Exhibit
10.9


AMENDMENT NO. 2


TO


EMPLOYMENT AGREEMENT


This Amendment No. 2 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 Larry L.
Worden, an individual currently resident in Spring, 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 October 22, 2001, as Amended effective November 14, 2001, (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 two (2) 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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Larry L. Worden

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CGG:

  
	
   

  	
   

  
	
   

  	
  COMPAGNIE
  GÉNÉRALE DE GÉOPHYSIQUE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Michel Ponthus

  
	
   

  	
  Senior Executive Vice President

  



 



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EXHIBIT A


TO


AMENDMENT
NO. 2 TO EMPLOYMENT AGREEMENT


RELEASE AGREEMENT


In
consideration of the Change in Control benefits referenced in Section 1 of
Amendment No. 2 to Employment Agreement, dated as of December 27, 2006, by and
between Veritas DGC Inc., (“Veritas”), and Larry L. Worden, (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:

  	
   

  	
   

  	
   

  
	
   

  	
  Larry L. Worden

  	
   

  
	
   

  	
   

  
	
  Dated this        day
  of                          ,
  20    

  	
   

  
					



 



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