Exhibit 10.1


 


CONFIDENTIAL RELEASE AND SEPARATION AGREEMENT


 


This RELEASE AND SEPARATION AGREEMENT
(“Agreement”) is made and entered into by Scott A. McCurdy (“Employee”) and
Geokinetics Inc., its past, present and future subsidiaries, parents, and
affiliates and its past, present, and future employees, officers, directors,
shareholders, agents, insurers and legal counsel (hereinafter collectively
referred to as the “Company”) on this 24th day of May, 2010 (the “Effective
Date”).


 


1.                                         RESIGNATION FROM EMPLOYMENT. Upon execution of this
Agreement, the Employee agrees to resign from employment with the Company
effective July 15, 2010 (the “Resignation Date”).   In the period of time between the Effective
Date and the Resignation Date (the “Interim Period”), the Company may not
terminate Employee’s employment nor may it unilaterally revoke this
Agreement.  During the Interim Period,
Employee: (a) will draw the same monthly salary that Employee had been
receiving as of the Effective Date; (b) will observe regular office hours
with the exception of any vacation days taken; (c) will have the 24,000
shares of restricted stock awarded on July 29, 2009 vest on May 24,
2010; and (d) will continue to receive all benefits and allowances, if
any, that Employee had been receiving from the Company prior to the Effective
Date.


 


2.                                      SEPARATION PAYMENT. 
Company shall pay Employee separation payment in the total amount of,
$275,040.00, less normal payroll deductions, including income tax withholding
and FICA, (“Separation Payment”).  The
Separation Payment shall be paid to the Employee as follows: (a) an initial
payment in the amount of $148,980 shall be made on January 15, 2011; and (b) the
remainder of the Separation Payment shall be paid in eleven (11) semi-monthly
payments commencing on January 31, 2011 and ending on June 30, 2011.


 


Company
also agrees to pay Employee’s premiums for medical and dental benefits coverage
under COBRA for a period of twelve (12) months from the Resignation Date until July 15,
2011.  Such coverage shall be included in
and part of Employee’s maximum COBRA entitlement due to this qualifying
event.  Employee acknowledges and agrees
that Employee will continue to be responsible for Employee’s portion of
premiums for any dependent coverage elected under COBRA, which will be credited
against the semi-monthly Separation Payment. 
In the event Employee fails to timely pay his portion of the above
premiums, Company shall be entitled to cancel the employer’s portion of
Employee’s coverage under COBRA due to Employee’s nonpayment.


 


Employee
acknowledges and agrees that this Separation Payment does not constitute monies
to which he would otherwise be entitled as a result of his employment with the
Company, and that these monies constitute fair and adequate compensation for
the promises and covenants of the Employee set forth in this Agreement.
Employee further acknowledges and agrees that the Separation Payment and above
benefits constitutes the full amount of separation payments that Employee is
entitled to receive.  If Employee
subsequently revokes any portion of this Agreement, Employee shall immediately
be obligated to return the Separation Payment to Company in full.


 


Employee’s
participation in the Company’s Retirement Savings and Investment Plan (401k
Plan) will cease on the Employee’s Resignation Date.  At that time, Employee should contact John
Hancock at (800) 395-1113 for disposition of Employee’s account.


 


3.                                      VACATION.  Employee and Company agree that Employee has
accrued 250 hours of vacation at the Effective Date.  Employee and Company agree that the Employee
will be entitled to monetary compensation for these 250 hours of vacation and will
be paid for these hours on May 24, 2010.


 

















 


4.                                       CELL
PHONE NUMBER.  Company
agrees to promptly provide the necessary information and authorization to
transfer Employee’s business cell phone number to a personal cell phone plan of
his choice.


 


5.                                     EMPLOYEE’S RELEASE OF CLAIMS.  For and in
consideration of the Separation Payment and corresponding benefits as described
in Paragraph 2 of this Agreement, Employee hereby irrevocably and
unconditionally releases, forever discharges, and covenants not to sue, or
bring any other legal action against Company with respect to any and all claims
and causes of action of any nature, both past and present, known and unknown,
foreseen and unforeseen, which Employee has or which could be asserted on
Employee’s behalf by any other person or entity, resulting from or relating to
any act or omission of any kind occurring on or before the date of the
execution of this Agreement.  The
Employee understands and agrees that this Agreement includes, but is not
limited to, the following:


 


a.                                       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, conspiracy, intentional or negligent
infliction of emotional distress, slander, libel, defamation, refusal to
perform an illegal act and invasion of privacy.


 


b.                                      All claims and causes of
action arising under any federal, state, or local law, regulation, or ordinance,
including without limitation, claims under the AGE DISCRIMINATION IN EMPLOYMENT
ACT, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866,
the Americans With Disabilities Act, the Fair Labor Standards Act, the Family
and Medical Leave Act, the Employee Retirement Income Security Act, the Texas
Commission on Human Rights Act, the Texas Labor Code, the Texas Government
Code, as well as any claims for wages, employee benefits, vacation pay,
severance pay, bonus compensation, commissions, unemployment, deferred
compensation or other remuneration, or employment benefits or compensation;
provided, however, that this Release does not apply to claims for benefits
under Company-sponsored benefits plans covered under ERISA (other than claims
for severance and severance-related benefits). 
Any rights to benefits (other than separation benefits) under
Company-sponsored benefit plans are governed exclusively by the written plan
documents.


 


c.                                       All claims and causes of
action for past or future loss of pay or benefits, expenses, damages for pain
and suffering, mental anguish or emotional distress damages, liquidated
damages, punitive damages, compensatory damages, attorney’s fees, interest,
court costs, physical or mental injury, damage to reputation, and any other
injury, loss, damage or expense or any other legal or equitable remedy of any
kind whatsoever.


 


d.                                      All claims and
causes of action arising out of or in any way connected with, directly or
indirectly, Employee’s employment with Company, or any incident thereof,
including, without limitation, Employee’s treatment by Company; the terms and
conditions of Employee’s employment; and the separation of Employee’s
employment.


 


6.                                      COMPANY’S RELEASE OF CLAIMS.  For and in
consideration of the agreement and covenants undertaken by Employee in this
Agreement, Company hereby irrevocably and unconditionally releases, forever
discharges, and covenants not to sue, or bring any other legal action against
Employee with respect to any and all claims and causes of action of any nature,
both past and present, known and unknown foreseen and unforeseen, which Company
has or which could be asserted on Company’s behalf by any other 


 


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person
or entity, resulting from or relating to any act or omission of any kind
occurring on or before the date of the execution of this Agreement.


 


Employee hereby represents and warrants that he has not committed any
act or omission, intentionally or unintentionally, that might expose Company,
its employees, officers and/or directors to any civil or criminal liability or
penalty that might be asserted by any party, specifically including state and
federal authorities.  Employee
acknowledges and understands that this representation and warranty is a key
term to this Agreement that Company is specifically relying on in releasing
Employee.


 


7.                                      NON-ADMISSION.  Employee and
Company acknowledge and agree that this Agreement and the payment of money to
Employee by Company should in no way be construed or interpreted as an
admission by Company of any violation of Employee’s rights or of any violation
of contract, statutory or common law by either Employee or Company.


 


8.                                         TAX ISSUES.  Employee and
Company will report, as may be required by law for income tax purposes, their
respective payment and receipt of the Separation Payment.  Each party shall bear their respective tax
liabilities, if any, arising from this settlement.  The Employee acknowledges that Company has
made no representations regarding the tax consequences of any amount received
by Employee pursuant to the terms of this Agreement.


 


9.                                      NON-DISPARAGEMENT: Employee specifically covenants and agrees
not to, directly or indirectly, make or cause to be made to anyone any
statement, orally or in writing, criticizing or disparaging Company with
respect to Employee’s employment with or separation from Company.  Employee specifically covenants and agrees
not to, directly or indirectly, make or cause to be made to anyone any
statement, orally or in writing, criticizing or disparaging Company, or
commenting in a negative fashion on the operations or business reputation of
Company.  Provided, however, that nothing
in this Agreement prohibits Employee from making statements to the President
and CEO, members of the board of directors, the Internal Audit Director, or the
company’s legal counsel in the performance of Employee’s duties with the
Company.  Moreover, nothing in this
Agreement prohibits Employee from responding truthfully to questions in a lawsuit,
administrative action, or other proceeding or pusuant to a court order.  The Company specifically covenants and agrees
that no statement, orally or in writing, shall be made on Company’s behalf to
anyone, criticizing or disparaging Employee with respect to Employee’s
employment with or separation from Company. 
Company further covenants and agrees that no statement, orally or in
writing, shall be made on Company’s behalf to anyone, criticizing or
disparaging Employee, or commenting in a negative fashion on the operations or
business reputation of Employee. 
Employee and Company agree that to the extent any unauthorized
statements are made, orally or in writing, by any current or former employees
of Company related to Employee, such statements shall not constitute a breach
of this provision or Agreement by Company.


 


10.                               TRANSITION.  In order to ensure a smooth transition from
Employee’s employment with Company, Employee shall provide reasonable
assistance to and cooperation with Company during the period between the
Resignation Date and July 15, 2011, in connection with any Company matters
for which Employee had knowledge or responsibility while employed by
Company.  If Company becomes involved in
any legal action after Employee’s Resignation Date relating to events which
occurred during Employee’s employment, Employee shall reasonably cooperate with
Company in the preparation, prosecution, or defense of Company’s case,
including, but not limited to, the execution of affidavits or documents or
providing information requested by Company. 
Further, to the extent Employee’s time commitment is anticipated to be
material in nature, the Company and Employee will negotiate the terms of
Employee’s consultancy on mutually agreeable terms separate from this
agreement.  Company will reimburse
reasonable out-of-pocket expenses related to such assistance if Company’s
approval is obtained in advance. 
Approval for such expenses shall not be unreasonably withheld.


 


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11.                               RETURN OF COMPANY PROPERTY.  Employee and the Company agree that the
Employee agrees to return to Company, no later than October 31, 2010, all
Company Information, including, but not limited to, policies, manuals,
documents, memoranda, email communications and all other property belonging to
Company which is in Employee’s possession or under Employee’s control.  The term, “Company Information” as used in
this Agreement means (a) confidential information including, without
limitation, information received from third parties under confidential
conditions; and (b) other technical, business or financial information
which Company regards as confidential and the use or disclosure of which might
reasonably be considered to be contrary to the interests of Company. Employee
further agrees that in the course of her employment with Company, Employee has
acquired Company Information as defined above. 
Employee understands and agrees that such Company Information has been
disclosed to Employee in confidence and for Company use only.  Employee understands and agrees that she: (a) will
not disclose confidential information to anyone not authorized to have access
to it at any time during and after Employee’s employment with Company,
including Company employees; and (b) will not disclose or communicate
Company Information to any person outside the Company; and (c) will not
make use of Company Information on Employee’s own behalf, or on behalf of any
third party.  Provided, however, Employee
may disclose Company Information pursuant to a subpoena, document request,
deposition notice, or court order. 
Employee acknowledges and agrees that Employee’s obligation in this
paragraph shall survive the termination of this Agreement.


 


12.                                  TIME LIMITS.   Employee
acknowledges and agrees that Company has informed Employee that he is entitled
to twenty-one (21) days to consider the terms and provisions of this Agreement
prior to signing.  However, Employee may
knowingly and voluntarily waive this twenty-one (21) day period by signing
below. The Company and Employee agree that any changes to this Agreement,
whether material or immaterial, will not extend the period of time in which
Employee has to consider and sign the same, and if Employee does not sign the
Agreement within such twenty-one (21) day period (or if he revokes the signed
Agreement pursuant to Paragraph 13), the Separation Payment under Paragraph 2
shall not be paid.


 


Employee agrees that, if he chooses to sign this Agreement, he will
immediately provide the Company with a copy of the same via hand-delivery,
facsimile or email transmission (and retain proof of successful transmission)
to: Brenda Taquino, Human Resources, Geokinetics Inc., 1500 CityWest Blvd., Suite 800,
Houston, TX 77042 (281) 850-7330.


 


13.                                  REVOCATION. Employee acknowledges that Employee shall be
entitled to revoke this Agreement at any time prior to the expiration of seven (7) days
after the Effective Date, by providing written notice of such revocation to the
Company via hand-delivery, facsimile or email transmission (and retain proof of
successful transmission) to: Brenda Taquino, Human Resources, Geokinetics Inc.,
1500 CityWest Blvd., Suite 800, Houston, TX 77042 (281) 850-7330.


 


14.                                  CHOICE OF LAW/VENUE.  This Agreement shall be exclusively governed
by, construed, and enforced in accordance with, and subject to, the laws of the
State of Texas or federal law, where applicable.  The sole, exclusive and mandatory venue for
any disputes arising from or concerning Employee’s employment with Company or
this Agreement shall be in the state or federal courts located in Harris
County, Texas.


 


15.                                  ENTIRE AGREEMENT.  It is
expressly understood and agreed that this Agreement embodies the entire
agreement between Employee and Company and supersedes any and all prior
agreements, arrangements, or understandings between and among them, except for
the non-competition provision set forth in the Employment Agreement executed by
Employee and Company on March 22, 2010 (the “Employment Agreement”).  Company hereby advises Employee of its intent
to enforce Employee’s


 


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non-compete obligations under Section 3.3 of the Employment
Agreement.  No oral understandings,
verbal representations, statements, promises, terms, conditions, obligations,
or agreements contrary or in addition to the terms of this Agreement exist.
This Agreement may not be changed by oral representations, and may only be
amended by written instrument executed by a duly authorized representative of
Employee and Company, or their respective successors or assigns.


 


16.                               OTHER REPRESENTATIONS:  Employee hereby represents and certifies that
he: (1) has carefully read all of this Agreement; (2) has been given
a fair opportunity to discuss and negotiate the terms of this Agreement; (3) understands
its provisions; (4) has been advised in writing and given the opportunity
to seek advice and consultation with attorneys regarding this Agreement; (5) has
determined that it is in Employee’s best interests to enter into this
Agreement; (6) has not been influenced to sign this Agreement by any
statement or representation by the Company not contained in this Agreement; and
(7) enters into this Agreement knowingly and voluntarily.


 


READ
CAREFULLY BEFORE SIGNING


 


THIS AGREEMENT CONTAINS A RELEASE AND WAIVER OF YOUR RIGHTS UNDER THE
AGE DISCRIMINATION IN EMPLOYMENT ACT AS WELL AS OTHER FEDERAL, STATE AND LOCAL
LAWS PROTECTING EMPLOYEE RIGHTS.  IF YOU
SIGN THIS AGREEMENT, YOU ARE WAIVING ALL OF YOUR RIGHTS TO ASSERT ANY CLAIMS
UNDER THESE LAWS.  PLEASE READ THIS
AGREEMENT CAREFULLY AND SEEK THE ADVICE OF AN ATTORNEY REGARDING THE LEGAL
EFFECT OF SIGNING THIS AGREEMENT.


 


 


	
   

  	
   

  	
   

  
	
  Scott
  A. McCurdy

  	
   

  	
  Date
  Signed

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Geokinetics Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Richard
  F. Miles

  	
   

  	
  Date
  Signed

  
	
  President
  and Chief Executive Officer

  	
   

  	
   

  
				



 


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