Exhibit 10.1


 





 


EMPLOYMENT AGREEMENT


BETWEEN GEOKINETICS INC. AND GARY L. PITTMAN


 


This
Employment Agreement dated as of October 13, 2010 (the “Effective Date”), and
Exhibit A attached hereto and incorporated by reference (collectively referred
to as the “Agreement”), sets forth the principal terms of the employment
relationship between Gary L. Pittman (the “Employee”) and Geokinetics Inc.
and/or its subsidiaries (the “Company”). 
This Agreement shall supersede any and all previous offers, agreements
or understandings between Employee and the Company.  The Company and the Employee agree as
follows:


 


Section
1: Employment, Compensation, and Benefits


 


1.1           Employment. The Company
agrees to employ Employee, and Employee agrees to be employed by the Company,
in the Position identified in Exhibit A. 
Employee shall be based in Houston, Texas, U.S.A. or in such other
location as may be designated by the Company and mutually acceptable to
Employee. Employee further agrees that Company may assign Employee any job functions
that are consistent with Employee’s Position identified in Exhibit A and that
Employee can reasonably be expected to perform. 
Employee will devote substantially all of his time and attention during
working hours and best efforts to the affairs of the Company.  Employee also agrees to fully perform his
duties and responsibilities to the Company.


 


1.2           Compensation. The Employee
shall be compensated as set forth in Exhibit A. 
Employee’s monthly base salary shall be paid in accordance with the
Company’s standard payroll practices, and (as with all other compensation paid
to Employee by the Company) is subject to withholding of all federal, state,
city, or other taxes as may be required by applicable law.  Compensation may, but will not necessarily,
include base salary, annual bonus opportunity and periodic equity-based awards
as determined appropriate by the Compensation Committee of the Board of
Directors (“Compensation Committee”) or the Board of Directors (“Board”).


 


1.3           Benefits. Employee shall
be eligible to participate in all general employee benefit plans and programs
that the Company has made available to the Company’s employees in the United
States. Employee will be eligible for 4 weeks of vacation per year pursuant to
the Company’s policies and procedures. Nothing in this Agreement is to be
construed to provide greater rights, participation, coverage or benefits than
provided to similarly-situated employees under the terms of the benefit plans
and programs.  The Company is not
obligated to institute, maintain or refrain from changing, amending or
discontinuing any benefit program or plan, as long as such actions are
similarly applicable to covered employees generally.


 


Section
2: Termination of Employment


 


2.1           Employment Status. Employee and
Company acknowledge and agree that the Employee’s employment is on an “at-will”
basis, meaning that both the Employee and the Company are free to terminate the
employment relationship at any time, for any reasons, with or without notice,
and with or without cause.  Subject to
Section 2.3, Employee further acknowledges and agrees that Company is not
obligated to maintain Employee’s employment for any specific period of time and
there is no definite term for this Agreement.


 

















 


2.2           Delivery of Notice.   Employee and Company
acknowledge and agree that any and all notices required to be delivered under
the terms of this Agreement shall be forwarded by personal delivery or
registered mail.  Notices shall be deemed
to be communicated and effective on the date they are personally delivered or
three (3) days after the date such notices are deposited (postage prepaid) in
registered mail. Such notices shall be addressed as follows:


 


	
  If
  to Company:

  	
   

  	
  Richard
  F. Miles

  
	
   

  	
   

  	
  Geokinetics
  Inc.

  
	
   

  	
   

  	
  1500
  City West, Suite 800

  
	
   

  	
   

  	
  Houston,
  Texas 77042

  
	
   

  	
   

  	
   

  
	
  If
  to the Employee:

  	
   

  	
  Gary
  L. Pittman

  
	
   

  	
   

  	
  1111
  Hermann Drive, 21-C

  
	
   

  	
   

  	
  Houston,
  Texas 77004

  



 


2.3           Severance. Pursuant to
the terms of this Agreement, Company shall pay Employee Severance Pay for the
number of months stated in Exhibit A as the “Severance Pay Period” if the
Company terminates the Employee’s employment without Cause or if Employee
resigns with Good Reason.  Employee is
not entitled to Severance Pay for a termination based on Death/Disability,
resignation without Good Reason, or termination for Cause, unless the Company
advises Employee of its intent to enforce Employee’s non-compete obligations
under Section 3.3 of this Agreement. 
Employee acknowledges and agrees that, regardless of the reason for
termination, Employee’s continued eligibility for Severance Pay, if applicable,
is contingent upon Employee’s compliance with Section 3.3 of this Agreement and
that Employee shall not be entitled to any Severance Pay, and Company can
discontinue the payment of any Severance Pay, if Employee violates the
provisions of Sections 3.3 of this Agreement. 
Discontinuance of such payments, however, will not prevent the Company
from otherwise enforcing Section 3.3 of this Agreement.


 


If
the Company terminates the Employee’s employment without “Cause”, or if the
Employee resigns for Good Reason, Severance Pay shall be equivalent to Employee’s
monthly base pay multiplied by the Severance Pay Period.  If the Employee agrees to a reduction in base
salary at any time, the highest base salary received subsequent to the
Effective Date will be used for purposes of calculating the base salary portion
of Severance Pay.


 


To
the extent Employee is eligible for Severance Pay under this Agreement, such
Severance Pay is contingent upon Employee’s execution of a reasonable Release
of All Claims in such form of Release as presented by the Company to Employee (“Release”)
within a time period to be determined by the Company, such period not to exceed
fifty (50) days.  In the event Employee
refuses to sign and/or revokes any such reasonable Release, Employee
acknowledges and agrees that Employee shall not be entitled to any Severance
Pay so that the Company shall have no further obligation to compensate Employee
under this Agreement for termination of employment other than paying earned but
unpaid salary and accrued vacation.


 


To
the extent Employee is eligible for Severance Pay under this Agreement, the
Company shall pay such Severance Pay monthly following Employee’s “separation
from service” (as defined in Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code) and Treasury Regulations and other guidance promulgated
or issued thereunder (collectively referred to as “Section 409A”)), except that
Severance Pay that would have been paid during the 60 days immediately
following the Employee’s separation from service will be


 


2

















 


paid
on the 60th day following such separation from service; provided, however, that the Company shall make no payments
until six months after Employee’s separation from service, at which point all
delayed payments will be made in a lump sum within 30 days following the end of
such 6-month period, but only (i) if Employee is a “Specified Employee” (as
defined in Section 409A) and (ii) to the extent required to avoid
additional taxation under Section 409A. 
To the extent Employee is eligible for Severance Pay under this
Agreement, the Company shall provide to Employee payments for continued medical
and dental insurance coverage under the Company’s group health plan at the
existing level during the Severance Pay Period (or if shorter, the period of
time during which Employee is entitled to continuation coverage under Section
4980B (COBRA)) regardless of whether Severance Pay is paid monthly or delayed.


 


This
Agreement is intended to comply with Section 409A to the extent applicable, and
any ambiguous provision will be construed in a manner that is compliant with or
exempt from the application of Section 409A. 
If any provision of this Agreement (or of any compensation or benefits
hereunder) would cause Employee to incur any additional tax or interest under
Section 409A, the Company shall, after consulting with Employee, reform such
provision to comply with Section 409A, to the extent permitted under Section
409A; provided, however, that the Company agrees to maintain, to the maximum
extent deemed practicable, the original intent and economic benefit to Employee
of the applicable provision without violating or causing taxation under Section
409A.


 


For
purposes of this Agreement, “Cause” shall mean: (a) the Employee’s conviction
by a court of competent jurisdiction of a felony or crime involving moral
turpitude, or entering a guilty plea, the plea of nolo contendere, or similar
plea to such crime by the Employee regardless of whether such crime is subject
to deferred adjudication; (b) the Employee’s commission of a material act of
fraud; (c) the Employee’s material violation of the Company’s policies and
procedures and/or Code of Conduct; (d) the Employee’s material misappropriation
of funds or property of the Company; (e) the Employee’s knowing engagement,
without prior written approval of the Company, in any material activity which
directly competes with the business of the Company, its affiliates, or which
could directly result in a material injury to the business or reputation of the
Company or any affiliate; and (f) Employee’s material failure to perform
his/her duties and responsibilities under this Agreement if not cured within 60
days of Employee being formally notified in writing of material failure, which
notice shall specifically identify the performance failure as determined in
good faith by the Company.


 


For
purposes of this Agreement, resigning with “Good Reason” shall be defined to include
any of the following events that arise without Employee’s prior written
consent: (a) a relocation of Employee to an office or location more than fifty
(50) miles from his/her office or location as of the Effective Date; (b) a
material diminution in Employee’s duties, responsibilities or authority; (c) a
material diminution in Employee’s base salary or target bonus by more than ten
percent (10%), except in connection with an executive-wide reduction for cost
purposes; (d) or any other action or inaction that constitutes a material
breach by the Company of this Agreement. Notwithstanding anything to the
contrary contained herein, a termination by the Employee for “Good Reason”
shall occur only if (i) the Employee provides written notice to the Company of
the occurrence of the event that constitutes “Good Reason” within sixty (60)
days of the event’s initial existence, and (ii) the Company fails to remedy the
event within thirty (30) days of its receipt of such notice, and (iii) the
Employee terminates his services no later than thirty (30) days following the
end of such cure period.


 


For
purposes of this Agreement, “Death/Disability” shall mean Employee’s: (a)
death; (b) becoming incapacitated or disabled so as to entitle Employee to
benefits under the Company’s


 


3

















 


long-term
disability plan; or (c) becoming permanently and totally unable to perform
Employee’s duties for the Company as a result of any physical or mental
impairment supported by a written opinion by a physician selected by the
Company.


 


2.4           Change of Control.  In the event of a Change of Control, the
Employee shall receive remuneration as set forth in Exhibit A. To the extent
Employee is eligible to receive such compensation pursuant to a Change of
Control; such compensation is contingent upon Employee’s execution of a
reasonable Release presented by the Company.  
In the event Employee refuses to sign and/or revokes any such reasonable
Release, Employee acknowledges and agrees that Employee shall not be entitled
to any compensation as a result of a Change of Control.


 


For
purposes of this Agreement, a “Change of Control” means the occurrence of any
of the following events: (i) the Company shall not be surviving entity in any
merger, consolidation or other reorganization (or survives only as a subsidiary
of an entity other than a previously wholly-owned subsidiary of the Company);
(ii) the Company sells, leases or exchanges all or substantially all of its
assets to any other person or entity (other than a wholly-owned subsidiary of
the Company); (iii) the Company is to be dissolved and liquidated; (iv) any
person or entity, including a “group” as contemplated by Section 13(d)(3) of
the 1934 Act, acquires or gains ownership or control (including, without
limitation, power to vote) of more than 50% of the outstanding shares of the
Company’s voting stock (based upon voting power); or (v) as a result of or in
connection with a contested election of directors, the persons who were
directors of the Company before such election shall cease to constitute a
majority of the Board.  Notwithstanding
the foregoing, a “Change of Control” shall not include any transaction or
series of related transactions in which a stockholder or any “group” (as
contemplated by Section 13(d)(3) of the 1934 Act) of which such stockholder is
a member that, as of the date of approval of the relevant stock awards plan by
the board, owns more than 25% of the outstanding shares of the Company’s voting
stock (based upon the voting power of all shares of the Company’s capital
stock, the holders of which are entitled to vote for the election of members of
the Board) acquires, directly or indirectly, more than 50% of the outstanding
shares of the Company’s voting stock, but less than 75% of the outstanding
shares of the company’s voting stock (based, in either such case, upon the
voting power of all shares of the Company’s capital stock, the holders of which
are entitled to vote for the election of members of the Board).


 


2.5           Return of Company Property.  Upon termination or resignation of
employment, Employee shall immediately return all documents, data, equipment
and all other objects that constitute Company property to Employee’s manager or
human resources representative including, but not limited to, Employee’s
company issued laptop or computer, cell phone, credit cards, any leased or
rented objects, security or identification cards, thumb drives, external hard
drives and all keys to Company vehicles in Employee’s possession, custody or
control.


 


Section
3: Inventions, Trade Secrets, and Non-Compete Obligations


 


3.1           Confidentiality. The Company
shall provide Employee with valuable proprietary and confidential information
during employment for the purpose of assisting in the performance of Employee’s
job requirements and responsibilities. 
Employee acknowledges that such proprietary and confidential information
will be provided throughout his/her employment on a continuing basis because of
the Employee’s position with the Company. 
At all times during employment with the Company and after the
termination or expiration of employment, whether voluntary or involuntary,
Employee agrees to keep in confidence and trust all proprietary and
confidential information that has been provided to Employee by the Company, and
agrees not to 


 


4

















 


use
or disclose such proprietary and confidential information without the written
consent of the Company, except as may be necessary to perform Employee’s duties
to the Company. Employee also agrees to return all proprietary and confidential
information to the Company upon request and/or prior to leaving employment with
Company.


 


Proprietary
and Confidential Information includes, by way of example and without
limitation, the following:  (i) the
Company or its affiliates’ development, patent and copyright development and
licensing thereof, trade secrets, inventions, formulas, designs, drawings,
specifications and engineering, laboratory analysis, production processes, or
equipment; (ii) the Company or its affiliates’ marketing techniques, price
lists, pricing policies, sales, service, costs, and business methods, formulas,
product specifications, and planning efforts; (iii) the names of the Company or
its affiliates’ customers and their representatives, customer services, or the
type, quantity and specifications of products purchased by or from customers;
(iv) information about the Company or its affiliates’ employees and the terms
and conditions of their employment; (v) the Company or its affiliates’ computer
techniques, programs and software, or (vi) any other confidential or
proprietary information of the Company or the Company or its affiliates’
customers, suppliers, vendors, investors, partners, or other third parties that
cannot be obtained readily by the public. 
Employee acknowledges that this Confidential Information constitutes a
valuable, special, and unique asset used by the Company or its affiliates in
their business to obtain a competitive advantage over their competitors.  Employee further acknowledges that protection
of such Confidential Information against unauthorized disclosure and use is of
critical importance to the Company or its affiliates in maintaining their
competitive position.


 


3.2           Inventions.  Employee agrees that all confidential
information including copyrightable works, trademarks, and inventions
(patentable or not), discovered, created, developed, or invented by Employee as
a result of work that Employee performs in connection with this Agreement (whether
during business hours and whether on Company premises or otherwise), and all
applications for patents and resulting patents, shall belong to and be the
property of the Company.  All
proprietary and confidential information including, but not limited to,
copyrightable works, trademarks, and inventions (patentable or not),
discovered, created, developed, or invented by Employee as a result of work
that Employee performs in connection with this Agreement (whether during
business hours and whether on Company premises or otherwise), and all
applications for patents and resulting patents, shall belong to and be the
property of the Company.


 


Employee
agrees promptly to disclose to the Company all such intellectual property;
cooperate fully with and assist the Company in the preparation and prosecution
of all applications for patents, trademark registrations, and copyright
registrations covering any such property; execute all necessary documents
related to such property; provide necessary assistance associated with any
other protection procedures for such property; assign to the Company all
patents, trademark registrations, and copyright registrations issuing on such
applications; and aid the Company in the enforcement of its proprietary rights.  The Company shall pay Employee reasonable
compensation for and reimburse Employee for reasonable expenses associated with
time spent in assisting, preparing, and prosecuting applications, executing
necessary documents, engaging in other protection proceedings, and aiding the
Company in enforcing its proprietary rights in connection with matters arising
under this paragraph after the termination of Employee employment.


 


This Company Property and Inventions section shall not apply to any
inventions that Employee developed or conceived prior to employment with the
Company.  Similarly and 


 


5

















 


regardless
of any inventions described by Employee in the forgoing sentence, this Section
shall not apply to any inventions that meet all of the following
requirements:  (i) the invention is
developed entirely by Employee on Employee’s own time without using the Company’s
equipment, supplies, facilities or proprietary and confidential information;
(ii) the invention does not relate to the Company’s business or the actual or
demonstrably anticipated research or development of the Company; and (iii) the
invention does not result from any work performed by Employee for the Company.


 


3.3           Non-compete Obligations.  Employee agrees not to compete with the
Company and its affiliates in the seismic service industry during employment
with the Company.  In addition, following
termination of employment by the Company without Cause, Employee agrees that he
will not compete in the seismic service industry as more specifically set forth
in Exhibit A. Furthermore, following termination of employment due to
Death/Disability, by the Company with Cause, or Resignation by Employee, upon
confirmation by the Company that it intends to pay Employee Severance pursuant
to Section 2.3 of this Agreement and, thus, enforce the Employee’s non-compete
obligations under this Section, Employee agrees that he will not compete in the
seismic service industry as more specifically set forth in Exhibit A.


 


Employee
agrees that the restrictions set forth in this paragraph and Exhibit A are
intended to protect the legitimate business interests of the Company and its
proprietary and confidential information that will provided to Employee during
employment.  Employee agrees that the
time, geographic and scope of activity limitations set forth in Exhibit A are
reasonable and necessary to protect the Company’s legitimate business
interests.  Employee further acknowledges
that in the event of Employee’s termination, Employee’s knowledge, experience
and capabilities are such that Employee can obtain employment in business
activities which are of a different and non-competing nature than those
performed in the course of Employee’s employment with the Company.


 


3.4           Non-solicitation.  During Employee’s employment, and for the
longer of twelve months or the Severance Pay Period, if applicable, following
the termination of employment for any reason, Employee will not, either
directly or indirectly, call on, solicit, encourage, or induce any other employee
or officer of the Company or its affiliates with whom Employee had contact
with, knowledge of, or association with in the course of employment with the
Company, to terminate the individual’s employment or affiliation with the
Company, and will not assist any other person or entity in such a solicitation.


 


Section
4: Other Provisions


 


4.1           Waiver of Right to Jury Trial.


 


THE
COMPANY AND EMPLOYEE HEREBY VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY
AND ALL RIGHTS TO TRIAL BY JURY TO ALL CLAIMS ARISING OUT OF OR RELATING TO
THIS AGREEMENT, AS WELL AS TO ALL CLAIMS ARISING OUT OF EMPLOYEE’S EMPLOYMENT
WITH THE COMPANY OR TERMINATION THEREFROM INCLUDING, BUT NOT LIMITED TO:


 


a.             Any and all claims and causes of
action arising under contract, tort or other common law including, without
limitation, breach of contract, fraud, estoppel, misrepresentation, express or
implied duties of good faith and fair dealing, wrongful discharge,
discrimination, retaliation, harassment, negligence, gross negligence, false imprisonment,
assault and battery, 


 


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conspiracy,
intentional or negligent infliction of emotional distress, slander, libel,
defamation and invasion of privacy.


 


b.             Any and all claims and causes of
action arising under any federal, state or local law, regulation or ordinance,
including, without limitation, claims arising under Title VII of the Civil
Rights Act of 1964, the Pregnancy Discrimination Act, the Age Discrimination in
Employment Act, the Americans with Disabilities Act, the Family and Medical
Leave Act, the Fair Labor Standards Act and all corresponding state laws.


 


c.             Any and all claims and causes of
action for wages, employee benefits, vacation pay, severance pay, pension or
profit sharing benefits, health or welfare benefits, bonus compensation,
commissions, deferred compensation or other remuneration, employment benefits
or compensation, past or future loss of pay or benefits or expenses.


 


4.2           Choice of Law/Exclusive Jurisdiction
and Venue.  The Company
and Employee acknowledge and agree that this Agreement shall be interpreted,
governed by and construed in accordance with the laws of the State of Texas,
without regard to the conflict of laws principles or rules thereof.


 


The
Company and Employee irrevocably and unconditionally agree that any legal suit,
action or proceeding arising out of or relating to this Agreement, as well as
to all claims arising out of Employee’s employment with Employer or termination
therefrom, shall be brought in either the Federal District Court for the
Southern District of Texas—Houston Division or in a judicial district court of
Harris County, Texas (hereinafter referred to as the “Texas Courts”).  In that regard, the Company and Employee
waive, to the fullest extent allowed, any objection which the Company or
Employee may have to the venue of any such proceeding being brought in the
Texas Courts, and any claim that any such action or proceeding brought in the
Texas Courts has been brought in an inconvenient forum. In addition, the
Company and Employee irrevocably and unconditionally submit to the exclusive
jurisdiction of the Texas Courts in any such suit, action or proceeding.  The Company and Employee acknowledge and
agree that a judgment in any suit, action or proceeding brought in the Texas
Courts shall be conclusive and binding on each and may be enforced in any other
courts to whose jurisdiction the Company or Employee is or may be subject to,
by suit upon such judgment.


 


4.3           Compliance with Section 409A.  Any provisions of the Agreement that are
subject to Section 409A, and not exempted from or excepted under Section 409A,
are intended to comply with all applicable requirements of Section 409A, and
shall be interpreted and administered accordingly.  With respect to any amounts or benefits that
are subject to Section 409A, this Agreement shall in all respects be
administered in accordance with Section 409A.  In no event may the Employee, directly or
indirectly, designate the calendar year of any payment to be made under this
Agreement.


 


Notwithstanding
any provision of this Agreement to the contrary, if any payment or other
benefit provided herein would be subject to additional taxes and interest under
Section 409A because the timing of such payment is not delayed as provided in
Section 409A for a “specified employee” (within the meaning of Section 409A),
then if Employee is a “specified employee,” any such payment that the Employee
would otherwise be entitled to receive during the first six months following
his “separation from service” (as defined under Section 409A) shall be
accumulated and paid, within thirty (30) days after the date that is six months
following Employee’s date of “separation from service”, or such earlier date
upon which such amount can 


 


7

















 


be
paid under Section 409A without being subject to such additional taxes and
interest such as, for example, upon Employee’s death.


 


4.4           Entire Agreement.  This Agreement constitutes the entire
Agreement between the parties.  None of
the provisions of this Agreement may be waived, changed or altered except by an
instrument in writing signed by both parties. The waiver by either party of a
breach or violation of any provision of this Agreement shall not operate as, or
be construed to be, a waiver of any subsequent breach or violation.  Headings used throughout this Agreement are
for administrative convenience only and shall be disregarded for the purpose of
construing and enforcing this Agreement.


 


4.5           Assignment.  This Agreement shall be binding and inure to
the benefit of the Company and any other person, association, or entity that
may acquire or succeed to all or substantially all of the business assets of
the Company.  Employee’s rights and
obligations under this Agreement are personal, and they shall not be assigned
or transferred without the Company’s prior written consent.


 


4.6           Severability.  If any provision of this Agreement is
declared or determined by any court of competent jurisdiction to be illegal,
invalid, or unenforceable and cannot be modified to be enforceable, then the
illegal, invalid or unenforceable provision shall be excluded from this
Agreement, leaving the remaining provisions in full force and effect.


 


4.7           Employee Representations.  Employee represents and certifies that
he/she: (1) has carefully read all of this Agreement; (2) has been given a
fair opportunity to ask any questions necessary to understand the terms,
consequences and binding effect of this Agreement; (3) understands its provisions
and corresponding obligations; (4) has been given an adequate opportunity to
consult with an attorney regarding this Agreement; (5) has determined that it
is in his/her best interests to enter into this Agreement; (6) has not been
influenced to sign this Agreement by any statement or representation by Company
not contained in this Agreement; (7) expressly intends for this Agreement to
supersede any terms of employment Employee might otherwise be eligible for in
his/her Country of Operations or Country of Origin; and (8) enters into this
Agreement knowingly and voluntarily.


 


 


	
  GEOKINETICS INC.

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Richard F. Miles

  	
   

  	
  /s/ Gary L. Pittman

  
	
  Richard F. Miles

  	
   

  	
  Gary L. Pittman

  
	
  President & CEO

  	
   

  	
   

  
	
  Geokinetics Inc.

  	
   

  	
   

  
				



 


8
















 


EXHIBIT A


 


To the Employment Agreement
Between Geokinetics Inc. and Gary L. Pittman


 


The
Company and the Employee agree that this Exhibit A is incorporated by
reference into and is intended to be a material part of the Employment
Agreement dated as of October 13, 2010 between the Company and the
Employee (collectively the “Agreement”).


 


	
  Name

  	
   

  	
  Gary
  L. Pittman

  
	
   

  	
   

  	
   

  
	
  Position

  	
   

  	
  Executive
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Country
  of Operation

  	
   

  	
  United
  States

  
	
   

  	
   

  	
   

  
	
  Reporting
  To

  	
   

  	
  Richard
  F. Miles, President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Monthly
  Salary

  	
   

  	
  Employee’s
  salary shall be a base salary of $13,000.00 USD paid semi-monthly (24 pay
  cycles), which amounts to $312,000.00 USD on an annual basis. The Company is
  or may be required to withhold from such gross amount deductions for federal,
  state or local taxes, F.I.C.A. and such other taxes required by appropriate
  governmental agencies. The amount paid to Employee shall be net of such
  amounts. Employee’s salary will be reviewed annually by the Company.

  
	
   

  	
   

  	
   

  
	
  Incentive
  Compensation Plan

  	
   

  	
  Employee
  will be eligible to participate in a discretionary bonus plan with an annual
  target of 66% of Employee’s annual base
  salary.  This discretionary bonus will be paid in accordance with the
  Company’s Total Compensation Program. Employee must be employed by the
  Company at the time of payment in order to be eligible for and receive the
  annual discretionary bonus. For 2010, Employee will be eligible to receive a
  pro-rated share of the discretionary bonus based solely on Employee’s
  achievement of specifically indentified goals mutually agreed on with
  Employee’s Supervisor.

  
	
   

  	
   

  	
   

  
	
  Equity
  Plan Participation

  	
   

  	
  Employee
  shall be eligible to participate in the Company’s long-term incentive
  plan(s) in place at the time of the Employment Agreement or any similar
  plan or plans thereafter. All participation shall be in accordance with the
  terms and provisions of the Plan(s).

  
	
   

  	
   

  	
   

  
	
  Non-Qualified
  Stock Options

  	
   

  	
  Employee
  has been approved by the Compensation Committee of the Board of Directors to
  receive a grant of non-qualified stock options to purchase 50,000 shares of
  Geokinetics Inc.’s common stock. Such options will have an exercise price
  equal to the closing price of Geokinetics Inc.’s common stock on the date of
  your first day of employment. Options to purchase 30,000 shares of Company
  common stock will vest in three (3) equal annual installments beginning
  on November 15, 2011, and options to purchase the remaining 20,000
  shares of Company common stock will vest on November 15, 2013. All
  options to purchase Company common stock will be subject to all the terms and
  provisions of the relevant Geokinetics Inc. Stock Awards Plan.

  
	
   

  	
   

  	
   

  
	
  Severance
  Pay Period

  	
   

  	
  12
  months

  
	
   

  	
   

  	
   

  
	
  Non-Competition
  Period  

  	
   

  	
  12
  months from last day of employment with the Company. 

  
	
   

  	
   

  	
   

  
	
  Change
  of Control — Equity

  	
   

  	
  In
  the event of a Change of Control, all of the Employee’s stock options and any
  other equity awards then outstanding shall automatically become 100% vested
  and immediately and fully exercisable.

  



 

















 


	
  Geographic
  Region and Scope of Activity Non-Competition Obligations

  	
   

  	
  During
  the Non-Competition Period, Employee shall not be employed in the same or
  similar capacity for a competitor in the seismic services industry as
  Employee was employed by the Company, nor shall Employee be employed in any
  capacity with a competitor in the seismic services industry wherein it is
  reasonably likely Employee may use the Company’s confidential and proprietary
  information. Due to the Employee’s responsibilities and contact with confidential
  affairs of the Company, including business matters, costs, profits, markets,
  sales, trade secrets, ideas, customers, etc., this provision is in
  effect globally.

  



 


 


	
  GEOKINETICS
  INC.

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/
  Richard F. Miles

  	
   

  	
  /s/
  Gary L. Pittman

  
	
  Richard
  F. Miles

  	
  Gary
  L. Pittman

  
	
  President &
  CEO