing business"anywhere in the
"restricted territories"; (b) induce any customers of the Company, Grant or any
of their respective subsidiaries to patronize any competing business; (c)
canvass, solicit or accept any competing business from any customer of the
Company, Grant or any of their respective subsidiaries; (d) engage, suggest or
assist in or influence the engagement or hiring by any competing business of any
employee of the Company, Grant or any of their respective subsidiaries or
otherwise cause or encourage any employee to terminate his or her employment
with the Company, Grant or any of their respective subsidiaries; or (e) request
or advise any customers of the Company, Grant or any of their respective
subsidiaries to withdraw, curtail or cancel such customer's business with the
Company, Grant or any of their respective subsidiaries. This Article 6.2 shall
not prohibit Xxxxxx and his Affiliates from purchasing or holding in the
aggregate, equity interests of up to 5% (or 10% if such equity interests are
listed on a national securities exchange or are regularly quoted in an
over-the-counter market by one or more members of the National Association of
Securities Dealers or similar organization) in any business entity or person in
competition, directly or indirectly, with the Company, Grant or any of their
respective subsidiaries.
6.3 The term "competing business" shall be defined to mean any business in
competition with the business or businesses conducted or planned to be conducted
(as set forth in any business plans memoranda or other documents existing at the
date of termination of employment) by the Company, Grant or their respective
subsidiaries as of the date of termination of employment, or in any business,
the products or services of which, at the date hereof or at any time during the
term of this Agreement, are sold or licensed by or marketed by the Company,
Grant or their respective subsidiaries.
6.4 The term "restricted territories," shall be defined to mean (x) the United
States, Canada, Bolivia, Brazil, Indonesia, Ecuador, Guatemala, Bangladesh,
Columbia, Peru, Venezuela, Trinidad and Yemen and (y) all of the specific
clients, whether within or outside of the geographic areas described in (x)
above, with which the Company, Grant or any of their respective subsidiaries had
any contact or for which the Company, Grant or any of their respective
subsidiaries had any responsibility (whether indirect, direct or supervisory) at
the time of termination of his employment or at any time during the two years
prior to his termination.
6.5 Xxxxxx and the Company recognize and expressly agree that this Agreement is
necessary and essential to protect the business conducted by the Company, Grant
and their respective subsidiaries, and that the area and duration of the
covenants contained herein are in all aspects reasonable and
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necessary to protect the Company, Grant and their respective subsidiaries, and
do not unduly oppress or restrict the occupational future of Xxxxxx upon
termination of his employment.
6.6 In addition to all other amounts payable to Xxxxxx herein and in
consideration of the covenants set forth in this Article VI, the Company shall
(a) compensate Xxxxxx for the 24 months of the non-competition period set forth
in Article 6.2 at a per annum rate equal to 50% of his base salary in effect
immediately prior to the termination of Xxxxxx' employment, payable on a current
basis in equal installments not less frequently than monthly, and (b) during
such 24 month period, Xxxxxx shall be entitled to participate in the health and
life insurance plans offered to employees of the Company on the same basis as if
Xxxxxx were a full-time employee of the Company.
6.7 If any court determines that any provision of the covenant not to compete
contained herein, or any part thereof is invalid or unenforceable, the remainder
of such covenant not to compete shall not thereby be affected and shall be given
full effect, without regard to the invalid provisions. If any court determines
any provision of the covenant not to compete, or any part thereof, is
unenforceable because of the duration or geographic scope of such provision the
parties agree that such court shall have the power to reduce the duration or
geographic scope of such provision, as the case may be, and the parties agree to
request the court to exercise such power, and in its amended form, such
provision shall be enforceable as between the parties.
6.8 If, pursuant to an action initiated by Xxxxxx, a court has limited the scope
of the non-compete as contemplated in Article 6.7 above, and following such
limitation, Xxxxxx engages in a competing business as originally defined, then
the Company's or Grant's obligation to continue to make payments or provide
benefits to or to permit the exercise of stock options or stock purchase
agreements by Xxxxxx shall terminate.
6.9 For the purposes of this Agreement, the term "Affiliate" means any person or
entity that, directly or indirectly, controls, is controlled by, or is under
common control with, the person or entity in question. "Affiliate" shall be
deemed not to include any adult children of Xxxxxx solely by virtue of their
status as Xxxxxx' children.
6.10 The provisions of this Article VI shall survive the termination of this
Agreement.
ARTICLE VII.
TRADE SECRETS AND CONFIDENTIAL INFORMATION
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7.1 Xxxxxx acknowledges and agrees that in the performance of his duties of
employment, he will be brought into frequent contact, either in person, by
telephone or through the mails, with existing and potential clients of the
Company, Grant or their respective subsidiaries. Xxxxxx also agrees that trade
secrets and confidential information of the Company, Grant or their respective
subsidiaries, more fully described in Article 7.2 below, gained by Xxxxxx during
his association with the Company, Grant or their respective subsidiaries, have
been developed by the Company, Grant or their respective subsidiaries through
substantial expenditures of time, effort and money and constitute valuable and
unique property of the Company, Grant or their respective subsidiaries, as the
case may be. Xxxxxx further understands and agrees that the foregoing makes it
necessary for the protection of the business of the Company, Grant and their
respective subsidiaries that Xxxxxx not compete with the Company, Grant or their
respective subsidiaries during his employment and not compete with the Company,
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Grant or their respective subsidiaries for a reasonable period thereafter, as
further provided in this Agreement.
7.2 Xxxxxx will keep in strict confidence, and will not, directly or indirectly,
at any time during his employment or thereafter, disclose, furnish, disseminate,
make available or, except in the course of performing his duties of employment
hereunder, use any trade secrets or confidential business information of the
Company, Grant or their respective subsidiaries or their respective clients,
without limitation as to when or how Xxxxxx may have acquired such information.
Such confidential information shall include, without limitation, the Company's,
Grant's or their respective subsidiaries', client lists, client information,
terms of client contracts, any listing of names, addresses or telephone numbers,
pricing policies, financial statements, projections, marketing plans or
strategies, new business developments or plans, business acquisition plans and
business methods. Xxxxxx specifically acknowledges that all such confidential
information, whether reduced to writing, electronic media of any form, or
maintained in the mind or memory of Xxxxxx and whether compiled by the Company,
Grant or their respective subsidiaries and/or Xxxxxx, derives independent
economic value from not being readily known to or ascertainable by proper means
by others who can obtain economic value from its disclosure or use, that
reasonable efforts have been made by the Company, Grant and their respective
subsidiaries to maintain the secrecy of such information, that such information
is the sole property of the Company, Grant or their respective subsidiaries, as
the case may be, and that any retention and use of such information by Xxxxxx
during his employment with the Company (except in the course of performing his
duties and obligations hereunder) or after the termination of his employment
shall constitute a misappropriation of the Company's, Grant's or their
respective subsidiaries' trade secrets.
7.3 Upon termination of his employment, Xxxxxx will immediately return to the
Company, Grant or any of their respective subsidiaries, in good condition, all
property of the Company, Grant or any of their respective subsidiaries, as the
case may be, including without limitation, the originals and all copies of all
promotional materials, client lists, client information and all other materials
related to the Company's, Grant's or any of their respective subsidiary's
business. In the event that such items are not so returned, the Company and
Grant will have the right to recover such property in addition to the right to
charge Xxxxxx for all damages, costs, attorney's fees and other expenses
incurred in searching for, taking, removing and/or recovering such property.
7.4 The provisions of this Article VII shall survive the termination of this
Agreement.
ARTICLE VIII.
INVENTIONS
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8.1 Xxxxxx hereby assigns and agrees to assign to the Company, its successors,
assigns or nominees, all of his rights to any discoveries, inventions and
improvements, whether patentable or not, made, conceived or suggested, either
solely or jointly with others, by Xxxxxx while in the Company's employ, whether
in the course of his employment with the use of the Company's, Grant's or any of
their respective subsidiary's time, material or facilities or that is in any way
within or related to the existing or contemplated scope of the Company's,
Grant's or any of their respective subsidiary's, business. Any discovery,
invention or improvement relating to any subject matter with which the Company,
Grant or their respective subsidiaries were concerned during Xxxxxx' employment
and made, conceived or suggested by Xxxxxx, either solely or jointly with
others, within
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two years following termination of Xxxxxx' employment under this Agreement or
any successor agreements shall be irrebuttably presumed to have been so made,
conceived or suggested in the course of such employment with the use of the
Company's, Grant's or any of their respective subsidiary's time, materials or
facilities. Upon request by the Company or Grant with respect to any such
discoveries, inventions or improvements, Xxxxxx will execute and deliver to the
Company, at any time during or after his employment, all appropriate documents
for use in applying for, obtaining and maintaining such domestic and foreign
patents as the Company or Grant may desire, and all proper assignments therefor,
when so requested, at the expense of the Company, but without further or
additional consideration.
8.2 The provisions of this Article VIII shall survive the termination of this
Agreement.
ARTICLE IX.
NOTICE
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9.1 Any notice required or permitted to be given hereunder shall be in writing
and may be given by facsimile transmission, mailing by prepaid postage in the
United States or Canadian mails or delivery of the same to such parties at the
following addresses:
If to Xxxxxx: Xxxxxxxx X. Xxxxxx
000 Xxxxxxxx Xxxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Facsimile: (000) 000-0000
If to the Company: Solid State Geophysical Inc.
Attn: Chairman of the Board
0000 Xxxxx Xxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Facsimile: (000) 000-0000
with a copy to: Grant Geophysical, Inc.
Attn: Chairman of the Board
00000 Xxxx Xxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
9.2 Any notice shall be deemed to be delivered on the first business day
following the date on which it was delivered or if mailed, shall be deemed to be
delivered on the third day following the date on which it was mailed, or if
faxed, shall be deemed to be delivered on the date it was faxed.
9.3 Either party may change the address to which notices to it are to be
addressed by notice to the other parties.
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ARTICLE X.
GENERAL
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10.1 The Company and Xxxxxx warrant and represent that they have the power and
authority to enter into this Agreement in the names, titles and capacities
herein stated.
10.2 A waiver by either party of any of the terms and conditions of this
Agreement in any instance shall not be deemed or construed to be a waiver of
such term or condition for the future, or of any subsequent breach thereof, or
of any other term and condition of the Agreement; provided, however, that any
waiver by the Company shall be of no effect whatsoever unless Grant has
consented in writing to such waiver.
10.3 This Agreement constitutes the entire agreement between the parties
respecting the matters contained herein, and there are no representations,
warranties, agreements or commitments between the parties hereto except as set
forth herein. This Agreement may be amended only by an instrument in writing
executed by the undersigned parties; provided, however, that such amendment
shall be of no effect whatsoever unless Grant has consented in writing to such
amendment.
10.4 This Agreement shall be construed in accordance with and governed by the
laws of the State of Delaware, United States of America.
10.5 The Company shall reimburse Xxxxxx or his estate for all reasonable legal
costs, charges, disbursements, fees and expenses actually incurred by him in
respect of independent legal counsel obtained by him solely in connection with
the negotiation and execution of this Agreement, together with an amount equal
to any income taxes by any governmental authority imposed on Xxxxxx solely in
respect of such reimbursement. Notwithstanding anything to the contrary
contained in this Article, the Company shall not be responsible and Xxxxxx shall
not be entitled to reimbursement for any legal costs, charges, disbursements,
fees or expenses whatsoever incurred by Xxxxxx after the Effective Date.
10.6 If any provision of this Agreement, as applied to either party or to any
circumstances, shall be adjudged by a court of competent jurisdiction to be void
or unenforceable, the same shall in no way effect any other provision of this
Agreement or the validity or enforceability of this Agreement.
10.7 Xxxxxx acknowledges and agrees that the remedy at law available to the
Company, Grant or their respective subsidiaries for breach of any of Xxxxxx'
obligations under this Agreement would be inadequate. Xxxxxx therefore agrees
that, in addition to any other rights or remedies that the Company, Grant or
their respective subsidiaries may have at law or in equity, temporary and
permanent injunctive relief may be granted in any proceeding which may be
brought to enforce any provision of this Agreement, without the necessity of
proof of actual damage.
10.8 Xxxxxx expressly acknowledges and agrees that Grant and its subsidiaries
shall be deemed and considered to be third-party beneficiaries of this Agreement
for all purposes.
10.9 Xxxxxx may not assign, transfer or convey this Agreement. This Agreement
and all of the Company's rights and obligations hereunder may be assigned or
transferred by it, in whole but not in part, to and shall be binding upon and
inure to the benefit of Grant or any "successor" of the
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Company but such assignment by the Company shall not relieve it of any of its
obligations hereunder. As used herein, the term "successor" shall mean only any
person, firm, corporation or other business entity which at any time by
reorganization, merger, consolidation, transfer, divestiture or otherwise shall
have acquired all or substantially all of the assets of the Company or to which
the Company shall have transferred all of the assets of the Company or to which
the Company shall have transferred all or substantially all of its assets. Any
such successor shall be deemed to be substituted for all purposes as the
"Company" hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement the day of November
1997.
SOLID STATE GEOPHYSICAL INC.
By: /s/ J. Xxxxxxx Xxxxxx
---------------------------------
Name: J. Xxxxxxx Xxxxxx
Title: Chairman of the Board
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Secretary
/s/ Xxxxxxxx X. Xxxxxx
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XXXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
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Witness
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