Exhibit
10.14


EMPLOYEE
SERVICES AGREEMENT


THIS AGREEMENT (“Agreement”) is made this 15th day of January
2007, between                           ,
an individual residing in Houston, Harris County (hereinafter
referred to as “Employee”) and                                                           ,
a Delaware Corporation (hereinafter referred to as “Company”).


WHEREAS, Company wishes to retain Employee to provide
certain services as hereinafter specified; and


WHEREAS, Employee has agreed to provide these services;


NOW THEREFORE, in consideration of the mutual
covenants and agreements herein contained, the parties mutually agree as
follows:


1.                                       EMPLOYEE’S
SERVICES


1.1                                 Employee
shall provide to Company services similar to those provided under the Employee’s
previous employment arrangements with the Company (the “Employee Services”) as
in effect immediately prior to the date of this Agreement; provided, however,
that Employee will no longer serve as an officer or director of Company or any
of its subsidiaries and shall not serve in a supervisor of any of Company
employees except as specifically requested by an officer of the Company or its
ultimate parent, CGG-Veritas).  Employee
will report to and take directions or instructions as required from the
officers of Company or its ultimate parent company, CGG-Veritas, or their respective
replacements from time to time.


1.2                                 Although
Employee’s previous Employment Agreement with Company terminated on January 15,
2007, Employee will continue to be an employee of the Company and will continue
receiving all of the Company’s employee benefits existing as of January 15,
2007 until the termination of this Agreement, in accordance with the terms of
the Company’s employee benefit plans, programs and arrangements as in effect
from time to time; provided, however, that Employee will not be eligible to
participate in any equity compensation program provided to other employees of
Company nor, except as provided in Section 4.1 hereof, any bonus compensation
program provided to other employees of Company.


2.                                       TERM


2.1                                 The
term of this Agreement shall be for           
months, commencing as of January 15, 2007, unless sooner terminated pursuant to
the terms hereof.  Thereafter, the
parties may elect, but shall have no obligation, to renew this Agreement for an
additional term.  Any such renewal shall
be in writing signed by both parties.


3.                                       TERMINATION


3.1                                 Company
shall have the right to terminate this Agreement at any time and without prior
notice for cause in the event that Employee commits any wrongful or negligent
acts or omissions, or fails to perform the Employee Services substantially in
accordance with the 









 



requirements of Company, as determined by Company.


3.2                                 Either
party may terminate this Agreement at any time for any or no reason upon fourteen
(14) days’ prior written notice to the other.


3.3                                 Upon
the effective date of termination of this Agreement pursuant to sections 2.1,
3.1, or 3.2 (the “Termination Date”), all compensation and benefits will cease
other than: (i) Employee’s rights under this Agreement; (ii) 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
Termination Date, and (iii) medical and similar benefits the continuation of
which is required by applicable law or provided by the applicable benefit plan.  In addition, Employee’s rights to indemnity by the Company, if any, shall not be
affected by such termination and shall continue after the Termination Date,
including, but not limited to, rights to indemnity, under (i) Section 5.1
hereof; (ii) any written indemnity agreement by and between Company or its
predecessors and Employee in effect on the Termination Date, (iii) any policy
of insurance maintained by Company or its predecessors covering directors’ and
officers’ liability; (iii) the certificate of incorporation, bylaws or other
organizational documents of the Company (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.


3.4                                 For
clarification purposes, the time period for any non-compete obligations of
Employee under his previous Employment Agreement with the Company or its
predecessor commenced upon the date of the termination of the Employment
Agreement and not from termination of this Agreement.


4.                                       COMPENSATION
AND EXPENSE REIMBURSEMENT


4.1                                 In
connection with the Employee Services contemplated herein, Company agrees to
pay Employee a monthly base salary in the amount of $                          
(“Base Salary”), payable at the Company’s regular payroll intervals.  In addition, upon termination of this
Agreement, Employee will receive a cash bonus payment (“Bonus”) equivalent to __%
of his Base Salary (“Bonus Percentage”) prorated based on the number of days
commencing on January 1, 2007 and ending on the Termination Date (“Bonus Days”).
 The Bonus will be calculated as follows:


	
  Bonus

  	
  =

  	
  Bonus Days*

  	
   

  	
  x

  	
  Bonus Percentage

  	
  x

  	
  (Base Salary x 12)

  
	
   

  	
   

  	
  365

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*                             In
calculating the Bonus, the quotient resulting from dividing Bonus Days by 365
will be rounded up or down to the nearest 1/10000th (four decimal places).


4.2                                 Company
shall reimburse Employee for reasonable expenses only according to Company’s
expense reimbursement policy, and provided that appropriate backup
documentation verifying the expenses is submitted to Company with the invoice
for payment.


4.3                                 Employee
will continue to accrue vacation benefits under the terms of the Company’s
vacation policy during the term of this Agreement, and any accrued but unused
vacation benefits 



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as of the date of termination of this Agreement will be paid to Employee
promptly after such date.


5.                                       INDEMNIFICATION
AND RESPONSIBILITY


5.1                                 Company
agrees to indemnify Employee from and against any and all claims asserted
against Employee arising out of the Employee Services provided hereunder,
including reasonable attorney’s fees; provided, however, that in no event shall
Company be required to indemnify Employee for any claim arising from gross
negligence or willful misconduct on the part of Employee.


6.                                       CONFIDENTIAL
AND PROPRIETARY INFORMATION


6.1                                 Employee,
during the term hereof and for a two (2) year period from and after the
termination of this Agreement, covenants that he will not divulge, communicate,
use to the detriment of Company, or for the benefit of any other business,
firm, person, partnership or corporation or otherwise misuse any confidential
information, inventions, techniques, documentation, drawings, financial data,
devices, results of research or other data with respect to Company or its
business. Employee acknowledges that any such information, data or secrets he
may have acquired as a result of his association with Company is of value and
Company has the sole and exclusive proprietary interest therein; provided,
however, that the foregoing shall not apply to any information, knowledge or
data which is or becomes generally available to the public other than directly
or indirectly as a result of disclosure by Employee.


6.2                                 Employee
agrees that all documentation and information, including but not limited to
programs, specifications, technical information and data, and all software and
other tangible or intangible products, methods, techniques, materials or works
prepared for Company or developed as a result of the Employee Services
performed hereunder (collectively the “Works”) shall, to the extent permitted
by law, be considered a work made for hire. 
Employee hereby assigns to Company any rights he may have in such
Works.  Employee further agrees that upon
Company’s request he shall execute and deliver to Company such documents as
Company may reasonably request to vest title to such Works in Company.


6.3                                 Upon
termination or expiration of this Agreement, Employee shall immediately deliver
to and leave with Company all documents, records, manuals, files, films,
photographs, letters, notes, notepads, reports, and other similar documentation
or information containing any information concerning the business operations or
affairs of Company as well as any other materials relating to Company’s
business and all copies thereof, whether prepared by Employee or others, and
which are in Employee’s possession or under his control.


7.                                       ASSIGNMENT


7.1                                 No
party shall be at liberty to assign this Agreement or the rights and
obligations hereunder without the prior written consent of the other parties;
provided, however that Company shall be permitted to assign this Agreement to
its successors, if any.



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8.                                       FURTHER
ASSURANCES


8.1                                 Each
of the parties agrees to execute and deliver all such other and additional
instruments and documents and to do all such other acts and things as may be
necessary to give full effect to this Agreement.


9.                                       ENTIRE
AGREEMENT


9.1                                 This
Agreement and the additional agreements referred to herein shall constitute the
entire agreement of the parties with respect to the subject matter hereof and
shall not be changed, modified or discharged except by an instrument in writing
of equal formality herewith.


10.                                 DISPUTE
RESOLUTION


10.1                           Any
dispute or controversy between the parties arising from or relating to this
Agreement or the construction, validity, interpretation, meaning, enforcement,
performance, non-performance, operation or breach of this Agreement shall be
submitted to mediation.


10.2                           If
such mediation is unsuccessful, either of the parties may refer such dispute or
disagreement to mandatory, final and binding arbitration by giving written
notice thereof to the other and within twenty (20) days after the receipt of
such written notice by the other.  The
arbitration shall be conducted by one (1) arbitrator according to the rules
currently in effect for the American Arbitration Association.


11.                                 INTERPRETATIONS


11.1                           The
following rules shall be applied in interpreting this Agreement:


(a)                                  This
Agreement shall be governed by and construed in accordance with the law of the
State of Texas and the parties hereby consent to the jurisdiction of the state
district courts of the State of Texas, with the agreed venue of Harris County,
Texas.


(b)                                 If
any provision of this Agreement is wholly or partially invalid, this Agreement
shall be interpreted as if the invalid provision had not been a part hereof.


 


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IN WITNESS WHEREOF the
parties hereto have executed this Agreement as of the date first written above.


	
  

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Its:

  	
   

  
					



 



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