Exhibit
10.4


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 Mark E. Baldwin, 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 August 23,
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), (c) and (d) 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(e) of the Agreement (to the extent not previously
paid).


(b) – (d)  [Intentionally
omitted.]


4.             Paragraph (e) 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:


(e)           If (i) a “Change in Control” (as
defined in Section 6(g) 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(e)(3)(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(e)(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(e)(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(e)(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(e), 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



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companies (including, after the Mergers (as defined
in the Merger Agreement), CGG or any of its affiliated 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(e), 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.             A new Paragraph (l) of Section 7 of
the Agreement entitled “Excise Tax” shall be added to read:


(1)           Nothing in this Section is intended to violate the
Sarbanes-Oxley Act and to the extent that any advance or repayment obligation
hereunder would do so, such obligation shall be deemed modified so as to make
the advance a nonrefundable payment to Employee and the repayment obligation
null and void.


6.             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).


7.             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 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



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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(e) 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 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:

  	
   

  	
   

  
	
   

  	
   

  	
  Thierry Pilenko

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mark E. Baldwin

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CGG:

  
	
   

  	
   

  
	
   

  	
  COMPAGNIE
  GÉNÉRALE DE GÉOPHYSIQUE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Michel Ponthus

  
	
   

  	
   

  	
  Senior Executive
  Vice President

  
								



 



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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 Mark E. Baldwin, (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.



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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:

  	
   

  	
   

  
	
   

  	
  Mark E. Baldwin

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated this
         day of
                ,
  20      

  	
   

  



 



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