Exhibit 10.2


AMENDMENT
NO. 1


TO


EMPLOYMENT
AGREEMENT


This Amendment No. 1 to Employment Agreement (this “Amendment”)
is made and entered into by and between Veritas DGC Inc., a Delaware
corporation (hereinafter referred to as “Employer” or “Veritas”), and Thierry
Pilenko, an individual currently resident in Houston, Texas (hereinafter
referred to as “Employee”), effective as provided below.


W
I  T  N  E  S  S  E  T  H:


WHEREAS, Employee and
Employer entered into an Employment Agreement dated effective as of January 26,
2004 (the “Agreement”);


WHEREAS, Employer may be acquired pursuant to that
certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of
September 4, 2006, by and among Employer, Compagnie Générale de Géophysique (“CGG”),
and certain of CGG’s affiliates, provided that the shareholders of CGG and
Employer approve of such acquisition and certain other conditions, as described
in the Merger Agreement, are met;


WHEREAS, subject to and conditioned upon the
occurrence of the Closing (as defined in the Merger Agreement), Employer and
Employee have agreed to make certain modifications to the Agreement to change
the time and form of payment of benefits under the Agreement and to otherwise
cause the Agreement to comply with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”);


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, but subject to and
conditioned upon the occurrence of the Closing (as defined in the Merger
Agreement), Employer, Employee and CGG agree as follows, effective as of
December 27, 2006:


Section 1. Amendment of Agreement.


1.             Paragraph (a) of Section 5 of the Agreement entitled “Termination”
shall be deleted and the following shall be substituted therefor:


(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 any reason;









 



(3)           Employee terminates such employment
for any reason; or


(4)           January 15, 2007.


2.             Notwithstanding anything to the contrary in the
Agreement, from and after the Closing under the Merger Agreement, Employee
shall not be entitled to any special benefits in connection with the
termination of his employment for Good Reason and any decision by Employer to
terminate Employee’s employment for Cause shall not impact the compensation and
benefits payable to Employee pursuant to this Agreement.  Consequently, all references to Good Reason
and Cause terminations within the Agreement are hereby deleted and Paragraphs
(c), (d), (e) and (f) of Section 5 of the Agreement entitled “Termination”
shall be deleted and the following shall be substituted therefor:


(c)-(e)                     [Intentionally
omitted.]


(f)            As used in this Agreement, “Date of
Termination” means the date of the termination of Employee’s employment with
Employer.


3.             Section 6 of the Agreement entitled
“Effect of Termination” shall be renamed “Effect of Termination and Change in
Control Benefits” and Paragraphs (a), (b) and (c) of Section 6 shall be deleted
and the following shall be substituted therefor:


(a)           Upon termination of Employee’s
employment by Employer or Employee for any reason, or due to the death or
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 10, (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; (v)
medical and similar benefits the continuation of which is required by
applicable law or provided by the applicable benefit plan; and (v) the payments
and benefits contemplated by Section 6(d) of the Agreement (to the extent not
previously paid).


(b) – (c)  [Intentionally omitted.]


4.             Paragraph
(d) of Section 6 of the Agreement entitled “Effect of Termination and Change in
Control Benefits” shall be deleted and the following shall be substituted
therefor:


(d)           If a “Change in Control” (as defined
in Section 6(f) hereof) shall have occurred, on the date of the occurrence of
the Change in Control (the “CIC Date”), Employer will pay or provide to
Employee:


(1)           a lump sum cash payment equal to
three (3) times the sum of:


(i)                                     Employee’s Base Salary at the highest
annual rate in effect  on or before the
CIC Date plus



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(ii)                                  An amount equal to the greatest of:


(A)                              the average of the incentive bonuses paid
to Employee for the last three (3) full fiscal years of Employer ending before
the CIC Date of Termination;


(B)                                the incentive bonus paid to Employee for
the last full fiscal year of Employer ending before the CIC Date; or


(C)                                an amount equal to Employee’s Base Salary
described in Section 6(d)(1)(i) multiplied by Employee’s target percentage
under the Key Contributor Incentive Compensation Plan or other replacement
incentive or bonus plan of Employer for the fiscal year which includes the CIC
Date;


(2)           a lump sum cash payment (the “CIC
Medical Payment”) equal to the sum of:


(i)                                     an amount equal to (A) eighteen
(18), multiplied by (B) the amount of the applicable monthly COBRA premium
(determined based upon the applicable COBRA premium rate in effect immediately
after the Date of Termination) Employee would pay if Employee elected under
COBRA to maintain coverage identical to the coverage Employee (and, if
applicable, his spouse and/or dependents) had under such plan immediately prior
to the Date of Termination; plus


(ii)                                  an amount equal to the excess of (A) an
amount determined by dividing (1) the amount determined under Section
6(d)(2)(i) above, by (2) one (1) minus the sum of the following which shall be
determined for the calendar year that includes the date of payment of the CIC
Medical Payment and shall be expressed as a decimal:  (i) the highest
marginal U.S. federal income tax rate applicable to individuals for such
calendar year, plus (ii) the
highest foreign, state, provincial and/or local individual income tax rate or
rates, if any, to which the CIC Medical Payment is subject for such calendar
year (which shall be determined based on the assumption that Employee pays
income tax to any such foreign, state, provincial or local jurisdiction at the
highest marginal rate of income tax imposed by such jurisdiction on
individuals), plus, (iii) the
Hospital (Medicare) Insurance tax rate under Section 3101(b) of the Code (or
any corresponding successor statute) for such



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calendar year, over (B) the amount determined under
Section 6(d)(2)(i) above.


(3)           the following shall occur immediately
upon the CIC Date and regardless of whether Employee’s employment with Employer
is terminated on such date:


(i)                                     each option to acquire Common Stock or
other equity securities of Employer held by Employee immediately prior to such
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


(ii)                                  all restrictions on any restricted Common
Stock or other equity securities of Employer granted to Employee prior to such
Change in Control shall be removed and such Common Stock or other equity
securities 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; provided, however,
that notwithstanding the foregoing, the restrictions on the restricted Common
Stock granted to Employee pursuant to that certain Restricted Share Award
Agreement dated October 6, 2006 between Veritas and Employee (the “2006
LTIP Restricted Stock Award”) shall not be removed and shall remain in effect
in accordance with their terms.  With
respect to the 2006 LTIP Restricted Stock Award, the parties acknowledge and
agree that (1) the impending termination of the Employee’s employment with
Veritas and, after the Closing under the Merger Agreement, CGG, and their
affiliates constitutes Good Reason within the meaning of such award agreement,
(2) upon the termination of the Employee’s employment with Veritas or CGG, as
applicable, the Forfeiture Restrictions (as defined in such award agreement)
shall immediately lapse, and (3) CGG shall not, and shall cause its affiliates
not to, assert that any act or omission of the Employee on or after the Closing
Date under the Merger Agreement shall constitute Cause for termination of the
Employee’s employment within the meaning of such award agreement.


(4)           For sake of clarity, except to the
extent provided in Section 6(d)(3) above with regard to the 2006 LTIP
Restricted Stock Award, the parties agree that the payments and benefits to be
provided pursuant to this Section 6(d), shall not be conditioned upon a
termination of Employee’s employment with Employer or the continued employment
of Employee with Employer or any of its affiliated companies (including, after
the Mergers (as defined in the Merger Agreement), CGG or any of its affiliated



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companies), and shall be conditioned solely upon the
occurrence of a Change in Control.


As a condition to making the payments specified in this Section 6(d),
Employer will require that Employee execute a release of all claims Employee
may have against Employer at the time of such payment.  Such release will be in substantially the
same form as Exhibit A attached hereto.


5.             The
first Sentence of Section 8 of the Agreement entitled “Expenses of Enforcement”
shall be deleted and the following shall be substituted therefor:


Upon demand by Employee made to Employer, Employer shall reimburse
Employee for the reasonable expenses (including attorneys’ fees and expenses)
incurred by Employee after a Change in Control in enforcing or seeking to
enforce the payment of any amount or other benefit to which Employee shall have
become entitled under this Agreement, including, but not limited to, those
incurred in connection with any arbitration concerning same initiated pursuant
to Section 14 (regardless of the outcome of such arbitration).


6.             Paragraph (b)
of Section 12 of the Agreement entitled “Non-Competition; Non-Solicitation; No
Hire” shall be
deleted and the following shall be substituted therefor:


(b)           [Intentionally Omitted.]


7.             A new Paragraph (f) of Section 12 of the Agreement
entitled “Non-Competition; Non-Solicitation; No Hire” shall be added to read:


(f)            If Employee fails to comply with the
restrictions set forth in Section 12(a) at any time during the Non-Compete
Period without the prior consent of Employer, then Employee shall pay to
Employer an amount equal to the product of (1) fifty percent (50%) of the
amount previously paid to Employee pursuant to Section 6(d)(1), multiplied by
(2) a fraction, the numerator of which is the number of full months in the
period beginning on the date Employee violated the covenant not to compete set
forth in Section 12(a) and ending on the last day in the Non-Compete Period,
and the denominator of which is eighteen (18) (such payment, the “Clawback
Payment”).  The Clawback Payment shall be
paid by Employee to Employer in a single cash payment within thirty (30) days
following the date Employer notifies Employee in writing of the violation of
the covenant not to compete set forth in Section 12(a); provided, however, in
the event there is a dispute between Employee and Employer regarding whether
the covenant not to compete was violated or the date on which the covenant was
violated, the Clawback Payment shall be paid by Employee to Employer within
thirty (30) days following the date such dispute is resolved pursuant to
Section 14(a) or otherwise.


8.             New
paragraphs (e) through (h) shall be added to Section 13 of the Agreement
entitled “Miscellaneous” as follows:


(e)           In the event of Employee’s death
following the CIC Date, all amounts otherwise payable to Employee pursuant to
this Agreement shall be payable to Employee’s



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spouse if she is then living or otherwise to the executor or
administrator of Employee’s estate or to his heirs at law if there is no
administration of Employee’s estate.


(f)            Notwithstanding
anything to the contrary in this Agreement, except for payments of the
compensation and benefits otherwise payable pursuant to Section 2, no
compensation or benefits shall be payable under this Agreement prior to January
1, 2007.


(g)           The
payments described in this Agreement shall be paid in accordance with and
subject to the limitations of Section 409A of the Code and the guidance
promulgated pursuant thereto, to the extent applicable. In the event that any
provision of this Agreement would cause any compensation or benefits to
Employee to become subject to the tax under Section 409A of the Code, Employee
and Employer shall amend this Agreement in a mutually agreeable manner intended
to avoid the application of such tax to the extent possible.


(h)           Employee
acknowledges and agrees that he shall not be entitled to any severance benefits
in connection with the termination of his employment with Veritas (or, after
the Closing under the Merger Agreement, CGG) or either of their affiliates,
whether under this Agreement, or any other agreement, plan, policy or program
of Veritas, CGG or their respective affiliates under which Employee may
otherwise be eligible to receive benefits, and that the benefits pursuant to
Section 6(d) of this Agreement shall be Employee’s exclusive benefits payment
relating to the Change in Control of Veritas that occurs upon the Closing under
the Merger Agreement.  Notwithstanding
the foregoing, from and after the date of this Agreement, the parties
acknowledge and agree that Employee shall be entitled to receive all benefits
and rights under (1) any equity compensation awards made by Veritas or CGG, (2)
base salary, bonuses and vacation entitlements accruing after the date hereof
and any such amounts as are unpaid that have accrued and become payable prior
to the date hereof, and (3) as otherwise provided under the terms of the
Veritas’ or CGG’s retirement and welfare benefit plans (other than any
agreements, plans or policies providing for severance benefits).


Section 2. Effect of Amendment.


Except as expressly provided in this Amendment, the
Agreement remains unchanged and in full force and effect.  This Amendment shall be of no force or effect
if the Closing under the Merger Agreement does not occur.


Section 3. Assumption by CGG.


By its execution of this Amendment, pursuant to
Section 11(c) of the Agreement, and conditioned upon the occurrence of the
Closing under the Merger Agreement, CGG , the ultimate Parent Company, hereby
agrees to assume and perform the obligations of the Employer through one or
more of its subsidiaries including Volnay Acquisition Co. I and Volnay
Acquisition Co. II, pursuant to the Agreement for periods from and after the
CIC Date, including without limitation, the obligation to provide the payments
and benefits pursuant to Section 6(e).


[Remainder of this page
intentionally left blank.]



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IN WITNESS WHEREOF, the undersigned, intending to be
legally bound, have executed this Amendment effective as provided above.


	
  

  	
  EMPLOYER:

  
	
   

  	
   

  
	
   

  	
  VERITAS DGC INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David K. Work

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
  Chairman-Compensation
  Committee

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Thierry Pilenko

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CGG:

  
	
   

  	
   

  
	
   

  	
  COMPAGNIE
  GÉNÉRALE DE GÉOPHYSIQUE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Robert Brunck

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
					



 



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EXHIBIT A


TO


AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT


RELEASE AGREEMENT


In
consideration of the Change in Control benefits referenced in Section 1 of
Amendment No. 1 to Employment Agreement, dated as of December 27, 2006, by and
between Veritas DGC Inc., (“Veritas”), and Thierry Pilenko, (hereinafter
referred to as “Employee”), this
Release Agreement (this “Agreement”) is made and entered into by and between
Compagnie Générale de Géophysique (“CGG”), as successor in interest to Veritas
pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”),
dated as of September 4, 2006, by and among Veritas, CGG, and certain of CGG’s
affiliates, provided that the shareholders of CGG and Veritas approve of such
acquisition and certain other conditions, as described in the Merger Agreement,
are met.


By signing this
Agreement, Employee and CGG agree as follows:


1.               Purpose.  The
purpose of this Agreement is to provide for the orderly termination of the
employment relationship between the parties, and to voluntarily resolve any
actual or potential disputes or claims that Employee has or might have, as of
the date of Employee’s execution of this Agreement, against CGG and CGG’
owners, parents, subsidiaries, and affiliates, and each of their respective
directors, officers, employees, agents, attorneys, representatives, assigns,
and employee benefit plans (hereinafter collectively referred to as the “Released
Parties”).  Neither the fact that this
Agreement has been proposed or executed, nor the terms of this Agreement, are
intended to suggest, or should be construed as suggesting, that the Released
Parties have acted unlawfully or violated any federal, state or local law or
regulation, or any other duty, policy or contract.


2.               Termination
of Employment.  Effective January 15, 2007 (the “Termination
Date”), Employee’s employment with Veritas terminated.


3.              Termination
Benefits.  In consideration for Employee’s execution of,
and required performance under, this Agreement, CGG shall provide Employee with
the Termination Benefits (as such term is defined in the Employment Agreement),
which benefits Employee would not otherwise have received, or been entitled to
receive, other than those benefits that are required to be paid or provided
under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
or other laws.  All Company perquisites
ceased upon the Termination Date, and all payments hereunder shall be net of
applicable federal, state and local taxes as required by law.


4.              Waiver
of Additional Compensation or Benefits.  The Termination Benefits to be
paid to Employee under Section 3 above constitute the entire amount of
compensation and consideration due to Employee under this Agreement or any
other agreement, policy, plan or arrangement of CGG providing for severance or
separation benefits, and Employee acknowledges that he has no right to seek,
and will not seek, any additional or different compensation or consideration
for executing or performing under this Agreement.


Notwithstanding any provision in
this Agreement to the contrary, this Agreement does not replace, reduce or
waive any rights Employee has under the Employment Agreement or with respect to
vested and accrued benefits under any incentive or equity participation plan of
CGG or its Affiliates, and other applicable plans, if any.


5.              Neutral
Employment Reference.  CGG shall provide a neutral employment
reference to any potential employers that consider the employment of Employee
and that seek information concerning the reasons for the departure of
Employee.  CGG will provide to any such
potential employers the identity of the positions held by Employee and the
dates of Employee’s employment with Veritas.


6.              Tax Consequences. 
CGG has made no
representations to Employee regarding the tax consequences of any Termination
Benefit received by Employee under this Agreement.  To
the extent that any payments or benefits









 



provided
hereunder are considered deferred compensation subject to Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), CGG intends for this
Agreement to comply with the standards for nonqualified deferred compensation
established by Section 409A of the Code (the “409A Standards”).  To the extent that any terms of this
Agreement would subject Employee to gross income inclusion, interest or an
additional tax pursuant to Section 409A of the Code, those terms are to that
extent superseded by the 409A Standards. 
CGG reserves the right to amend the timing of any payments to be made
hereunder in accordance with the 409A Standards.


7.              Certain Continuing Obligations.  Employee
acknowledges and agrees that the provisions of Articles 3 and 12 of the
Employment Agreement shall survive the termination of the employment
relationship, the termination of the Employment Agreement and the execution of
this Agreement, and Employee shall continue to honor his post-employment
obligations set forth in such provisions of the Employment Agreement.


8.              Employee
Representations.  Employee expressly
acknowledges and represents, and intends for CGG to rely upon his
representations that he:


(1)          Has not filed any complaints, claims or actions
against CGG with any court, agency, or commission regarding the matters
encompassed by this Agreement and that he will not do so at any time in the
future, and that if any court or agency assumes jurisdiction of any complaint,
claim or action against CGG on behalf of Employee, he will direct that court or
agency to withdraw from or dismiss with prejudice the matter.


(2)          Understands that he is, by entering into this Agreement, releasing the
Released Parties, including CGG, from any and all claims he may have against
them under federal, state, or local laws, which have arisen on or before the
date of execution of this Agreement.


(3)          Understands that he is, by entering into this
Agreement, waiving all claims that he may have against the Released Parties
under the federal Age Discrimination in Employment Act of 1967, as amended,
which have arisen on or before the date of execution of this Agreement.


(4)          Has reviewed all aspects of this Agreement, and
has carefully read and fully understands all of the provisions and effects of
this Agreement.


(5)          Has been, and is hereby, advised in writing to
consult with an attorney before signing this Agreement.


(6)          Is
knowingly and voluntarily entering into this Agreement, and has relied solely
and completely upon his own judgment and, if applicable, the advice of his
attorney in entering into this Agreement.


(7)          Is not relying upon any representations,
promises, predictions, projections, or statements made by or on behalf of any
Released Party, other than those that are specifically stated in this written
Agreement.


(8)          Does not waive rights or claims that may arise
after the date this Agreement is signed.


9.              Release.


(a) Except as specifically provided in Section
9(b) of this Agreement, Employee, on behalf
of himself and his heirs, executors, administrators, successors and assigns,
hereby fully and forever releases, acquits and discharges CGG from all claims,
demands, actions, lawsuits, grievances, and obligations of any nature
whatsoever that the Employee has or might have against CGG, or that might be
assigned by the Employee, as of the date that this Agreement is executed by
Employee.  The claims Employee is
releasing include all of the following:


·                                          Any
claims under the Employment Agreement;


·                                          Any
claims under any bonus or incentive plans;


·                                          Any
claims for tortious action or inaction of any sort (“tortious action or
inaction” means, among other things, claims for such things as negligence,
fraud, libel, or slander);


·                                          Any
claims arising under the Age Discrimination in Employment Act of 1967 as
amended (29 U.S.C. § 621, et seq.)  (the Age Discrimination in Employment Act of
1967 prohibits, in general, discrimination against employees on the basis of
age);



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·                                          Any
claims arising under Title VII of the Civil Rights Act of 1964 as amended (42
U.S.C. § 2000e, et seq.), or the Texas Commission
on Human Rights Act (Texas Labor Code § 21.001, et seq.)  (both of these statutes, in general, prohibit
discrimination in employment on the basis of race, religion, national origin or
gender);


·                                          Any
claims arising under the Americans with Disabilities Act of 1990, as amended
(42 U.S.C. § 12101, et seq.)  (the Americans with Disabilities Act of 1990 prohibits,
in general, discrimination in employment on the basis of an employee’s or
applicant’s disability);


·                                          Any
claims arising under Texas Labor Code Sections 451.001, et seq.
for retaliation or discrimination in connection with a claim for workers’ compensation
benefits;


·                                          Any
claims for breach of contract, wrongful discharge, constructive discharge,
retaliation, or conspiracy; and


·                                          Any
claims relating to Employee’s employment or termination of his employment
including any and all claims for damages, costs, salary, wages, termination
pay, severance pay, vacation pay, commissions, expenses, allowances, insurance,
or any other benefit arising out of Employee’s employment with Veritas, with
the exception of those benefits specifically excluded below in this Section 4.


(b)                                 The
release contained in this Section 9(a) will not
affect any of the following:


·                                          Any
claim by Employee under this Agreement;


·                                          Employee’s
rights to indemnity, if any, under (i) any written indemnity agreement by and
between Veritas and Employee in effect on the Separation Date, (ii) any policy
of insurance maintained by Veritas covering directors’ and officers’ liability;
(iii) the certificate of incorporation, bylaws or other organizational
documents of Veritas (x) as in effect on the Separation Date, or (y) as the
same may be subsequently changed, but in the case of this clause (y) only to
the extent any such changes shall enlarge the rights of a party seeking
indemnity;


·                                          Employee’s
rights or benefits under Veritas’ 401(k) retirement savings plan, Veritas’
Employee Stock Purchase Plan, or any pension or retirement plan in which
Employee is a participant on the Separation Date  (Employee’s rights and benefits will be
determined by the applicable plan documents);


·                                          Employee’s
right to elect continued health and/or dental benefits under the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”);


·                                          Employee’s
right to exercise any options to purchase Veritas DGC Inc. common stock in
accordance with the terms of the applicable stock option grant, including any
terms of the grant modified by Paragraph f) of the Letter Agreement;


·                                          Any
other benefit to which Employee may be entitled under any other health or
benefit plan in accordance with the applicable plan documents; or


·                                          Employee’s
rights under any workers’ compensation statue; the Jones Act, 46 U.S.C. Appx.
§688, as amended; general maritime law or similar laws; and any other right
Employee may have with respect to bodily injury.


10.       Twenty-One
Days to Consider Offer of Termination Benefits.  Employee
shall have, and by signing this Agreement Employee acknowledges and represents
that he has had, the opportunity to take at least twenty-one (21) days after
the date this Agreement is executed by CGG to consider whether to elect to sign
this Agreement, and to thereby waive and release the rights and claims
addressed in this Agreement.  Although
Employee may sign this Agreement prior to the end of the 21-day period,
Employee may not sign this Agreement on or before the Termination Date.  In addition, if Employee signs this Agreement
prior to the end of the 21-day period, Employee shall be deemed, by doing so,
to have certified and agreed that the decision to make such election prior to
the expiration of the 21-day period of time is knowing and voluntary and was
not induced by CGG through:  (a) fraud,
misrepresentation, or a threat to withdraw or alter the offer prior to the end
of the 21-day period; or (b) an offer to provide different terms or benefits in
exchange for signing the release prior to the expiration of the 21-day
period.  Employee is advised to consult
with an attorney with regard to his entry into this Agreement.


11.       Seven Day Revocation Period.  Employee
may revoke this Agreement at any time within seven (7) days after he signs
it.  To revoke the Agreement, Employee
must deliver written notification of such revocation to the attention of                                   ,
[Vice President Human Resources], within seven (7) days after the date



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Employee
signs this Agreement.  Employee further
understands that if he does not revoke the Agreement within seven (7) days
following its execution (excluding the date of execution), it will become
effective, binding, and enforceable.


12.       Release by
CGG. Provided that Employee
executes this Agreement and does not revoke this Agreement as provided in
Section 11 above, CGG, on behalf of itself and its successors and assigns,
hereby fully and forever releases, acquits and discharges Employee from all
claims, demands, actions, lawsuits, grievances, and obligations of any nature
whatsoever that CGG has or might have against Employee as of the date this
Agreement is executed by CGG arising from or in any way connected with or
related to Employee’s past service as an officer, director, employee, or agent
of CGG or any of its subsidiaries; provided, however, that such release (a)
shall not apply to any claims, demands, actions, lawsuits, grievances or causes
of action that CGG may have against Employee for past conduct that constitutes
fraud or willful misconduct, (b) shall not serve to waive or release any rights
or claims of CGG that may arise after the date this Agreement is executed, and
(c) shall not affect any future obligation which Employee may have to CGG under
the terms of this Agreement or the Employment Agreement.


13.       Entire
Agreement.  This Agreement sets forth the entire
agreement of Employee and CGG fully supersedes and replaces any and all prior
agreements or understandings, written or oral, between CGG and Employee
pertaining to the subject matter of this Agreement.


14.       Miscellaneous.  Should
any provision of this Agreement be declared or be determined by any court of
competent jurisdiction to be illegal, invalid or unenforceable, all remaining
provisions of this Agreement shall otherwise remain in full force and effect
and be construed as if such illegal, invalid, or unenforceable provision has
not been included herein.


It is further understood and agreed that if a
violation of any term of this Agreement is asserted, the party who asserts such
violation will have the right to seek specific performance of that term and/or
any other necessary and proper relief as permitted by law, including but not
limited to, damages from any court of competent jurisdiction, and the
prevailing party shall be entitled to recover its reasonable costs and attorney’s
fees.


Nothing in this Agreement
will be construed to prevent Employee from challenging the validity of this
Agreement under the Age Discrimination in Employment Act or Older Workers’
Benefit Protection Act.  Employee further
understands and agrees that if he or someone acting on his behalf files, or
causes to be filed, any such claim, charge, complaint, or action against CGG
and/or other entities, he expressly waives any right to recover any damages or
other relief, whatsoever from CGG and/or other entities including costs and
attorneys’ fees.



 4
 






 



15.       Choice of Law.  This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the state of Texas
without regard to principles of conflict of laws.


 


COMPAGNIE
GÉNÉRALE DE GÉOPHYSIQUE


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Vice President,
  Human Resources]

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated this
          day of
               ,
  20    

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EMPLOYEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Thierry Pilenko

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated this
          day of
                                  ,
  20   

  	
   

  
							



 



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