Exhibit 10.11


 


TRANSITION AGREEMENT


 


This Transition Agreement (the “Agreement”) is made
and entered into as of July 2, 2008 (the “Effective Date”) by and between
Global Geophysical Services, Inc. (“GGS” or the “Company”) and Craig A.
Lindberg (“Executive”).


 


RECITALS


 


Prior
to the Effective Date of this Agreement, the Executive has served as the Senior
Vice President and Chief Financial Officer of the Company.


 


The Executive and Company desire to enter into this
Agreement so that Executive will continue to serve as a Senior Vice President
of the Company and transition into the position of Chief Executive Officer and
President of AutoSeis Inc., subject to the terms and conditions of this
Agreement.  The Company and the Executive
recognize that AutoSeis Inc. is in a developmental stage and will rapidly
expand in scope and complexity in the next year.  The Company and the Executive also recognize
that this opportunity will allow Executive to build and manage the AutoSeis Inc.
business while ensuing that this technology is delivered rapidly and
effectively, consistent with GGS’s rapid growth and global expansion.


 


The parties agree that Executive’s service as Chief
Financial Officer of GGS terminates as of the Effective Date, and the Company
desires to avail itself of the experience, sources of information, advice and
assistance available to or possessed by Executive and to, in turn, have
Executive continue to serve as a Senior Vice President of the Company and
transition to the position of Chief Executive Officer and President of AutoSeis
Inc., a seismic technology company wholly owned by GGS.  Additionally, to ease the transition process,
Executive will provide support and consultation to the incoming Chief Financial
Officer of the Company.


 


Notwithstanding the provisions of the Transition
Agreement, Executive shall not be entitled to any salary, other form of
compensation perquisites or other benefits after the Effective Date, except as
specifically provided for herein.


 


AGREEMENT TERMS—

MEMBERSHIP ON THE BOARD OF DIRECTORS


 


I.           Effect of this Agreement on Directorship.  This Agreement has no effect on Executive’s
position as a Member of the Company’s Board of Directors.  The Executive, however, acknowledges and
agrees that nothing in his continued service as a Director shall affect his
obligations to the Company and the GGS Releasees (defined below) under this
Agreement.  If Executive, in his
continued service as Member of the Board, cannot comply with his obligations
under this Agreement for whatever reason, Executive agrees to immediately
resign from his position as a Member of the Board and fully comply with all
terms and obligations of this Agreement.


 


II.          Right to Customary Director Benefits.  The Executive, in his continued service as a
Member of the Board, shall be entitled to the benefits, if any, customarily
provided to Directors of the Company who are also employees.


 

















 


AGREEMENT TERMS—PRESIDENTIAL DUTIES


 


III.        Salary
Increase.  The
Executive shall receive an increase to his current salary so that his new salary
will be $16,000.00 per month, minus lawful withholdings and taxes.


 


IV.        No effect on Benefits.  This Agreement shall have no effect on the
benefits currently provided to Executive as a Senior Vice President of the
Company.  The Executive shall continue to
remain eligible for bonuses, incentives, stock options and other benefits
available to senior management of the Company from time to time, all in
accordance with plans and policies adopted or granted by the Board.


 


VI.        No effect on Stock.  This Agreement shall have no effect on the
Company’s capital stock or options currently owned by Executive.


 


V.         Executive’s Standard
of Care.  Subject to the other
provisions of this Agreement, Executive shall provide his services under this
Agreement with the same degree of care, skill and prudence that would be
customarily exercised for what he reasonably believes to be in the best
interests of the Company.


 


VI.        Confidentiality.  The Executive acknowledges and agrees that
all Confidential Information (defined in Section XIII of this Agreement)
concerning the Company that was previously provided in the course of employment
with the Company and Confidential Information that will be provided to him at
the inception of this Agreement, and continuing on an ongoing basis during his
employment as President of AutoSeis Inc. is and will continue to be the
exclusive property of the Company.  The
Executive agrees to keep all Confidential Information in strict confidence, not
disclosing any Confidential Information to any third person except (i) as
consented to in writing by the CEO of the Company, (ii) as required by law
or judicial or regulatory process; or (iii) pursuant and subject to his
obligations as a Director of GGS; provided, however, that Executive shall not
be obligated to keep in confidence any information which has become generally
available to the public without any breach by Executive of this
Section VI.  If requested by the
Company, Executive will obtain from any third party to whom he discloses any
Confidential Information the written agreement (in form and substance
satisfactory to the Company in its sole discretion) of such third party to keep
such information confidential.  The
Executive agrees to continue to abide by GGS policies regarding confidentiality
and Section XIII of this Agreement.


 


VII.         Protective
Covenants.  The Company
agrees to provide Executive with Confidential Information, which Executive has
not had access to or knowledge of before the execution of this Agreement.  The Executive agrees that to protect the
Company’s Confidential Information, it is necessary to enter into the following
restrictive covenants, which are ancillary to the enforceable promises between
the Company and Executive in Section VI of this Agreement:


 


A.            Non-Solicitation.  The Executive agrees that during (A) his
employment with the Company, and (B) for a one-year period from the date
of the termination of his employment (the “Restricted Period”) for any reason,
Executive will not, directly or indirectly, either individually or as a
principal, partner, agent, consultant, contractor, employee, or as a director
or officer of 


 


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any corporation or
association, or in any other manner or capacity whatsoever, except on behalf of
the Company, solicit business, or attempt to solicit business, in products or
services competitive with products or services sold by the Company, from any
customer or client, or prospective customer or client, with whom Executive had
contact or solicited during the (24) months immediately prior to Executive’s
termination of employment with the Company.


 


B.            Non-Competition.  The Executive also agrees that during the
Restricted Period, Executive will not within any of the markets in which the
Company performs services or has formulated a plan to sell its services,
without the prior written consent of the Company, engage in or contribute his
knowledge to any employment, work, business, or endeavor which is competitive
with a product, process, service, or development of the Company or with respect
to which Executive had access to the Company’s Confidential Information,
provided, however, that nothing herein shall prohibit Executive from being a
passive owner of not more than 2% of the outstanding stock of any class of a
corporation which is publicly traded.


 


C.            Non-Recruitment.  The Executive also agrees that during the
Restricted Period, he will not, directly or indirectly, hire, solicit, induce,
recruit, engage, go into business with, encourage to leave their employment or
contractor relationship with the Company, or otherwise cease their employment
or contractor relationship with the Company, or otherwise contract for services
with, any employee or contractor of the Company.


 


D.            Nature of the Restrictions.  The Executive agrees that the time,
geographical area, and scope of restrained activities for the restrictions in
Section VII of this Agreement are reasonable, especially in light of the
Company’s desire to protect its Confidential Information.  If a court concludes that any time period,
geographical area, or scope of restrained activities specified in
Section VII of this Agreement is unenforceable, the court is vested with
the authority to reduce the time period, geographical area, and/or scope of
restrained activities, so that the restrictions may be enforced to the fullest
extent permitted by law.  Additionally,
if Executive violates any of the restrictions contained in this
Section VII, the Restricted Period shall be suspended and will not run in
favor of the Executive from the time of the commencement of any such violation
until the time when the Executive cures the violation to the Company’s
satisfaction.


 


VIII.     Agreement
to Return Company Property/Documents. Following the termination of
Executive’s employment for any reason, Executive agrees that:  (i) he will not take with him, copy,
alter, destroy, or delete any files, documents or other materials whether or
not embodying or recording any Confidential Information, including copies,
without obtaining in advance the written consent of an
authorized Company representative; and (ii) he will promptly
return to the Company all Confidential Information, documents, files, records
and tapes (written or electronically stored) that have been in his possession
or control regarding the Company, and he will not use or disclose
such materials in any way or in any format, including written information in
any form, information stored by electronic means, and any and all copies of
these materials.  He further agrees to
return to the Company immediately all Company property, including, without
limitation, keys, equipment, computer(s) and computer equipment, devices,
Company cellular phones, other Company telephonic equipment, Company credit
cards, data, lists, information, correspondence, notes, memos, reports, or
other writings prepared by the Company or himself on behalf of the Company.


 


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AGREEMENT TERMS—

TRANSITION FROM CFO POSITION AND RELEASE


 


Therefore, in consideration of the promises and
mutual agreements set forth in this Agreement, the receipt and sufficiency of
which is hereby acknowledged by all parties, the Company and Executive agree as
follows:


 


IX.        Termination of Other Agreements.  As of the Effective Date of this Agreement,
the Employment Agreement between Executive and the Company, dated May 27,
2005, is cancelled and terminated and will be of no further force or
effect.  Therefore, Executive agrees and
acknowledges that except as specifically provided herein, any rights he may
have to any payments, benefits, or other perquisites of any kind whatsoever
under the terminated Employment Agreement with the Company dated May 27,
2005 are extinguished by this Agreement, and Executive’s right to any claim or
cause of action whatsoever to reimbursement, payments, benefits, or other
perquisites are released and forever waived.


 


X.         Resignation as Chief
Financial Officer.  The
Executive hereby resigns his position with the Company as Chief Financial
Officer, effective as of the Effective Date. 
The Executive will continue to maintain his position as a Senior Vice
President of the Company and will transition to a new position with the Company
as President of AutoSeis Inc., as of the Effective Date of his Resignation
from  his position as Chief Financial
Officer.


 


XI.        Global Release of Claims.  As consideration for the transition and
Release of claims in the following paragraph, the Company agrees to increase
Executive salary as set forth in Section III above, in exchange for a global
release of Executive’s claims as follows:


 


Executive,
on behalf of himself, his heirs, executors, successors and assigns, irrevocably
and unconditionally releases, waives, and forever discharges the GGS Releasees
from any and all claims, demands, actions, causes of action, costs, fees,
attorneys’ fees, and all liability whatsoever, whether known or unknown, fixed
or contingent, which Executive has, had, or may have against any of the GGS
Releasees including, without limitation, his terminated Employment Agreement
with the Company dated May 27, 2005, his transition of employment with
GGS, up to and including the date of execution of this Agreement.  This Agreement includes, without limitation,
claims at law or equity or sounding in contract (express or implied) or tort,
claims arising under any federal, state, or local laws of any jurisdiction that
prohibit age, sex, race, national origin, color, disability, religion, veteran,
military status, sexual orientation, or any other form of discrimination, harassment,
or retaliation.


 


The “GGS Releasees” are defined as Global
Geophysical Services, Inc., each of GGS’s subsidiaries whether wholly
owned or not and whether direct or indirect and each of GGS and its
subsidiaries predecessors, successors, parents, joint ventures, holding
companies, subsidiaries, divisions, affiliates, assigns, partnerships, agents,
directors, officers, employees, consultants, committees, employee benefit
committees, fiduciaries, representatives, attorneys, and all persons and
entities acting by, through, under or in concert or in any such capacity with
any of them.  Under this Agreement,
Executive is excluded from the definition of “GGS Releasee.”


 


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XII.       No
Admission of Liability/Confidentiality of Release.  Executive understands and agrees that this
Agreement shall not in any way be construed as an admission by the GGS
Releasees of any unlawful or wrongful acts whatsoever against Executive or any
other person, and the GGS Releasees specifically disclaim any liability to or
wrongful acts against Executive or any other person.  Similarly, the Company acknowledges and
agrees that this Agreement shall not in any way be construed as an admission by
Executive of any unlawful or wrongful act by Executive and Executive
specifically disclaims any liability to or wrongful acts against the Company or
any other person.  Executive agrees to
keep this Agreement and any of its terms completely confidential; however, Executive
may disclose the terms of this Agreement to his attorneys, accountant, spouse,
or as otherwise required by law.


 


XIII.     Confidentiality
of Company Information.   The  Executive
shall continue to abide by GGS’s confidentiality policies.  The Executive will not at any time disclose
to anyone, including, without limitation, any person, firm, corporation, or
other entity, or publish, or use for any purpose, any Confidential Information,
except as GGS directs and authorizes, or pursuant and subject to his
obligations as a Director of GGS.  The Executive
shall take all reasonable measures to protect the secrecy of and avoid
disclosure and unauthorized use of the “Confidential Information” and agrees to
immediately notify GGS in the event of any unauthorized use or disclosure of
the Confidential Information. 
Confidential Information includes, without limitation, all of GGS’s
technical and business information, which is of a confidential, trade secret or
proprietary character; lists of customers; identity of customers; identity of
prospective customers; contract terms; bidding information and strategies;
pricing methods or information; photographs; internal policies, procedures,
communications and reports; computer software; computer software methods and
documentation; graphic designs; hardware; GGS’s methods of operation; the
procedures, forms and techniques used in servicing accounts; and other
information or documents that GGS requires to be maintained in confidence for
GGS’s continued business success.  Confidential
Information does not include any information that is readily available to the
public or, upon reasonable investigation, is readily ascertainable in the
public domain.


 


XIV.     Knowing and
Voluntary Agreement.  The
Executive understands it is his choice whether or not to enter into this Agreement
and that his decision to do so is voluntary and is made knowingly.  The Executive acknowledges that he has been
advised by GGS to seek legal counsel to review this Agreement.


 


AGREEMENT TERMS—MISCELLANEOUS AND ENFORCEMENT


 


XV.      Miscellaneous Provisions and Enforcement.


 


A.            At-Will
Employment.  Executive
understands that this Agreement is not a contract for employment for a specific
duration.  Executive understands and
agrees that his employment with the Company is at-will and can be terminated by
himself or the Company at any time with or without cause or notice.  Executive understands and agrees that the
restrictive covenants set forth above are intended to survive the termination
of his employment relationship, regardless of the reason for my separation from
employment with the Company.  Moreover,
any subsequent change(s) in the terms or conditions of Executive’s
employment will not affect the validity or scope of this Agreement.


 


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B.            Notices.  Any notice or other communication required,
permitted or desired to be given under this Agreement shall be deemed delivered
when personally delivered; the business day, if delivered by overnight courier;
the same day, if transmitted by facsimile on a business day before noon,
Central Standard Time; the next business day, if otherwise transmitted by
facsimile; and the third business day after mailing, if mailed by prepaid
certified mail, return receipt requested, as addressed or transmitted as
follows (as applicable):


 


If to Executive:


 


Craig A. Lindberg


2703 Snyder’s Bluff


League City, TX 77573


 


If to the Company:


 


Global Geophysical Services, Inc.


Attention: President


3535 Briarpark Drive, Suite 200


Houston, Texas 77042


Fax: (713) 972-1008


 


With a copy (which shall not
constitute notice) to:


Bryce Linsenmayer


Haynes and Boone, LLP


1221 McKinney,
Suite 2100


Houston, Texas  77010


Fax: (713) 236-5540


 


C.            Choice
of Law.  THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS (RULES) OR CHOICE OF LAWS (RULES)
THEREOF.  THE EXCLUSIVE VENUE FOR ALL
SUITS AND PROCEEDINGS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE IN A
COURT OF COMPETENT JURISDICTION IN HOUSTON, TEXAS.


 


D.            Limitations
on Assignment.  Except as
provided in this Agreement, Executive may not assign this Agreement or any of
the rights or obligations set forth in this Agreement without the explicit
written consent of GGS.  Any attempted
assignment by Executive in violation of this Section XV.D. shall be
void.  Except as provided in this
Agreement, nothing in this Agreement entitles any person, other than the
parties to the Agreement, to any claim, cause of action, remedy, or right of
any kind, including, without limitation, the right of continued employment.


 


E.             Waiver.  A party’s waiver of any breach or violation
of any Agreement provisions shall not operate as, or be construed to be, a
waiver of any later breach of the same or other Agreement provision.


 


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F.             Severability.  If any provision or provisions of this
Agreement are held to be invalid, illegal, or unenforceable for any reason
whatsoever, (a) the validity, legality, and unenforceability of the
remaining provisions of this Agreement (including, without limitation, all
portions of any Agreement paragraphs containing any provision held to be
invalid, illegal, or unenforceable, that are not themselves invalid, illegal,
or unenforceable), will not in any way be affected or impaired thereby, and
(b) the provision or provisions held to be invalid, illegal, or
unenforceable will be limited or modified in its or their application to the
minimum extent necessary to avoid the invalidity, illegality, or unenforceability,
and, as so limited or modified, the provision or provisions and the balance of
this Agreement will be enforceable in accordance with their terms.


 


G.            Headings.  The Agreement headings are for reference
purposes only and will not affect in any way the meaning or interpretation of
this Agreement.


 


H.            Counterparts.  This Agreement and amendments to it will be
in writing and may be executed in counterparts and by facsimile.  Each counterpart will be deemed an original,
but both counterparts together will constitute one and the same instrument.


 


I.              Entire
Agreement, Amendment, Binding
Effect.  This Agreement constitutes the
entire agreement between the parties concerning the subject matter in this
Agreement.  No oral statements or prior
written material not specifically incorporated in this Agreement shall be of
any force and effect, and no changes in or additions to this Agreement shall be
recognized, unless incorporated in this Agreement by written amendment, such
amendment to become effective on the date stipulated in it.  The Executive acknowledges and represents
that in executing this Agreement, he did not rely, and has not relied, on any
communications, promises, statements, inducements, or representation(s), oral
or written, by GGS or any GGS Releasee, except as expressly contained in this
Agreement.  Any amendment to this
Agreement must be signed by all parties to this Agreement.  This Agreement will be binding on and inure
to the benefit of the parties hereto and their respective successors, heirs,
legal representatives, and permitted assigns (if any).  This Agreement supersedes (a) any prior
agreements between Executive and GGS concerning the subject matter of this
Agreement, and (b) all other agreements between Executive and GGS,
including Executive’s terminated Employment Agreement dated May 27, 2005,
unless specifically modified by this Agreement.


 


J.             Injunctive
Relief. 
The Executive acknowledges and agrees that the covenants, obligations
and agreements of the Executive contained in this Agreement concern special,
unique and extraordinary matters and that a violation of any of the terms of
these covenants, obligations or agreements will cause GGS irreparable injury
for which adequate remedies at law are not available.  Therefore, the Executive agrees that GGS
alone will be entitled to an injunction, restraining order, or all other
equitable relief (without the requirement to post bond) as a court of competent
jurisdiction may deem necessary or appropriate to restrain the Executive from
committing any violation of the covenants, obligations or agreements referred
to in this Agreement.  These injunctive
remedies are cumulative and in addition to any other rights and remedies GGS
may have against the Executive.  GGS and
the Executive irrevocably submit to the exclusive jurisdiction of the state
courts and federal courts in the city of GGS’s headquarters (Houston, Texas)
regarding the injunctive remedies set forth in this paragraph and the
interpretation and enforcement of this Section XV.J solely insofar as the interpretation
and 


 


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enforcement relate to an
application for injunctive relief in accordance with the Agreement
provisions.  Further, the parties
irrevocably agree that (a) the sole and exclusive appropriate venue for
any suit or proceeding relating to injunctive relief shall be in the courts
listed in this Section XV.J, (b) all claims with respect to any
application for injunctive relief shall be heard and determined exclusively in
these courts, (c) these courts will have exclusive jurisdiction over the
parties to this Agreement and over the subject matter of any dispute relating
to an application for injunctive relief, and (d) each party waives all
objections and defenses based on service of process, forum, venue, or personal
or subject matter jurisdiction, as these defenses may relate to an application
for injunctive relief in a suit or proceeding under the provisions of this
Section XV.J.


 


K.            409A Compliance.  In light of the uncertainty surrounding the proper
application of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), the parties hereto agree to cooperate to make mutually
agreed upon amendments to this Agreement (including, without limitation, to the
timing of any severance payments), that do not otherwise change the substance
of the terms of this Agreement, to minimize or avoid the imposition of any
penalties and additional taxes under Section 409A.  Notwithstanding the foregoing, if the parties
cannot agree to such amendments, the terms and conditions of the Agreement
shall remain in full force and effect. 
Further, the Company shall amend the 2003 Plan such that distributions
from such plan shall not be includable in Executive’s income under section
409A(a)(1) of the Code.


 


As evidenced by my signature below, I certify that I
have read the above Agreement and agree to its terms.


 


	
   

  	
   

  
	
   

  	
  Craig
  A. Lindberg

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Global
  Geophysical Services, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Richard
  A. Degner, Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  



 


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