Exhibit 10.1


GEOKINETICS,
INC.


1 Riverway - Suite 2100


Houston, TX 77056


March 8, 2007


Mr. David A. Johnson


P.O. Box 727


Simonton,
TX 77476


Re:  Geokinetics, Inc. Employment Relationship-CEO


Dear
Mr. Johnson:


This is to set forth the principal terms of an employment relationship
between you and Geokinetics, Inc. (the “Company” or “Geokinetics”).  Please review the following and, if
acceptable, please indicate your acceptance in the place marked below.


1.  Your title would be President
and Chief Executive Officer and you would report directly to the Board of
Directors of the Company.  You will also
continue to be nominated for election as a Director of the Company.  You will devote substantially all of your
business time and attention and best efforts to the affairs of Geokinetics;
provided, however, that you may engage in other activities involving
charitable, educational and similar organizations and, with the permission of
the Board of Directors, passive investment activities, as long as such
activities do not interfere materially with the discharge of your duties at
Geokinetics.


2.  You would be paid an annual
salary at the rate of $350,000 plus reimbursement of business expenses against
proper vouchers in accordance with Company policies.  Your salary will be reviewed annually.


3.  As an inducement to sign this
agreement, you will be awarded 50,000 restricted shares of Geokinetics
stock.  Restrictions on selling these
shares will be lifted over a 4 year period, with 1/4 lifted on each of the
first, second, third and fourth anniversaries of the date of this letter.  The restrictions on these shares will be
lifted upon your death.  Other conditions
of  relating to the lifting of
restrictions from the 2002 Stock Option Plan, as amended, will apply, including
lifting of restrictions  due to change of
control.


4.  In the event there is a
material negative change in your job scope or remuneration package (including
severance at the Company’s request or associated with a change of control) and
in the absence of termination for cause, you will have the right to













terminate
your employment and receive a severance package equal to two times the sum of
your base salary and the most recent non-zero cash bonus.  In addition, all restrictions will be lifted
from the 50,000 share restricted stock award you have been granted pursuant to
this letter.  Until March 15, 2008, there
will be a limit on this severance payment of $1,400,000.00.  Severance payments will be made in 24 equal
monthly installments beginning immediately upon termination.


5.  In addition to your salary,
you would be entitled to participate in an incentive bonus program where you
could earn additional sums as a bonus based upon the annual performance of the
Company and various other performance metrics mutually agreed annually by you
and the Board and/or the Compensation Committee of the Board.  Your target bonus level will be one times
your annual salary.  The Board and/or the
Compensation Committee has discretion to adjust the actual award based on the
performance factors above.  Bonuses are
payable within 75 days of the end of the Company’s fiscal year, provided that
no notice of voluntary termination has been given by you and no termination of
your employment for cause has taken place before such date.


6.  Each year, effective March
15, and beginning in 2008 you will be awarded an annual equity award in the
form of restricted stock and/or stock options calculated based on your then
existing base salary and the closing price of Geokinetics stock on the effective
date of the award.  The number of
restricted shares will be set by the Board and/or the Compensation Committee in
accordance with a long term incentive plan to be adopted by the Company for its
senior executives.  The lifting of
restrictions on  these  restricted shares or the vesting of option
shares will  take place over a 4 year
period, with 1/4 each on the first, second, third and fourth anniversaries of
the date of grant.  All restrictions on
restricted shares will be fully lifted on your death or if the Company severs
your employment for any reason except termination for cause or if you terminate
under the terms of paragraph 4.  Other
conditions  from the 2002 Stock Option Plan,
as amended, will apply including lifting of restrictions or vesting due to
change of control.


7.  You will agree not to compete
in the seismic services industry during your employment and for a period of two
years after termination (i) if you are terminated for cause; or (ii) if you
voluntarily leave the Company; or (iii) if you terminate under terms of
paragraph 4, so long as the payment described in paragraph 4 is made.  The non-compete would be restricted to the
areas where the Company is operating at the time of your termination.  You will agree to execute Company non-disclosure
and confidentiality agreements with respect to disclosure of Company
proprietary or confidential information.


8.  You would be entitled to the
same employment benefits accorded to senior executives of the Company
generally, including a monthly car allowance of $500 per month.  In addition, the Company will maintain for
you your current $1.25 million life insurance policy at approximately $300.00
per month premium.  You will be entitled
to six weeks of paid vacation.  The
Company will provide for a paid membership in a lunch club of your choice.



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9.  Your employment is “employment
at will”.  You or the Company can
terminate your employment at any time for any reason subject to the provisions
of this letter.


We look forward to your continued contributions at Geokinetics.  Please contact the undersigned if you have
any questions about the foregoing.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/ William R.
  Ziegler

  	
   

  
	
   

  	
   

  
	
   

  	
  William R.
  Ziegler, Chairman of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED AND ACCEPTED

  	
   

  
	
  8th day
  of March, 2007

  	
   

  
	
   

  	
   

  
	
  /s/ David A. Johnson

  	
   

  	
   

  
	
  David A. Johnson

  	
   

  
				



 



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