ex10_5.htm










 


Exhibit 10.5







 


Employment Agreement


Between Geokinetics Inc. And Lee Parker







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







Section 1: Employment, Compensation, and Benefits







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







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







1.3           Benefits. Employee shall be eligible to participate in all general employee benefit plans and programs that the Company has made available to the Company’s employees in the United States. Employee will be eligible for 4 weeks of vacation per year pursuant to the Company’s policies and procedures. Nothing in this Agreement is to be construed to provide greater rights, participation, coverage or benefits than provided to similarly-situated employees under the terms of the benefit plans and programs.  The Company is not obligated to institute, maintain or refrain from changing, amending or discontinuing any benefit program or plan, as long as such actions are similarly applicable to covered employees generally.  If such benefits are taxable, the Company shall ensure that the terms of the benefits comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code) and Treasury Regulations and other guidance promulgated or issued thereunder (collectively referred to as “Section 409A”) if Employee is employed in the United States.







 Section 2:   Termination of Employment

 


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






  





  











  








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








	
  

	
If to Company:

	
Richard F. Miles







Geokinetics Inc.


1500 City West, Suite 800


Houston, Texas 77042








	
  

	
If to the Employee:

	
Lee Parker







1203, Brecon Hall Drive


Houston, TX 77077












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







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







To the extent Employee is eligible for Severance Pay under this Agreement, the Company shall pay such Severance Pay monthly; provided, however, that the Company shall make no payments until six months after termination, at which point all delayed payments will be made in a lump sum, if Employee is a “Specified Employee” as defined in Section 409A.  The Company shall provide to the Employee payments for COBRA for medical insurance coverage at the existing level during the Severance Pay Period regardless of whether Severance Pay is paid monthly, delayed, or paid in a lump sum.






  





  











  








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







For purposes of this Agreement, “death/disability” shall mean Employee’s: (a) death; (b) becoming incapacitated or disabled so as to entitle Employee to benefits under the Company’s long-term disability plan; or (c) becoming permanently and totally unable to perform Employee’s  duties for the Company as a result of any physical or mental impairment supported by a written opinion by a physician selected by the Company.







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







For purposes of this Agreement, a “Change of Control” (as defined in Geokinetics Inc.’s 2007 Stock Award Plan) means the occurrence of any of the following events: (i) the Company shall not be surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Company); (ii) the Company sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company); (iii) the Company is to be dissolved and liquidated; (iv) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election s hall cease to constitute a majority of the Board.  Notwithstanding the foregoing, a “Change of Control” shall not include any transaction or series of related transactions in which a stockholder or any “group” (as contemplated by Section 13(d)(3) of the 1934 Act) of which such stockholder is a member that, as of the date of approval of the Plan by the board, owns more than 25% of the outstanding shares of the Company’s voting stock (based upon the voting power of all shares of the Company’s capital stock, the holders of which are entitled to vote for the election of members of the Board) acquires, directly or indirectly, more than 50% of the outstanding shares of the Company’s voting stock, but less than 75% of the outstanding shares of the company’s voting stock (based, in either such case, upon the voting power of all shares of the Company’s capital stock, the holders of which are entitled to vote for the election of members of the Board).






  





  











  








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







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







3.1           Confidentiality. The Company shall provide Employee with valuable proprietary and confidential information during employment for the purpose of assisting in the performance of Employee’s job requirements and responsibilities.  Employee acknowledges that such proprietary and confidential information will be provided throughout his/her employment on a continuing basis because of the Employee’s position with the Company.  At all times during employment with the Company and after the termination or expiration of employment, whether voluntary or involuntary, Employee agrees to keep in confidence and trust all proprietary and confidential information that has been provided to Employee by the Company, and agrees not to use or disclose such proprietary and confidential information without the written consent of the Company, except as may be necessary to perform Employee’s duties to the Company. Employee also agrees to return all proprietary and confidential information to the Company upon request and/or prior to leaving employment with Company.







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







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






  





  











  








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







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







3.3           Non-compete Obligations. Employee agrees not to compete in the seismic service industry during employment with the Company.  In addition, the Employee agrees that he/she will not compete in the seismic service industry as more specifically set forth in Exhibit A.  Employee agrees that the restrictions set forth in this paragraph and Exhibit A are intended to protect the legitimate business interests of the Company and its proprietary and confidential information that will provided to Employee during employment.   Employee agrees that the time, geographic and scope of activity limitations set forth in Exhibit A are reasonable and necessary to protect the Company’s legitimate business interests.  Employee further acknowledges that in the event of Employee’s termination, Employee’s knowledge, experience and capabilities are such that Employee can obtain employment in business activities which are of a different and non-competing nature than those performed in the course of Employee’s employment with the Company.







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







Section 4: Other Provisions







4.1           Waiver of Right to Jury Trial.






  





  











  








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







a.           Any and all claims and causes of action arising under contract, tort or other common law including, without limitation, breach of contract, fraud, estoppel, misrepresentation, express or implied duties of good faith and fair dealing, wrongful discharge, discrimination, retaliation, harassment, negligence, gross negligence, false imprisonment, assault and battery, conspiracy, intentional or negligent infliction of emotional distress, slander, libel, defamation and invasion of privacy.







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







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




 


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







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


 


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


 




  





  











  








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


 


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


 


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


 


 



	
Geokinetics Inc.

	  	
Employee


	  	  	  
	  	  	  
	  	  	  
	
/s/ Richard F. Miles

	  	
/s/ Lee Parker


	
Richard F. Miles

	  	
Lee Parker


	
President & CEO

	  	
Executive Vice President Operations


	
Geokinetics Inc.

	  	  
	  	  	  
	
This 22nd day of March, 2010

	  	
This 22nd day of March, 2010







 




  





  











  








 


Exhibit A







To the Employment Agreement Between Geokinetics Inc. & Lee Parker







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













	
Name:

	 	
Lee Parker


	 	 	 
	
Position:

	 	
Executive Vice President Operations


	 	 	 
	
Monthly Base Salary:

	 	
Employee’s monthly base salary shall be $23,750.00 USD per month, which amounts to $285,000.00 USD on an annual basis.  This salary will be reviewed annually.


	  	 	  
	
Incentive Compensation Plan:

	 	
Employee will be eligible to participate in a discretionary bonus plan with a target of ($188,100.00 USD / 66% of your base salary).  This will be paid in accordance with the Company’s Total Compensation Program.  Employee must be employed by the Company at the time of payment in order to receive the annual bonus.


	 	 	 
	
Equity Plan Participation

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


	 	 	 
	
Severance Pay Period

	 	
12 months


	 	 	 
	
Severance - Equity

	 	
If the employee is severed for any reason within three (3) years from the effective date of this Employment Agreement, the restricted stock awarded on July 29, 2009 will immediately vest.


	 	 	 
	
Non-Competition Period

	 	
12 months from last day of employment


	 	 	 
	
Change of Control

	 	
If the Change of Control results in a reduced salary or job function, the employee will have the right to resign from the Company within six (6) months of the Change of Control and receive the severance as outlined above.


	 	 	 
	
Change of Control - Equity

	 	
In the event of a Change of Control, the employee shall automatically vest in 50% of the outstanding, unvested equity from each vesting period.  In addition, if the Change of Control results in a reduced job function, the Employee shall automatically vest in the remaining 50% of the outstanding, unvested equity from each vesting period (thereby resulting in 100% vesting in outstanding, unvested equity).


	 	 	 
	
Geographic Region and Scope of Activity Non-Competition Obligations

	 	
Due to the Executive’s contact with confidential affairs of the Company, including business matters, costs, profits, markets, sales, trade secrets, ideas, customers, this provision is in effect globally.













	
Geokinetics Inc.

	  	
Employee


	  	  	  	  
	  	  	  	  
	
/s/ Richard F. Miles

	  	/s/ Lee Parker
	
Richard F. Miles

	  	
Name:

	
Lee Parker


	
President & CEO

	  	
Title:

	
Executive Vice President Operations


	
Geokinetics Inc.

	  	Geokinetics Inc.
	  	  	  	  
	
This 22nd day of  March, 2010

	  	This 22nd day of March, 2010