EXHIBIT 10.1


 


EMPLOYMENT
AGREEMENT


 


This EMPLOYMENT AGREEMENT (“Agreement”) is
entered into effective as of October 15, 2010 (the “Effective Date”), by
and between Global Geophysical Services, Inc., a Delaware Corporation (“GGS” or “Company”),
and Christopher P. Graham (“Executive”).  Executive and the Company are collectively
referred to in this Agreement as the “Parties” and individually as a “Party.”


 


RECITALS:


 


WHEREAS, Executive is
to be employed as Senior Vice President, Secretary and General Counsel of the
Company;


 


WHEREAS, it is the
desire of the Company to engage Executive as Senior Vice President, Secretary
and General Counsel of the Company;


 


WHEREAS, Executive
desires to be employed with the Company on the terms herein provided; and


 


NOW, THEREFORE, in
consideration of the foregoing and of the respective covenants and agreements
set forth below, the Parties agree as follows:


 


AGREEMENT TERMS


 


1.           Term.  Beginning on the Effective Date, the Company
employs Executive, and Executive accepts such employment, on the terms and
conditions set forth in this Agreement, for the period (the “Term”) commencing on
the Effective Date and expiring at the earlier to occur of (a) 11:59 p.m.
on December 31, 2013 (“the Expiration Date”)
or (b) the Termination Date (as defined in Section 4).  Beginning on January 1, 2014, this
Agreement shall be automatically renewed each January 1st for twelve (12)
month terms, unless either the Company or Executive provides written notice of
election not to renew, at least ninety (90) days before the applicable renewal
date.


 


2.         Duties as Executive of the
Company.  Subject to the Agreement’s terms, Executive
agrees to serve as the Senior Vice President, Secretary and General Counsel of
the Company and act in the ordinary course of its business with all the powers reasonably incident
to the position(s) or other responsibilities or duties that may be
from time to time assigned to Executive by the Company’s Board of
Directors (hereafter “GGS Board of Directors”)
or the Company’s Chief Executive Officer.


 


3.           Compensation
and Related Matters.


 


(a)           Base Salary.  Executive shall receive an
initial Base Salary (defined below) paid by the Company of $240,000.00 per year
during the Term.  Executive’s Base Salary
shall be increased annually, on January 1 of each year, by an amount to be
determined by GGS, 


 

















 


within
its sole discretion.  For purposes of
this Agreement, “Base
Salary” shall mean Executive’s initial base salary or, as
adjusted from time to time, then the adjusted base salary at the time in
question.  The Base Salary shall be paid,
subject to all applicable withholdings and deductions, in substantially equal
semi-monthly installments.


 


(b)           Bonuses.  As an inducement to leave his current
employment and join GGS upon his execution of this Agreement, Executive shall
immediately be paid a one-time bonus of $30,000.00 and a grant of Thirty-Five
Thousand (35,000) shares of GGS stock. 
Thereafter, Executive shall receive a bonus payment on or before December 31,
2010, of an amount to be determined by GGS, within its sole discretion, but not
less than $30,000.00.  During the
remaining or extended Term of his employment under this Agreement, beginning
for his service in 2011, Executive shall be entitled to receive at least one
cash bonus annually (the “Annual Bonus”) for his service to GGS, paid on or
before December 31st of each year, in an amount to be determined by
GGS, within its sole discretion, provided that each such bonus payment shall
not be less than one-third (1/3) of Executive’s current year Base Salary.  Executive acknowledges and agrees that all
stock granted shall be done in accordance with the Company’s then-applicable
stock grant plan.  Subject to Sections 4(b), 4(c), and 4(d), a prorated annual bonus of 1/3
of Executive’s current year Base Salary, calculated by the number of calendar
days worked in the current year, divided by 365, shall be paid to Executive, at
the time of Executive’s termination, if Executive’s Termination Date occurs at
any time during such year.


 


(c)           Expenses.  During the Term, Executive shall be entitled
to receive prompt reimbursement for all reasonable business expenses incurred
by him, in accordance with the policies and procedures established by the
Company, in performing services under this Agreement and during his employment
with the Company, provided that Executive properly accounts for the expenses in
accordance with Company policies.  The
amount of expenses eligible for reimbursement during a calendar year shall not
affect the expenses eligible for reimbursement in any other calendar year.  Reimbursement of eligible expenses shall be
made on or before the last day of the calendar month following the calendar
month in which the expenses were incurred, or as otherwise provided in the
Company’s business expense reimbursement policy.


 


(d)           Other
Benefits.  From time to time, the Company may make
available other compensation and employee benefit plans and arrangements.  Executive shall be eligible to participate in
such other compensation and employee benefit plans and arrangements in which
executives at or above the level of senior vice president participate, subject
to and on a basis consistent with the terms, conditions, and overall
administration of such plans and arrangements, as amended from time to time.  Nothing in this Agreement shall be deemed to
confer upon Executive or any other person, including any beneficiary, any
rights under or with respect to any such plan or arrangement or to amend any
such plan or arrangement, and Executive and each other person, including any
beneficiary, shall be entitled to look only to the express terms of any such
plan or arrangement for his or her rights thereunder.  Nothing paid to Executive under any such plan
or arrangement presently in effect or made available in the future shall be
deemed to be in lieu of the Base Salary and other benefits payable to Executive
pursuant to this Agreement.


 


(e)           Vacation.  Executive shall be entitled to
twenty (20) days of vacation each year of full employment during the Term,
exclusive of holidays, as long as the scheduling of 


 


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Executive’s
vacation does not interfere with the Company’s normal business operation.  Vacation will accrue and forfeit as provided
by the terms of the Company’s policy governing vacation, as that policy is
updated or revised from time to time in the Company’s sole discretion.  For purposes of this Section, weekends shall
not count as Vacation days.  Executive
shall also be entitled to all paid holidays given by the Company.


 


(f)            Proration.  The Base Salary payable to Executive
hereunder in respect of any calendar year during which Executive is employed by
the Company for less than the entire year shall be prorated in accordance with
the total number of calendar days in such calendar year during which he is so
employed.


 


4.           Termination.


 


(a)           Definitions.


 


(1)           “Cause” shall mean:


 


(i)            Executive’s failure or
refusal to substantially perform his material duties, responsibilities and
obligations, other than a failure resulting from Executive’s incapacity due to
physical or mental illness, which failure continues for a period of at least
thirty (30) days after a detailed written notice of alleged Cause and a demand
for substantial performance has been delivered to Executive specifying the
manner in which Executive has failed substantially to perform;


 


(ii)           any intentional act
involving fraud, misrepresentation, theft, embezzlement, or dishonesty on a
material matter which actually results in harm to the Company;


 


(iii)          conviction of or a plea of nolo contendere to an offense which is a felony or which is
a misdemeanor that involves fraud; or


 


(iv)          a material breach of
this Agreement by Executive.


 


Regarding these Sections 4(a)(1)(i), (ii) and (iv),
the Company shall provide written notice to Executive describing the specific
facts of any alleged Cause event within thirty (30) days of any such Cause
event and Executive shall thereafter have thirty (30) calendar days to cure the
Cause event to the reasonable satisfaction of the Company.


 


(2)           A “Disability” or “Disabled”
shall mean the inability of Executive to substantially engage in the duties
that he is normally expected to perform in his role at the Company by reason of
any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not
less than three (3) months. 
Executive shall be considered to have a Disability (i) if he is
determined to be totally disabled by the Social Security Administration or (ii) if
he is determined to be disabled under GGS’s long-term disability plan in which
Executive participates and if such plan defines “disability” in a manner that
is consistent with the immediately preceding sentence.


 


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(3)           A “Good Reason” shall mean any of the
following (without Executive’s express written consent):


 


(i)            A diminution in Executive’s
Base Salary;


 


(ii)           A change in the location
where Executive is expected or required the majority of Executive’s job duties
at the time Executive executes this Agreement (“Base
Location”) to a location that is more than twenty (20) miles
from the Base Location, without Executive’s written consent, except for travel
reasonably required of Executive on the Company’s business;


 


(iii)          A substantial and adverse
diminution in Executive’s duties, authority, responsibility or position with
the Company;


 


(iv)          The discontinuance,
diminution, or reassignment of the employment of Richard Degner from his continued
service to GGS as President and/or Chief Executive Officer, regardless of how
or why such discontinuance, diminution, or reassignment may occur.


 


(v)           Any breach by the Company of
any material provision of this Agreement.


 


Good Reason shall exist with
respect to an above specified matter only if the matter is not corrected, or
begun to be corrected, by the Company within thirty (30) days after the Company’s
receipt of written notice of the matter from Executive.


 


(4)       “Termination
Date” shall mean the date Executive’s employment with the
Company terminates or is terminated for any reason under this Agreement, and
which constitutes a “separation from service” for purposes of Section 409A
of the Internal Revenue Code of 1986, as amended, or any regulations or
Treasury guidance promulgated under Section 409A (the “Code”).


 


(b)           Termination
Without Cause or for Good Reason: Benefits.  In the event the Company involuntarily
terminates Executive’s employment with the Company without Cause or if
Executive terminates employment with the Company for Good Reason (a “Termination Event”),
this Agreement shall terminate, but Executive shall be entitled to the
following severance benefits:


 


(1)           Payment of accrued but
unpaid Base Salary and unreimbursed business expenses through the Termination
Date in accordance with Sections 3(a) and
3(c).  The accrued but unpaid Base Salary shall be
paid to Executive in a lump sum in cash within six (6) days after the
Termination Date.  Unreimbursed business
expenses shall be paid to Executive within the time period required by the
Company’s business expense reimbursement policy;


 


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(2)           An amount equal to the
greater of the compensation required for the remaining term of this Agreement
or one year of Base Salary (as defined in Section 3(a)) (the “Severance
Payment”), at the rate in effect immediately before the
Termination Event, payable in a lump sum within thirty (30) days after
Executive executes the Release referenced in Section 6;


 


(3)           An
amount equal to the greater of; (i) the full, unprorated, amount of the
Annual Bonus, relating to the calendar year immediately preceding the year
containing the Termination Date, that has been paid or is payable to Executive
or (ii) the average of the Annual
Bonus amounts, if any, relating to the two (2) consecutive
calendar years immediately preceding the year containing the Termination Date that have
been paid or are payable to Executive, payable in a lump sum within thirty (30) days after
Executive executes the Release referenced in Section 6;
and


 


(4)           Full  vesting of all unvested
restricted stock or stock options outstanding on Executive’s Termination Date,
after Executive enters into the Release referenced in Section 6.


 


(c)           Termination
In Event of Death: Benefits.  If Executive’s employment with the Company is
terminated by reason of Executive’s death during the Term, this Agreement shall
terminate without further obligation to Executive’s legal representatives under
this Agreement, other than for payment of all accrued Base Salary through the
Termination Date, unreimbursed business expenses through the Termination Date
in accordance with Sections 3(a) and 3(c), and the amount of any bonus
under Section 3(b) that
relates to a prior year and that is unpaid as of the date of death.  The accrued but unpaid Base Salary shall be
paid to Executive’s estate in a lump sum in cash within six (6) days after
the Termination Date or by the next regularly scheduled payday.  Unreimbursed business expenses shall be paid
to Executive’s estate within the time period required by the Company’s business
expense reimbursement policy.  Executive
shall be entitled to consideration for the Annual Bonus payment under Section 3(b) with respect
to the calendar year in which Executive dies; provided that the payment of such
bonus, if any, shall be payable within thirty (30) days after the Termination
Date (if calculable), but in no event later than March 15 of the year
following the year of death; and further provided, that the amount of the
Annual Bonus shall be prorated in accordance with the number of days in such
calendar year during which he is so employed.  In addition, Executive or his
estate shall become fully  vested
in all unvested restricted stock outstanding on Executive’s Termination Date in
the event of death.


 


(d)           Termination
In Event of Disability: Benefits.  If Executive’s employment with the Company is
terminated by reason of Executive’s Disability during the Term, this Agreement
shall terminate, but the Company shall pay Executive all accrued Base Salary
through the Termination Date, unreimbursed business expenses through the
Termination Date in accordance with Sections 3(a) and 3(c), and the amount of any bonus
under Section 3(b) that
relates to a prior year and that is unpaid as of the date of Disability.  The accrued but unpaid Base Salary shall be
paid to Executive in a lump sum in cash within six (6) days after the
Termination Date.  Unreimbursed business
expenses shall be paid to Executive within the time period required by the
Company’s business expense reimbursement policy.  Executive shall be entitled to consideration
for the Annual Bonus payment under Section 3(b) with
respect to the 


 


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calendar
year in which Executive’s employment terminates due to Disability; provided
that the payment of such bonus, if any, shall be payable within thirty (30)
days after the Termination Date (if calculable), but in no event later than March 15
of the year following the year of containing such Termination Date; and further
provided, that the amount of the Annual Bonus shall be prorated in accordance
with the number of days in such calendar year during which he is so employed.  In
addition, Executive shall become fully  vested in all
unvested restricted stock outstanding on Executive’s Termination Date in the
event of Disability.


 


(e)           Voluntary
Termination by Executive and Termination for Cause: Benefits.  Executive may terminate his employment with
the Company by giving written notice of his intent and stating an effective
Termination Date at least thirty (30) days after the date of such notice; provided, however, that the Company may
accelerate such effective date by paying Executive through the proposed
Termination Date (but not to exceed thirty (30) days).  Upon such a termination by Executive or upon
termination of Executive’s employment with the Company for Cause by the
Company, this Agreement shall terminate, but the Company shall pay to Executive
all accrued Base Salary and all unreimbursed business expenses through the
Termination Date in accordance with Sections 3(a) and 3(c).  The accrued but unpaid Base Salary shall be
paid to Executive in a lump sum in cash within six (6) days after the
Termination Date or by the next regularly scheduled payday.  Unreimbursed business expenses shall be paid
to Executive within the time period required by the Company’s business expense
reimbursement policy. Executive shall have no entitlement to any Annual Bonus
for the year in which the Termination Date occurs.


 


(f)            No
Duty to Mitigate  Executive
shall not be required to mitigate the amount of any payment provided for in
this Agreement by seeking other employment or otherwise.  No such payment shall be offset or reduced by
the amount of any compensation or benefits provided to Executive in any
subsequent employment.


 


5.             Non-Renewal
of Agreement.  If the Company or Executive elects not to
renew this Agreement under the terms provided in Section 1,
this Agreement shall terminate without further obligation of the Company, but
the Company shall pay Executive all accrued Base Salary through the Termination
Date, the compensation and benefits payable Sections 4(b)(2), 4(b)(3) and
4(b)(4), and unreimbursed business expenses through the Termination Date in
accordance with Sections 3(a) and 3(c).  If the Company elects not to renew this
Agreement, Executive shall be eligible to receive any unpaid Annual Bonus(es)
attributable to prior year(s), if any, and the Annual Bonus(es) for the year in
which the non-renewal notice is provided. 
Payment of the prior year(s) Annual Bonus(es) shall be paid within
thirty (30) days of any such non-renewal notification (if calculable), but in
no event later than January 15 of the year following the year in which the
non-renewal notice is provided.  Payment
of the Annual Bonus(es) for the year in which notice of non-renewal is given
shall be paid by January 15th of the year
following the year in which the non-renewal notice is given.


 


6.             Release Agreement.  Notwithstanding any provision of this
Agreement to the contrary, in order to receive the Severance Payment, the
Additional Severance Payment, and the immediate vesting of unvested restricted stock under Section 4(b)(2)-(4), Executive
must first execute, enter into and not revoke a reasonable release and hold
harmless agreement (on a form provided by the Company) (“Release”),
within the time period specified under the release and


 


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hold
harmless agreement, whereby Executive agrees to release and waive, in return
for the Severance Payment and Additional Severance Payment, any claim or cause
of action that Executive may have against the Company and any of its
affiliates, including, without limitation, for unlawful discrimination or
retaliation; provided, however, such agreement shall not release any claim by
Executive for any payment or benefit that is due under the express terms of
this Agreement at the time the time Executive executes the release agreement.


 


7.             Non-Competition,
Non-Solicitation and Confidentiality.  During Executive’s employment with the
Company, the Company shall give Executive access to some or all of its
Confidential Information, as defined below, that Executive has not had access
to or knowledge of before the execution of this Agreement.


 


(a)           Non-Competition
During Employment.  Executive agrees that, in consideration for
the Company’s promise to provide Executive with Confidential Information,
during the Term, he will not compete with the Company by engaging in the
conception, design, development, production, marketing, or servicing of any
product or service that is substantially similar to the products or services
which the Company provides, and that he will not work for, in any capacity,
assist, or become affiliated with as an owner, partner, etc., either
directly or indirectly, any individual or business which offers or performs
services, or offers or provides products substantially similar to the services
and products provided by Company; provided, however,
Executive shall not be prevented from owning no more than 2% of any company
whose stock is publicly traded.


 


(b)           Conflicts
of Interest.  Executive agrees that during the Term, he
will not engage, either directly or indirectly, in any activity (a “Conflict of Interest”)
that might adversely affect the Company, including ownership of a material
investment in a competitor of the Company, ownership of a material interest in
any supplier, contractor, distributor, subcontractor, customer or other entity
with which the Company does business or acceptance of any material payment,
service, loan, gift, trip, entertainment, or other favor from a supplier,
contractor, distributor, subcontractor, customer or other entity with which the
Company does business, and that Executive will promptly inform the CEO or the
GGS Board of Directors as to each offer received by Executive to engage in any
such activity.  As used in this Section 7(b), “materiality”
shall be viewed from the perspective of Executive.  Executive further agrees to disclose to the
Company any other facts of which Executive becomes aware which in Executive’s
good faith judgment could reasonably be expected to involve or give rise to a
Conflict of Interest or potential Conflict of Interest.


 


(c)           Non-Competition
After Termination from Employment.  Executive agrees that, in order to protect
the Company’s Confidential Information, it is necessary to enter into the
following restrictive covenant, which is ancillary to the enforceable promises
between the Company and Executive otherwise contained in this Agreement.  Executive agrees that Executive shall not, at
any time during the Restricted Period (as hereinafter defined), within any of
the markets in which the Company has sold products or services or formulated a plan
to sell products or services into a market during the last twelve (12) months
of Executive’s employ, engage in or contribute Executive’s knowledge to any
work which is competitive with or similar to a product, process, apparatus,
service, or development on which Executive worked while employed by the
Company.  It is understood that the
geographical area set forth in this covenant


 


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is
divisible so that if this clause is invalid or unenforceable in an included
geographic area, that area is severable and the clause remains in effect for
the remaining included geographic areas in which the clause is valid.  For the purpose of this Agreement, “Restricted Period”
means a period of six (6) months after termination for any reason
whatsoever, whether by Executive or the Company, of Executive’s employment with
the Company.  The Restricted Period shall
commence at the time Executive ceases to be a full-time employee of the
Company.  The parties agree that this
agreement of non-competition is intended to only be enforceable by Company to
the extent that Texas law allows a contractual limitation on the practice of
law by any licensed attorney and it shall be void beyond such permitted
limitations.


 


(d)           Confidential
Information.  Executive agrees that he will not, except as
the Company may otherwise consent or direct in writing, reveal or disclose,
sell, use, lecture upon, publish or otherwise disclose to any third party any
Confidential Information or proprietary information of the Company, or
authorize anyone else to do these things at any time either during or
subsequent to his employment with the Company. 
This Paragraph shall continue in full force and effect after termination
of Executive’s employment and after the termination of this Agreement.  Executive’s obligations under this Paragraph
with respect to any specific Confidential Information and proprietary
information shall cease when that specific portion of the Confidential
Information and proprietary information becomes publicly known, in its entirety
and without combining portions of such information obtained separately.  It is understood that such Confidential
Information and proprietary information of the Company include matters that
Executive conceives or develops, as well as matters Executive learns from other
employees of the Company.  “Confidential Information”
is defined to include information:  (1) disclosed
to or known by Executive as a consequence of or through his employment with the
Company; (2) not generally known outside the Company; and (3) that
relates to any aspect of the Company or its business, finances, operation
plans, budgets, research, or strategic development.  “Confidential Information” includes, but is
not limited to, the Company’s trade secrets, proprietary information, financial
documents, long range plans, customer or supplier lists, employer compensation,
marketing strategy, data bases, costing data, computer software developed by
the Company, investments made by the Company, and any information provided to
the Company by a third party under restrictions against disclosure or use by
the Company or others.


 


(e)           Non-Solicitation.  To protect the Company’s
Confidential Information, and in the event of Executive’s termination of
employment for any reason whatsoever, whether by Executive or the Company, it
is necessary to enter into the following restrictive covenant, which is
ancillary to the enforceable promises between the Company and Executive
otherwise contained in this Agreement. 
Executive covenants and agrees that during Executive’s employment and
for a period of six (6) months from the date of termination of Executive’s
employment for any reason whatsoever (the “Non-Solicitation
Period”), Executive will not,
directly or indirectly, either individually or as a principal, partner, agent,
consultant, contractor, employee or as a director or officer of any corporation
or association, or in any other manner or capacity whatsoever, except on behalf
of the Company, solicit business, or attempt to solicit business, and products
or services competitive with products or services sold by the Company, from the
Company’s clients, suppliers or customers, or those individuals or entities
with whom the Company did business during Executive’s employment. Executive
further agrees that during Executive’s employment and for the Non-Solicitation
Period, Executive will not, either directly 


 


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or indirectly, or by acting in concert with others,
solicit or influence any Company employee to leave the Company’s employment.


 


(f)            Return
of Documents, Equipment, Etc.  All writings, records, and other documents
and things comprising, containing, describing, discussing, explaining, or
evidencing any Confidential Information, and all equipment, components, parts,
tools, and the like in Executive’s custody or possession that have been
obtained or prepared in the course of Executive’s employment with the Company
shall be the exclusive property of the Company, shall not be copied and/or
removed from the premises of the Company, except in pursuit of the business of
the Company, and shall be delivered to the Company, without Executive retaining
any copies, upon notification of the termination of Executive’s employment or
at any other time requested by the Company. 
The Company shall have the right to retain, access, and inspect all
property of Executive of any kind in the office, work area, and on the premises
of the Company upon termination of Executive’s employment and at any time
during employment by the Company to ensure compliance with the terms of this
Agreement.


 


(g)           Reaffirmation
of Obligations.  Upon termination of Executive’s employment
with the Company, Executive, if requested by Company, shall reaffirm in writing
Executive’s recognition of the importance of maintaining the confidentiality of
the Company’s Confidential Information and proprietary information, and
reaffirm any other obligations set forth in this Agreement.


 


(h)           Prior
Disclosure.  Executive represents and warrants that
Executive has not used or disclosed any Confidential Information he may have
obtained from the Company prior to signing this Agreement, in any way
inconsistent with the provisions of this Agreement.


 


(i)            No
Previous Restrictive Agreements.  Executive represents that, except as
disclosed in writing to the Company, Executive is not bound by the terms of any
agreement with any previous employer or other party to refrain from using or
disclosing any trade secret or confidential or proprietary information in the
course of Executive’s employment by the Company or to refrain from competing,
directly or indirectly, with the business of such previous employer or any
other party.  Executive further
represents that Executive’s performance of all the terms of this Agreement and
Executive’s work duties for the Company does not and will not breach any
agreement to keep in confidence proprietary information, knowledge or data
acquired by Executive in confidence or in trust prior to Executive’s employment
with the Company, and Executive will not disclose to the Company or induce the
Company to use any confidential or proprietary information or material
belonging to any previous employer or other party.


 


(j)            Breach.  Executive agrees that any breach of Sections 7(a) through (f) above
cannot be remedied solely by money damages, and that in addition to any other
remedies Company may have, Company is entitled to obtain injunctive relief against
Executive.  Nothing herein, however,
shall be construed as limiting the Company’s right to pursue any other
available remedy at law or in equity, including recovery of damages and
termination of this Agreement and/or any termination or offset against any
payments that may be due pursuant to this Agreement.


 


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(k)           Enforceability.  The agreements contained in this Section 7 are
independent of the other agreements contained herein.  Accordingly, failure of the Company to comply
with any of its obligations outside of this Section do not excuse
Executive from complying with the agreements contained herein.


 


(l)            Survivability.  The agreements contained in this Section 7 shall
survive the termination of this Agreement for any reason.


 


8.             Reformation.  If a court concludes that any
time period or the geographic area specified in Sections 7(c) or (e) of this
Agreement are unenforceable, then the time period will be reduced by the number
of months, or the geographic area will be reduced by the elimination of the
overbroad portion, or both, so that the restrictions may be enforced in the
geographic area and for the time to the fullest extent permitted by law.  Additionally, nothing in this Agreement is
intended to conflict with Rule 5.06 of the Texas Disciplinary Rules of
Professional Conduct.


 


9.             Director
and Officer Positions.  Executive agrees that, upon termination of
employment, for any reason, Executive will immediately tender his resignation
from any and all Board or officer positions held with the Company and/or any of
its direct or indirect parents or subsidiaries.


 


10.          Indemnification &
D&O


 


(a)           Claims.  The Company shall, to the maximum extent not
prohibited by law, indemnify Executive if Executive is made, or threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of the Company to procure a judgment in its favor
(collectively, a “Proceeding”), by reason of
the fact that Executive is or was a director or officer of the Company or an
affiliate, or is or was serving in any capacity at the request of the Company
for any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against judgments, fines, penalties, excise taxes,
amounts paid in settlement and costs, charges and expenses (including attorneys’
fees and disbursements) paid or incurred in connection with any such
Proceeding.


 


(b)           Indemnification
Agreement and D&O Insurance.  The Company and the Executive shall,
simultaneously with the execution of this Agreement, enter into an
Indemnification Agreement in substantially the form as previously entered into
between the Company and its directors and certain of its executive
officers.  In addition, the Company
agrees to maintain director and officer liability insurance throughout the term
of this Agreement which covers Executive and has a minimum coverage of
$25,000,000.


 


(c)           Non-Exclusivity.  The right to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Section 10 shall not be deemed
exclusive of any other rights which Executive may now or hereafter have under
any law, bylaw, constituency document, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in Executive’s official
capacity and as to action in another capacity while holding such office.


 


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(d)           Continuation
of Rights.  The right
to indemnification and reimbursement or advancement of expenses provided by, or
granted pursuant to, this Section 10 shall
continue as to Executive after Executive has ceased to be a director, officer,
or employee of the Company and shall inure to the benefit of the heirs,
executors and administrators of Executive’s estate, both with respect to
proceedings that are threatened, pending or completed at the date of such
termination and with respect to proceedings that are threatened, pending or
completed after the date.


 


(e)           Enforcement.  The right to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Section 10 shall be enforceable
by Executive in any court of competent jurisdiction.  The burden of proving that such
indemnification or reimbursement or advancement of expenses is not appropriate
shall be on the Company.  Neither the
failure of the Company (including its board of directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Company (including its board of directors, independent
legal counsel, or its stockholders) that Executive is not entitled to such
indemnification or reimbursement or advancement of expenses shall constitute a
defense to the action or create a presumption that Executive is not so entitled.  The Executive shall also be indemnified for
any expenses incurred in connection with successfully establishing the
Executive’s right to such indemnification or reimbursement or advancement of
expenses, in whole or in part, in any proceeding.


 


(f)            Other Services.  If Executive serves (i) an affiliate of
the Company, or (ii) any employee benefit plan of the Company or any
corporation referred to in clause (i), in any capacity, then Executive shall be
deemed to be doing so at the request of the Company.


 


11.        Assignment.  In entering into this Agreement, the Company
is relying on the unique personal services of Executive; services from another
person will not be an acceptable substitute. 
Except as provided in this Agreement, Executive may not assign this Agreement
or any of the rights or obligations set forth in this Agreement without the
written consent of the Company.  Any
attempted assignment by Executive in violation of this Section 11
shall be void.  This Agreement, and any
rights and obligations hereunder, may be assigned by the Company to a successor
by merger or a purchaser of substantially all of the assets of the Company.


 


12.          Binding
Agreement.  Executive understands that his obligations
under this Agreement are binding upon Executive’s heirs, successors, personal
representatives, and legal representatives.


 


13.          Notices.  All notices pursuant to this Agreement shall
be in writing and sent certified mail, return receipt requested, addressed as
set forth below, or by delivering the same in person to such party, or by
transmission by email (which shall not constitute notice).  Notice deposited in the United States Mail,
mailed in the manner described hereinabove, shall be effective upon deposit.  Notice given in any other manner shall be
effective only if and when received:


 


11

















 


	
  If to Executive:

  	
   

  	
  Christopher P. Graham

  
	
   

  	
   

  	
  4124 Dartmouth Ave.

  
	
   

  	
   

  	
  Houston, TX 77005

  
	
   

  	
   

  	
   

  
	
  If to the Company:

  	
   

  	
  Global Geophysical
  Services, Inc.

  
	
   

  	
   

  	
  13927 South Gessner Rd.

  
	
   

  	
   

  	
  Missouri City, TX 77489

  
	
   

  	
   

  	
  Attn: Board of Directors

  



 


14.          Waiver.  No waiver by either Party to this Agreement
of any right to enforce any term or condition of this Agreement, or of any
breach hereof, shall be deemed a waiver of such right in the future or of any other
right or remedy available under this Agreement.


 


15.          Entire Agreement.   Except as may be provided in the
Indemnification Agreement between Executive and the Company, and any stock
option or restricted stock grant agreement(s), the terms of this Agreement are
intended by the Parties to be the final expression of their agreement with
respect to the employment of Executive by the Company and supersede all prior
understandings and agreements, whether written or oral.  In the event of a conflict between these
agreements, it is intended that Executive shall be granted the greater of
rights for his benefit(s). Notwithstanding the foregoing, this Agreement will
not in any way affect the Executive’s stock options which are governed by his
option agreement and the Company’s stock option plan, except to the extent
expressly provided for in such agreement or plan.  The Parties further intend that this
Agreement shall constitute the complete and exclusive statement of their terms
and that no extrinsic evidence whatsoever may be introduced in any judicial,
administrative, or other legal proceeding to vary the terms of this Agreement.


 


16.          Modification
of Agreement.  This Agreement may not be changed or modified
or released or discharged or abandoned or otherwise terminated, in whole or in
part, except by an instrument in writing signed by Executive and an officer or
other authorized executive of the Company.


 


17.          Governing
Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Texas, without regard to the conflicts of laws principles thereof.


 


18.          Jurisdiction
and Venue.  With respect to any litigation regarding this
Agreement, Executive and the Company agree to venue in the state or federal
courts in Harris County, Texas, and agrees to waive and does hereby waive any
defenses and/or arguments based upon improper venue and/or lack of personal
jurisdiction.  By entering into this
Agreement, Executive and the Company agree to personal jurisdiction in the
state and federal courts in Harris County, Texas.


 


19.          Independent
Representation.  Company
acknowledges and agrees that, although the Company has utilized the services of
the law firm Chamberlain, Hrdlicka, White, Williams and Martin, P.C. (“Chamberlain
Hrdlicka”) in the past, including for legal services related to executive
employment agreements and related legal issues, Company has not relied, and is
not relying, on Chamberlain Hrdlicka or any of its attorneys for advice, legal
or otherwise regarding 


 


12

















 


this
Agreement.  Furthermore, Company hereby
acknowledges that Chamberlain Hrdlicka prepared this Agreement for Executive
and hereby consents to Chamberlain Hrdlicka preparing this Agreement for
Executive.  Company shall have other
counsel of its choice review this Agreement to confirm it meets all terms
negotiated with Executive.


 


20.          Compliance
With Section 409A.


 


(a)           Delay in Payments.  Notwithstanding
anything to the contrary in this Agreement, if upon the Termination Date, any
stock of the Company is publicly traded on an established securities market
within the meaning of Code Section 409A, and in the opinion of reputable
outside counsel engaged by the Company and acceptable to Executive, Executive
is a “specified employee” within the meaning of Code Section 409A and the
deferral of any amounts otherwise payable under this Agreement as a result of
Executive’s termination of employment is necessary in order to prevent any
accelerated or additional tax to Executive under Code Section 409A, then
the Company will defer the payment of any such amounts hereunder until the
earlier of: (i) the date that is six (6) months following the date of
Executive’s termination of employment with the Company, or
(ii) the date of Executive’s death, at which time any such delayed
amounts will be paid to Executive in a single lump sum.


 


(b)           Reformation.  If any compensation or benefits provided by
this Agreement may result in the application of Code Section 409A, the
Company shall, in consultation with Executive, modify the Agreement in the
least restrictive manner necessary in an effort to exclude such compensation
from the definition of “deferred compensation” within the meaning of such Code Section 409A
or in an effort to comply with the provisions of Code Section 409A, other
applicable provision(s) of the Code and/or any rules, regulations or other
regulatory guidance issued under such statutory provisions, without any
diminution in the value of the payments or benefits to Executive.  Notwithstanding the foregoing, the Company
shall not be required to assume any increased economic burden.


 


(c)           Overall
Compliance.  In the event that it is reasonably determined
by the Company and Executive that, as a result of Code Section 409A, any
of the payments that Executive is entitled to under the terms of this Agreement
or any nonqualified deferred compensation plan (as defined under Section 409A)
may not be made at the time contemplated by the terms hereof or thereof, as the
case may be, without causing Executive to be subject to an income tax penalty
and interest, the Company will make such payment on the first day that would
not result in Executive incurring any tax liability under Section 409A.


 


(d)           Consultation
with Tax Advisor. 
Executive is hereby advised to consult immediately with his own tax
advisor regarding the tax consequences of this Agreement, including the
consequences of Code Section 409A.


 


[signature page follows]


 


13

















 


IN WITNESS WHEREOF, the Parties
have executed this Agreement in multiple copies, effective as of the date first
written above.


 


 


	
  EXECUTIVE:   

  	
  COMPANY:

  
	
   

  	
  Global Geophysical
  Services, Inc. 

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Christopher P. Graham

  	
   

  	
  By:

  	
  /s/ Richard A. Degner 

  
	
   

  	
  Christopher P. Graham

  	
   

  	
   

  	
  Richard A. Degner 

  
	
  Date:

  	
  October 15, 2010

  	
   

  	
  Date:

  	
  October 15, 2010