_







Exhibit 10.2



SECOND AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


AGREEMENT made and entered into as of
December 15, 2004, first amended and restated as of March 22, 2005 and secondly
amended and restated October 19, 2005, by and between SEITEL INC., a
Delaware corporation (together with its successors and assigns, the "Company"),
and Robert D. Monson (the "Executive").


W I T N E S S E T H


WHEREAS, the Company desires to employ
the Executive and to enter into an agreement embodying the terms of such
employment (this "Agreement") and the Executive desires to enter into this
Agreement and to accept such employment, subject to the terms and provisions of
this Agreement;


NOW, THEREFORE, in consideration of the
premises and mutual covenants contained herein and for other good and valuable
consideration, the receipt of which is mutually acknowledged, the Company and
the Executive (individually a "Party" and together the "Parties") agree as
follows:

	
    1.
	
    
    Definitions.

     

	
     
	
    (a)
	
    
    "Affiliate" of a specified person or entity shall mean a person or entity
    that, directly or indirectly, controls, is controlled by, or is under common
    control with, the person or entity specified.  For the purposes of the
    term "Affiliate," control with respect to a Person, means the possession,
    directly or indirectly, of the power to (i) vote 10% or more of
the securities having ordinary voting power for the election of directors (or
comparable positions of such Person) or (ii) direct or cause the direction of the
management and policies of such Person, whether through voting of securities,
by contract, or otherwise, and the terms controlling and controlled have
meanings correlative to the foregoing.

     

	
     
	
    (b)
	
    "Base Salary" shall mean the
    annualized salary provided for in Section 4 below.

     

	
     
	
    (c)
	
    "Beneficial Owner" shall have the
    meaning ascribed to such term in Rule 13d-3 under the Securities Exchange
    Act of 1934 and any successor to such Rule.

     

	
     
	
    (d)
	
    "Board" shall mean the Board of
    Directors of the Company.

     

	
     
	
    (e)
	
     "Cause" shall mean:

     

	
     
	
     
	
    (i)
	
    willful misconduct or gross
    negligence by the Executive in the performance of his duties under this
    Agreement; 

     

	
     
	
     
	
    (ii)
	
    breach of a this Agreement by the
    Executive, which, if curable, is not substantially cured to the satisfaction
    of the Company determined by the Company in its sole discretion within ten
    (10) days after Executive's receipt of written notice from the Company of
    such breach;

     

	
     
	
     
	
    (iii)
	
    failure by the Executive to
    perform his duties, if not cured to the satisfaction of the Company
    determined by the Company within ten (10) days after Executive's receipt of
    written notice from the Company of such breach, other than a failure
    resulting from Executive's incapacity due to Disability;

     

	
     
	
     
	
    (iv)
	
    a material violation by the
    Executive of the Company's Code of Business Conduct or the Company's
    policies or procedures; or

     

	
     
	
     
	
    (v)
	
    conviction of the Executive of,
    or a plea of nolo contrendere to, a
felony, or his engagement in fraud or other willful misconduct which is
injurious to the business or reputation of the Company.

     

	
     
	
    (f)
	
     "Change in Control." 
    A "Change in Control" shall be deemed to have occurred if: 

     

	
     
	
     
	
    (i)
	
    any Person
    (other than the Company, any trustee or other fiduciary holding securities
    under any employee benefit plan of the Company, or any company owned,
    directly or indirectly, by the stockholders of the Company immediately prior
    to the occurrence with respect to which the evaluation is being made in
    substantially the same proportions as their ownership of the common stock of
    the Company) acquires securities of the Company and immediately thereafter
    is the Beneficial Owner (except that a Person shall be deemed to be the
    Beneficial Owner of all shares that any such Person has the right to acquire
    pursuant to any agreement or arrangement or upon exercise of conversion
    rights, warrants or options or otherwise, without regard to the sixty
    (60)-day period referred to in Rule 13d-3 under the Exchange Act), directly
    or indirectly, of securities of the Company representing 50% or more of the
    combined voting power of the Company's then outstanding securities (except
    that an acquisition of original issue securities directly from the Company
    shall not be deemed an acquisition for purposes of this clause (i));

     

	
     
	
     
	
    (ii)
	
    during any period of two
    consecutive years, individuals who at the beginning of such period
    constitute the Board, and any new director (other than a director designated
    by a person who has entered into an agreement with the Company to effect a
    transaction described in clause (i), (iii), or (iv) of this
paragraph) whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two thirds of the
directors then still in office who either were directors at the beginning of
the two-year period or whose election or nomination for election was previously
so approved but excluding for this purpose any such new director whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of an individual, corporation,
partnership, group, associate or other entity or Person other than the Board,
cease for any reason to constitute at least a majority of the Board; 

     

	
     
	
     
	
    (iii)
	
    the
    consummation of a merger or consolidation of the Company with any other
    entity, other than (i) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving or resulting entity) more than 50% of the combined voting power of
the surviving or resulting entity outstanding immediately after such merger or
consolidation or (ii) a merger or consolidation
in which no premium is intended to be paid to any shareholder participating in
the merger or consolidation;

     

	
     
	
     
	
    (iv)
	
    the
    stockholders of the Company approve a plan or agreement for the sale or
    disposition of all or substantially all of the consolidated assets of the
    Company (other than such a sale or disposition immediately after which such
    assets will be owned directly or indirectly by the stockholders of the
    Company, in substantially the same proportions as their ownership of the
    common stock of the Company immediately prior to such sale or disposition)
    in which case the Board shall determine the effective date of the Change in
    Control resulting therefrom; or

     

	
     
	
     
	
    (v)
	
    any other event occurs which the
    Board determines, in its discretion, would materially alter the structure of
    the Company or its ownership.

     

	
     
	
    (g)
	
     "Commencement Date" shall
    mean December 15, 2004.

     

	
     
	
    (h)
	
    "Date of Termination" shall mean:

     

	
     
	
     
	
    (i)
	
    if the Executive's employment is
    terminated by the Company, the date the Company informs the Executive that
    his employment is so terminated;

     

	
     
	
     
	
    (ii)
	
    if the Executive voluntarily
    resigns his employment, the date the Company receives notice from the
    Executive that Executive is terminating his employment;

     

	
     
	
     
	
    (iii)
	
    if the Executive's employment is
    terminated by reason of death, the date of death; or

     

	
     
	
     
	
    (iv)
	
    if the Executive's employment is
    terminated for any reason (voluntarily or involuntarily) after a Change in
    Control other than for Cause, the applicable of the date the Company informs
    the Executive he is terminated or the date the Executive provides notice to
    the Company of his termination.

     

	
     
	
    (i)
	
    "Disability" shall mean the
    Executive's inability, due to physical or mental incapacity, to
    substantially perform his duties and responsibilities for a period of ninety
    (90) days during any twelve-month period as determined by the Company. 
    The Executive agrees to submit to any examination that is necessary for a
    determination of Disability and agrees to provide any information necessary
    for a determination of Disability, including any information that is
    protected by the Health Insurance Portability and Accountability Act.

     

	
     
	
    (j)
	
    "Good
    Reason" shall mean the occurrence of any of the following during the Term
    without the Executive's consent: 

     

	
     
	
     
	
    (i)
	
    a material diminution in the
    Executive's title and duties as normally-associated with the position of CEO
    and President of the Company;

     

	
     
	
     
	
    (ii)
	
    a reduction in the Executive's
    Base Salary; 

     

	
     
	
     
	
    (iii)
	
    a change in reporting structure
    so that the Executive  reports to someone other than Board; or

     

	
     
	
     
	
    (iv)
	
    the relocation of the Executive's
    principal place of employment to a location more than fifty (50) miles from
    his principal place of employment with the Company on the Commencement Date.

     

	
     
	
     
	
    Anything herein to the contrary notwithstanding, the Executive
shall not be entitled to resign for Good Reason unless the Executive gives the
Company written notice of the event constituting "Good Reason" within 60 days
of the occurrence of such event and the Company fails to cure such event within
30 days after receipt of such notice.

     

	
     
	
    (k)
	
    "Initial Term" shall mean the
    period beginning on the Commencement Date and ending at the close of
    business on the day before the second anniversary of the Commencement Date.

     

	
     
	
    (l)
	
    "Person" shall have the meaning
    ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of
    1934 and used in Sections 13(d) and 14(d) thereof, and shall include a
    "group" as defined in Section 13(d) thereof.

     

	
     
	
    (m)
	
    "Term" shall have the meaning
    ascribed to such term in Section 2 below.

     

	
    2.
	
    Term of
    Employment.

     

	
    
    The term of the Executive's employment hereunder shall begin on the
    Commencement Date and end at the close of business on the day before the
    second anniversary of the Commencement Date (the "Initial Term"); provided,
    however, that the Initial Term shall thereafter be automatically extended
    for additional one-year periods (the Initial Term and any one-year extension
    of employment hereunder shall each be referred to as the "Term")
    unless either the Company or the Executive gives the other written notice at
    least thirty (30) days prior to the then-scheduled expiration of the Team
    that such Party is electing not to so extend the Term. Notwithstanding the
    foregoing, the Term shall end on the date on which the Executive's
    employment is terminated by either Party in accordance with the provisions
    herein.  The period from the Commencement Date through the Date of
    Termination shall be the "Employment Period."

     

	
    3.
	
    Position;
    Duties and Responsibilities.

     

	
    During the Term, the Executive shall be
employed as the Chief Executive Officer ("CEO") and President of the Company
and shall perform other duties and responsibilities as reasonably determined by
the Board consistent with the duties and responsibilities normally associated
with such position in the Company. The Executive, in carrying out his duties
under this Agreement, shall report to the Board.  The Executive shall devote
all of his business time, energy and best efforts to the business and affairs
of the Company. Anything herein to the contrary notwithstanding, nothing shall
preclude the Executive from (i) subject to the reasonable approval of the
Board, serving on the boards of directors of trade associations and/or
charitable organizations, (ii) engaging in charitable activities and community
affairs and (iii) managing his personal investments and affairs, provided that
the activities described in the preceding clauses (i) through (iii) do not
interfere with the proper performance of his duties and responsibilities for
the Company or violate any term of this Agreement, including but not limited
to, Section 10.

     

	
    4.
	
    Base
    Salary.

     

	
    During the Term, the Executive shall be paid
an annualized Base Salary of $400,000 payable in accordance with the regular
payroll practices of the Company. During the Term, the Base Salary may be
increased, but not decreased, from time to time by the Board or its
Compensation Committee. The Executive shall not be entitled to any compensation
for service as a member of the Board or for service as an officer or member of
any board of directors of any Affiliate.

     

	
    5.
	
    Bonus.

     

	
    Beginning in calendar year 2005, the "Cash Bonus" for
Executive shall be determined under the annual incentive plan or program of the
Company and subject to the goals, terms and conditions of such plan or program
as determined by the Board or Compensation Committee of the Board (the
"Compensation Committee") in its sole discretion on a calendar year basis
during the Term. During the Initial Term, Executive will be eligible to receive
up to 180% of his Base Salary amount as a Cash Bonus. The Cash Bonus will be payable
when bonuses are paid under Company policies and procedures or as determined by
the Board or Compensation Committee.

     

	
    6.
	
    Stock
    Options and Other Equity Compensation.

     

	

Beginning in calendar year 2004, Executive
shall receive in each calendar year an award of stock options or other
equity-based compensation under the Company's 2004 Stock Option Plan, or any
successor thereto (the "Plan") in an amount equal to 90% of his Base Salary
(the "Guaranteed Equity-Based Award").  In addition, but only for calendar year
2004, Executive shall receive an award of 324,000 shares of restricted stock
(the "2004 Additional Equity-Based Award").  Beginning in calendar year 2005,
if Executive meets the goals, terms and conditions to receive a Cash Bonus, he
shall receive an additional award of stock options or other equity-based awards
for such calendar year under the Plan in an amount equal to 90% of the Cash
Bonus.

     


On the date the Plan is effective and approved
by shareholders of the Company, or as soon as possible thereafter, the Company
shall grant Executive 1,000,000 shares of Company common stock as restricted
stock under the Plan (the "Restricted Stock Grant") which shall vest as to
33.3% of such shares one year from date of grant and an additional 33.3% of
such shares two years from date of grant, and Executive shall be 100% vested in
such shares three years from the date of grant.  The Restricted Stock Grant
shall be subject to the terms and conditions of the Plan and the agreement for
the Restricted Stock Grant.  360,000 shares of the Restricted Stock Grant shall
be deemed Executive's 2004 Guaranteed Equity-Based Award (valued at $360,000
for purposes of this Agreement), 324,000 shares of the Restricted Stock Grant
shall be deemed Executive's 2004 Additional Equity-Based Award (valued at
$324,000 for purposes of this agreement), and the remaining 316,000 shares
(valued at $316,000 for purposes of this Agreement) shall be deemed a
prepayment of Executive's 2005 Guaranteed Equity-Based Award.  This prepaid
amount shall be subtracted from the Executive's 2005 Guaranteed Equity-Based
Award calculated as described in the first paragraph of this Section 6.

     

    
	
    7.
	
    Employee Benefit Programs.

     

	
    During the Term, the Executive shall be
entitled to participate in all employee savings and welfare benefit plans and
other employee programs made available to the Company's senior-level
executives, as such plans or programs may be amended and as may be in effect
from time to time, including, without limitation, savings and other retirement
plans or programs, medical, dental, hospitalization, short-term and long-term
disability and life insurance plans, accidental death and dismemberment
protection, travel accident insurance, and any deferred compensation plans or
programs, provided that Executive's eligibility and participation shall be
subject to and governed by the terms and conditions of the applicable plan or
program.  Notwithstanding the foregoing, nothing contained herein shall require
the Company to establish any particular employee benefit plan or program.

     

	
    8.
	
    
    Reimbursement of Business and Other Expenses; Perquisites; Vacation.

     

	
     
	
    (a)
	
    During the Term,
    the Executive is authorized to incur reasonable and necessary business
    expenses in carrying out his duties and responsibilities under this
    Agreement and the Company shall promptly reimburse him for such expenses
    incurred in connection with carrying out the business of the Company,
    subject to documentation in accordance with the Company's policy.

     

	
     
	
    (b)
	
    The Executive shall be entitled
    to four (4) weeks paid vacation per year.

     

	
    9.
	
    Benefits
    Upon Termination of Employment.

     

	
     
	
    (a)
	
    
    Termination Without Cause by the Company or Resignation for Good Reason
    prior to a Change in Control.

     

    In the event the
Executive's employment is terminated without Cause by the Company (other than
upon death or Disability) or the Executive resigns for Good Reason prior to a
Change in Control, the Executive shall be entitled to the following:

     

	
     
	
     
	
    (i)
	
    Base Salary earned and payable
    through the Date of Termination;

     

	
     
	
     
	
    (ii)
	
    any unpaid Cash Bonus earned and
    accrued with respect to any year preceding the Date of Termination and
    payable when bonuses for such year are paid to other Company executives
    subject to the terms or requirements of such bonus as may be established by
    the Board or Compensation Committee; 

     

	
     
	
     
	
    (iii)
	
    an amount equal to two times the
    Executive's annual Base Salary plus 90% of Base Salary (for a total of 3.8
    times Base Salary), as in effect on the Date of Termination, to be paid in a
    lump sum as soon as administratively feasible after the Date of Termination
    but in no event later than two and one-half months after the Date of
    Termination;

     

	
     
	
     
	
    (iv)
	
    outstanding stock option, equity
    and performance awards shall be vested and exercised in accordance with the
    applicable plan and award agreements;

     

	
     
	
     
	
    (v)
	
    continued participation for
    twelve (12) months by the Executive and his eligible dependents in the
    Company's group medical and dental benefits plan in which he and his
    eligible dependents were participating immediately prior to the Date of
    Termination, subject to the terms and conditions of the plans as such plans
    are amended from time to time.  The Executive shall be required to
    continue to pay the employee-paid portion of such coverage during the period
    of coverage.  Upon the earlier of twelve (12) months coverage or the date
the Executive becomes eligible for medical coverage under a subsequent
employer's plan, this coverage under the Company's plan shall cease and the
Executive and his dependents, if applicable, may elect group continuation
coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended ("COBRA");

     

	
     
	
     
	
    (vi)
	
    any amounts earned, accrued or
    owing to the Executive but not yet paid under Section 8; and

     

	
     
	
     
	
    (vii)
	
    except as provided in 9(h) below,
    any payment and benefit in accordance with the applicable plans and programs
    of the Company.

     

	
     
	
    (b)
	
    Termination upon Death. 

     

    In the event the Executive's employment is terminated upon
death, the Executive (or his estate or legal representative, as the case may
be) shall be entitled to:

     

	
     
	
     
	
    (i)
	
    Base Salary through the Date of
    Termination;

     

	
     
	
     
	
    (ii)
	
    any unpaid Cash Bonus earned and
    accrued with respect to any year preceding the Date of Termination and
    payable when bonuses for such year are paid to other Company executives
    subject to the terms and requirements of such bonus as may be established by
    the Board or Compensation Committee;

     

	
     
	
     
	
    (iii)
	
    outstanding stock options, equity
    and performance awards shall be vested and exercised in accordance with the
    applicable plan and award agreements;

     

	
     
	
     
	
    (iv)
	
    any amounts earned, accrued or
    owing to the Executive but not yet paid under Section 8 above; and

     

	
     
	
     
	
    (v)
	
    any other payment and benefit in
    accordance with applicable plans or programs of the Company.

     

	
     
	
    (c)
	
    
    Termination Upon Disability.  

     

    In the event Executive is terminated on account of Disability,
the Executive (or his estate or legal representative) shall be entitled to:

     

	
     
	
     
	
    (i)
	
    an amount equal to the Base
    Salary and the Cash Bonus amount that would have been payable through the earlier of the end of the Term or one year
from the Date of Termination reduced by any disability insurance payments
payable to Executive from any policy, plan or program sponsored by the Company
or its Affiliates to be paid in a lump sum as soon as administratively feasible
after the Date of Termination but in no event later than two and one-half
months after the Date of Termination;

     

	
     
	
     
	
    (ii)
	
    any unpaid Cash Bonus earned and
    accrued with respect to any year preceding the Date of Termination and
    payable when bonuses for such year are paid to other Company executives
    subject to the terms and requirements of such bonus as may be established by
    the Board or Compensation Committee;

     

	
     
	
     
	
    (iii)
	
    outstanding stock options, equity
    and performance awards shall be vested and exercised in accordance with the
    applicable plan and award agreements; 

     

	
     
	
     
	
    (iv)
	
    any amounts earned, accrued or
    owing to the Executive but not yet paid under Section 8 above; and

     

	
     
	
     
	
    (v)
	
    except as provided in 9(h) below,
    any other payment and benefit in accordance with applicable plans or
    programs of the Company.

     

	
     
	
    (d)
	
    Termination by the Company for
    Cause or a Voluntary Resignation by the Executive. 

     

    In the event the Company terminates the Executive's employment
for Cause or the Executive voluntarily resigns, the Executive shall be entitled
to:

     

	
     
	
     
	
    (i)
	
    Base Salary through the Date of
    Termination;

     

	
     
	
     
	
    (ii)
	
    outstanding stock options, equity
    and performance awards shall be vested and exercised in accordance with the
    applicable plan and award agreements; 

     

	
     
	
     
	
    (iii)
	
    any amounts earned, accrued or
    owing to the Executive but not yet paid under Section 8 above; and

     

	
     
	
     
	
    (iv)
	
    any other payment and benefit in
    accordance with the applicable plans or programs of the Company.

     

	
     
	
    (e)
	
    
    Termination as a Result of an Election by Company Not to Extend the Term.
    

     

    In the event the Company elects not to extend the Term
pursuant to Section 2 hereof, and the Executive continues to be employed with
the Company to the end of the Term, at the end of the Term the Executive shall
be entitled to:

     

	
     
	
     
	
    (i)
	
    Base Salary through the Date of
    Termination;

     

	
     
	
     
	
    (ii)
	
    any unpaid Cash Bonus earned and
    accrued with respect to any year preceding the Date of Termination and
    payable when bonuses for such year are paid to other Company executives
    subject to the terms and requirements of such bonus as may be established by
    the Board or Compensation Committee;

     

	
     
	
     
	
    (iii)
	
    outstanding stock options, equity
    and performance awards shall be vested and exercisable in accordance with
    the applicable plan and award agreement; 

     

	
     
	
     
	
    (iv)
	
    continued participation for
    twelve (12) months by the Executive and his eligible dependents in the
    Company's medical plan in which he and his eligible dependents were
    participating immediately prior to the Date of Termination, pursuant to the
    plan's terms as may be amended from time to time.  Executive shall be
    responsible for the payment of the employee-paid portion of any premiums for
    such coverage.  Upon the earlier of the end of the
twelve-month period or the date upon which the Executive is eligible for other
medical coverage with subsequent employer, this coverage shall cease and
Executive or his dependents may elect COBRA continuation coverage in accordance
with COBRA;

     

	
     
	
     
	
    (v)
	
    any amounts earned, accrued or
    owing to the Executive but not yet paid under Section 8 above;

     

	
     
	
     
	
    (vi)
	
    except as provided in 9(h) below,
    any payment and benefit in accordance with the applicable plans or programs
    of the Company; and

     

	
     
	
     
	
    (vii)
	
    a severance payment equal to one
    and nine tenths (1.9) times the Executive's annual Base Salary, as in effect
    on the Date of Termination, to be paid in a lump sum as soon as
    administratively feasible after the Date of Termination but in no event
    later than two and one-half months after the Date of Termination.

     

	
     
	
    (f)
	
    
    Termination After a Change in Control.  In the event Executive's
    employment  is terminated, without Cause, voluntarily or involuntarily
    after a Change in Control, the Executive shall be entitled to do the
    following:

     

	
     
	
     
	
    (i)
	
    Base Salary earned and payable
    through the Date of Termination;

     

	
     
	
     
	
    (ii)
	
    any unpaid Cash Bonus earned and
    accrued with respect to any year preceding the Date of Termination and
    payable when bonuses for such year are paid to other Company executives
    subject to the terms and requirements of such bonus as may be established by
    the Board or Compensation Committee; 

     

	
     
	
     
	
    (iii)
	
    an amount equal to three times
    the Base Salary plus 90% of Base Salary (for a total of 5.7 times Base
    Salary), as in effect on the Date of Termination, to be paid in a lump sum
    as soon as administratively feasible after Executive's Date of Termination
    but in no event later than two and one-half months after the Date of
    Termination;

     

	
     
	
     
	
    (iv)
	
    outstanding stock options, equity
    and performance awards shall be vested and exercised in accordance with the
    terms of the applicable plan and award agreements;

     

	
     
	
     
	
    (v)
	
    continued participation for
    twelve (12) months by the Executive and his eligible dependents in the
    Company's group medical and dental plan in which he and his eligible
    dependents were participating immediately prior to the Date of Termination,
    subject to the terms and conditions of the plans as such plans are amended
    from time to time.  The Executive shall be required to continue to pay
    the employee-paid portion of such coverage.  Upon the earlier of the
expiration of twelve (12) months or the date the Executive becomes eligible for
medical benefits with a subsequent employer, this coverage shall cease, and the
Executive and his dependents, if applicable, may elect group continuation
coverage under COBRA;

     

	
     
	
     
	
    (vi)
	
    any amounts earned, accrued or
    owing to the Executive but not yet paid under Section 8; and

     

	
     
	
     
	
    (vii)
	
    Except as provided in 9(h) below,
    any payment and benefit in accordance with the applicable plans and programs
    of the Company.

     

	
     
	
    (g)
	
    If any amount is payable to
    Executive under any one subsection of Section 9(a) though (f), no amounts
    shall be payable under any other subsection of this Section 9; for example,
    if any amount is payable to Executive under Section 9(f), no amounts shall
    be payable pursuant to Sections 9(a) - (e).

     

	
     
	
    (h)
	
    
    Exclusivity of Benefits; Release of Claims. 

     

    Any payments provided pursuant to Section 9(a), (c), (e)
or (f) shall be in lieu of any salary continuation arrangements or any
other severance-type payments under any other severance program of the Company
or its Affiliates.  In order to be
entitled to the payments, rights and other entitlements in Section 9(a),
(c), (e), (f) OR (k), the Executive
shall be required to execute and deliver a general release of claims against
the Company and its Affiliates and their officers, directors and employees and
their successors and assigns including, but not limited to, any claims under
the Age Discrimination Act, in the form and subject to such terms as provided
to him by the Company and Executive must execute the release and not revoke
such general release within the applicable time periods therein.

     

	
     
	
    (i)
	
    No Mitigation.  

     

    Executive shall not be required to mitigate the amount of any
payment provided for under this Agreement by seeking other employment and there
shall be no offset against amounts due to him on account of any remuneration or
benefits provided by any subsequent employment he may obtain, except as
expressly provided herein with respect to eligibility for medical benefits with
a subsequent employer.

     

	
     
	
    (j)
	
    Resignation. 

     

    Notwithstanding any other provision of this Agreement, upon
the termination of the Executive's employment for any reason, unless otherwise
requested by the Board, he shall immediately resign from the Board, from all
boards of directors of any Affiliate of the Company of which he may be a
member, and as a trustee of, or fiduciary to, any employee benefit plans of the
Company or any Affiliate. The Executive hereby agrees to execute any and all
documentation of such resignations upon request by the Company, but he shall be
treated for all purposes as having so resigned upon termination of his
employment, regardless of when or whether he executes any such documentation.

     

	
     
	
    (k)
	
    
    Requirement of Additional Payment in Certain Circumstances.

     

	
     
	
     
	
    (i)
	
    In the event that Executive is
    deemed to have received an Aexcess parachute payment@ (as defined in Section
280G(b) of the Internal Revenue Code of 1986, as amended (the "Code") which is
subject to the excise taxes (the AExcise
Taxes@) imposed by
Section 4999 of the Code in respect of any payment pursuant to this Agreement
or any other agreement, plan, instrument or obligation, in whatever form
arising from or in connection with Executive's employment with the Company or a
Change in Control, the Company shall make the Additional Payment (defined
below) to Executive notwithstanding any contrary provision in this Agreement or
any other agreement, plan, instrument or obligation.

     

	
     
	
     
	
    (ii)
	
    The term AAdditional
Payment@ means a cash
payment in an amount equal to the sum of (i) all Excise Taxes payable by
Executive, plus (ii) all additional Excise Taxes and federal or state income
taxes to the extent such taxes are imposed in respect of the Additional
Payment, such that Executive shall be in the same after-tax position and shall
have received the same benefits that he would have received if the Excise Taxes
had not been imposed.  For purposes of calculating any income taxes
attributable to the Additional Payment, Executive shall be deemed for all
purposes to be paying income taxes at the highest marginal federal income tax
rate, taking into account any applicable surtaxes and other generally
applicable taxes which have the effect of increasing the marginal federal
income tax rate and, if applicable, at the highest marginal state income tax
rate, to which the Additional Payment and Executive are subject.  An example of
the calculation of the Additional Payment is set forth as follows: Assume that
the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40%
and Executive is not subject to state income taxes.  Further assume that
Executive has received an excess parachute payment in the amount of $200,000,
on which $40,000 ($200,000 x 20%) in Excise Taxes are payable.  The amount of
the required Additional Payment is thus computed to be $100,000, i.e.,
the Additional Payment of $100,000, less additional Excise Taxes on the
Additional Payment of $20,000 (i.e., 20% x $100,000) and income taxes
of $40,000 (i.e., 40% x $100,000), yields $40,000, the amount of the Excise
Taxes payable in respect of the original excess parachute payment.

     

	
     
	
     
	
    (iii)
	
    Executive agrees to cooperate
    with the Company to minimize the amount of the excess parachute payments,
    including, without limitation, assisting the Company in establishing that
    some or all of the payments received by Executive that are Acontingent
on a change@, as
described in Section 280G(b)(2)(A)(i) of the Code, are reasonable compensation
for personal services actually rendered by Executive before the date of such
change or to be rendered by Executive on or after the date of such change.  In
the event that the Company is able to establish that the amount of the excess
parachute payments is less than originally anticipated by Executive, Executive
shall refund to the Company any excess Additional Payment to the extent not
required to pay Excise Taxes or income taxes (including those incurred in
respect of receipt of the Additional Payment).  

     

	
     
	
     
	
    (iv)
	
    The Company shall make any
    payment required to be made under this Section 9(k) in a cash lump sum
    within sixty (60) days after it is determined by the Company with advice
    from its tax advisor that the Executive has received an excess parachute
    payment that would be subject to Excise Taxes under Code Section 4999.

     

	
     
	
     
	
    (v)
	
    In the event that there is any
    change to the Code which results in the recodification of Section 280G or Section 4999 of the Code, or in the event
that either such section of the Code is amended, replaced or supplemented by
other provisions of the Code of similar import (ASuccessor
Provisions@), then
this Agreement shall be applied and enforced with respect to such new Code
provisions in a manner consistent with the intent of the parties as expressed
herein, which is to assure that Executive is in the same after-tax position and
has received the same benefits that he would have been in and received if any
taxes imposed by Section 4999 (or any Successor Provisions) had not been
imposed.

     

	
    10.
	
    
    Confidentiality, Assignment of Rights, Non-Competition and Non-Solicitation.

     

	
     
	
    (a)
	
    Confidentiality

     

	
     
	
     
	
    (i)
	
    Concurrent herewith and during
    the Employment Period, the Executive will create, receive and/or have access
    to trade secrets or proprietary or confidential information of the Company
    and its Affiliates consisting of written, oral, and visual material
    including, but not limited to, client lists, corporation and personal
    business contacts and relationships, corporation and personal business
    opportunities, memoranda, computer disks or files, rolodex cards or other
    lists of names, addresses or telephone numbers, financial information,
    projects, prospects, potential projects and prospects (including ideas and
    concepts for potential prospects) projects and prospects in development,
    business strategies, contracts, releases, and other documents, materials or
    writings that belong to the Company or its Affiliates including those which
    are prepared or created by Executive or come into the possession of
    Executive by any means or manner and which relate directly or indirectly to
    one or more of the parties which compromise Company or its Affiliates or any
    of them (all of the above collectively referred to herein as the
    "Confidential Information" or "Trade Secrets").

     

	
     
	
     
	
    (ii)
	
    The Confidential Information is,
    and at all times shall be and remain, private and confidential and the sole
    and exclusive property of, and owned and controlled by, the Company
    regardless whether said Confidential Information is in tangible or
    intangible form.

     

	
     
	
     
	
    (iii)
	
    Except to the extent required in
    connection with the performance of his duties for the conduction of the
    business of the Company, Executive shall not make copies of any Confidential
    Information, nor shall Executive remove any such Confidential Information
    from Company's office location without the prior express written consent of
    Company.  Any and all Confidential Information and any and all other
    property of Company that is in the possession or control of Executive shall
    be returned to Company forthwith upon the termination of Executive's
    employment by Company.

     

	
     
	
     
	
    (iv)
	
    Executive shall not, directly or
    indirectly, verbally or otherwise, either during the Employment Period or
    after the Employment Period, provide any person, firm or entity with any of
    the Confidential Information or cause, or permit, the same to be published,
    disseminated or disclosed (herein collectively "Disclosure") to any person,
    firm or entity whatsoever including, but not limited to, Company's business
    associates or competitors (herein collectively "Third Parties") and shall
    take any and all action possible to present such Disclosure to any Third
    Parties except for the sole purpose to conduct the Company's business.

     

	
     
	
     
	
    (v)
	
    Except as authorized by the
    foregoing for the conduction of the Company's business, Executive is aware
    that any Disclosure of Confidential Information by Executive to Third
    Parties will be, and is, a breach of Executive's employment, a breach of
    trust and confidence, a breach of fiduciary duty, invasion of privacy, a
    misappropriation of Company's trade secrets and/or exclusive property
    rights, and may constitute fraud and deceit.

     

	
     
	
     
	
    (vi)
	
    Except as authorized by the
    foregoing for the conduction of the Company's business, Executive is aware
    that Disclosure of any of the Confidential Information to Third Parties
    could cause Company to suffer major adverse economic consequences due to the
    fact that such disclosure could result in (a) the diversion of Company's
    business opportunities, and (b) the dilution or diminution in value of
    Company's business opportunities and (c) other adverse consequences in
    addition to those set forth above.

     

	
     
	
     
	
    (vii)
	
    In the event that Executive is
    compelled by subpoena or other similar compulsory means to testify or
    provide evidence in a manner that constitutes engaging in a prohibited
    Disclosure of Confidential Information, it shall be presumed that no
    violation of this Agreement has occurred with respect to that compulsory
    prohibited Disclosure if, immediately upon first learning that such
    prohibited Disclosure may be compelled, Executive notifies Company of all
    facts relative thereto and makes every effort to assert Company's trade
    secret privilege and all other privileges and rights of Company to keep the
    Confidential Information, including the prohibited Disclosure, secret and
    confidential.  However, under no circumstances shall Executive
    volunteer to engage in any such prohibited communication or Disclosure.

     

	
     
	
     
	
    (viii)
	
    The Executive hereby sells,
    assigns and transfers to the Company all of his right, title and interest in
    and to all inventions, discoveries, improvements and copyrightable subject
    matter (the "rights") which during the course of his employment are made or
    conceived by him, alone or with others, and which are within or arise out of
    any general field of the Company's business or arise out of any work he
    performs, or information he receives regarding the business of the Company,
    while employed by the Company. The Executive shall fully disclose to the
    Company as promptly as available all information known or possessed by him
    concerning the rights referred to in the preceding sentence, and upon
    request by the Company and without any further remuneration in any form to
    him by the Company, but at the expense of the Company, execute all
    applications for patents and for copyright registration, assignments thereof
    and other instruments and do all things which the Company may deem necessary
    to vest and maintain in it the entire right, title and interest in and to
    all such rights.

     

	
     
	
    (b)
	
    Non-Competition.

     

	
     
	
     
	
    (i)
	
    Executive acknowledges that he is
    currently an employee of the Company and Executive agrees in consideration
    of (x) Executive's employment as the CEO and President of the Company and the Executive's receipt of, access to
and exposure to Confidential Information or Trade Secrets herewith and (y) during the Employment Period the receipt of, access to and exposure to Confidential
Information or Trade Secrets and the Company's provision of specialized
training that during the Employment Period and for a period of one year
following Executive's Date of Termination with Company for any reason,
Executive shall not (1) compete or engage in any business, directly or indirectly,
with Company or its Affiliates in the seismic or similar business of the
Company or of its Affiliates in any geographical area where the Company or its
Affiliates have or solicited any business or at any time during the two (2)
years had any business preceding Date of Termination (the "Area of No-Compete")
as an individual, owner, investor, partner, shareholder, director, officer,
principal, agent, employee, trustee, consultant, or in any relationship or
capacity, (2) without limiting the foregoing, solicit or negotiate, or manage,
supervise or direct others in the solicitation or negotiation of, any contract
or agreement that constitutes or would constitute engaging in competition with
the seismic business in the portions of  the Area of No-Compete, or (3)
solicit, take away, attempt to solicit or take away, or do any act the
foreseeable consequences of which would lead to the solicitation or taking away
of any marketing prospects, projects or customers of Company's business in the
Area of No-Compete.

     

	
     
	
     
	
    (ii)
	
     For a period of one year
    following the Executive's Date of Termination with Company for any reason,
    Executive shall not, directly or indirectly, solicit for employment, employ
    or be in business in any form with, directly or indirectly, in the seismic
    or business of the Company, any employee (i)
employed by Company or Affiliates or who was so employed within the two-year
period immediately prior to such termination, or (ii) knowingly solicit or
encourage any employee to leave the employ of the Company or its Affiliates.

     

	
     
	
     
	
    (iii)
	
    The Executive agrees that for a
    period of one year following Date of Termination he will not solicit or
    encourage any customer of the Company or any of its Affiliates to reduce or
    cease its business with the Company or any such Affiliate or otherwise
    knowingly interfere with the relationship of the Company or any Affiliate
    with its customers.

     

	
     
	
    (c)
	
    Additional Covenants and
    Acknowledgments.

     

	
     
	
     
	
    (i)
	
    Executive hereby specifically
    acknowledges and agrees that the temporal, geographical and other
    restrictions contained in this Section 10 are reasonable and necessary to
    protect the Company's legitimate business interests, including but not
    limited to, the business, goodwill, Confidential Information or Trade
    Secrets and prospects of Company.

     

	
     
	
     
	
    (ii)
	
    Executive specifically agrees
    that the actual or threatened breach by Executive of the provisions in
    Section 10 of this Agreement will cause irreparable harm to Company causing
    damages and injuries that are not measurable or susceptible to calculation. 
    In the event of any breach or threatened breach of this Section 10 by the
    Executive, the Company shall be entitled to extraordinary or emergency
    relief, including, but not limited to, obtaining an ex
parte restraining order, preliminary injunction and permanent injunction
and to recover the Company's attorney's fees, costs and expenses related to
Executive's breach or threatened breach.  Nothing contained in this Agreement
shall be construed as prohibiting the Company from pursuing any other remedies
available to it for breach or threatened breach by Executive, including,
without limitation, the recovery of money damages.

     

	
     
	
     
	
    (iii)
	
    Executive further agrees that in
    the event either the length of time, geographical or any other restrictions,
    or portion thereof, set forth in this Section 10 is overly restrictive and
    unenforceable in any court proceeding, the court may reduce or modify such
    restrictions, but only to the extent necessary, to those which it deems
    reasonable and enforceable under the circumstances and the parties agree
    that the restrictions of this Section 10 will be enforced as reduced or
    modified.

     

	
     
	
     
	
    (iv)
	
    Executive further agrees that, in
    the event any provision of this Section 10 is held to be invalid, overbroad,
    void, or against public policy, the remaining provisions of this Section 10
    and all other provisions of this Agreement shall not be affected thereby,
    and that the provision held invalid shall be reformed to the minimum extent
    necessary to validate such provision, consistent with the purpose and intent
    of this Agreement.

     

	
     
	
     
	
    (v)
	
    If the Company believes that
    Executive has violated any of the provisions of this Section 10, all
    benefits and payments payable under this Agreement shall cease and the
    non-competition period shall be suspended and will not run in favor of the
    Executive from the time of the commencement of such breach until the time
    when the Executive cures the breach to the Company's satisfaction.  If
    the Executive does not cure the violation to the satisfaction of the
    Company, no further benefits or payments will be made and all rights of
    Executive to such payments lapse and become void and the Company may pursue
    any other remedies provided herein.

     

	
     
	
    (d)
	
    
Return of Materials.

     

    Promptly upon the termination of Executive's employment for
any reason and in any event within five days after request by the Company,
Executive shall return all Confidential Information and all copies thereof to
the Company, and Executive shall destroy all extracts, memoranda, notes and any
other material prepared by Executive based upon Confidential Information.

     

	
    11.
	
    
    Cooperation.

     

    Following the Date of Termination, upon
reasonable request by the Company, the Executive shall cooperate with the
Company with respect to any litigation or other dispute relating to any matter
in which he was involved or had knowledge during his employment with the
Company. The Company shall reimburse the Executive for all reasonable and
necessary out-of-pocket costs, such as travel, hotel and meal expenses,
incurred by the Executive in providing any cooperation pursuant to this Section
11.

     

	
    12.
	
    Assignability; Binding Nature.

     

    This Agreement
shall be binding upon and inure to the benefit of the Parties and their
respective successors, heirs (in the case of the Executive) and assigns. For
purposes of this Section 12, a successor or assign of the Company shall include
any type of successor or assign of the Company upon a Change in Control and
Executive's consent to the assignment shall not be required.  No rights or
obligations, benefits or payments of the Executive under this Agreement may be
assigned or transferred by the Executive other than his rights to compensation
and benefits, which may be transferred only by will, operation of law or in
accordance with Section 19 below.

     

	
    13.
	
    Entire Agreement.

     

    This Agreement contains the entire
understanding and agreement between the Parties concerning the subject matter
hereof and supersedes all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the Parties with
respect thereto. In the event of any inconsistency between any provision of
this Agreement and any other provision of any other plan, policy or program of,
or other agreement with, the Company, the provisions of this Agreement shall
control.

     

	
    14.
	
    Amendment or Waiver.

     

    No provision in this Agreement may be amended
unless such amendment is agreed to in writing and signed by the Executive and
an authorized officer of the Company. No waiver by either Party of any breach
by the other Party of any condition or provision contained in this Agreement to
be performed by such other Party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time.
Any waiver must be in writing and signed by the Party against whom it is being
enforced (either the Executive or an authorized officer of the Company, as the
case may be).

     

	
    15.
	
    Severability.

     

    In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, in whole or in part, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect to the .fullest
extent permitted by law.

     

	
    16.
	
    Survivorship.

     

    The respective rights and obligations of the
Parties hereunder, including, without limitation, Section 9 (termination of
employment), Section 10 (confidentiality, assignment of rights,
non-competition; non-solicitation, injunctive and other relief), Section 11
(cooperation), and Section 19 (resolution of disputes), shall survive any
termination of the Executive's employment to the extent necessary to the
intended preservation of such rights and obligations.

     

	
    17.
	
    Beneficiaries/References.

     

    The Executive shall be entitled, to the extent
permitted under applicable plans, agreements or law, to select and change a
beneficiary or beneficiaries to receive any benefit payable hereunder following
the Executive's death by giving the Company written notice thereof. In the
event of the Executive's death or a judicial determination of his incompetence,
reference in this Agreement to the Executive shall be deemed, where
appropriate, to refer to his beneficiary, estate or other legal representative.

     

	
    18.
	
    Governing Law.

     

    This Agreement shall be governed by and
construed and interpreted in accordance with the laws of Texas without
reference to principles of conflicts of law, except as preempted by applicable
federal law.

     

	
    19.
	
    Resolution of Disputes.

     

	
     
	
    (a)
	
    
Arbitration. All disputes and controversies of every kind and
nature between any parties hereto arising out of or in connection with this
Agreement or the transactions described herein as to the construction,
validity, interpretation or meaning, performance, non-performance, enforcement,
operation or breach, shall be submitted to arbitration pursuant to the
following procedures:

     

	
     
	
     
	
    (i)
	
    After a dispute or controversy
    arises, any party may, in a written notice delivered to the other parties to
    the dispute, demand such arbitration. Such notice shall designate the name
    of the arbitrator (who shall be an impartial person) appointed by such party
    demanding arbitration, together with a statement of the matter in
    controversy.

     

	
     
	
     
	
    (ii)
	
    Within thirty (30) days after
    receipt of such demand, the other parties shall, in a written notice
    delivered to the first party, name such parties' arbitrator (who shall be an
    impartial person). If such parties fail to name an arbitrator, then the
    second arbitrator shall be named by the American Arbitration Association
    (the "AAA"). The two arbitrators so selected shall name a third arbitrator
    (who shall be an impartial person) within thirty (30) days, or in lieu of
    such agreement on a third arbitrator by the two arbitrators so appointed,
    the third arbitrator shall be appointed by the AAA. If any arbitrator
    appointed hereunder shall die, resign, refuse or become unable to act before
    an arbitration decision is rendered, then the vacancy shall be filled by the
    method set forth in this Section for the original appointment of such
    arbitrator.

     

	
     
	
     
	
    (iii)
	
    Each party shall bear its own
    arbitration costs and expenses. The arbitration hearing shall be held in
    Houston, Texas at a location designated by a majority of the arbitrators.
    The Commercial Arbitration Rules of the American Arbitration Association
    shall be incorporated by reference at such hearing and the substantive laws
    of the State of Texas (excluding conflict of laws provisions) shall apply.

     

	
     
	
     
	
    (iv)
	
    The arbitration hearing shall be
    concluded within ten (10) days unless otherwise ordered by the arbitrators
    and the written award thereon shall be made within fifteen (15) days after
    the close of submission of evidence. An award rendered by a majority of the
    arbitrators appointed pursuant to this Agreement shall be final and binding
    on all parties to the proceeding, shall resolve the question of costs of the
    arbitrators and all related matters, and judgment on such award may be
    entered and enforced by either party in any court of competent jurisdiction.

     

	
     
	
     
	
    (v)
	
    Except as set forth in Section
    19(b) and (c), the parties stipulate that the provisions of this Section
    shall be a complete defense to any suit, action or proceeding instituted in
    any federal, state or local court or before any administrative tribunal with
    respect to any controversy or dispute arising out of this Agreement or the
    transactions described herein. The arbitration provisions hereof shall, with
    respect to such controversy or dispute, survive the termination or
    expiration of this Agreement.

     

	
     
	
     
	
    No party to an
arbitration may disclose the existence or results of any arbitration hereunder
without the prior written consent of the other parties; nor will any party to
an arbitration disclose to any third party any confidential information
disclosed by any other party to an arbitration in the course of an arbitration
hereunder without the prior written consent of such other party.

     

	
     
	
    (b)
	
    
Emergency Relief. Notwithstanding anything in this Section 19(a)
to the contrary, any party may seek from a court any provisional remedy that
may be necessary to protect any rights or property of such party pending the
establishment of the arbitral tribunal or its determination of the merits of
the controversy or to enforce a party's rights under this Section 19.

     

	
     
	
    (c)
	
    
Emergency or Extraordinary Relief Related to Section 10. 
Notwithstanding the foregoing, the Company shall have right to seek emergency
or extraordinary relief, including but not limited to, a temporary restraining
order, injunctive relief or any relief described in Section 10, for Executive's
breach or threatened breach of any provision in Section 10 of this Agreement.

     

	
    20.
	
    Notices.

     

    Any notice given to a Party shall be in
writing and shall be deemed to have been given (i) when delivered personally,
(ii) three days after being sent by certified or registered mail, postage
prepaid, return receipt requested or (iii) two days after being sent by
overnight courier (provided that a written acknowledgement of receipt is
obtained by the overnight courier), with any such notice duly addressed to the
Party concerned at the address indicated below or to such other address as such
Party may subsequently give such notice of in accordance with this Section 20:

     

	
     
	
     
	

If to the Company:                                           
Seitel Inc.


                                                                       
10811 S. Westview Circle


                                                                        
Houston, Texas 77043


                                                                        
Attention: General Counsel

     




If to the Executive:                                            
Robert D. Monson


                                                                        
22131 Glen Arden Lane


                                                                        
Katy, TX  77450

     

	
    21.
	
    Withholding.

     

    The Company may
withhold or deduct from any and all amounts payable under this Agreement (a)
such federal, state, local and other taxes or deductions as may be required to
be withheld pursuant to applicable law or regulation, (b) all other normal
employee deductions made with respect to the employee plans and programs in
which Executive participates.

     

	
    22.
	
    General Assets.

     

    All payments to Executive provided for under
this Agreement shall be paid in cash from the Company and no special or
separate funds shall be established and no segregation of assets shall be made
to assure payment.  To the extent that any person acquires a right to receive payments
from the Company hereunder, such right shall be no greater than the right of an
unsecured creditor of the Company.

     

	
    23.
	
    Headings.

     

    The headings of the sections contained in this
Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any provision of this Agreement.

     

	
    24.
	
    Certain Interpretive Matters.

     

    The definitions contained in this Agreement are applicable
to the singular as well as plural form of such terms and to the masculine as
well as to the feminine and neuter genders of such term.

     

	
    25.
	
    Counterparts.

     

    This Agreement may be executed in two or more
counterparts.

     

	
    26.
	
    Code Section 409A.

     

    The parties agree that this Agreement shall be
operated and amended at the Company's discretion to the extent necessary to
comply with or to be exempt from Section 409A of the Internal Revenue Code of
1986, as amended (the "Code"), if the Company determines upon advice from
counsel that Code Section 409A applies to any of the provisions of this
Agreement.



       


[signature page follows]



 


IN WITNESS
WHEREOF, the undersigned have executed this Agreement as of
October 19, 2005.

 


  	SEITEL INC.     
      	THE EXECUTIVE 

	By:	/s/ Fred Zeidman                  
      	By:	/s/ Robert D. Monson                 
      
	 	Mr. Fred Zeidman       	 	Mr. Robert D. Monson