<PAGE>   1
                                  EXHIBIT 10.2

Form of Change in Control Agreement signed by the following officers of the
Company:

Robert P. Peebler
William H. Seippel
Henry P. Holland
John W. Gibson
Frank D. McMordie
William Trebinski
Daniel L. Casaccia
Denese D. Van Dyne
Patti L. Massaro
David L. Armitage
James Downing
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                          CHANGE IN CONTROL AGREEMENT

         This CHANGE IN CONTROL AGREEMENT ("Agreement), effective as of October
19, 1995 (the "Effective Date"), by and between Landmark Graphics Corporation,
a Delaware Corporation (the "Company"), and [Name] (the "Executive");

                                  WITNESSETH:

         WHEREAS, the Executive is a senior executive of the Company and has
made and/or is expected to make or continue to make major contributions to the
profitability, growth and financial strength of the Company;

         WHEREAS, the Company desires to assure itself of both present and
future continuity of management in the event of a Change in Control (as defined
hereafter) and desires to establish certain minimum compensation rights of its
key senior executives, including the Executive, applicable in the event of a
Change in Control;

         WHEREAS, the Company wishes to ensure that its senior executives are
not practically disabled from discharging their duties upon a Change in
Control;

         WHEREAS, this Agreement is not intended to alter materially the
compensation and benefits which the Executive could reasonably expect to
receive from the Company absent a Change in Control and, accordingly, although
effective and binding as of the date hereof, this Agreement shall become
operative only upon the occurrence of a Change of Control; and

         WHEREAS, the Executive is willing to render services to the Company on
the terms and subject to the conditions set forth in this Agreement;

         NOW, THEREFORE, the Company and the Executive agree as follows:

1.       Operation of Agreement:

         a)      This Agreement shall be effective and binding as of the
                 Effective Date, but, anything in this Agreement to the
                 contrary notwithstanding, this Agreement shall not be 
                 operative unless and until there shall have occurred a Change
                 in Control. For purposes of this Agreement, a "Change in
                 Control" shall have occurred if at any time during the Term
                 (as that term is hereafter defined) any of the following 
                 events shall occur:

                 i)       The Company is merged, consolidated or reorganized
                          into or with another corporation or other legal
                          person, and as a result of such merger, consolidation
                          or reorganization less than a majority of the
                          combined voting power of the then-outstanding
                          securities of such corporation or person immediately
                          after such transaction are held in the aggregate by
                          the holders of Voting Stock (as that term is
                          hereinafter defined) of the Company immediately prior
                          to such transaction;

                 ii)      The Company sells all or substantially all of its
                          assets to any other corporation  or other legal
                          person, less than a majority of the combined voting
                          power of the
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CHANGE IN CONTROL AGREEMENT                                               Page 2

                 then-outstanding Voting Stock of which are held in the 
                 aggregate by the holders of Voting Stock of the Company 
                 immediately prior to such sale;

         iii)    There is a report filed on Schedule 13D or Schedule 14D-1 (or
                 any successor schedule, form or report), each as promulgated
                 pursuant to the Securities Exchange Act of 1934, as amended
                 (the "Exchange Act"), disclosing that any person (as the term
                 "person" is used in Section 13(d)(3) or Section 14(d)(2) of
                 the Exchange Act) has become the beneficial owner (as the term
                 "beneficial owner" is defined under Rule l3d-3 or any
                 successor rule or regulation promulgated under the Exchange
                 Act) of securities representing 20% or more  of the combined
                 voting power of the then-outstanding securities entitled to
                 vote generally in the election of directors of the Company
                 ("Voting Stock").

         iv)     The Company files a report or proxy statement with the
                 Securities and Exchange Commission pursuant to the Exchange
                 Act disclosing in response to Form 8-K or Schedule 14A (or any
                 successor schedule, form or report or item therein) that a
                 change in control of the Company has or may have occurred or
                 will or may occur in the future pursuant to any then-existing
                 contract or transaction; or

         v)      If during any one (1) year period, individuals who at the
                 beginning of any such period constitute the Directors of the
                 Company cease for any reason to constitute at least a majority
                 thereof, unless the election, or the nomination for election
                 by the Company's stockholders, of each Director of the Company
                 first elected during such period was approved by a vote of at
                 least two-thirds of the Directors of the Company then still in
                 office who were Directors of the Company at the beginning of
                 any such period.

         Notwithstanding the foregoing provisions of Section 1(a)(iii) or
         1(a)(iv) hereof, a "Change in Control: shall not be deemed to have
         occurred for purposes of this Agreement solely because (i) the
         Company, (ii) an entity in which the Company directly or indirectly
         beneficially owns 50% or more of the voting securities of such entity,
         or (iii) any Company-sponsored employee stock ownership plan or any
         other employee benefit plan of the Company, either files or becomes
         obligated to file a report or a proxy statement under or in response
         to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any
         successor schedule, form or report or item therein) under the Exchange
         Act, disclosing beneficial ownership by it of shares of Voting Stock,
         whether in excess of 20% or otherwise, or because the Company reports
         that a change in control of the Company has or may have occurred or
         will or may occur in the future by reason of such beneficial ownership.

b)       Upon occurrence of a Change in Control at any time during the Term,
         this Agreement shall become immediately operative.

c)       The period during which this Agreement shall be in effect (the "Term")
         shall commence as of the date hereof and shall expire as of the later
         of (i) the close of business on June 30, 2000 and (ii) the expiration
         of the Period of Employment (as that term is hereinafter defined);
         provided, however, that (A) commencing on June 30, 1996 and the last
         day of each of the Company's Fiscal Years thereafter, the Term of
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CHANGE IN CONTROL AGREEMENT                                               Page 3

                 this Agreement shall automatically be extended for an
                 additional year unless, not later than the last day of the
                 immediately preceding September, the Company or the Executive
                 shall have given notice that it or he, as the case may be,
                 does not wish to have the Term extended and (B) subject to
                 Section 9 hereof, if, prior to a Change in Control, the
                 Executive ceases for any reason to be an employee of the
                 Company, thereupon the Term shall be deemed to have expired
                 and this Agreement shall immediately terminate and be of no 
                 further effect.

2.       Employment: Period of Employment:

         a)      Subject to the terms and conditions of this Agreement, upon
                 the occurrence of a Change in Control, the Company shall
                 continue the Executive in its employ and the Executive shall
                 remain in the employ of the Company for the period set forth
                 in Section 2(b) hereof (the "Period of Employment"), in the
                 position and with substantially the same duties and
                 responsibilities that he had immediately prior to the Change
                 in Control, or to which the Company and the Executive may
                 hereafter mutually agree in writing.  Throughout the Period of
                 Employment, the Executive shall devote substantially all of
                 his time during normal business hours (subject to vacations,
                 sick leave and other absences in accordance with the policies
                 of the Company as in effect for senior executives immediately
                 prior to the Change in Control) to the business and affairs of
                 the Company, but nothing in this Agreement shall preclude the
                 Executive from devoting reasonable periods of time during
                 normal business hours to (i) serving as a director, trustee or
                 member of or participant in any organization or business so
                 long as such activity would not constitute Competitive
                 Activity (as that term is hereafter defined) if conducted by
                 the Executive after the Executive's Termination Date (as that
                 term is hereafter defined), (ii) engaging in charitable and
                 community activities, or (iii) managing his personal
                 investments.

         b)      The Period of Employment shall commence on the date of an
                 occurrence of a Change in Control and, subject only to the
                 provisions of Section 4 hereof, shall continue until the
                 earlier of (i) the expiration of the second anniversary of the
                 occurrence of the Change in Control or (ii) the Executive's
                 death; provided, however, that commencing on each anniversary
                 of the Change of Control, the Period of Employment shall
                 automatically be extended for an additional year unless, not
                 later than 90 calendar days prior to such anniversary date,
                 the Company or the Executive shall have given notice that it
                 or he, as the case may be, does not wish to have the Term
                 extended.

3.       Compensation During Period of Employment:

         a)      Upon the occurrence of a Change in Control, the Executive
                 shall receive during the Period of Employment (i) annual base
                 salary at a rate not less than the Executive's annual fixed or
                 base compensation payable monthly or otherwise as in effect
                 for senior executives of the Company immediately prior to the
                 occurrence of a Change in Control or such higher rate as may
                 be determined from time to time by the Board of Directors of
                 the Company (the "Board") or the Compensation Committee
                 thereof (the "Committee") (which base salary at such rate is
                 herein referred to as "Base Pay") and (ii) an annual amount
                 equal to not less than the highest aggregate annual bonus,
                 incentive or other payments of cash compensation in addition
                 to the amounts referred to in clause (i) above made or to be
                 made in or with respect to any calendar year
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CHANGE IN CONTROL AGREEMENT                                               Page 4

                 during the three calendar years immediately preceding the year
                 in which the Change in Control occurred pursuant to any bonus,
                 incentive, profit-sharing, performance, discretionary pay or
                 similar policy, plan, program or arrangement of the Company or
                 any successor thereto providing benefits at least as great as
                 the benefits payable thereunder prior to a Change in Control
                 ("Incentive Pay"); provided, however, that nothing herein
                 shall preclude a change in the mix between Base Pay and
                 Incentive Pay so long as the aggregate cash compensation
                 received by the Executive in any one calendar year is not
                 reduced in connection therewith or as a result thereof and,
                 provided further, however, that in no event shall any increase
                 in the Executive's aggregate cash compensation or any portion
                 thereof in any way diminish any other obligation of the
                 Company under this Agreement.

         b)      For his service pursuant to Section 2(a) hereof, during the
                 Period of Employment the Executive shall, if and on the same
                 basis as he participated therein immediately prior to the
                 Change in Control, be a full participant in, and shall be
                 entitled to the perquisites, benefits and service credit for
                 benefits as provided under any and all employee retirement
                 income and welfare benefit policies, plans, programs or
                 arrangements in which senior executives of the Company
                 participate, including without limitation any stock option,
                 stock purchase, stock appreciation, savings, pension,
                 supplemental executive retirement or other retirement income
                 or welfare benefit, deferred compensation, incentive
                 compensation, group and/or executive life, accident, health,
                 dental, medical/hospital or other insurance (whether funded by
                 actual insurance or self-insured by the Company), disability,
                 salary continuation, expense reimbursement and other employee
                 benefit policies, plans, programs or arrangements that may now
                 exist or any equivalent successor policies, plans, programs or
                 arrangements that may be adopted hereafter by the Company
                 providing perquisites, benefits and service credit for
                 benefits at least as great as are payable thereunder prior to
                 a Change in Control(collectively, "Employee Benefits");
                 provided, however, that the Executive's rights thereunder
                 shall be governed by the terms thereof and shall not be
                 enlarged hereunder or otherwise affected hereby. Subject to
                 the proviso in the immediately preceding sentence, if and to
                 the extent such perquisites, benefits or service credit for
                 benefits are not payable or provided under any such policy,
                 plan, program or arrangement as a result of the amendment or
                 termination thereof, then the Company shall itself pay or
                 provide therefore. Nothing in this Agreement shall preclude
                 improvement or enhancement of any such Employee Benefits,
                 provided that no such improvement shall in any way diminish
                 any other obligation of the Company under this Agreement.

         c)      The Company has determined that the amounts payable pursuant
                 to this Section 3 constitute reasonable compensation.
                 Accordingly, notwithstanding any other provision hereof,
                 unless such action would be expressly prohibited by applicable
                 law, if any amount paid or payable pursuant to this Section 3
                 is subject to the excise tax imposed by Section 4999 of the
                 lnternal Revenue Code of 1986, as amended (the "Code"), the
                 Company will pay to the Executive an additional amount in cash
                 equal to the amount necessary to cause the aggregate
                 remuneration received by the Executive under this Section 3,
                 including such additional cash payment (net of all federal,
                 state and local income taxes and all taxes payable as the
                 result of the application of Sections 280G and 4999 of the
                 Code) to be equal to the aggregate remuneration the Executive
                 would have received under this Section 3, excluding such
                 additional payment (net of all federal,
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CHANGE IN CONTROL AGREEMENT                                               Page 5

                 state and local income taxes), as if Sections 280G and 4999 of
                 the Code (and any successor provisions thereto) had not been
                 enacted into law.

4.       Termination Following a Change in Control:

         a)      In the event of the occurrence of a Change in Control, this
                 Agreement may be terminated by the Company during the Period
                 of Employment only upon the occurrence of one or more of the
                 following events:

                 i)       If the Executive is unable to perform the essential
                          functions of his job (with or without reasonable
                          accommodation) because he has become permanently
                          disabled within the meaning of, and actually begins
                          to receive disability benefits pursuant to, the
                          long-term disability plan in effect for senior
                          executives or, if applicable, employees of the
                          Company immediately prior to the Change in Control;
                          or

                 ii)      For "Cause", which for purposes of this Agreement
                          shall mean that, prior to any termination pursuant to
                          Section 4(b) hereof, the Executive shall have
                          committed:

                          A)      An intentional act of fraud, embezzlement or
                                  theft in connection with his duties or in the
                                  course of his employment with the Company;

                          B)      intentional wrongful damage to property of
                                  the Company;

                          C)      intentional wrongful disclosure of secret
                                  processes or confidential information of the
                                  Company; or

                          D)      intentional wrongful engagement in any
                                  Competitive Activity;

         and any such act shall have been materially harmful to the Company.
         For purposes of this Agreement, no act, or failure to act, on the
         part of the Executive shall be deemed "intentional"  if it was due
         primarily to an error in judgment or negligence, but shall be deemed
         "intentional"  only if done, or omitted to be done, by the Executive
         not in good faith and without reasonable  belief that his action or
         omission was in the best interest of the Company. Notwithstanding the
         foregoing, the Executive shall not be deemed to have been terminated
         for "Cause" hereunder  unless and until there shall have been
         delivered to the Executive a copy of a resolution duly  adopted by the
         affirmative vote of not less than three-quarters of the Board then in
         office at a  meeting of the Board called and held for such purpose
         (after reasonable notice to the Executive  and an opportunity for the
         Executive, together with his counsel, to be heard before the Board),
         finding that, in the good faith opinion of the Board, the Executive
         had committed an act set  forth above in this Section 4(a)(ii) and
         specifying the particulars thereof in detail. Nothing  herein shall
         limit the right of the Executive or his beneficiaries to contest the
         validity or  propriety of any such determination.

         b)      in the event of the occurrence of a Change in Control, this
                 Agreement may be terminated by the Executive during the Period
                 of Employment with the right to benefits as provided in
                 Section 5 hereof upon the occurrence of one or more of the
                 following events:


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CHANGE IN CONTROL AGREEMENT                                               Page 6

                 i)       Any termination by the Company of the employment of
                          the Executive for any reason other than for Cause or
                          as a result of the death of the Executive or by
                          reason of the Executive's disability and the actual
                          receipt of disability benefits in accordance with
                          Section 4(a)(i) hereof; or

                 ii)      Termination by the Executive of his employment with
                          the Company within three years after the Change in
                          Control upon the occurrence of any of the following
                          events:

                          A)      Failure to elect or reelect the Executive to
                                  the office of the Company which the Executive
                                  held immediately prior to a Change in
                                  Control, or the removal of the Executive as a
                                  Director of the Company (or any successor
                                  thereto), if the Executive shall have been a
                                  Director of the Company immediately prior to
                                  the Change in Control;

                          B)      A significant adverse change in the nature or
                                  scope of the authorities, powers, functions,
                                  responsibilities or duties attached to the
                                  position with the Company which the Executive
                                  held immediately prior to the Change in
                                  Control, a reduction in the aggregate of the
                                  Executive's Base Pay and Incentive Pay
                                  received from the Company, or the termination
                                  of the Executive's rights to any Employee
                                  Benefits to which he was entitled immediately
                                  prior to the Change in Control or a reduction
                                  in scope or value thereof without the prior
                                  written consent of the Executive, any of
                                  which is not remedied within 10 calendar days
                                  after receipt by the Company of written
                                  notice from the Executive of such change,
                                  reduction or termination, as the case may be;

                          C)      A determination by the Executive made in good
                                  faith that, following a Change in Control, as
                                  a result of a change in circumstances
                                  significantly affecting his position,
                                  including without limitation, a change in the
                                  scope of the business or other activities for
                                  which he was responsible immediately prior to
                                  a Change in Control, that he has been
                                  rendered substantially unable to carry out,
                                  has been substantially hindered in the
                                  performance of, or has suffered a substantial
                                  reduction in any of the authorities, powers,
                                  functions, responsibilities or duties
                                  attached to the position held by the
                                  Executive immediately prior to the Change in
                                  Control, which situation is not remedied
                                  within 10 calendar days after written notice
                                  to the Company form the Executive of such
                                  determination;

                          D)      The liquidation, dissolution, merger,
                                  consolidation or reorganization of the
                                  Company or transfer of all or a significant
                                  portion of its business and/or assets, unless
                                  the successor or successors (by liquidation,
                                  merger, consolidation, reorganization or
                                  otherwise) to which all or a significant
                                  portion of its business and/or assets have
                                  been transferred (directly or by operation of
                                  law) shall have assumed all duties and
                                  obligations of the Company under this
                                  Agreement pursuant to Section 11 hereof;
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CHANGE IN CONTROL AGREEMENT                                               Page 7

                          E)      The Company shall relocate its principal
                                  executive offices, or require the Executive
                                  to have his principal location of work
                                  changed to any location which is in excess of
                                  10 miles from the location thereof
                                  immediately prior to the Change of Control or
                                  to travel away from his office in the course
                                  of discharging his responsibilities or duties
                                  hereunder significantly more (in terms of
                                  either consecutive days or aggregate days in
                                  any calendar year) than was required of him
                                  prior to the Change of Control without, in
                                  either case, his prior consent; or

                          F)      Any material breach of this Agreement by the
                                  Company or any successor thereto.

         c)      A termination by the Company pursuant to Section 4(a) hereof
                 or by the Executive pursuant to Section 4(b) hereof shall not
                 affect any rights which the Executive may have pursuant to any
                 agreement, policy, plan, program or arrangement of the Company
                 providing Employee Benefits, which rights shall be governed by
                 the terms thereof. If  this Agreement or the employment of the
                 Executive is terminated under circumstances in which the
                 Executive is not entitled to any payments under Sections 3 or
                 5 hereof, the Executive shall have no further obligation or
                 liability to the Company hereunder with respect to his prior
                 or any future employment by the Company.

5.       Severance Compensation:

         a)      If, following the occurrence of a Change in Control, the
                 Company shall terminate the Executive's employment during the
                 Period of Employment other than pursuant to Section 4(a)
                 hereof, or if the Executive shall terminate his employment
                 pursuant to Section 4(b) hereof, the Company shall pay to the
                 Executive the amount specified in Section 5(a)(i) hereof
                 within five business days after the date (the "Termination
                 Date") that the Executive's employment is terminated (the
                 effective date of which shall be the date of termination, or
                 such other date that may be specified by the Executive if the
                 termination is pursuant to Section 4(b) hereof):

                 i)       In lieu of any further payments to the Executive for
                          periods subsequent to the Termination Date, but
                          without affecting the rights of the Executive
                          referred to in Section 5(b) hereof, a lump sum
                          payment (the "Severance Payment") in an amount equal
                          to the present value (using a discount rate required
                          to be utilized for purposes of computations under
                          Section 280G of the Code or any successor provision
                          thereto, or if no such rate is so required to be
                          used, a rate equal to the then-applicable interest
                          rate prescribed by the Pension Benefit Guarantee
                          Corporation for benefit valuations in connection with
                          non-multiemployer pension plan terminations assuming
                          the immediate commencement of benefit payments (the
                          "Discount Rate")) of the sum of (A) the aggregate
                          Base Pay (at the highest rate in effect during the
                          Term prior to the Termination Date) for each
                          remaining year or fraction of the Period of
                          Employment which the Executive would have received
                          had such termination or breach not occurred, plus (B)
                          the aggregate Incentive Pay (based upon the greatest
                          amount of Incentive Pay paid or payable to the
                          Executive for any year during the Term but prior to
                          the year in which the Termination Date occurs), which
                          the Executive would have received pursuant to this
                          Agreement during the
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CHANGE IN CONTROL AGREEMENT                                               Page 8

                          remainder of the Period of Employment had his
                          employment continued for the remainder of the Period
                          of Employment; provided, however, that in no event
                          will the "present value" (as determined under Section
                          280G of the Code or any successor provision thereto)
                          of the amount otherwise payable hereunder, when added
                          to the "present value" (as determined under Section
                          280G of the Code or any successor provision thereto)
                          of any other "parachute payments" (as that term is
                          defined in Section 280G of the Code or any successor
                          provision thereto) from the Company, exceed an amount
                          (the "299% Amount") equal to 299% of the Executive's
                          "base amount" (as that term is defined in Section
                          280G of the Code (without regard to Section
                          280G(b)(2)(A)(ii) thereof) or any successor provision
                          thereto) and if the amount otherwise payable
                          hereunder would exceed the 299% Amount, the Severance
                          Payment shall be reduced to the extent necessary so
                          that the aggregate present value determined in the
                          previous clause does not exceed the 299% Amount.

                 ii)      The determination of whether any amount otherwise
                          payable under Section 5(a)(i) causes the 299% Amount
                          to be exceeded shall be made, if requested by the
                          Executive or the Company, by tax counsel selected by
                          the Company and acceptable to the Executive. The
                          costs of obtaining such determination shall be borne
                          by the Company. The fact that the Executive shall
                          have his right to the Severance Payment reduced as a
                          result of the existence of the limitations contained
                          in this Section 5(a) shall not limit or otherwise
                          affect any rights of the Executive to any Employee
                          Benefit, or other right arising other than pursuant
                          to this Agreement. Without limiting the generality of
                          the foregoing, upon the Executive's termination of
                          employment as provided in this Section 5, the Company
                          shall pay over to him all vested benefits to which he
                          is entitled under and in accordance with the terms of
                          the Company's employee savings, stock ownership,
                          supplemental executive retirement and similar Plans
                          in the event such payments are not otherwise made in
                          accordance with the terms of such plans.

                 iii)     Except to the extent that the payments or benefits
                          pursuant to this Section 5(a)(iii) would result in a
                          reduction of the amount of the Severance Payment
                          because they would exceed the 299% Amount, (A) for
                          the remainder of the Period of Employment the Company
                          shall arrange to provide the Executive with Employee
                          Benefits substantially similar to those which the
                          Executive was receiving or entitled to receive
                          immediately prior to the Termination Date (and if and
                          to the extent that such benefits shall not or cannot
                          be paid or provided under any policy, plan, program
                          or arrangement of the Company solely due to the fact
                          that the Executive is no longer an officer or
                          employee of the Company, then the Company shall
                          itself pay or provide for the payment to the
                          Executive, his dependents and beneficiaries, such
                          Employee Benefits) and (B) without limiting the
                          generality of the foregoing, the remainder of the
                          Period of Employment shall be considered service with
                          the Company for the purpose of service credits under
                          the Company's retirement income, supplemental
                          executive retirement and other benefit plans of the
                          Company applicable to the Executive or his
                          beneficiaries immediately prior to the Termination
                          Date. Without otherwise limiting the purposes or
                          effect of Section 6 hereof, Employee Benefits payable
                          to the Executive pursuant to this Section 5(a)(iii)
                          by reason of
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CHANGE IN CONTROL AGREEMENT                                               Page 9

                          any "welfare benefit plan" of the Company (as the
                          term "welfare benefit plan" is defined in Section
                          3(1) of the Employee Retirement Income Security Act
                          of 1974, as amended) shall be reduced to the extent
                          comparable welfare benefits are actually received by
                          the Executive from another employer during such
                          period following the Executive's Termination Date
                          until the expiration of the Period of Employment.

                 iv)      Notwithstanding any provision of the Section 5(a) to
                          the contrary, in the event the benefits intended to
                          be provided to the Executive pursuant to Section
                          5(a)(iii) hereof are required to be reduced in whole
                          or in part because the value of such Employee
                          Benefits, when added to the amount of the Severance
                          Payment under Section 5(a)(i), would exceed 299%
                          Amount, the Executive shall have the option to elect
                          to receive, in lieu of all or a portion of the
                          Severance Payment provided in Section 5(a)(i) hereof,
                          one or more Employee Benefits, provided that (A)
                          prior to the receipt of any payment under Section
                          5(a)(i) hereof, the Executive Benefit or Employee
                          Benefits so elected to be received, and (B) in no
                          event shall the "aggregate present value of the
                          payments in the nature of compensation" (as that
                          phrase is used in Section 280G of the Code) received
                          by the Executive as a result of the receipt of such
                          Employee Benefits, when added to the remaining
                          portion of the Severance Payment, if any, to be
                          received by the Executive, exceed the 299% Amount.

                 v)       In addition to all other compensation due to the
                          Executive, the following shall occur immediately
                          following the occurrence of a Change in Control:

                          A)      all Company stock options held by the
                                  Executive prior to a Change in Control shall
                                  be exercisable, regardless of whether or not
                                  the vesting conditions set forth in the
                                  relevant stock option agreements have been
                                  satisfied in full;

                          B)      all restrictions on any restricted Company
                                  stock granted to the Executive prior to a
                                  Change in Control shall be removed and the
                                  stock shall be freely transferable,
                                  regardless of whether the conditions set
                                  forth in the relevant restricted stock
                                  agreements have been satisfied in full.

                          C)      the Executive shall have an immediate right
                                  to receive all performance shares granted
                                  prior to a Change in Control, and such
                                  performance shares shall be freely
                                  transferable without restrictions, regardless
                                  of whether or not specific performance goals
                                  set forth in the relevant performance share
                                  agreements shall have been attained.

                          D)      all performance units granted to the
                                  Executive prior to a Change in Control shall
                                  be immediately payable in cash or Common
                                  Stock, at the Executive's sole option,
                                  regardless of whether or not the relevant
                                  performance cycle has been completed, and
                                  regardless of whether any other terms and
                                  conditions of the performance unit agreement
                                  shall have been satisfied in full.
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CHANGE IN CONTROL AGREEMENT                                              Page 10

         b)      Upon written notice given by the Executive to the Company
                 prior to the receipt of any payment pursuant to Section 5(a)
                 hereof, the Executive, at his sole option, without reduction
                 to reflect the present value of such amounts as aforesaid, may
                 elect to have all or any of the Severance Payment payable
                 pursuant to Section 5(a)(i) hereof paid to him on a quarterly
                 or monthly basis during the remainder of the Period of
                 Employment.

         c)      There shall be no right of set-off or counterclaim in respect
                 of any claim, debt or obligation against any payment to or
                 benefit for the Executive provided for in this Agreement.

         d)      Without limiting the rights of the Executive at law or in
                 equity, if the Company fails to make any payment required to
                 be made hereunder on a timely basis, the Company shall pay
                 interest on the amount thereof at an annualized rate of
                 interest equal to the then-applicable Discount Rate or, if
                 lesser, the highest rate allowed by applicable usury laws.

6.       No Mitigation Obligation: The Company hereby acknowledges that it will
         be difficult, and may be impossible, for the Executive to find
         reasonably comparable employment following the Termination Date and
         that the noncompetition covenant contained in Section 7 hereof will
         further limit the employment opportunities for the Executive. In
         addition, the Company acknowledges that its severance pay plans
         applicable in general to its salaried employees do not provide for
         mitigation, offset or reduction of any severance payment received
         thereunder. Accordingly, the parties hereto expressly agree that the
         payment of the severance compensationby the Company to the Executive
         in accordance with the terms of this Agreement will be liquidated
         damages, and that the Executive shall not be required to mitigate the
         amount of any payment provided for in this Agreement by seeking other
         employment or otherwise, nor shall any profits, income, earnings or
         other benefits from any source whatsoever create any mitigation,
         offset, reduction or any other obligation on the part of the Executive
         hereunder or otherwise, except as expressly provided in Section
         5(a)(iii) hereof.

7.       Competitive Activity: During a period ending one year following the
         Termination Date, if the Executive shall have received or shall be
         receiving benefits under Section 5(a) hereof, the Executive shall not,
         without the prior written consent by the Company, directly or
         indirectly engage in the business of developing products competitive
         with the proprietary business of the Company within the United States
         of America and any other geographical area served by the Company
         during the twelve (12) month period immediately preceding termination
         of employment nor will the Executive engage, within this geographical
         area, in the design, development, distribution, manufacture, assembly
         or sale of a product or service in competition with any product or
         service currently marketed or planned by the Company, the plans,
         designs or specifications of which have been revealed to the
         Executive. The Executive acknowledges that these limited prohibitions
         are reasonable as to time, geographical area and scope of activities
         to be restrained and that the limited prohibitions do not impose a
         greater restraint than is necessary to protect the Company's goodwill,
         proprietary information and other business interests. "Competitive
         Activity" shall not include (i) the mere ownership of securities in
         any such enterprise and exercise of rights appurtenant thereto or (ii)
         participation in management of any such enterprise or business
         operation thereof other than in connection with the competitive
         operation of such enterprise.
<PAGE>   12
CHANGE IN CONTROL AGREEMENT                                              Page 11

8.       Legal Fees and Expenses:

         a)      It is the intent of the Company that the Executive not be
                 required to incur the expenses associated with the enforcement
                 of his rights under this Agreement by litigation or other
                 legal action because the cost and expense thereof would
                 substantially detract from the benefits intended to be
                 extended to the Executive hereunder. Accordingly, if it should
                 appear to the Executive that the Company has failed to comply
                 with any of its obligations under this Agreement or in the
                 event that the Company or any other person takes any action to
                 declare this Agreement void or unenforceable, or institutes
                 any litigation designed to deny, or to recover from, the
                 Executive the benefits intended to be provided to the
                 Executive hereunder, the Company irrevocably authorizes the
                 Executive from time to time to retain counsel of his choice,
                 at the expense of the Company as hereafter provided, to
                 represent the Executive in connection with the initiation or
                 defense of any litigation or other legal action, whether by or
                 against the Company or any Director, officer, stockholder or
                 other person affiliated with the Company, in any jurisdiction.
                 Notwithstanding any existing or prior attorney-client
                 relationship between the Company and such counsel, the Company
                 irrevocably consents to the Executive's entering into an
                 attorney-client relationship with such counsel (other than
                 Winstead Sechrest & Minick P.C.), and in that connection the
                 Company and the Executive agree that a confidential
                 relationship shall exist between  the Executive and such
                 counsel. The Company shall pay or cause to be paid and shall
                 be solely responsible for any and all attorneys' and related
                 fees and expenses incurred by the Executive as a result of the
                 Company's failure to perform this Agreement or any provision
                 thereof or as a result of the Company or any person contesting
                 the validity or enforceability of this Agreement or any
                 provision thereof as aforesaid.

         b)      In order to ensure the benefits intended to be provided to the
                 Executive under Section 8(a) hereof, the Company has
                 established an irrevocable standby Letter of Credit in favor
                 of the Executive and each other person who is named an
                 Executive under similar agreements, drawn on a bank selected
                 by the Company (the "Letter of Credit") which provides for a
                 credit amount of $250,000 being made available to the
                 Executive against presentation at any time and from time to
                 time of his clean sight drafts, accompanied by statements of
                 his counsel for fees and expenses, in an aggregate amount not
                 to exceed $250,000, unless a larger amount is previously
                 authorized by two of the Chairman, President, Chief Executive
                 Officer, General Counsel, Chief Financial Officer and Vice
                 Presidents of the Company, provided that no such person may
                 act in two separate capacities or authorize a larger amount
                 for himself.

9.       Employment Rights: Nothing expressed or implied in this Agreement
         shall create any right or duty on the part of the Company or the
         Executive to have the Executive remain in the employment of the
         Company prior to any Change in Control; provided, however, that any
         termination of employment of the Executive or removal of the Executive
         as an Officer of the Company following the commencement of any
         discussion with a third person that ultimately results in a Change in
         Control shall be deemed to be a termination or removal of the
         Executive after a Change in Control for purposes of this Agreement.

10.      Withholding of Taxes: The Company may withhold from any amounts
         payable under this Agreement all federal, state, city or other taxes
         as shall be required pursuant to any law or government regulation or
         ruling.
<PAGE>   13
CHANGE IN CONTROL AGREEMENT                                              Page 12

11.      Successors and Binding Agreement:

         a)      The Company shall require any successor (whether direct or
                 indirect, by purchase, merger, consolidation, reorganization
                 or otherwise) to all or substantially all of the business
                 and/or assets of the Company, by agreement in form and
                 substance satisfactory to the Executive, expressly to assume
                 and agree to perform this Agreement in the same manner and to
                 the same extent the Company would be required to perform if no
                 such succession had taken place. This Agreement shall be
                 binding upon and inure to the benefit of the Company and any
                 successor to the Company, including without limitation any
                 persons acquiring directly or indirectly all or substantially
                 all of the business and/or assets of the Company whether by
                 purchase, merger, consolidation, reorganization or otherwise
                 (and such successor shall thereafter be deemed the "Company"
                 for the purposes of this Agreement), but shall not otherwise
                 be assignable, transferable or delegable by the Company.

         b)      This Agreement shall inure to the benefit of and be
                 enforceable by the Executive's personal or legal
                 representatives, executors, administrators, successors, heirs,
                 distributees and/or legatees.

         c)      This Agreement is personal in nature and neither of the
                 parties hereto shall, without the consent of the other,
                 assign, transfer or delegate this Agreement or any rights or
                 obligations hereunder except as expressly provided in Section
                 11(a) hereof Without limiting the generality of the foregoing,
                 the Executive's right to receive payments hereunder shall not
                 be assignable, transferable or delegable, whether by pledge,
                 creation of a security interest or otherwise, other than by a
                 transfer by his will or by the laws of descent and
                 distribution and, in the event of any attempted assignment or
                 transfer contrary to this Section 11(c), the Company shall
                 have no liability to pay any amount so attempted to be
                 assigned, transferred or delegated.

         d)      The Company and the Executive recognize that each Party will
                 have no adequate remedy at law for breach by the other of any
                 of the agreements contained herein and, in the event of any
                 such breach, the Company and the Executive hereby agree and
                 consent that the other shall be entitled to a decree of
                 specific performance, mandamus or other appropriate remedy to
                 enforce performance of this Agreement.

12.      Notice: For all purposes of this Agreement, all communications
         provided for herein shall be in writing and shall be deemed to have
         been duly given when delivered or five business days after having been
         mailed by United States registered or certified mail, return receipt
         requested, postage prepaid, addressed to the Company (to the attention
         of the Secretary of the Company) at its principal executive office and
         to the Executive at his principal residence, or to such other address
         as any party may have furnished to the other in writing and in
         accordance herewith, except that notices of change of address shall be
         effective only upon receipt

13.      Governing Law: The validity, interpretation, construction and
         performance of this Agreement shall be governed by the laws of the
         State of Delaware, without giving effect to the principles of conflict
         of laws of such State.

14.      Validity: If any provision of this Agreement or the application of any
         provision hereof to any person or circumstances is held invalid,
         unenforceable or otherwise illegal, the remainder of
<PAGE>   14
CHANGE IN CONTROL AGREEMENT                                              Page 13

         this Agreement and the application of such provision to any other
         person or circumstances shall not be affected, and the provision so
         held to be invalid, unenforceable or otherwise illegal shall  be
         reformed to the extent (and only to the extent) necessary to make it
         enforceable, valid and legal.

15.      Miscellaneous: No provisions of this Agreement may be modified, waived
         or discharged unless such waiver, modification or discharge is agreed
         to in writing signed by the Executive and the Company. No waiver by
         either party hereto at any time of any breach by the other party
         hereto or compliance with any condition or provision of this Agreement
         to be performed by such other party shall be deemed a waiver of
         similar or dissimilar provisions or conditions at the same or at any
         prior or subsequent time. No agreements or representations, oral or
         otherwise, expressed or implied with respect to the subject matter
         hereof have been made by either party which are not set forth
         expressly in this Agreement.

16.      Prior Agreements: This Agreement is voluntarily entered into and
         supersedes and takes the place of any prior change in control,
         severance or employment agreements between the parties hereto. The
         parties hereto expressly agree and hereby declare that any and all
         prior change in control, severance or employment agreements between
         the parties are terminated and of no force or effect.

17.      Counterparts: This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be an original but all
         of which together will constitute one and the same agreement.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.

                                    LANDMARK GRAPHICS CORPORATION              
                                                                               
                                    By: /s/ Patti L. Massaro                   
                                       -----------------------------------------
                                    Patti L. Massaro                           
                                    General Counsel and Corporate Secretary    
                                                                               


                                    EXECUTIVE:                                 
                                                                               

                                    --------------------------------------------
                                    [Name]