Exhibit 10.13


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”) is made and entered into by and
between Global Geophysical Services, Inc. (hereinafter referred to as “Employer”),
and Jane L. Weinman, an individual currently resident in Collin County, Texas
(hereinafter referred to as “Employee”), effective as of June 5,
2008 (the “Effective Date”).


 


WITNESSETH:


 


WHEREAS,
attendant to Employee’s employment by Employer, Employer and Employee wish for
there to be a complete understanding and agreement between Employer and
Employee with respect, to, among other terms, Employee’s duties and
responsibilities to Employer; the compensation and benefits owed to Employee;
the fiduciary duties owed by Employee to Employer; Employee’s obligation to avoid
conflicts of interest, disclose pertinent information to Employer, and refrain
from using or disclosing Employer’s information; and the term of Employee’s
employment;


 


WHEREAS,
Employer considers the establishment and maintenance of a sound and vital management
to be essential to protecting and enhancing its best interests and the best
interests of Employer and its shareholders;


 


WHEREAS,
Employer recognizes that the possibility of a change in control of Employer may
exist and that such possibility, and the uncertainty and questions which it may
raise among management, may result in the departure or distraction of
management personnel to the detriment of Employer and its shareholders;


 


WHEREAS,
Employer has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of Employer’s
management, including Employee, to their assigned duties without distraction in
the face of the potentially disturbing circumstances arising from the
possibility of a change in control of Employer;


 


WHEREAS,
Employer recognizes that Employee could suffer adverse financial and
professional consequences if a change in control of Employer were to occur;


 


WHEREAS,
Employer and Employee wish to enter into this Agreement to, among other things,
protect Employee if a change in control of Employer occurs, thereby encouraging
Employee to remain in the employ of Employer and not to be distracted from the
performance of his duties to Employer by the possibility of a change in control
of Employer;


 


NOW,
THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Employer and Employee agree as follows:


 


Section 1.               General
Duties of Employer and Employee.


 


(a)                                  Employer agrees to employ Employee and Employee agrees to
accept employment by Employer and to serve in an executive capacity as
Controller of Employer’s Weinman Geosciences division (the “Division”).
The powers, duties and responsibilities of Employee as Controller of the
Division include those duties that are specified in Employer’s Bylaws and the
usual and customary powers, duties and responsibilities of such office.
Employee also agrees to serve in an executive capacity with any subsidiary of
Employer as may be identified by Employer. Employee shall report to Barry L.
Weinman, President of the Division.


 





















 


(b)                                 While employed hereunder, Employee will devote substantially
all reasonable and necessary time, efforts, skills and attention for the
benefit of and with his primary attention to the affairs of Employer in order
that he may faithfully perform his duties and obligations. The preceding
sentence will not, however, be deemed to restrict Employee from attending to
matters or engaging in activities not directly related to the business of
Employer, provided that (i) such activities or matters are reasonable in
scope and time commitment and not otherwise in violation of this Agreement, and
(ii) Employee will not become a director of any corporation or other
entity (excluding charitable or other non-profit organizations) without prior
written disclosure to, and consent of, Employer.


 


(c)                                  Employee shall be based at the offices of the Division
located in Dallas, Texas (the “Place of Employment”).


 


(d)                                 Employee agrees and acknowledges that during the term of
this Agreement, he owes a fiduciary duty of loyalty, fidelity and allegiance to
act at all times in the best interests of Employer and to do no act knowingly
which would injure Employer’s business, its interests or its reputation.


 


Section 2.               Compensation and Benefits.


 


(a)                                  Employer will pay to Employee during the term of this
Agreement a Base Salary at the rate of One Hundred Thousand Dollars
($100,000.00) per year (such Base Salary as increased by Employer as
hereinafter provided is referred to herein as the “Base Salary”).
Employer will review the Base Salary from time to time and, during the term of
this Agreement, may increase, but may not decrease, the Base Salary. The Base
Salary will be paid to Employee in equal installments every two weeks or on
such other schedule as Employer may generally establish from time to time for
its employees.


 


(b)                                 During each applicable fiscal period during the term of this
Agreement, Employee shall receive a bonus to the extent payable in accordance
with the terms and conditions of whatever incentive or bonus plan Employer
establishes for its executives.


 


(c)                                  Employee will be eligible for option grants to purchase
Employer’s common stock or other equity securities of Employer (“Shares”)
as provided under any stock option plans generally available to Employer’s
employees (or other replacement incentive or stock option plans Employer
establishes for its key executives). In addition, in the event of a Change in
Control (as defined in Section 6(c)), each option to acquire Shares or
other equity securities of Employer held by Employee immediately prior to such
a Change in Control shall become fully exercisable, regardless of whether or not
the vesting conditions set forth in the relevant stock option agreement have
been satisfied in full, and all restrictions on any restricted Shares granted
to Employee prior to such Change in Control shall be removed and such Shares
shall be freely transferable (subject to applicable securities laws),
regardless of whether the conditions set forth in the relevant restricted stock
agreements have been satisfied in full.


 


(d)                                 Employee will be entitled to paid vacation of not less than
four (4) weeks each year. Vacation may be taken by Employee at the time
and for such periods as may be mutually agreed upon between Employer and
Employee.


 


(e)                                  Employee will be reimbursed in accordance with Employer’s
normal expense reimbursement policy for all of the actual and reasonable costs
and expenses incurred by him in the performance of his services and duties
hereunder, including, but not limited to, travel and entertainment expenses.
Employee will furnish Employer with all invoices and vouchers reflecting
amounts for which Employee seeks Employer’s reimbursement.


 


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(f)                                    Employee will be entitled to participate in all insurance
and retirement plans, incentive compensation plans and such other benefit plans
or programs as may be in effect from time to time for the executives of
Employer including, without limitation, those related to savings and thrift,
retirement, welfare, medical, dental, disability, salary continuance,
accidental death, travel accident, life insurance, incentive bonus, membership
in business and professional organizations, and reimbursement of business and
entertainment expenses.


 


(g)                                 All Base Salary, bonus and other payments made by Employer
to Employee pursuant to this Agreement will be subject to such payroll and
withholding deductions as may be required by law and other deductions applied
generally to employees of Employer for insurance and other employee benefit
plans in which Employee participates.


 


Section 3.               Fiduciary Duty; Confidentiality.


 


(a)                                  In keeping with Employee’s fiduciary duties to Employer,
Employee agrees that he will not knowingly take any action that would create a
conflict of interest with Employer, or upon discovery thereof, allow such a
conflict to continue. In the event that Employee discovers that such a conflict
exists, Employee agrees that he will disclose to Employer any facts which might
involve a conflict of interest that has not been approved by Employer.


 


(b)                                 As part of Employee’s fiduciary duties to Employer, Employee
agrees to protect and safeguard Employer’s information, ideas, concepts,
improvements, discoveries, and inventions and any proprietary, confidential
information relating to Employer or its business (collectively, “Confidential
Information”) and, except as may be required by Employer, Employee will not
knowingly, either during his employment by Employer or thereafter, directly or
indirectly, use for his own benefit or for the benefit of another, or disclose
to another, any Confidential Information, except (i) with the prior
written consent of Employer; (ii) in the course of the proper performance
of Employee’s duties under this Agreement; (iii) for information that
becomes generally available to the public other than as a result of the
unauthorized disclosure by Employee; (iv) for information that becomes
available to Employee on a non-confidential basis from a source other than
Employer or its affiliated companies and subsidiaries who is not bound by a
duty of confidentiality to Employer; or (v) as may be required by any
applicable law, rule, regulation, order or securities exchange.


 


(c)                                  Upon termination of his employment with Employer, Employee
will immediately deliver to Employer all documents in Employee’s possession or
under his control which embody any Confidential Information.


 


Section 4.               Term.


 


The
 term of this Agreement begins on the Effective Date and continues until
Employee’s employment is terminated in accordance with Section 5.


 


Section 5.               Termination.


 


(a)                                  Employee’s employment with Employer hereunder will terminate
upon the first to occur of the following:


 


(1)           The
death or Disability (as defined in Section 5(b) hereof) of Employee;


 


(2)           Employer
terminates such employment for Cause (as defined in Section 5(c) hereof);


 


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(3)           Employee
terminates such employment for Good Reason (as defined in Section 5(d) hereof);


 


(4)           Employer
terminates such employment for any reason other than Cause or for no reason at
all;


 


(5)           Employee
terminates such employment for any reason other than Good Reason or for no
reason at all;


 


(6)           Employee’s
sixty-fifth (65) birthday, at which time Employee will continue to be
employed by Employer as an employee at will;


 


(7)           June 30,
2010, at which time Employee will continue to be employed by Employer as an
employee at will; or


 


(8)           the
date of the closing of a firmly underwritten public offering of the Employer’s
common stock pursuant to an effective registration statement under the
Securities Act of 1933, as amended, as long as following such offering the
shares of Common Stock are listed on NASDAQ, any United States national
securities exchange or the London Stock Exchange (an “IPO”), at which time
Employee will continue to be employed by Employer as an employee at will.


 


(b)                                 As used in this Agreement, “Disability” means
permanent and total disability (within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended (the “Code”), or any
successor provision) which has existed for at least 180 consecutive days,
determined as follows. “Disabled” and other variants shall be construed
accordingly.  Employee shall be
considered Disabled or to have a Disability if he is approved to receive
benefits under any long-term disability insurance policy maintained by Employer
covering Employee; or, if there is no such policy covering Employee, then upon
certification to Employer by a physician approved by Employer and Employee that
Employee satisfies the above definition of Disability and is so mentally or
physically Disabled as to be, in all likelihood, permanently incapable of
performing the duties of the employment position with Employer which he or she
occupied immediately before the occurrence of the disorder giving rise to his
Disability, or, in the alternative, upon the certification by the physician
that the Disabled Employee has refused after reasonable request and reasonable
opportunity to submit to examination by the physician.


 


(c)                                  As used in this Agreement, “Cause” means:


 


(1)           Employee’s
willful and continued failure to substantially perform his obligations under
this Agreement (other than any such failure resulting from his Disability or a
condition later determined to constitute or give rise to a Disability) after a
written demand for substantial performance has been delivered to him by
Employer which specifically identifies the manner in which Employer believes
Employee has not substantially performed such provisions and Employee has
failed to remedy the situation within ten (10) days after his receipt of
such written demand;


 


(2)           Employee’s
willfully engaging in conduct materially and demonstrably injurious to the
property or business of Employer, including without limitation, fraud,
misappropriation of funds or other property of Employer, other willful
misconduct, gross negligence or conviction of a felony or any crime of moral
turpitude;


 


(3)           Employee’s
material breach of this Agreement which breach has not been remedied by
Employee within ten (10) days after receipt by Employee of written


 


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notice
from Employer that he is in material breach of the Agreement, specifying the
particulars of such breach; or


 


(4)           Employee’s
being enjoined from serving as a director of officer or companies that have any
class of securities registered under the Securities Act of 1933 or that file
periodic reports under the Securities Exchange Act of 1934.


 


For
purposes of this Agreement, no act, or failure to act, on the part of Employee
shall be deemed “willful” or engaged in “willfully” if it was due primarily to
an error in judgment or negligence, but shall be deemed “willful” or engaged in
“willfully” only if done, or omitted to be done, by Employee (i) not in
good faith and (ii) absent a reasonable belief that his action or omission
was in the best interest of Employer.


 


Notwithstanding
the foregoing, Employee shall not be deemed to have been terminated as a result
of Cause hereunder unless and until there shall have been delivered to Employee
a copy of a resolution duly adopted by Employer’s Board of Directors (the “Board”)
at a meeting of the Board called and held for such purpose (after notice to
Employee as provided in the Bylaws of Employer with respect to notice to
Directors of Board meetings and an opportunity for Employee, together with his
counsel, to be heard before the Board), finding that, in the good faith opinion
of the members of the Board voting in favor of such resolution, that Employee
has committed an act set forth above in this Section 5(c) and
specifying the particulars thereof in detail. Nothing herein shall limit the
right of Employee or his legal representatives to contest the validity or
propriety of any such determination.


 


(d)                                 As used in this Agreement, “Good Reason” means:


 


(1)           Employer’s
failure to comply with any of the provisions of Section 2 of this
Agreement (including, but not limited to, such a failure resulting from any
reduction in the Base Salary) which failure is not remedied within ten (10) days
after receipt of written notice from Employee specifying the particulars of
such breach;


 


(2)           Employer’s
breach of any other material provision of this Agreement which is not remedied
within ten (10) days after receipt by Employer of written notice from
Employee specifying the particulars of such breach;


 


(3)           the
assignment to, or removal from, Employee of duties such that his duties are
materially inconsistent with Employee’s position (including status, offices,
titles, and reporting requirements), duties, functions, responsibilities, or
authority as contemplated by Section 1 of this Agreement or other action
by Employer that results in a diminution (other than an isolated,
inconsequential or insubstantial diminution which is remedied by Employer
promptly after receipt of written notice thereof given by Employee) in such
position, duties, functions, responsibilities or authority; or


 


(4)           the
relocation of Employee’s principal place of performance of his duties and
responsibilities under this Agreement to a location more than fifty miles
(50) miles from the Place of Employment;


 


(5)           after
or in connection with a Change in Control (as defined in Section 6(c) hereof),
(i) Employer’s failure to continue in effect any benefit or compensation
plan (including, but not limited to, bonus, incentive, retirement, supplemental
executive retirement, savings, profit sharing, pension, performance, stock option,
stock purchase, deferred compensation, life insurance, medical, dental, health,
hospital, accident or disability plans) in which Employee is participating at
the time of


 


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such
Change in Control (or plans providing to Employee, in the aggregate,
substantially similar benefits as the benefits enjoyed by Employee under the
benefit and compensation plans in which Employee is participating at the time
of such Change in Control), or (ii) the taking of any action by Employer
that would adversely affect Employee’s participation in or materially reduce
Employee’s benefits under any of such plans or deprive Employee of any material
fringe benefit enjoyed by Employee at the time of such Change in Control;
provided, however, that Good Reason shall not exist pursuant to this Section 5(d)(5) unless
Employee has provided notice to Employer specifically describing the basis for
the Employee’s determination that Good Reason exists pursuant to this Section 5(d)(5) and
the Employer fails to eliminate the circumstance(s) otherwise giving rise
to Good Reason within 10 days after receipt of such notice;


 


(6)           any
failure by Employer to comply with Section 9(c); or


 


(7)           any
purported termination of Employee’s employment by Employer which is not
effected pursuant to a Notice of Termination satisfying the requirements of Section 5(e) hereof
(and for purposes of this Agreement, no such purported termination shall be
effective).


 


(e)                                  Any termination by Employer or Employee of Employee’s
employment with Employer (other than any such termination occurring on Employee’s
sixty-fifth (65th)
birthday, on June 30, 2010 or on the date of the closing of an IPO) shall
be communicated by written notice (a “Notice of Termination”) to the
other party that shall:


 


(1)           indicate
the specific provision of this Agreement relied upon for such termination;


 


(2)           indicate
the specific provision of this Agreement pursuant to which Employee is to
receive compensation and other benefits as a result of such termination; and


 


(3)           otherwise
comply with the provisions of this Section 5(e) and Section 11(a).


 


If
a Notice of Termination states that Employee’s employment with Employer has
been terminated as a result of Employee’s Disability, the notice shall (i) specifically
describe the basis for the determination of Employee’s Disability, and (ii) state
the date of the determination of Employee’s Disability, which date shall be not
more than ten (10) days before the date such notice is given. If the
notice is from Employer and states that Employee’s employment with Employer is
terminated by Employer as a result of the occurrence of Cause, the Notice of
Termination shall specifically describe the action or inaction of Employee that
Employer believes constitutes Cause and shall be accompanied by a copy of the
resolution satisfying Section 5(c). If the Notice of Termination is from
Employee and states that Employee’s employment with Employer is terminated by
Employee as a result of the occurrence of Good Reason, the Notice of
Termination shall specifically describe the action or inaction of Employer that
Employee believes constitutes Good Reason. Any purported termination by
Employer of Employee’s employment with Employer shall be ineffective unless
such termination shall have been communicated by Employer to Employee by a
Notice of Termination that meets the requirements of this Section 5(e) and
the provisions of Section 11(a).


 


(f)                                    As used in this Agreement, “Date of Termination”
means:


 


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(1)           if
Employee’s employment with Employer is terminated for Disability, sixty
(60) days after Notice of Termination is received by Employee or any later
date specified therein, provided that within such sixty (60) day period
Employee shall not have returned to full-time performance of Employee’s duties;


 


(2)           if
Employee’s employment with Employer is terminated as a result of Employee’s
death, the date of death of Employee;


 


(3)           if
Employee’s employment with Employer is terminated for Cause, the date that
Notice of Termination, accompanied by a copy of the resolution satisfying Section 5(c),
is received by Employee or any later date specified therein, provided that
Employer may, in its discretion, condition Employee’s continued employment upon
such considerations or requirements as may be reasonable under the
circumstances and place a reasonable limitation upon the time within which
Employee will comply with such considerations or requirements;


 


(4)           if
Employee’s employment with Employer is terminated upon the occurrence of
Employee’s sixty-fifth (65th) birthday, the date of such birthday, at which
time Employee will continue to be employed by Employer as an employee at will;
or


 


(5)           if
Employee’s employment with Employer is terminated by either Employer or
Employee for any reason other than Employee’s Disability, Employee’s death, the
occurrence of Employee’s sixty-fifth (65th) birthday, or Cause, or if Employee’s employment is
terminated for no reason as set out in Section 5(a)(4), the date that is
fourteen (14) days after the date of receipt of the Notice of Termination.


 


Section 6.               Effect of Termination.


 


(a)                                  Upon termination of Employee’s employment by Employer for
Cause, by Employee for no reason or any reason other than Good Reason, due to
the death of Employee or upon termination by Employer due to the Disability of
Employee, all compensation and benefits will cease upon the Date of Termination
other than: (i) those benefits that are provided by retirement and benefit
plans and programs specifically adopted and approved by Employer for Employee
that are earned and vested by the Date of Termination, (ii) as provided in
Section 8, (iii) Employee’s Base Salary through the Date of
Termination; (iv) any incentive compensation due Employee if, under the
terms of the relevant incentive compensation arrangement, such incentive
compensation was due and payable to Employee on or before the Date of
Termination; and (v) medical and similar benefits the continuation of
which is required by applicable law or provided by the applicable benefit plan.


 


(b)                                 If Employee’s employment with Employer is terminated (i) by
Employer for no reason or for any reason other than Cause, the death or
Disability of Employee, or Employee’s reaching his sixth-fifth (65th) birthday,
or (ii) by Employee for Good Reason, the obligations of Employer and
Employee under Sections 1 and 2 will terminate as of the Date of Termination,
and Employer will pay or provide to Employee the following:


 


(1)           The
portion of Employee’s Base Salary due and payable through the Date of
Termination;


 


(2)           Incentive
compensation due Employee if, under the terms of the relevant incentive
compensation arrangement, such incentive compensation was due and payable to
Employee on or before the Date of Termination;


 


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(3)           All
Shares granted or awarded to Employee prior to the Date of Termination shall
immediately vest in Employee, and, notwithstanding anything to the contrary
provided in any granting instrument, agreement, or contract entered into prior
to the Effective Date, any and all rights of Employer to repurchase Shares at
their par value or original issuance price shall terminate and be of no further
force and effect. However, nothing in this Agreement shall affect any right of
Employer to purchase Employee’s Shares pursuant to any right of first refusal
or similar right created by any contract to which Employee is a party; and


 


(4)           If
immediately prior to the Date of Termination Employee (and, if applicable, his
spouse and/or dependents) was covered under Employer’s group medical, dental,
health and hospital plan in effect at-such time, and provided that Employee has
timely elected under COBRA to continue coverage under such plan, then Employer
will, at no greater cost or expense to Employee than was the case immediately
prior to the Date of Termination, maintain such continued coverage in full
force and effect for eighteen (18) months after the Date of Termination.


 


Except
as otherwise provided above and in Section 8, all other compensation and
benefits will cease upon the Date of Termination other than the following: (i) those
benefits that are provided by retirement and benefit plans and programs
specifically adopted and approved by Employer for Employee that are earned and
vested by the Date of Termination, (ii) any rights Employee or his
survivors may have under any grants of options to purchase Shares or under any
grants of restricted stock of Employer; and (iii) medical and similar
benefits the continuation of which is required by applicable law or as provided
by the applicable benefit plan.


 


As
a condition to making the payments and providing the benefits specified in this
Section 6(b) (excluding those payments provided for in Section 6(b)(1) and
6(b)(2)), Employee must execute a release of all claims Employee may have
against Employer at the time of Employee’s termination. Such release will be in
substantially the same form as Exhibit A attached hereto.


 


(c)                                  For purposes of this Agreement, a “Change in Control”
shall mean the occurrence of any of the following after the Effective Date:


 


(1)           the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended from time to
time (the “Exchange Act”), or any successor statute) (a “Covered
Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of either (i) the then
outstanding Shares (the “Outstanding Company Shares”), or (ii) the
combined voting power of the then outstanding voting securities of Employer
entitled to vote generally (the “Outstanding Company Voting Securities”);
provided, however, that for
purposes of this Section 6(c)(1), the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly from
Employer, (ii) any acquisition by Employer, or (iii) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by
Employer or any entity controlled by Employer;


 


(2)           individuals
who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the Effective Date whose election,
or nomination for election by Employer’s shareholders, was approved by a vote
of at least two-thirds of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding in any event any such individual whose initial assumption
of office


 


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occurs
as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Covered Person other than the Board;


 


(3)           consummation
of (xx) a reorganization, merger, amalgamation, consolidation, sale or
other form of business combination of Employer, or (yy) a sale, lease,
exchange, disposition or other transfer of all or substantially all of the
assets of Employer (a “Business Combination”), in each case, unless, following
such Business Combination, (i) the individuals and entities who were the
beneficial owners of the Outstanding Company Shares and Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 75% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally, as the case may be,
of the corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns Employer
or all or substantially all of Employer’s assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company
Shares and Outstanding Company Voting Securities, as the case may be, and (ii) no
Covered Person (excluding any employee benefit plan (or related trust) of
Employer or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 25% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding
voting securities of such corporation; or


 


(4)           approval
by the shareholders of Employer of a complete liquidation or dissolution of
Employer.


 


Section 7.               No Obligation to Mitigate: No Rights of Offset.


 


(a)                                  Notwithstanding anything herein to the contrary, Employee
shall not be required to mitigate the amount of any payment or other benefit
required to be paid to Employee pursuant to this Agreement, whether by seeking
other employment or otherwise, nor shall the amount of any such payment or
other benefit be reduced on account of any compensation earned by Employee as a
result of employment by another person.


 


(b)                                 Employer’s obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any setoff, counterclaim, recoupment, defense or other claim, right
or action which Employer may have against Employee or others.


 


Section 8.               No Effect on Other Rights.


 


Nothing
in this Agreement shall prevent or limit Employee’s continuing or future
participation in any plan, program, policy or practice of or provided by
Employer or any of its affiliates and subsidiaries and for which Employee may
qualify, nor shall anything herein limit or otherwise adversely affect such rights
as Employee may have under any stock option or other agreements with Employer
or any of its affiliates and subsidiaries. Amounts which are vested benefits or
which Employee is otherwise entitled to receive under any plan, program, policy
or practice of or provided by, or any other contract or agreement with,
Employer or any of its affiliates and subsidiaries at or subsequent to the Date
of Termination shall be payable or otherwise provided in accordance with such
plan, program, policy or practice or contract or agreement except as explicitly
modified by this Agreement.


 


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Section 9.               Successors; Binding Agreement.


 


(a)                                  This Agreement is personal to Employee and without the prior
written consent of Employer shall not be assignable by Employee otherwise than
by will or the laws of descent and distribution. This Agreement shall inure to
the benefit of and be enforceable by Employee’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.


 


(b)                                 This Agreement shall inure to the benefit of and be binding
upon Employer and its successors and assigns.


 


(c)                                  Employer will require any successor (whether direct or
indirect, by purchase, merger, amalgamation, consolidation or otherwise) to all
or substantially all of the business and/or assets of Employer to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that Employer would be required to perform it if no such succession had
taken place. As used in this Agreement, “Employer” shall mean Employer
as hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by execution and
delivery of the agreement provided for in this Section 9(c) or which
otherwise becomes bound by the terms and provisions of this Agreement by
operation of law or otherwise.


 


Section 10.             Non-Solicitation; No Hire.


 


(a)                                  Employee agrees that, effective as of the Effective Date and
for a period that includes the term of this Agreement and twelve
(12) months thereafter, Employee will not, either directly or indirectly, (i) make
known to any person, firm or entity that is in competition with the Business of
Employer or any of its subsidiaries or affiliates the names and addresses of
any of the suppliers or customers of Employer or any of its subsidiaries or
affiliates, potential customers of Employer or any of its subsidiaries or
affiliates upon whom Employer or any of its subsidiaries or affiliates has
called upon in the last twelve (12) months or contacts of Employer or any
of its subsidiaries or affiliates or any other information pertaining to such
persons, or (ii) call on, solicit, or take away, or attempt to call on,
solicit or take away any of the suppliers or customers of Employer or any of
its subsidiaries or affiliates, whether for Employee or for any other person,
firm or entity.


 


(b)                                 Regardless of the reason for any termination of Employee’s
employment, effective as of the Effective Date and for a period that includes
the term of this Agreement and twelve (12) months thereafter, Employee
will not, either on his own account or for any other person, firm, partnership,
corporation, or other entity (i) solicit any employee of Employer or any
of its subsidiaries or affiliates to leave such employment; or (ii) induce
or attempt to induce any such employee to breach her or his employment
agreement with Employer or any of its subsidiaries or affiliates.


 


(c)                                  As used in this Agreement, “Business” means the
business of acquiring, processing and/or interpreting geophysical data and/or
producing and/or conducting geophysical surveys, including, but not limited to,
(x) the business of surface seismic acquisition and/or surface seismic
data processing and/or interpretation for the purpose of providing and/or
interpreting seismic images of the subsurface of the earth, and (y) the
following activities and services: (i) all forms of surface land, marine,
ocean bottom cable and transition zone seismic data acquisition; (ii) all
forms of surface seismic data processing, including the processing of two,
three and/or four dimensional vertical seismic profiling; (iii) recording
of data from wellbore seismic arrays performed during simultaneous acquisition
of surface two, three and/or four dimensional data; (iv) trenched in,
buried near surface or seabed permanent array installation and acquisition; (v) surface
seismic acquisition, processing, interpretation and/or sales, in each case, of
multi-client surveys; (vi) maintenance of surface seismic data processing
centers, including licensing and support of surface seismic processing
software; (vii) equipment design and manufacture for surface seismic
acquisition, processing and interpretation; (viii) research and
development programs for


 


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any of the items described in this Section 10(c) and
seismically-assisted reservoir solutions, including software relating thereto; (ix) surface
seismic data management services; (x) interpretation activities related to
or in support of acquisition and processing activities described in this Section 10(c);
(xi) borehole seismic acquisition and installation and acquisition of data
from wellbore seismic arrays; (xii) reservoir management;
(xiii) commercial seismically-assisted reservoir solutions; and
(xiv) non-seismic data management and non-seismic dynamic reservoir
characterization and performance prediction.


 


Section 11.             Miscellaneous.


 


(a)                                  All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith will be in writing
and will be delivered by hand or by registered or certified mail, return
receipt requested to the addresses set forth below in this Section 11(a):


 


If to Employer, to:


 


Global Geophysical Services, Inc.

Attention: President

3535 Briarpark Drive, Suite 200


Houston, Texas 77042

Fax: (713) 972-1008


 


If to Employee, to:


 


Jane L. Weinman


5024 Silver Lake Drive


Plano, TX  75093


 


or to such other names or addresses
as Employer or Employee, as the case may be, designate by notice to the other
party hereto in the manner specified in this Section.


 


(b)                                 This Agreement (including the Exhibits attached hereto)
supersedes, replaces and merges all previous agreements and discussions
relating to the same or similar subject matters between Employee and Employer
or any of its subsidiaries or affiliates and constitutes the entire agreement
between Employee and Employer or any of its subsidiaries or affiliates with
respect to the subject matter of this Agreement. This Agreement may not be
modified in any respect by any verbal statement, representation or agreement
made by any employee, officer, or representative of Employer or by any written
agreement unless signed by an officer of Employer who is expressly authorized
by Employer to execute such document and by the Employee.


 


(c)                                  If any provision of this Agreement or application thereof to
anyone or under any circumstances should be determined to be invalid or
unenforceable, such invalidity or unenforceability will not affect any other
provisions or applications of this Agreement which can be given effect without
the invalid or unenforceable provision or application. In addition, if any
provision of this Agreement is held by an arbitration panel or a court of
competent jurisdiction to be invalid, unenforceable, unreasonable, unduly
restrictive or overly broad, the parties intend that such arbitration panel or
court modify said provision so as to render it valid, enforceable, reasonable
and not unduly restrictive or overly broad.


 


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(d)                                 The internal laws of the State of Texas will govern the
interpretation, validity, enforcement and effect of this Agreement without
regard to the place of execution or the place for performance thereof.


 


Section 12.             Arbitration.


 


(a)                                  Any and all disputes or disagreements concerning the
interpretation or application of this Agreement, or the validity thereof shall
be finally resolved by arbitration in accordance with the then current CPR Rules for
Non-Administered Arbitration by a sole arbitrator. The arbitration shall be
governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment
upon the award rendered by the arbitrator may be entered by any court having
jurisdiction thereof. Unless otherwise expressly agreed in writing by the
parties to the arbitration proceedings:


 


(1)           The
arbitration proceedings shall be held in Dallas, Texas;


 


(2)           Any
procedural issues not determined under the arbitral rules selected
pursuant to this Agreement shall be determined by the law of the place of
arbitration, other than those laws which would refer the matter to another
jurisdiction;


 


(3)           The
costs of the arbitral proceedings (including attorneys’ fees and costs) shall
be borne in the manner determined by the arbitrator;


 


(4)           The
decision of the arbitrator shall be reduced to writing and presented with
detailed reasons; final and binding without the right of appeal; the sole and
exclusive remedy regarding any claims, counterclaims, issues, or accounting
presented to the arbitrator; made and promptly paid in U.S. dollars free of any
deduction or offset; and any costs or fees incident to enforcing the award,
shall, to the maximum extent permitted by law, be charged against the Party
resisting such enforcement;


 


(5)           The
arbitrator is not empowered to award damages in excess of compensatory damages
and each Party expressly waives and foregoes any right to punitive, exemplary
or similar damages unless a statute requires that compensatory damages be
increased in a specified manner; and


 


(6)           The
award shall include interest from the date of any breach or violation of this
Agreement, as determined by the arbitral award, and from the date of the award
until paid in full, at a rate of interest to be determined by the arbitrator.


 


(b)                                 Notwithstanding the provisions of Section 12(a),
Employer may, if it so chooses, bring an action in any court of competent
jurisdiction for injunctive relief to enforce Employee’s obligations under
Sections 3(b), 3(c) or 10 hereof.


 


(SIGNATURES ON FOLLOWING PAGE)


 


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IN
WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
this Agreement as to be effective as of the Effective Date.


 


	
  EMPLOYER:

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL GEOPHYSICAL SERVICES, INC.

  	
   

  	
  JANE L. WEINMAN

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Richard A. Degner

  	
   

  	
   

  
	
   

  	
  President and Chief Executive Officer