Exhibit 10.13


 


GEOKINETICS, INC.


1 Riverway - Suite 2100


Houston, TX 77056


 


 


September 23,
2003


 


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 Chief
Executive Officer and you would report directly to the Board of Directors of
the Company.  You will also 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 $240,000 plus reimbursement of business expenses
against proper vouchers in accordance with Company policies.  Your salary will be reviewed annually.


 


3.      You would be granted
options to purchase common stock of Geokinetics at a purchase price per share
equal to the fair market value of such stock on the date of hire, which for
this purpose shall be its closing price as quoted on the NASDAQ Bulletin
Board.  Your grant would be 6% out of
the 15% incentive stock available for employee awards authorized pursuant to
the Company’s recent restructuring (“Stock Pool”).  Vesting would take place over three years in six equal
increments.  The first installment shall
vest three months from date of hire, the second installment twelve months from
the date of hire, and subsequent installments on the four six-month
anniversaries of the date of hire thereafter. 
The term of these options shall be for a


 

















 


10-year option
period from the date of hire.  If the
Stock Pool is increased to 20% in connection with your hiring, your allocation
shall be increased to 7.5%, or a proportional increase if the limit is raised
to less than 20%.  Your options shall be
subject to the same terms and conditions as set out in the 2002 Stock Awards
Plan as published in the 2003 Proxy Statement. 
These terms include definition and provision for Change of Control.  In initially setting your option grants, the
Company would attempt to create the maximum number of incentive stock options
permitted for tax purposes, with the balance being non-qualified options, in
order to optimize your tax position vis-a-vis gain on exercise.


 


After 3 months employment and in the event there is a material negative
change in your job scope or remuneration package and in the absence of
termination for cause, you will have the right to terminate your employment and
receive a severance package equal to three times the sum of your base salary
and the most recent non-zero cash bonus.


 


4.      In addition to your
salary, you would be entitled to participate in a senior executive incentive
program where you could earn additional sums as a bonus based upon the annual
performance of the Company in relation to its cash flow.  Cash flow would be earnings before
depreciation, interest and taxes, less capex budget overages not previously
approved by the Board of Directors (“EBITDA” less Capex overages).  An annual bonus pool will be established for
Senior Executives and key employees consisting of 10% of the difference of
EBITDA less Capex overages (“Bonus Pool”). 
If Earnings from Operations (EBIT) are negative, no bonus shall be
payable.  You will receive at least 50%
of the Bonus Pool, subject to a limit of three times base salary.  The limit for other participants shall be
set at two times base salary.  These
limits shall be increased only with the approval of the compensation committee
and full Board.  The compensation
committee of the Board will have discretion to allocate the Bonus Pool, with
recommendations from the CEO.  The bonus
pool determined for 2003 (to be paid in early 2004) will be retroactive to the
beginning of the year for all eligible executives prorated, based on full
months of employment during 2003.  Bonuses
are payable within 90 days of the end of the Company’s fiscal year, provided
that no notice of voluntary termination has been given and no termination of
employment for cause has taken place before such date.


 


5.      You will receive as an
incentive to enter this letter agreement a one time signup bonus equal to three
times your bonus allocation for 2003 payable at the time such bonus becomes
payable and otherwise subject to the terms thereof.


 


6.      You represent that at this
time you are under no prohibition or other restriction in joining
Geokinetics.  You will agree not to
compete in the seismic services industry during your employment and for a
period of two years after termination for any reason.  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.


 


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7.      You would be entitled to
the same employment benefits accorded to senior executives of the Company
generally.  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, pro-rated over an annual employment
year if less than twelve months.  The
Company will provide for a paid membership in a lunch club of your choice.


 


8.      Your employment is
“employment at will” and is effective as of October 1, 2003.  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 welcoming you 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

  	
   

  	 

	
  30th day of
  Sept, 2003

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  /s/ 

  	
  David A.
  Johnson

  	
   

  	 

	
  David A.
  Johnson