_







Exhibit 10.2


 

SEITEL, INC.


RESTRICTED STOCK AWARD
AGREEMENT


THIS RESTRICTED STOCK AGREEMENT (this
"Agreement") is made and entered into by and between Seitel, Inc., a Delaware
corporation (the "Company"), and William Restrepo ("Grantee"), the Chief
Financial Officer of the Company, effective as of the grant date shown in
Appendix A attached hereto pursuant to the Seitel, Inc. 2004 Stock Option
Plan (the "Plan").  The Plan is incorporated by reference herein in its
entirety.  Capitalized terms not otherwise defined in this Agreement shall have
the meaning given such terms as defined in the Plan.


WHEREAS, effective July 14, 2005, Grantee
entered into an employment agreement with the Company to serve as the Chief
Financial Officer (the "CFO") of the Company, and as a material inducement to
such employment, the Committee on behalf of the Company has authorized a grant
to Grantee a number of restricted shares of the Company's Stock, par value $.01
per share (the "Common Stock"), effective July 25, 2005, in the amount indicated
on Appendix A and which is pursuant to and shall be subject to the terms and
conditions of this Agreement and the Plan, with a view to increasing Grantee's
interest in the Company's welfare and growth; and


WHEREAS, Grantee desires to receive shares of
the Common Stock as Restricted Stock pursuant to this Agreement as inducement
stock.


NOW, THEREFORE, in consideration of the
premises, mutual covenants and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:


1.                 Grant of Common Stock.  Subject to the
restrictions, forfeiture provisions and other terms and conditions set forth
herein (a) the Company hereby grants to Grantee the number of shares of
Common Stock ("Restricted Shares") as set out in Appendix A hereto, and
(b) subject to the terms hereof, Grantee shall have and may exercise
rights and privileges of ownership of such Restricted Shares, including, without
limitation, the voting rights of such shares and the right to receive dividends
declared in respect thereof.  This Agreement and the grant of Restricted Shares
are subject to administration by and the rules and procedures established by
the Committee under the Plan.


2.                  Transfer Restrictions; Vesting.


(a)              
Generally.  Grantee shall not sell, assign, transfer,
exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of
(collectively, "Transfer") any Restricted Shares prior to their vesting in accordance
with the Vesting Dates set out in Appendix A.  Further, even after such
Restricted Shares becomes vested, such vested Restricted Shares may not be sold
or otherwise disposed of in any manner which would constitute a violation of
any applicable federal or state securities laws or other applicable law, rules
of any exchange on which the Company's securities are traded or listed, or
Company rules or policies as determined by Company in its sole discretion. 
Restricted Shares shall vest as of each of the Vesting Dates set out in
Appendix A provided that Grantee remains employed with the Company through the
Vesting Date, except as may otherwise be provided herein.


(b)              
Dividends, etc.  If the Company (i) declares a dividend
or makes a distribution on Common Stock in shares of Common Stock or
(ii) subdivides or reclassifies outstanding shares of Common Stock into a
greater number of shares of Common Stock or (iii) combines or reclassifies
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, then the number of shares of Grantee's Common Stock subject to the
transfer restrictions in this Agreement shall be proportionally increased or
reduced as to prevent enlargement or dilution of Grantee's rights and duties
hereunder.  The determination of the Company's Board of Directors regarding
such adjustment should be final and binding.


3.                  Vesting on Change in Control.  Notwithstanding
the provisions in Section 2, on the date immediately preceding the date of
a Change in Control (as defined below), the Restricted Shares shall be 100%
vested.  For purposes of this Agreement, a "Change in Control" shall
mean the occurrence of any of the following events:


(a)              
any Person (other than the Company, any trustee or other fiduciary
holding securities under any employee benefit plan of the Company, or any
company owned, directly or indirectly, by the stockholders of the Company
immediately prior to the occurrence with respect to which the evaluation is
being made in substantially the same proportions as their ownership of the
common stock of the Company) acquires securities of the Company and immediately
thereafter is the Beneficial Owner (except that a Person shall be deemed to be
the Beneficial Owner of all shares that any such Person has the right to
acquire pursuant to any agreement or arrangement or upon exercise of conversion
rights, warrants or options or otherwise, without regard to the 60-day period
referred to in Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Exchange Act"), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's then
outstanding securities (except that an acquisition of original issue securities
directly from the Company shall not be deemed an acquisition for purposes of
this clause (a));


(b)              
during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (a), (c), or (d) of this
paragraph) whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two thirds of the
directors then still in office who either were directors at the beginning of
the two-year period or whose election or nomination for election was previously
so approved but excluding for this purpose any such new director whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of an individual, corporation, partnership, group,
associate or other entity or Person other than the Board, cease for any reason
to constitute at least a majority of the Board; 


(c)               
the consummation of a merger or consolidation of the Company with
any other entity, other than (i) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving or resulting entity) more
than 50% of the combined voting power of the surviving or resulting entity
outstanding immediately after such merger or consolidation or (ii) a merger or consolidation in which no premium is intended to be paid to any
shareholder participating in the merger or consolidation;


(d)              
the stockholders of the Company approve a plan or agreement for the
sale or disposition of all or substantially all of the consolidated assets of
the Company (other than such a sale or disposition immediately after which such
assets will be owned directly or indirectly by the stockholders of the Company,
in substantially the same proportions as their ownership of the common stock of
the Company immediately prior to such sale or disposition) in which case the
Board shall determine the effective date of the Change in Control resulting
therefrom; or


(e)               
any other event occurs which the Board determines, in its
discretion, would materially alter the structure of the Company or its
ownership.


(f)                
"Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 under the Exchange Act and any successor to such Rule.


(g)              
"Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, and
shall include a "group" as defined in Section 13(d) thereof.


4.                   Forfeiture.


(a)              
Termination of Service.  Notwithstanding the provisions in
Section 2 hereof, if the Grantee's employment with the Company is
terminated:  (i) by the Company without Cause (as defined below); (ii) on
account of the Company's election to not extend the term of the Employment
Agreement (as defined below); (iii) by the Grantee for Good Reason (as defined
below); or (iv) on account of Grantee's death or Disability (as defined below)
the Restricted Shares shall be 100% vested on the effective date of such
termination of employment.  


For the purposes of this Agreement, "Cause"
shall mean:


(i)                 
willful misconduct or gross negligence by the Grantee in the performance
of his duties under the employment agreement between the Grantee and the
Company dated July 14, 2005 (the "Employment Agreement"); 


(ii)               
breach of a the Employment Agreement by the Grantee, which, if curable,
is not substantially cured to the satisfaction of the Company determined by the
Company in its sole discretion within ten (10) days after Grantee's receipt of
written notice from the Company of such breach;


(iii)              
failure by the Grantee to perform his duties, if not cured to the
satisfaction of the Company determined by the Company within ten (10) days
after Grantee's receipt of written notice from the Company of such breach,
other than a failure resulting from Grantee's incapacity due to Disability (as
defined below);


(iv)             
 a material violation by the Grantee of the Company's code of business
conduct or the Company's policies or procedures; or


(v)               
conviction of the Grantee of, or a plea of nolo contrendere to, a
felony, or his engagement in fraud or other willful misconduct which is
injurious to the business or reputation of the Company.


For purposes of this Agreement, "Good Reason"
shall mean:


(i)                 
a material diminution in the Grantee's title and duties as
normally-associated with the position of CFO of the Company, without regard to
the additional duties and positions to which he may be assigned from time to
time with respect to affiliates or subsidiaries as described in the second
sentence of Section 3 of the Employment Agreement;


(ii)               
a reduction in the Grantee's Base Salary as provided in the Employment
Agreement; 


(iii)              
a change in reporting structure so that the Grantee reports to someone
other than the President of the Company; or


(iv)             
the relocation of the Grantee's principal place of employment to a
location more than fifty (50) miles from his principal place of employment with
the Company on July 25, 2005.


For the purposes of this Agreement, "Disability"
shall mean the Grantee's inability, due to physical or mental incapacity, to
substantially perform his duties and responsibilities for a period of ninety
(90) days during any twelve-month period as determined by the Company.  The
Grantee agrees to submit to any examination that is necessary for a
determination of Disability and agrees to provide any information necessary for
a determination of Disability, including any information that is protected by
the Health Insurance Portability and Accountability Act.


(b)              
If Grantee's employment with the Company is terminated by the
Company or Grantee for any reason, other than as provided in Section 3 or 4(a),
then Grantee shall immediately forfeit all Restricted Shares which are unvested
unless the Committee, in its sole discretion, determines that any or all of
such unvested Restricted Shares shall not be so forfeited.


(c)               
Forfeited Shares.  Any Restricted Shares forfeited under this
Section 4 shall automatically revert to the Company and become canceled and
such shares shall be again subject to the Plan as provided in Section 4 of the
Plan.  Any certificate(s) representing Restricted Shares which include
forfeited shares shall only represent that number of Restricted Shares which
have not been forfeited hereunder.  Upon the Company's request, Grantee agrees
for himself and any other holder(s) to tender to the Company any certificate(s)
representing Restricted Shares which include forfeited shares for a new
certificate representing the unforfeited number of Restricted Shares.


5.                   Issuance of Certificate.


(a)              
The Company shall cause to be issued a stock certificate, registered
in the name of the Grantee, evidencing the Restricted Shares upon receipt of a
stock power duly endorsed in blank with respect to such shares.  Each such
stock certificate shall bear the following legend:


The
transferability of this certificate and the shares of stock represented hereby
are subject to the restrictions, terms and conditions (including forfeiture and
restrictions against transfer) contained in the restricted stock agreement
entered into between the registered owner of such shares and Seitel, Inc. 
copies of the restricted stock agreement are on file in the office of the
secretary of Seitel, Inc., located at 10811 S. Westview Circle Drive, Suite 100, Bldg. C, Houston,
Texas  77043. 


Such legend shall not be removed from the
certificate evidencing Restricted Shares until such time as the restrictions
thereon have lapsed.


(b)              
The certificate issued pursuant to this Section 5, together with the
stock powers relating to the Restricted Shares evidenced by such certificate,
shall be held by the Company.  The Company may issue to the Grantee a receipt
evidencing the certificates held by it which are registered in the name of the
Grantee.


6.                   Miscellaneous.


(a)              
Certain Transfers Void.  Any purported transfer of Restricted
Shares in breach of any provision of this Agreement shall be void and
ineffectual, and shall not operate to transfer any interest or title in the
purported transferee.


(b)              
No Fractional Shares.  All provisions of this Agreement
concern whole shares of Common Stock.  If the application of any provision
hereunder would yield a fractional share, the value of such fractional share
shall be paid to the Grantee in cash.


(c)               
Not an Agreement for Continued Employment or Services.  This
Agreement shall not, and no provision of this Agreement shall be construed or
interpreted to, create any right of Grantee to continue employment with or
provide services to the Company, Company affiliates, parent, subsidiary or
their affiliates.  


(d)              
Dispute Resolution.


(i)                 
Arbitration. All disputes and controversies of every kind and
nature between any parties hereto arising out of or in connection with this
Agreement or the transactions described herein as to the construction,
validity, interpretation or meaning, performance, non-performance, enforcement,
operation or breach, shall be submitted to arbitration pursuant to the following
procedures:


(1)              
After a dispute or controversy arises, any party may, in a written
notice delivered to the other parties to the dispute, demand such arbitration.
Such notice shall designate the name of the arbitrator (who shall be an
impartial person) appointed by such party demanding arbitration, together with
a statement of the matter in controversy.


(2)              
Within 30 days after receipt of such demand, the other parties shall, in
a written notice delivered to the first party, name such parties' arbitrator
(who shall be an impartial person). If such parties fail to name an arbitrator,
then the second arbitrator shall be named by the American Arbitration
Association (the "AAA"). The two arbitrators so selected shall name a
third arbitrator (who shall be an impartial person) within 30 days, or in lieu
of such agreement on a third arbitrator by the two arbitrators so appointed,
the third arbitrator shall be appointed by the AAA. If any arbitrator appointed
hereunder shall die, resign, refuse or become unable to act before an
arbitration decision is rendered, then the vacancy shall be filled by the
method set forth in this Section for the original appointment of such
arbitrator.


(3)              
Each party shall bear its own arbitration costs and expenses. The
arbitration hearing shall be held in Houston, Texas at a location designated by
a majority of the arbitrators. The Commercial Arbitration Rules of the American
Arbitration Association shall be incorporated by reference at such hearing and
the substantive laws of the State of Texas (excluding conflict of laws
provisions) shall apply.


(4)              
The arbitration hearing shall be concluded within ten (10) days unless
otherwise ordered by the arbitrators and the written award thereon shall be
made within fifteen (15) days after the close of submission of evidence. An
award rendered by a majority of the arbitrators appointed pursuant to this
Agreement shall be final and binding on all parties to the proceeding, shall
resolve the question of costs of the arbitrators and all related matters, and
judgment on such award may be entered and enforced by either party in any court
of competent jurisdiction.


(5)              
Except as set forth in Section 6(e)(d)(ii), the parties stipulate
that the provisions of this Section shall be a complete defense to any suit,
action or proceeding instituted in any federal, state or local court or before
any administrative tribunal with respect to any controversy or dispute arising
out of this Agreement or the transactions described herein. The arbitration
provisions hereof shall, with respect to such controversy or dispute, survive
the termination or expiration of this Agreement.


No party to an arbitration may disclose the existence or
results of any arbitration hereunder without the prior written consent of the
other parties; nor will any party to an arbitration disclose to any third party
any confidential information disclosed by any other party to an arbitration in
the course of an arbitration hereunder without the prior written consent of
such other party.


(ii)               
Emergency Relief. Notwithstanding anything in this Section 6(d)
to the contrary, any party may seek from a court any provisional remedy that
may be necessary to protect any rights or property of such party pending the
establishment of the arbitral tribunal or its determination of the merits of
the controversy or to enforce a party's rights under Section 6(d).


(e)               
Notices.  Any notice, instruction, authorization, request or
demand required hereunder shall be in writing, and shall be delivered either by
personal in-hand delivery, by telecopy or similar facsimile means, by certified
or registered mail, return receipt requested, or by courier or delivery service,
addressed to the Company at the address indicated beneath its signature on the
execution page of this Agreement, and to Grantee at his address indicated
herewith, or at such other address and number as a party shall have previously
designated by written notice given to the other party in the manner herein set
forth.  Notices shall be deemed given when received, if sent by facsimile means
(confirmation of such receipt by confirmed facsimile transmission being deemed
receipt of communications sent by facsimile means), and when delivered and
receipted for (or upon the date of attempted delivery where delivery is
refused), if hand-delivered, sent by express courier or delivery service, or
sent by certified or registered mail, return receipt requested.


(f)                
Amendment and Waiver.  This Agreement may be amended,
modified or superseded only by written instrument executed by the Company and
Grantee.  Any waiver of the terms or conditions hereof shall be made only by a
written instrument executed and delivered by the party waiving compliance.  Any
amendment or waiver agreed to by the Company shall be effective only if
executed and delivered by a duly authorized executive officer of the Company. 
The failure of any party at any time or times to require performance of any provisions
hereof shall in no manner effect the right to enforce the same.  No waiver by
any party of any term or condition in this Agreement, or breach thereof, in one
or more instances shall be deemed a continuing waiver of any such condition or
breach, a waiver of any other condition, or the breach of any other term or
condition.


(g)              
Independent Legal and Tax Advice.  The Grantee has been
advised and Grantee hereby acknowledges that he has been advised to obtain
independent legal and tax advice regarding this grant of the Restricted Shares
and the disposition of such shares, including, without limitation, the election
available under Section 83(b) of the Internal Revenue Code.


(h)              
Governing Law and Severability.  This Agreement shall be
governed by the internal laws, and not the laws of conflict, of the State of Delaware.  The invalidity of any provision of this Agreement shall not affect any other
provision of this Agreement which shall remain in full force and effect.


(i)                 Successors and Assigns.  Subject to the limitations which
this Agreement imposes upon transferability of Restricted Shares, this
Agreement shall bind, be enforceable by and inure to the benefit of the Company
and its successors and assigns, and Grantee, and, upon his death, on his estate
and beneficiaries thereof (whether by will or the laws of descent and
distribution).


(j)                
Community Property.  Each spouse individually is bound by,
and such spouse's interest, if any, in any shares is subject to, the terms of
this Agreement. Nothing in this Agreement shall create a community property
interest where none otherwise exists.


(k)              
Entire Agreement.  This Agreement supersedes any and all
other prior understandings and agreements, either oral or in writing, between
the parties with respect to the subject matter hereof and constitute the sole
and only agreements between the parties with respect to the said subject
matter. All prior negotiations and agreements between the parties with respect
to the subject matter hereof are merged into this Agreement. Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party or by anyone
acting on behalf of any party, which are not embodied in this Agreement and
that any agreement, statement or promise that is not contained in this
Agreement shall not be valid or binding or of any force or effect.


(l)                
Compliance with Other Laws and Regulations.  This Agreement,
the grant of Restricted Shares and issuance of Common Stock shall be subject to
all applicable federal and state laws, rules, regulations and applicable rules
and regulations of any exchanges on which such securities are traded or listed,
and Company rules or policies.  Any determination in this connection by the
Committee shall be final, binding and conclusive on the parties hereto and on
any third parties, including any individual or entity.


(m)            
Tax Requirements.


(i)                 
Tax Withholding.  This grant under this Agreement is subject to
and the Company shall have the power and the right to deduct or withhold, or
require the Grantee to remit to the Company, an amount sufficient to satisfy
federal, state, and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a result
of the Plan and this Agreement.


(ii)               
Share Withholding.  With respect to tax withholding required upon
any taxable event arising as a result of this Agreement, Grantee may elect,
subject to the approval of the Committee in its discretion, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
shares of Stock having a Fair Market Value on the date the tax is to be
determined equal to the statutory total tax which could be imposed on the
transaction.  All such elections shall be made in writing, signed by the
Grantee, and shall be subject to any restrictions or limitations that the
Committee, in its discretion, deems appropriate.  Any fraction of a share of
Stock required to satisfy such obligation shall be disregarded and the amount
due shall instead be paid in cash by the Grantee.


(n)              
Grantee's Address.  


            Grantee's
address of record is:                          William Restrepo


                                                                                    3219 Oakmont Drive


                                                                                    Sugar Land,   Texas 77479




Grantee shall be responsible to notify the
Company of any changes to his address.


[Signature page follows]





 

IN WITNESS
WHEREOF, the parties have caused this Agreement to be executed on the date
first above written.

 


                                                                               COMPANY:

 




                                                                               SEITEL,
INC.




                                                                               


                                                                               By:     /s/
Marcia H. Kendrick                                            


                                                                               Name:    
Marcia H. Kendrick                                            


                                                                               Title:    Chief
Accounting Officer                                         

 

 






                                                                               Address:     Seitel,
Inc.


                                                                                                  10811 S. Westview Circle Drive, 


                                                                                                  Suite 100, Bldg. C


                                                                                                  Houston, TX   77043


                                                                                                  Facsimile: 
(713) 881-2815


                                                                                                  Attention:
Secretary

 






                                                                               GRANTEE:

 






                                                                                   /s/
William Restrepo                                          


                                                                               Signature

 

 






                                                                               William
Restrepo                                                   


                                                                               Printed
Name






 

 














APPENDIX A TO



RESTRICTED STOCK
AGREEMENT


 

Grantee's Name:       William Restrepo                      

 






	
  Grant
  Date:

  	
  Number
  of

  Restricted
  Shares Granted

  
	
  July 25, 2005

  	
  90,000

  









Vesting Dates:


	
  Date

  	
  Number
  of

  Restricted
  Shares Granted

  
	
  July 25, 2006

  	
  33.3%

  
	
  July 25, 2007

  	
  33.3%

  
	
  July 25, 2008

  	
  33.4%

  







Note:  All vesting is subject to the terms and
conditions of the Agreement.