0000750813-05-000084 Sample Contracts

SEITEL, INC. FIRST AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 29th, 2005 • Seitel Inc • Oil & gas field exploration services • Delaware

THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made and entered into by and between Seitel, Inc., a Delaware corporation (the "Company"), and Robert D. Monson ("Grantee"), the Chief Executive Officer of the Company, effective as of the grant date shown in Appendix A attached hereto pursuant to the Seitel, Inc. 2004 Stock Option Plan (the "Plan") and amended and restated as of March 22, 2005. The Plan is incorporated by reference herein in its entirety. Capitalized terms not otherwise defined in this Agreement shall have the meaning given such terms as defined in the Plan.

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FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2005 • Seitel Inc • Oil & gas field exploration services • Texas

AGREEMENT made and entered into as of December 15, 2004, and amended and restated as of March 22, 2005, by and between SEITEL INC., a Delaware corporation (together with its successors and assigns, the "Company"), and Robert D. Monson (the "Executive").

RETENTION AND CHANGE OF CONTROL AGREEMENT
Retention and Change of Control Agreement • March 29th, 2005 • Seitel Inc • Oil & gas field exploration services • Texas

This Retention and Change of Control Agreement ("Agreement") is made and entered into as of January 1, 2004 by and between Seitel, Inc., a Delaware corporation (the "Company'), and Larry Lenig (the "Executive").

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