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**Exhibit 10.2**

 

 

 

**SEITEL HOLDINGS, INC.**

**RESTRICTED STOCK UNIT AWARDAGREEMENT**

 

 

*((Date))*

 

(*(Name))*

*((Address))*

 

Dear *((Name))*:

 

Pursuant to the Seitel Holdings, Inc. 2008 Restricted Stockand Restricted Stock Unit Plan (the "Plan") (a copy of which is attached tothis letter as Exhibit I), the Plan's administrative committee (the"Committee") hereby grants to you *((Units)) * RestrictedStock Units (the "Units"), subject to the terms and conditions described inthis letter.  Each Unit represents one share of Common Stock.

The Units are not actual shares of Common Stock, but apromise to deliver actual shares of Common Stock in the future and are creditedto an unfunded bookkeeping account maintained by the Company.  The Units aresubject to the applicable terms and conditions of the Plan, the SecuritiesHolders Agreement and a joinder to the Securities Holders Agreement (whichshall be in a form reasonably satisfactory to the Company (the "Joinder") andshall be executed and delivered by you in connection herewith), which areincorporated herein by reference, and in the event of any contradiction,distinction or difference between this letter and the terms of the Plan, theSecurities Holders Agreement or the Joinder, as applicable, the terms of thePlan will control.  Unless otherwise indicated, all capitalized terms usedherein have the meanings set forth herein or in the Plan, as applicable.

Your Units will be fully vested on the date of grant andwill be delivered to you on the applicable "Payment Date," as defined below.   

Any dividends paid on the shares of Common Stock underlyingthe Units, whether in stock or in cash, shall be applied to provide you withthe number of additional restricted stock units under the Plan as determined bythe Committee in its sole discretion.  Any additional restricted stock units soprovided shall be subject to the same terms and conditions as the Units.  

Payment of the Units will be made within 30 days after, butin any event by the final day of the same calendar year as, the first to occurof the following: (a) the termination of your employment with the Company andall Subsidiaries for any reason, (b) the date of your death, (c) the date onwhich you suffer a "Disability" (as defined in the Plan) or (d) a "Change inControl" (as defined below) (as applicable, the "Payment Date").  The paymentof the Units on the Payment Date will be made in certificates for the number ofshares of Common Stock underlying the Units.  

On the Payment Date, you must makeappropriate arrangements with the Company concerning withholding of any taxesthat may be due with respect to your receipt of the shares of Common Stock.  Aspromptly thereafter as possible, the Company will issue certificates for theshares of Common Stock.  Additionally, on the date of grant, you must makearrangements with the Company to satisfy any employment taxes that may be dueupon the grant and/or vesting of the Units. 

Except as set forth above, you willhave no shareholder rights with respect to the Units or the underlying sharesof Common Stock until the Payment Date.  The Committee may impose anyconditions on the Units as it deems necessary or advisable to ensure that allrights granted under the Plan satisfy the requirements of applicable securitieslaws.  The Company shall not be obligated to issue or deliver any shares ofCommon Stock if such action violates any provision of any law or regulation ofany governmental authority or national securities exchange.    

The Committee may amend the termsand conditions of this letter to the extent it deems appropriate to carry outthe terms of the Plan.  The construction and interpretation of any provision ofthis letter or the Plan shall be final, binding and conclusive when made by theCommittee.   

For purposes of this letter, "Changein Control" shall mean the occurrence of one of the following events:

           (1)        Any oneperson, or more than one person acting as a group, acquires ownership of stockof the Company that, together with stock held by such person or group,constitutes more than 50 percent of the total fair market value or total votingpower of the stock of the Company. 

           (2)        Any oneperson, or more than one person acting as a group, acquires (or has acquiredduring the 12-month period ending on the date of the most recent acquisition bysuch person or persons) assets from the Company that have a total gross fairmarket value equal to or more than 40 percent of the total gross fair marketvalue of all of the assets of the Company immediately before such acquisitionor acquisitions.  For this purpose, the gross fair market value of any asset isdetermined without regard to any liabilities associated with such asset.

           (3)        A majority ofthe members of the Board is replaced during any 12-month period by directorswhose appointment or election is not endorsed by a majority of the members ofthe Board before the date of the appointment or election.

Nothing in this Agreement shallconfer on you the right to continue in the employment of the Company or any ofits Subsidiaries or interfere in any way with the right of the Company or itsSubsidiaries to terminate your employment at any time and for any reason.

You should sign and return a copy ofthis letter to*((Contact))*.  Your acknowledgement must be returnedwithin ninety (90) days, otherwise, the Units will lapse and become null andvoid.  

 

| Very  truly yours,                                                                                                                             |
|------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                           |
| **SEITEL  HOLDINGS, INC.**                                                                                                                     |
| By:

Name:

*((Officer Name))*

Title:

*((Title))*

**ACKNOWLEDGED  AND ACCEPTED**

By:

Name:

*((Name))*

Dated:

  |