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Exhibit 10.3


 


SEITEL,
INC.


Summary of
Amendment to 2005 Non-Employee Director 


and Updates to
Executive Officer Compensation and Incentive Arrangements

 


 


Non-Employee Director
Compensation Amendment


            On May 23, 2005, the independent directors of
the board of directors (the "Board") of Seitel, Inc. (the "Company") voted to
reduce the compensation of Fred S. Zeidman, as Chairman of the Board, from
$250,000 per year to $100,000 per year, effective July 1, 2005.  The Board made
this decision based on the recommendation of its compensation committee.




Executive Officer Compensation Updates


            On July 14, 2005, the Company made grants of
restricted common stock, par value $.01 per share (the "Common Stock"), to its
named executive officers as follows:




	
  Kevin Callaghan,

  Chief Operating Officer and Executive Vice President

  	
  100,000 shares 

  
	

  

  
	

  

  

	
  Robert Simon,

  President-Seitel Data, Ltd.

  	
  75,000 shares 

  
	

  

  
	

  

  

	
  Marcia Kendrick,

  Senior Vice President, Chief Accounting Officer,
  Treasurer,

  Acting Chief Financial Officer and Acting Secretary

  	
  36,000 shares 

  
	

  

  
	

  
	
  Garis Smith,

  President Olympic Seismic, Ltd.

  	
  50,000 shares 

  










            With the exception of Marcia Kendrick, these
awards were made to the executives in addition to and outside of the Company's
annual incentive plan established in January of 2005 (the "Incentive Plan"). 
These additional awards were made in recognition of the executive's performance
and contributions to the Company in the first six months of 2005.




            Marcia Kendrick was added to the category of
executive officers eligible for guaranteed stock options or other equity-based
awards ("Key Executive Awards") under the Incentive Plan.  Ms. Kendrick's award
of 36,000 shares of restricted Common Stock represents her 2005 Key Executive
Award, which was based on the July 14, 2005 closing price of the Common Stock
($1.39 per share).  This Key Executive Award represents approximately 25% (Ms.
Kendrick's target for Key Executive Awards) of her base salary.




            Garis Smith was determined by the Board to be an
executive officer, as defined by the rules promulgated under the Securities
Exchange Act of 1934, as amended, on May 23, 2005.  Mr. Smith is the president
of Seitel, Inc.'s wholly owned subsidiary, Olympic Seismic, Ltd.  His annual
base salary is $240,000 (Canadian dollars) and he is eligible for cash bonuses
and Performance Equity Awards under the Incentive Plan.  Under the Incentive
Plan, Mr. Smith's target for a cash bonus is 45% of his base salary and his
target for a Performance Equity Award is 50% of his cash bonus amount.  In
addition, on February 15, 2005, Mr. Smith was granted 48,000 shares of
restricted Common Stock.




            All of the above described restricted stock
grants will vest as to one-third of the shares on each of first, second and
third anniversary of the grant date.  Each of the restricted stock grants will
be 100% vested on the date immediately preceding a change in control, and upon
termination resulting from the executive's death or disability.  These grants
were made under Seitel's 2004 Stock Option Plan and subject to the form of
Restricted Stock Award Agreement filed as Exhibit 10.2 to Seitel's 2004 Form
10-K.




            William Restrepo joined the Company as its chief
financial officer, executive vice president and secretary on July 25, 2005. 
Mr. Restrepo's annual base salary is $240,000 and he was granted 90,000 shares of
restricted Common Stock as an inducement award on that date.  His employment
agreement and restricted stock agreement are filed as Exhibits 10.1 and 10.2,
respectively, to the Company's Form 10-Q for the quarterly period ended June
30, 2005.  Under the Incentive Plan, Mr. Restrepo's targets are as follows: 50%
of base salary for cash bonuses and Key Executive Awards; and 50% of his cash
bonus amount for Performance Equity Awards.  His 2005 cash bonus will be
prorated in the discretion of the compensation committee because of his July
25, 2005 commencement date.  Likewise, his 2005 Key Executive Award and any
2005 Performance Equity Award will reflect proration.  The Key Executive Award
will be valued at approximately $52,600 on the date of grant (expected in early
January 2006).