Exhibit
10.12


 


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 Barry 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 President of Employer’s Weinman
Geosciences division (the “Division”). The powers, duties and responsibilities
of Employee as President 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 Richard A. Degner, President and Chief Executive
Officer of the Employer.


 

















 


(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.  Notwithstanding
any other provision of this Agreement, Employee may remain as a stockholder,
director and officer of Weinman GeoScience, Inc. (“WGI”) and carry out all
duties attendant thereto, including without limitation winding down the
business and affairs of WGI and causing WGI to comply with its contractual
obligations to Employer and to other parties.


 


(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 Two Hundred Forty Thousand Dollars ($240,000.00) 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


 


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expenses.
Employee will furnish Employer with all invoices and vouchers reflecting
amounts for which Employee seeks Employer’s reimbursement.


 


(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;


 


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


 


(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; or


 


(7)           June 30, 2010, 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 notice from Employer that he is in
material breach of the Agreement, specifying the particulars of such breach; or


 


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(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 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


 


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(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 or on June 30, 2010) 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:


 


(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;


 


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(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;


 


(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,


 


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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, then Employer will, at no greater cost or expense to
Employee than was the case immediately prior to the Date of Termination,  continue to provide such coverage until the
date on which Employee commences receiving Medicare benefits under Parts A, B
and D.  On and after the date on which
Employee commences receiving such Medicare benefits, Employee (and, if
applicable, his spouse and/or dependents) may continue coverage under Employer’s
group medical, dental, health and hospital plan by paying to Employer or its
designee on a monthly basis the full premium cost of coverage.  Employer shall make the coverage provided for
in this subsection available to Employee in a manner that will not result in
taxation of plan benefits or other negative tax consequences to Employee.


 


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


 


10

















 


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:


 


Barry 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.

  	
   

  	
  BARRY
  L. WEINMAN

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Richard
  A. Degner

  	
   

  	
   

  
	
   

  	
  President
  and Chief Executive Officer