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Exhibit 10.19    
    


 
 

EMPLOYMENT AGREEMENT    
    


        This Employment Agreement (this "Agreement") is made and entered into by and between Global Geophysical Services, Inc. (hereinafter referred to as
"Employer"), and Thomas J. Fleure, an individual currently resident in Houston, Texas (hereinafter referred to as "Employee"), effective as of May 27, 2005 (the "Effective Date"). 


 
 

WITNESSETH:    



        WHEREAS,
attendant to Employee's employment by Employer, Employer and Employee wish for there to be a complete understanding and agreement between Employer and Employee with respect, to,
among other terms, Employee's duties and responsibilities to Employer; the compensation and benefits owed to Employee; the fiduciary duties owed by Employee to Employer; Employee's obligation to avoid
conflicts of interest, disclose pertinent information to Employer, and refrain from using or disclosing Employer's information; and the term of Employee's employment; 



        WHEREAS,
Employer considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing its best interests and the best interests of
Employer and its shareholders; 


        WHEREAS,
Employer recognizes that the possibility of a change in control of Employer may exist and that such possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel to the detriment of Employer and its shareholders: 


        WHEREAS,
Employer has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of Employer's management, including
Employee, to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of Employer; 


        WHEREAS.
Employer recognizes that Employee could suffer adverse financial and professional consequences if a change in control of Employer were to occur: 


        WHEREAS,
Employer and Employee wish to enter into this Agreement to. among other things, protect Employee if a change in control of Employer occurs, thereby encouraging Employee to
remain in the employ of Employer and not to be distracted from the performance of his duties to Employer by the possibility of a change in control of Employer; 



        NOW,
THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Employer and Employee agree as follows: 


        Section 1.    General Duties of Employer and Employee.    


        (a)   Employer
agrees to employ Employee and Employee agrees to accept employment by Employer and to serve in an executive capacity as Vice President, Geophysical Technology.
The powers, duties and responsibilities of Employee as a Vice President include those duties that are specified in Employer's Bylaws and the usual and customary powers, duties and responsibilities of
such office. Employee also agrees to serve in an executive capacity with any subsidiary of Employer as may be identified by Employer. Employee shall report to the President of Employer. 


        (b)   While
employed hereunder, Employee will devote substantially all reasonable and necessary time, efforts, skills and attention for the benefit of and with his primary
attention to the affairs of Employer in order that he may faithfully perform his duties and obligations. The preceding sentence 


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will
not, however, be deemed to restrict Employee from attending to matters or engaging in activities not directly related to the business of Employer, provided that (i) such activities or
matters are reasonable in scope and time commitment and not otherwise in violation of this Agreement, and (ii) Employee will not become a director of any corporation or other entity (excluding
charitable or other non-profit organizations) without prior written disclosure to, and consent of. Employer. 


        (c)   Employee
is currently based at Employer's headquarters located in Houston, Texas (the "Place of Employment"). 



        (d)   Employee
agrees and acknowledges that during the term of this Agreement, he owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best
interests of Employer and to do no act knowingly which would injure Employer's business, its interests or its reputation. 


        Section 2.    Compensation and Benefits.    


        (a)   Employer
will pay to Employee during the term of this Agreement a Base Salary at the rate of at least (i) Sixty Thousand Dollars ($60,000.00) per year with
respect to the period through June 30, 2005 (ii) Eighty-Four Thousand Dollars ($84,000.00) per year with respect to the period from July 1, 2005 through
December 31, 2006 and (iii) One Hundred Sixty Thousand Dollars ($160,000.00) per year from and after January 1, 2007 (such Base Salary as increased by Employer as hereinafter
provided is referred to herein as the "Base Salary"). Employer will review the Base Salary from time to time and, during the term of this Agreement, may increase, but may not decrease, the Base
Salary. The Base Salary will be paid to Employee in equal installments every two weeks or on such other schedule as Employer may generally establish from time to time for its employees. 



        (b)   During
each applicable fiscal period during the term of this Agreement, Employee shall receive a bonus to the extent payable in accordance with the terms and conditions
of whatever incentive or bonus plan Employer establishes for its senior executives. 


        (c)   Employee
will be eligible for option grants to purchase Employer's common stock or other equity securities of Employer ("Shares") as provided under any stock option
plans generally available to Employer's employees (or other replacement incentive or stock option plans Employer establishes for its key executives). In addition, in the event of a Change in Control
(as defined in Section 6(f)), each option to acquire Shares or other equity securities of Employer held by Employee immediately prior to such a Change in Control shall become fully exercisable.
regardless of whether or not the vesting conditions set forth in the relevant stock option agreement have been satisfied in full, and all restrictions on any restricted Shares granted to Employee
prior to such Change in Control shall be removed and such Shares shall be freely transferable (subject to applicable securities laws), regardless of whether the conditions set forth in the relevant
restricted stock agreements have been satisfied in full. 


        (d)   Employee
will be entitled to paid vacation of not less than four (4) weeks each year. Vacation may be taken by Employee at the time and for such periods as may be
mutually agreed upon between Employer and Employee. 


        (e)   Employee
will be reimbursed in accordance with Employer's normal expense reimbursement policy for all of the actual and reasonable costs and expenses incurred by him in
the performance of his services and duties hereunder, including, but not limited to, travel and entertainment expenses. Employee will furnish Employer with all invoices and vouchers reflecting amounts
for which Employee seeks Employer's reimbursement. 


        (f)    Employee
will be entitled to participate in all insurance and retirement plans, incentive compensation plans and such other benefit plans or programs as may be in effect
from time to time for the Shareholder Employees of Employer including, without limitation, those related to savings and thrift, retirement, welfare, medical. dental, disability, salary continuance,
accidental death, travel 


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accident,
life insurance. incentive bonus, membership in business and professional organizations, and reimbursement of business and entertainment expenses. 


        (g)   All
Base Salary, bonus and other payments made by Employer, including any amount due pursuant to Section 7, to Employee pursuant to this Agreement will be subject
to such payroll and withholding deductions as may be required by law and other deductions applied generally to employees of Employer for insurance and other employee benefit plans in which Employee
participates. 


        Section 3.    Fiduciary Duty: Confidentiality.    


        (a)   In
keeping with Employee's fiduciary duties to Employer, Employee agrees that he will not knowingly take any action that would create a conflict of interest with
Employer, or upon discovery thereof, allow such a conflict to continue. In the event that Employee discovers that such a conflict exists, Employee agrees that he will disclose to Employer any facts
which might involve a conflict of interest that has not been approved by Employer. 


        (b)   As
part of Employee's fiduciary duties to Employer, Employee agrees to protect and safeguard Employer's information, ideas, concepts, improvements, discoveries, and
inventions and any proprietary, confidential and other information relating to Employer or its business (collectively. "Confidential Information") and, except as may be required by Employer, Employee
will not knowingly, either during his employment by Employer or thereafter, directly or indirectly, use for his own benefit or for the benefit of another, or disclose to another, any Confidential
Information, except (i) with the prior written consent of Employer; (ii) in the course of the proper performance of Employee's duties under this Agreement; (iii) for information
that becomes generally available to the public other than as a result of the unauthorized disclosure by Employee; (iv) for information that becomes available to Employee on a
non-confidential basis from a source other than Employer or its affiliated companies and subsidiaries who is not bound by a duty of confidentiality to Employer; or (v) as may be
required by any applicable law, rule, regulation, order or securities exchange. 


        (c)   Upon
termination of his employment with Employer, Employee will immediately deliver to Employer all documents in Employee's possession or under his control which embody
any Confidential Information. 


        Section 4.    Term.    


        Employee's
employment with Employer, having previously commenced, will continue until terminated in accordance with Section 5 


        Section 5.    Termination.    


        (a)   Employee's
employment with Employer hereunder will terminate upon the first to occur of the following: 



        (1)   The
death or "Disability" (as defined in Section 5 (b) hereof) of Employee; 


        (2)   Employer
terminates such employment for "Cause" (as defined in Section 5(c) hereof); 


        (3)   Employee
terminates such employment for "Good Reason" (as defined in Section 5(d) hereof); 


        (4)   Employer
terminates such employment for any reason other than Cause or for no reason at all; 


        (5)   Employee
terminates such employment for any reason other than Good Reason or for no reason at all; or 


        (6)   Employee's
sixty-fifth (65) birthday, at which time Employee will continue to be employed by Employer as an employee at will. 



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        (b)   As
used in this Agreement, "Disability" means permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"), or any successor provision) which has existed for at least 180 consecutive days. "Disabled" and other variants shall be construed accordingly. Employee shall be considered
Disabled if he is determined to be so under any disability insurance policy maintained by Employer covering Employee; or, if there is no such policy covering Employee, then upon certification to
Employer by a physician approved by Employer and Employee involved that he is so mentally or physically Disabled as to be, in all likelihood, permanently incapable of performing the duties of the
employment position with Employer which he or she occupied immediately before the occurrence of the disorder giving rise to his Disability, or, in the alternative, upon the certification by the
physician that the Disabled Employee has refused after reasonable request and reasonable opportunity to submit to examination by the physician. 


        (c)   As
used in this Agreement, "Cause" means: 



        (1)   Employee's
willful and continued failure to substantially perform his obligations under this Agreement (other than any such failure resulting from his Disability) after
a demand for substantial performance has been delivered to him by Employer which specifically identifies the manner in which Employer believes Employee has not substantially performed such provisions
and Employee has failed to remedy the situation within ten (10) days after such demand; 


        (2)   Employee's
willfully engaging in conduct materially and demonstrably injurious to the property or business of Employer, including without limitation, fraud,
misappropriation of funds or other property of Employer, other willful misconduct, gross negligence or conviction of a felony or any crime of moral turpitude; 


        (3)   Employee's
material breach of this Agreement which breach has not been remedied by Employee within ten (10) days after receipt by Employee of written notice from
Employer that he is in material breach of the Agreement, specifying the particulars of such breach; or 


        (4)   Employee's
being enjoined from serving as a director of officer or companies that have any class of securities registered under the Securities Act of 1933 or that file
periodic reports under the Securities Exchange Act of 1934. 




        For
purposes of this Agreement, no act, or failure to act, on the part of Employee shall be deemed "willful" or engaged in "willfully" if it was due primarily to an error in judgment or
negligence, but shall be deemed "willful" or engaged in "willfully" only if done, or omitted to be done, by Employee (i) not in good faith and (ii) absent a reasonable belief that his
action or omission was in the best interest of Employer. 


        Notwithstanding
the foregoing, Employee shall not be deemed to have been terminated as a result of "Cause" hereunder unless and until there shall have been delivered to Employee a copy
of a resolution duly adopted by Employer's Board of Directors (the "Board") at a meeting of the Board called and held for such purpose (after notice to Employee as provided in the Bylaws of Employer
with respect to notice to Directors of Board meetings and an opportunity for Employee, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the members
of the Board voting in favor of such resolution, that Employee has committed an act set forth above in this Section 5(c) and specifying the particulars thereof in detail. Nothing herein shall
limit the right of Employee or his legal representatives to contest the validity or propriety of any such determination. 


        (d)   As
used in this Agreement, "Good Reason" means: 



        (1)   Employer's
failure to comply with any of the provisions of Section 2 of this Agreement (including, but not limited to, such a failure resulting from any reduction
in the Base Salary) which failure is not remedied within ten (10) days after receipt of written notice from Employee specifying the particulars of such breach; 



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        (2)   Employer's
breach of any other material provision of this Agreement which is not remedied within ten (10) days after receipt by Employer of written notice from
Employee specifying the particulars of such breach; 


        (3)   the
assignment to, or removal from, Employee of any duties materially inconsistent with Employee's position (including status, offices, titles, and reporting
requirements), duties, functions, responsibilities, or authority as contemplated by Section 1 of this Agreement or other action by Employer that results in a diminution (other than an isolated,
inconsequential or insubstantial diminution which is remedied by Employer promptly after receipt of written notice thereof given by Employee) in such position, duties, functions, responsibilities or
authority; or 


        (4)   the
relocation of Employee's principal place of performance of his duties and responsibilities under this Agreement to a location more than one hundred miles
(100) miles from the Place of Employment; 


        (5)   after
a "Change in Control" (as defined in Section 6(f) hereof), (i) Employer's failure to continue in effect any benefit or compensation plan (including,
but not limited to, bonus, incentive, retirement, supplemental executive retirement, savings, profit sharing, pension, performance. stock option, stock purchase, deferred compensation, life insurance,
medical, dental, health, hospital, accident or disability plans) in which Employee is participating at the time of such Change in Control (or plans providing to Employee, in the aggregate,
substantially similar benefits as the benefits enjoyed by Employee under
the benefit and compensation plans in which Employee is participating at the time of such Change in Control), or (ii) the taking of any action by Employer that would adversely affect Employee's
participation in or materially reduce Employee's benefits under any of such plans or deprive Employee of any material fringe benefit enjoyed by Employee at the time of such Change in Control;
provided, however, that Good Reason shall not exist pursuant to this Section 5(d)(5) unless Employee has provided notice to Employer specifically describing the basis for the Employee's
determination that Good Reason exists pursuant to this Section 5(d)(5) and the Employer fails to take corrective action within 10 days after receipt of such notice; 


        (6)   any
failure by Employer to comply with Section 11(c): or 


        (7)   any
purported termination of Employee's employment by Employer which is not effected pursuant to a Notice of Termination satisfying the requirements of
Section 5(e) hereof (and for purposes of this Agreement, no such purported termination shall be effective). 




        (e)   Any
termination by Employer or Employee of Employee's employment with Employer (other than any such termination occurring on Employee's sixty-fifth (65th)
birthday) shall be communicated by written notice (a "Notice of Termination") to the other party that shall: 



        (1)   indicate
the specific provision of this Agreement relied upon for such termination; 


        (2)   indicate
the specific provision of this Agreement pursuant to which Employee is to receive compensation and other benefits as a result of such termination; and 



        (3)   otherwise
comply with the provisions of this Section 5(e) and Section 13(a). 




        If
a Notice of Termination states that Employee's employment with Employer has been terminated as a result of Employee's Disability, the notice shall (i) specifically describe the
basis for the determination of Employee's Disability, and (ii) state the date of the determination of Employee's Disability, which date shall be not more than ten (10) days before the
date such notice is given. If the notice is from Employer and states that Employee's employment with Employer is terminated by Employer as a result of the occurrence of Cause, the Notice of
Termination shall specifically describe the action or inaction of Employee that Employer believes constitutes Cause and shall be accompanied by a copy of the resolution satisfying Section 5(c).
If the Notice of Termination is from Employee and 


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states
that Employee's employment with Employer is terminated by Employee as a result of the occurrence of Good Reason, the Notice of Termination shall specifically describe the action or inaction of
Employer that Employee believes constitutes Good Reason. Any purported termination by Employer of Employee's employment with Employer shall be ineffective unless such termination shall have been
communicated by Employer to Employee by a Notice of Termination that meets the requirements of this Section 5(e) and the provisions of Section 13(a). 


        (f)    As
used in this Agreement, "Date of Termination" means: 



        (1)   if
Employee's employment with Employer is terminated for Disability, sixty (60) days after Notice of Termination is received by Employee or any later date
specified therein, provided that within such sixty (60) day period Employee shall not have returned to full-time performance of Employee's duties; 



        (2)   if
Employee's employment with Employer is terminated as a result of Employee's death, the date of death of Employee: 


        (3)   if
Employee's employment with Employer is terminated for Cause, the date that Notice of Termination, accompanied by a copy of the resolution satisfying
Section 5(c), is received by Employee or any later date specified therein, provided that Employer may, in its discretion, condition Employee's continued employment upon such considerations or
requirements as may be reasonable under the circumstances and place a reasonable limitation upon the time within which Employee will comply with such considerations or requirements; 



        (4)   if
Employee's employment with Employer is terminated upon the occurrence of Employee's sixty-fifth (65th) birthday, the date of such birthday, at which time Employee
will continue to be employed by Employer as an employee at will; or 


        (5)   if
Employee's employment with Employer is terminated by either Employer or Employee for any reason other than Employee's Disability, Employee's death, the occurrence of
Employee's sixty-fifth (65th) birthday, or Cause, or for no reason, the date that is
fourteen (14) days after the date of receipt of the Notice of Termination. 




        Section 6.    Effect of Termination.    


        (a)   Upon
termination of Employee's employment by Employer for Cause, or by Employee for no reason or any reason other than Good Reason, all compensation and benefits will
cease upon the Date of Termination other than: (i) those benefits that are provided by retirement and benefit plans and programs specifically adopted and approved by Employer for Employee that
are earned and vested by the Date of Termination, (ii) as provided in Section 10, (iii) Employee's Base Salary through the Date of Termination: (iv) any incentive
compensation due Employee if, under the terms of the relevant incentive compensation arrangement, such incentive compensation was due and payable to Employee on or before the Date of Termination; and
(v) medical and similar benefits the continuation of which is required by applicable law or provided by the applicable benefit plan. 


        (b)   Upon
termination of Employee's employment due to the death of Employee or upon termination by Employer due to the Disability of Employee, all compensation and benefits
will cease upon the Date of Termination other than: (i) those benefits that are provided by retirement and benefit plans and programs specifically adopted and approved by Employer for Employee
that are earned and vested by the Date of Termination, (ii) as provided in Section 10, (iii) Employee's Base. Salary through the Date of Termination: (iv) any incentive
compensation due Employee if, under the terms of the relevant incentive compensation arrangement, such incentive compensation was due and payable to Employee on or before the Date of Termination; and
(v) medical and similar benefits the continuation of which is required by applicable law or provided by the applicable benefit plan. 


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        (c)   Except
as otherwise provided in Section 6(d), if Employee's employment with Employer is terminated (i) by Employer for no reason or for any reason other
than Cause, the death or Disability of Employee, or Employee's reaching his sixth-fifth (65th) birthday, or (ii) by Employee for Good Reason, the obligations of Employer and Employee under
Sections 1 and 2 will terminate as of the Date of Termination, and Employer will pay or provide to Employee the following: 



        (1)   The
portion of Employee's Base Salary due and payable through the Date of Termination; 


        (2)   Incentive
compensation due Employee if, under the terms of the relevant incentive compensation arrangement, such incentive compensation was due and payable to Employee
on or before the Date of Termination; 


        (3)   During
the period commencing on the Date of Termination and ending on the 365th day thereafter (the "Severance Period"), Employer shall pay to Employee an
aggregate amount (the "Severance Payment") equal to two (2.0) times the greater of (a) One Hundred Sixty Thousand Dollars ($160,000.00) or (b) Employee's Base Salary at the highest
annual rate in effect on or before the Date of Termination (but prior to giving effect to any reduction therein which precipitated such termination), which Severance Payment will be paid to Employee
in equal installments every two weeks during such Severance Period; provided, however, that at any time during such Severance Period Employer may, in
its discretion, elect to pay the then remaining balance of the Severance Payment in the form of a lump sum cash payment; 


        (4)   If
immediately prior to the Date of Termination Employee (and, if applicable, his spouse and/or dependents) was covered under Employer's group medical, dental, health
and hospital plan in effect at-such time, then Employer shall, at its election, pay or provide to Employee- one (but not both) of the following: 



        For
eighteen (18) months after the Date of Termination, and provided that Employee has timely elected under COBRA to continue coverage under such plan, Employer will, at no
greater cost or expense to Employee than was the case immediately prior to the Date of Termination, maintain such continued coverage in full force and effect; or pay to Employee a lump sum cash
payment (the "Section 6(d)(4)(ii) Payment") equal to the sum of: 



        (A)  an
amount equal to (I) eighteen (18) multiplied by (II) the amount of the applicable monthly COBRA premium (determined based upon the applicable
COBRA premium rate in effect immediately after the Date of Termination) Employee would pay if Employee elected under COBRA to maintain coverage identical to the coverage Employee (and, if applicable,
his spouse and/or dependents) had under such plan immediately prior to the Date of Termination; plus 


        (B)  an
amount equal to the excess of (I) an amount determined by dividing (x) the amount determined under Section 6(d)(4)(ii)(A) above, by
(y) one (1) minus the sum of the following which shall be determined for the calendar year that includes the date of payment of the Section 6(d)(4)(ii) Payment and shall be
expressed as a decimal: (I) the highest marginal U.S. federal income tax rate applicable to individuals for such calendar year, plus (ii) the
highest foreign, stare, provincial and/or local individual income tax rare or rates, if any, to which the Section 6(d)(4)(ii) Payment is subject for such calendar year (which shall be
determined based on the assumption that Employee pays income tax to any such foreign. state, provincial or local jurisdiction at the highest marginal rate of income tax imposed by such jurisdiction on
individuals), plus, (iii) the Hospital (Medicare) Insurance tax rate under Section 3101(b) of the Code (or any corresponding successor statute)
for such calendar year. over (II) the amount determined under Section 6(d)(4)(ii)(A) above; and 





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        (5)   All
Shares granted or awarded to Employee prior to the Date of Termination shall immediately vest in Employee, and, notwithstanding anything to the contrary provided in
any granting instrument, agreement, or contract entered into prior to the Effective Date, any and all rights of Employer to repurchase Shares at their par value or original issuance price shall
terminate and be of no further force and effect. However, nothing in this Agreement shall affect any right of Employer to purchase Employee's Shares pursuant to any right of first refusal or similar
right created by any contract to which Employee is a party. 




        Except
as otherwise provided above and in Section 10, all other compensation and benefits will cease upon the Date of Termination other than the following: (i) those
benefits that are provided by retirement and benefit plans and programs specifically adopted and approved by Employer for Employee that are earned and vested by the Date of Termination,
(ii) any rights Employee or his survivors may have under any grants of options to purchase Shares or under any grants of restricted stock of Employer; and (iii) medical and similar
benefits the continuation of which is required by applicable law or as provided by the applicable benefit plan. As a condition to making the payments and providing the benefits specified in this
Section 6(c), Employer will require that Employee execute a release of all claims Employee may have against Employer at the time of Employee's termination. Such release will be in substantially
the same form as Exhibit B attached hereto. 


        (d)   If
(i) a "Change in Control" (as defined in Section 6(f) hereof) shall have occurred, and (ii) within two (2) years after such Change in
Control Employee's employment with Employer is terminated (x) by Employer for no reason or for any reason other than Cause, the death or Disability of Employee, or Employee reaching his
sixty-fifth (65th) birthday, or (y) by Employee for Good Reason or for no reason, the obligations of Employer and Employee under Sections 1 and 2 will terminate as of the Date of
Termination, Section 6(c) above shall not apply, and Employer will pay or provide to Employee: 



        (1)   The
portion of Employee's Base Salary payable through the Date of Termination; 


        (2)   Incentive
compensation due Employee if, under the terms of the relevant incentive compensation arrangement, such incentive compensation was due and payable to Employee
on or before the Date of Termination: 


        (3)   Within
thirty (30) days after the Date of Termination, a lump sum cash payment equal to two (2) times the sum of: 



          (i)  Either
One Hundred Sixty Thousand Dollars ($160,000), if the Date of Termination occurs on or before December 31, 2006, or, if the Date of Termination occurs
thereafter, Employee's Base Salary at the highest annual rate in effect on or before the Date of Termination (but prior to giving effect to any reduction therein which precipitated such termination);
plus 


         (ii)  An
amount equal to the annual highest cash bonus paid to Employee by Employer for the last three (3) full fiscal years ending before the Date of Termination, or,
if the Date of Termination is after December 31, 2007, an amount equal to the greater of: 



        (A)  the
average of the cash incentive bonuses paid to Employee by Employer for the last three (3) full fiscal years ending before the Date of Termination (or, if
Employee was not employed by Employer hereunder for such last three (3) full fiscal years, the average of the cash incentive bonuses paid to Employee for the number of full fiscal years of
Employer ending before the Date of Termination during which Employee was employed by Employer hereunder); or 


        (B)  the
cash incentive bonus paid to Employee for the last full fiscal year of Employer ending before the Date of Termination. 





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        (4)   If
immediately prior to the Date of Termination Employee (and, if applicable, his spouse and/or dependents) was covered under Employer's group medical, dental, health
and hospital plan in effect at-such time, then Employer shall, at its election, pay or provide to Employee- one (but not both) of the following: For eighteen (18) months after the
Date of Termination, and provided that Employee has timely elected under COBRA to continue coverage under such plan, Employer will, at no greater cost or expense to Employee than was the case
immediately prior to the Date of Termination, maintain such continued coverage in full force and effect; or pay to Employee a lump sum cash payment (the "Section 6(d)(4)(ii) Payment")
equal to the sum of: 




        (A)  an
amount equal to (I) eighteen (18) multiplied by (II) the amount of the applicable monthly COBRA premium (determined based upon the applicable
COBRA premium rate in effect immediately after the Date of Termination) Employee would pay if Employee elected under COBRA to maintain coverage identical to the coverage Employee (and, if applicable,
his spouse and/or dependents) had under such plan immediately prior to the Date of Termination; plus 


        (B)  an
amount equal to the excess of (I) an amount determined by dividing (x) the amount determined under Section 6(d)(4)(ii)(A) above, by
(y) one (1) minus the sum of the following which shall be determined for the calendar year that includes the date of payment of the Section 6(d)(4)(ii) Payment and shall be
expressed as a decimal: (I) the highest marginal U.S. federal income tax rate applicable to individuals for such calendar year, plus (ii) the
highest foreign, stare, provincial and/or local individual income tax rare or rates, if any, to which the Section 6(d)(4)(ii) Payment is subject for such calendar year (which shall be
determined based on the assumption that Employee pays income tax to any such foreign. state, provincial or local jurisdiction at the highest marginal rate of income tax imposed by such jurisdiction on
individuals), plus, (iii) the Hospital (Medicare) Insurance tax rate under Section 3101(b) of the Code (or any corresponding successor statute)
for such calendar year. over (II) the amount determined under Section 6(d)(4)(ii)(A) above; and 





        (5)   All
Shares granted or awarded to Employee prior to the Change in Control shall immediately vest in Employee, and, notwithstanding anything to the contrary provided in
any granting instrument, agreement, or contract entered into prior to the Effective Date, any and all rights of Employer to repurchase such Shares at their par value or original issuance price shall
terminate and be of no further force and effect, and all rights of first refusal and other restrictions on any restricted Shares granted to Employee prior to such Change in Control shall be removed
and such Shares shall be freely transferable (subject to applicable securities laws), regardless of whether the conditions set forth in the relevant restricted stock agreements have been satisfied in
full. 




        As
a condition to making the payments and providing the benefits specified in this Section 6(d), Employer will require that Employee execute a release of all claims Employee may
have against Employer at the time of Employee's termination, in a form satisfactory to Employer. 


        (e)   Notwithstanding
anything contained in this Agreement to the contrary, if following the commencement of any discussion with a third person that ultimately results in a
Change in Control, (i) Employee's employment with Employer is terminated by Employer for no reason or for any reason other than Cause, (ii) Employee is removed from any material duties
or position with Employer, or (iii) Employer fails to comply with any of the provisions of Section 2 of this Agreement, then for all purposes of this Agreement, such Change in Control
shall be deemed to have occurred on the date immediately prior to the date of such termination, removal, or failure. 


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        (f)    For
purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following after the Effective Date: 



        (1)   the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended from
time to time (the "Exchange Act"), or any successor statute) (a "Covered Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
25% or more of either (i) the then outstanding Shares (the "Outstanding Company Shares"), or (ii) the combined voting power of the then outstanding voting securities of Employer entitled
to vote generally (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Section 6(0(1). the following
acquisitions shall not constitute a Change in Control: (i) any acquisition directly from Employer, (ii) any acquisition by Employer. (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by Employer or any entity controlled by Employer, or (iv) any acquisition by any corporation pursuant to a transaction which complies with
Section 6(f)(2)(i). (ii) or (iii); 


        (2)   individuals
who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board;  provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination for election by Employer's
shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding in any event any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Covered Person other than the Board; 


        (3)   consummation
of (xx) a reorganization, merger, amalgamation, consolidation, sale or other form of business combination of Employer, or (yy) a sale, lease,
exchange, disposition or other transfer of all or substantially all of the assets of Employer (a "Business Combination"), in each case, unless, following such Business Combination, (i) the
individuals and entities who were the beneficial owners of the Outstanding Company Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 75% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally,
as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Employer or all or
substantially all of Employer's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of
the Outstanding Company Shares and Outstanding Company Voting Securities, as the case may be, and (ii) no Covered Person (excluding any employee benefit plan (or related trust) of Employer or
such corporation resulting from such Business Combination) beneficially owns, directly or indirectly. 25% or more of, respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation; or 


        (4)   approval
by the shareholders of Employer of a complete liquidation or dissolution of Employer 




        (g)   Upon
termination of this Agreement due to Employee's reaching his sixty- fifth (65th) birthday, Employee will continue to be employed by Employer as an
employee at will. 


10







 

        Section 7.    Excise Tax.    


        (a)   Anything
in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by, or benefit from, Employer or any of
its affiliates to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (any such payments, distributions or
benefits being individually referred to herein as a "Payment," and any two or more of such payments, distributions or benefits being referred to herein as "Payments"), would be subject to the excise
tax imposed by Section 4999 of the Code (such excise tax, together with any interest thereon, any penalties, additions to tax, or additional amounts with respect to such excise tax, and any
interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the "Excise Tax"), then Employee shall be entitled to receive an additional
payment or payments (individually referred to herein as a "Gross-Up Payment" and any two or more of such additional payments being referred to herein as "Gross-Up Payments") in
an amount such that after payment by Employee of all taxes (as defined in Section 7(k)) imposed upon the Gross-Up Payment, Employee retains an amount of such Gross-Up
Payment equal to the Excise Tax imposed upon the Payments. 


        (b)   Subject
to the provisions of Section 7(c) through (i), any determination (individually, a "Determination") required to be made under this Section 7(b),
including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall initially be made, at Employer's expense, by nationally recognized tax counsel
selected by Employer ("Tax Counsel"). Tax Counsel shall provide detailed supporting legal authorities, calculations, and documentation both to Employer and Employee within 15 business days of the
termination of Employee's employment, if applicable, or such other time or times as is reasonably requested by Employer or Employee. If Tax Counsel makes the initial Determination that no Excise Tax
is payable by Employee with respect to a Payment or Payments. it shall furnish Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to any such
Payment or Payments. Employee shall have the right to dispute any Determination (a "Dispute") within 15 business days after delivery of Tax Counsel's opinion with respect to such Determination. The
Gross-Up Payment, if any, as determined pursuant to such Determination shall, at Employer's expense, be paid by Employer to or for the benefit of Employee within five business days of
Employee's receipt of such Determination. The existence of a Dispute shall not in any way affect Employee's right to receive the Gross-Up Payment in accordance with such Determination. If
there is no Dispute, such Determination shall be binding, final and conclusive upon Employer and Employee, subject in all respects, however, to the provisions of Section 7(c) through
(i) below. As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that Gross-Up Payments (or portions thereof) which will not have
been made by Employer should have been made ("Underpayment"), and if upon any reasonable written request from Employee or Employer to Tax Counsel, or- upon Tax Counsel's own initiative,
Tax Counsel, at Employer's expense, thereafter determines that Employee is required to make a payment of any Excise Tax or any additional Excise Tax, as the case may be, Tax Counsel shall, at
Employer's expense, determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Employer to or for the benefit of Employee. 



        (c)   Employer
shall defend, hold harmless, and indemnify Employee on a fully grossed-up after tax basis from and against any and all claims, losses, liabilities,
obligations, damages, impositions, assessments. demands, judgments, settlements, costs and expenses (including reasonable attorneys', accountants', and experts' fees and expenses) with respect to any
tax liability of Employee resulting from any Final Determination (as defined in Section 7(1)) that any Payment is subject to the Excise Tax. 


        (d)   If
a party hereto receives any written or oral communication with respect to any question, adjustment, assessment or pending or threatened audit, examination,
investigation or administrative, court or other proceeding which, if pursued successfully, could result in or give rise to a claim by 


11







 



Employee
against Employer under this Section 7 ("Claim"), including, but not limited to, a claim for indemnification of Employee by Employer under Section 7(c), then such party shall
promptly notify the other party hereto in writing of such Claim ("Tax Claim Notice"). 


        (e)   If
a Claim is asserted against Employee ("Employee Claim"), Employee shall take or cause to be taken such action in connection with contesting such Employee Claim as
Employer shall reasonably request in writing from time to time, including the retention of counsel and experts as are reasonably designated by Employer (it being understood and agreed by the parties
hereto that the terms of any such retention shall expressly provide that Employer shall be solely responsible for the payment of any and all fees and disbursements of such counsel and any experts) and
the execution of powers of attorney, provided that: 



        (1)   within
30 calendar days after Employer receives or delivers, as the case may be, the Tax Claim Notice relating to such Employee Claim (or such earlier date that any
payment of the taxes claimed is due from Employee, but in no event sooner than five calendar days after Employer receives or delivers such Tax Claim Notice), Employer shall have notified Employee in
writing ("Election Notice") that Employer does not dispute its obligations (including, but not limited to, its indemnity obligations) under this Agreement and that Employer elects to contest, and to
control the defense or prosecution of, such Employee Claim at Employer's sole risk and sole cost and expense; and 


        (2)   Employer
shall have advanced to Employee on an interest-free basis, the total amount of the tax claimed in order for Employee, at Employer's request, to pay
or cause to be paid the tax claimed, file a claim for refund of such tax and, subject to the provisions of the last sentence of Section 7(g), sue for a refund of such tax if such claim
for refund is disallowed by the appropriate taxing authority (it being understood and agreed by the parties hereto that Employer shall only be entitled to sue for a refund and Employer shall not be
entitled to initiate any proceeding in, for example, United States Tax Court) and shall indemnify and hold Employee harmless, on a fully grossed-up after tax basis, from any tax imposed
with respect to such advance or with respect to any imputed income with respect to such advance; and 


        (3)   Employer
shall reimburse Employee for any and all costs and expenses resulting from any such request by Employer and shall indemnify and hold Employee harmless, on fully
grossed-up after-tax basis, from any tax imposed as a result of such reimbursement. 




        (f)    Subject
to the provisions of Section 7(e) hereof, Employer shall have the right to defend or prosecute, at the sole cost, expense and risk of Employer, such
Employee Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by Employer to a Final Determination: provided,
however, that (i) Employer shall not, without Employee's prior written consent, enter into any compromise or settlement of such Employee Claim that would adversely
affect Employee, (ii) any request from Employer to Employee regarding any extension of the statute of limitations relating to assessment, payment, or collection of taxes for the taxable year of
Employee with respect to which the contested issues involved in, and amount of, Employee Claim relate is limited solely to such contested issues and amount, and (iii) Employer's control of any
contest or proceeding shall be limited to issues with respect to Employee Claim and Employee shall be entitled to settle or contest, in his sole and absolute discretion, any other issue raised by the
Internal Revenue Service or any other taxing authority. So long as Employer is diligently defending or prosecuting such Employee Claim, Employee shall provide or cause to be provided to Employer any
information reasonably requested by Employer that relates to such Employee Claim, and shall otherwise cooperate with Employer and its representatives in good faith in order to contest effectively such
Employee Claim. Employer shall keep Employee informed of all developments and events relating to any such Employee Claim (including, without limitation, providing to Employee copies of all written
materials pertaining to any such Employee Claim), and Employee or his authorized representatives shall be entitled, at 


12







 

Employee's
expense, to participate in all conferences. meetings and proceedings relating to any such Employee Claim. 


        (g)   If,
after actual receipt by Employee of an amount of a tax claimed (pursuant to an Employee Claim) that has been advanced by Employer pursuant to Section 7(e)(2)
hereof, the extent of the liability of Employer hereunder with respect to such tax claimed has been established by a Final Determination, Employee shall promptly pay or cause to be paid to Employer
any refund actually received by, or actually credited to. Employee with respect to such tax (together with any interest paid or credited thereon by the taxing authority and any recovery of legal fees
from such taxing authority related thereto), except to the extent that any amounts are then due and payable by Employer to Employee, whether under the provisions of this Agreement or otherwise. If,
after the receipt by Employee of an amount advanced by Employer pursuant to Section 7(e)(2), a determination is made by the Internal Revenue Service or other appropriate taxing authority that
Employee shall not be entitled to any refund with respect to such tax claimed and Employer does not notify Employee in writing of its intent to contest such denial of refund prior to the expiration of  30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall
offset, to the extent thereof, the amount of any Gross-Up Payments and other payments required to be paid hereunder. 



        (h)   With
respect to any Employee Claim, if Employer fails to deliver an Election Notice to Employee within the period provided in Section 7(e)(I) hereof or,
after delivery of such Election Notice, Employer fails to comply with the provisions of Section 7(e)(2) and (3) and (f) hereof, then Employee shall at any time thereafter have the
right (but not the obligation), at his election and in his sole and absolute discretion, to defend or prosecute, at the sole cost, expense and risk of Employer, such Employee Claim. Employee shall
have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by Employee, Employer shall cooperate, and shall cause its
Affiliates to cooperate, in good faith with Employee and his authorized representatives in order to contest effectively such Employee Claim. Employer may attend, but not participate in or control, any
defense, prosecution, settlement or compromise of any Employee Claim controlled by Employee pursuant to this Section 7(h) and shall bear its own costs and expenses with respect thereto. In the
case of any Employee Claim that is defended or prosecuted by Employee, Employee shall, from time to time, be entitled to current payment. on a fully grossed-up after tax basis, from
Employer with respect to costs and expenses incurred by Employee in connection with such defense or prosecution. 


        (i)    In
the case of any Employee Claim that is defended or prosecuted to a Final Determination pursuant to the terms of this Section 7(i), Employer shall pay, on a
fully grossed-up after tax basis, to Employee in immediately available funds the full amount of any taxes arising or resulting from or incurred in connection with such Employee Claim that
have not theretofore been paid by Employer to Employee, together with the costs and expenses, on a fully grossed-up after tax basis, incurred in connection therewith that have not
theretofore been paid by Employer to Employee, within ten calendar days after such Final Determination. In the case of any Employee Claim not covered by the preceding sentence, Employer shall pay, on
a fully grossed-up after tax basis, to Employee in immediately available funds the full amount of any taxes arising or resulting from or incurred in connection with such Employee Claim at
least ten calendar days before the date payment of such taxes is due from Employee, except where payment of such taxes is sooner required under the provisions of this Section 7(i). in which
case payment of such taxes (and payment, on a fully grossed-up after tax basis, of any costs and expenses required to be paid under this Section 7(i) shall be made within the
time and in the manner otherwise provided in this Section 7(i). 


        (j)    For
purposes of this Agreement, the term "Final Determination" shall mean (A) a decision, judgment, decree or other order by a court or other tribunal with
appropriate jurisdiction, which has become final and non-appealable; (B) a final and binding settlement or compromise with an 


13







 



administrative
agency with appropriate jurisdiction, including, but not limited to, a closing agreement under Section 7121 of the Code; (C) any disallowance of a claim for refund or
credit in respect to an overpayment of tax unless a suit is filed on a timely basis; or (D) any final disposition by reason of the expiration of all applicable statutes of limitations. 


        (k)   For
purposes of this Agreement, the terms "tax" and "taxes" mean any and all taxes of any kind whatsoever (including, but not limited to, any and all Excise Taxes,
income taxes, and employment taxes), together with any interest thereon, any penalties. additions to tax, or additional amounts with respect to such taxes and any interest in respect of such
penalties, additions to tax, or additional amounts. 


        Section 8.    Expenses of Enforcement.    


        Upon
demand by Employee made to Employer, Employer shall reimburse Employee for the reasonable expenses (including attorneys' fees and expenses), up to an aggregate of $50,000 for any
and all claims or actions incurred by Employee after a Change in Control in enforcing or seeking to enforce the payment of any amount or other benefit to which Employee shall have become entitled
under this Agreement as a result of the termination of Employee's employment with Employer within two (2) years after such Change in Control, including, but not limited to, those incurred in
connection with any arbitration concerning same initiated pursuant to Section 14 (regardless of the outcome of such arbitration). In the event the arbitration is decided in whole or in part in
favor of Employee, Employer will reimburse Employee for his reasonable costs and expenses of the arbitration (including reasonable attorneys' fees), pursuant to Section 14, without reference to
the $50,000 limitation. To the extent that any such reimbursement would be subject to the Excise Tax, then Employee shall be entitled to receive Gross-Up Payments in an amount such that
after payment by Employee of all taxes imposed on such Gross-Up Payments. Employee retains an amount equal to the Excise Tax imposed upon the reimbursement, and the other provisions of
Section 7 hereof shall also apply to such circumstance unless the context thereof otherwise indicates. 



        Section 9.    No Obligation to Mitigate: No Rights of Offset.    


        (a)   Notwithstanding
anything herein to the contrary, Employee shall not be required to mitigate the amount of any payment or other benefit required to be paid to Employee
pursuant to this Agreement, whether by seeking other employment or otherwise, nor shall the amount of any such payment or other benefit be reduced on account of any compensation earned by Employee as
a result of employment by another person. 


        (b)   Employer's
obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any setoff,
counterclaim, recoupment, defense or other claim, right or action which Employer may have against Employee or others. 


        Section 10.    No Effect on Other Rights.    


        Nothing
in this Agreement shall prevent or limit Employee's continuing or future participation in any plan, program, policy or practice of or provided by Employer or any of its
affiliates and subsidiaries and for which Employee may qualify, nor shall anything herein limit or otherwise affect such rights as Employee may have under any stock option or other agreements with
Employer or any of its affiliates and subsidiaries. Amounts which are vested benefits or which Employee is otherwise entitled to receive under any plan, program, policy or practice of or provided by,
or any other contract or agreement with, Employer or any of its affiliates and subsidiaries at or subsequent to the Date of Termination shall be payable or otherwise provided in accordance with such
plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement. 


14







 



        Section 11.    Successors: Binding Agreement.    


        (a)   This
Agreement is personal to Employee and without the prior written consent of Employer shall not be assignable by Employee otherwise than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. 


        (b)   This
Agreement shall inure to the benefit of and be binding upon Employer and its successors and assigns. 



        (c)   Employer
will require any successor (whether direct or indirect, by purchase, merger, amalgamation, consolidation or otherwise) to all or substantially all of the
business and/or assets of Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession
had taken place. As used in this Agreement, "Employer" shall mean Employer as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by execution and delivery of the agreement provided for in this Section 11(c) or which otherwise becomes bound by the terms and provisions of this Agreement by operation of law or
otherwise. 


        Section 12.    Non-Solicitation: No Hire.    


        (a)   Employee
agrees that, effective as of the Effective Date and for a period that includes the term of this Agreement and (i) twelve (12) months thereafter in
the event of a termination of Employee's employment with Employer described in Section 6(d), or (ii) six (6) months thereafter in all other events (such applicable period being
referred to herein as the "Non- Compete Period"), Employee shall not, without the prior written consent of Employer, which shall not be unreasonably withheld, directly or indirectly,
anywhere in the world, engage, invest, own any interest, or participate in, consult with, render services to, or be employed by any business, person, firm or entity that is in competition with the
"Business" (as defined in Section 12(d)) of Employer or any of its subsidiaries or affiliates, except for the account of Employer and its subsidiaries and affiliates;  provided, however, that during
the Non-Compete Period Employee may acquire, solely as a passive investment, not more than five percent  (5%) of the outstanding shares or other units of any security of any entity subject to the
requirements of Section 13 or 15(d) of the Exchange
Act. Employee acknowledges that a remedy at law for any breach or attempted breach of this covenant not to compete will be inadequate and further agrees that any breach of this covenant not to compete
will result in irreparable harm to Employer, and, accordingly, Employer shall, in addition to any other remedy that may be available to it, be entitled to specific performance and temporary and
permanent injunctive and other equitable relief (without proof of actual damage or inadequacy of legal remedy) in case of any such breach or attempted breach. Employee acknowledges that this covenant
not to compete is being provided as an inducement to Employer to enter into this Agreement and that this covenant not to compete contains reasonable limitations as to time, geographical area and scope
of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Employer. Whenever possible, each provision of this covenant
not to compete shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this covenant not to compete shall be prohibited by or be invalid under
applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this covenant not to compete. If any provision of
this covenant not to compete shall, for any reason, be judged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder
of this covenant not to compete but shall be confined in its operation to the provision of this covenant not to compete directly involved in the controversy in which such judgment shall have been
rendered. In the event that the provisions of this covenant not to compete should ever be deemed to exceed the time or geographic limitations permitted by applicable 


15







 



laws,
then such provision shall be reformed to the maximum time or geographic limitations permitted by applicable law. 


        (b)   In
addition to the restrictions set forth in Section 12(a). Employee agrees that, effective as of the Effective Date and for a period that includes the term of
this Agreement and twelve (12) months thereafter. Employee will not, either directly or indirectly, (i) make known to any person, firm or entity that is in competition with the Business
of Employer or any of its subsidiaries or affiliates the names and addresses of any of the suppliers or customers of Employer or any of its subsidiaries or affiliates, potential customers of Employer
or any of its subsidiaries or affiliates upon whom Employer or any of its subsidiaries or affiliates has called upon in the last twelve (12) months or contacts of Employer or any of its
subsidiaries or affiliates or any other information pertaining to such persons, or (ii) call on, solicit, or take away, or attempt to call on, solicit or take away any of the suppliers or
customers of Employer or any of its subsidiaries or affiliates, whether for Employee or for any other person, firm or entity. 


        (c)   Regardless
of the reason for any termination of Employee's employment, effective as of the Effective Date and for a period that includes the term of this Agreement and
twelve (12) months thereafter, Employee will not, either on his own account or for any other person, firm, partnership, corporation. or other entity (i) solicit any employee of Employer
or any of its subsidiaries or affiliates to leave such employment; or (ii) induce or attempt to induce any such employee to breach her or his employment agreement with Employer or any of its
subsidiaries or affiliates. 


        (d)   As
used in this Agreement, "Business" means the business of acquiring, processing and/or interpreting geophysical data and/or producing and/or conducting geophysical
surveys, including, but not limited to, (x) the business of surface seismic acquisition and/or surface seismic data processing and/or interpretation for the purpose of providing and/or
interpreting seismic images of the subsurface of the earth, and (y) the following activities and services: (i) all forms of surface land, marine, ocean bottom cable and transition zone
seismic data acquisition; (ii) all forms of surface seismic data processing, including the processing of two, three and/or four dimensional vertical seismic profiling; (iii) recording of
data from wellbore seismic arrays performed during simultaneous acquisition of surface two, three and/or four dimensional data: (iv) trenched in, buried near surface or seabed permanent array
installation and acquisition; (v) surface seismic acquisition, processing, interpretation and/or sales, in each case, of multi-client surveys; (vi) maintenance of surface seismic data
processing centers, including licensing and support of surface seismic processing software: (vii) equipment design and manufacture for surface seismic acquisition, processing and
interpretation; (viii) research and development programs for any of the items described in this Section 12(d) and seismically-assisted reservoir solutions, including software relating
thereto; (ix) surface seismic data management services; (x) interpretation activities related to or in support of acquisition and processing activities described in this
Section 12(d); (xi) borehole seismic acquisition and installation and acquisition of data from wellbore seismic arrays; (xii) reservoir management; (xiii) commercial
seismically-assisted reservoir solutions: and (xiv) non-seismic data management and non-seismic dynamic reservoir characterization and performance prediction. 


        Section 13.    Miscellaneous.    



        (a)   All
notices and other communications required or permitted hereunder or necessary or convenient in connection herewith will be in writing and will be delivered by hand
or by registered or certified mail, return receipt requested to the addresses set forth below in this Section 13(a): 



If
to Employer, to: 



Global
Geophysical Services, Inc.

Attention: President

3535 Briarpark Drive, Suite 200





16







 


Houston,
Texas 77042

Fax: (713) 972-1008 




If
to Employee, to: 



Thomas
J. Fleure

15515 Dawnbrook

Houston, Texas 77068 





or
to such other names or addresses as Employer or Employee, as the case may be. designate by notice to the other party hereto in the manner specified in this Section. 



        (b)   This
Agreement (including the Exhibits attached hereto) supersedes, replaces and merges all previous agreements and discussions relating to the same or similar subject
matters between Employee and Employer or any of its subsidiaries or affiliates and constitutes the entire agreement between Employee and Employer or any of its subsidiaries or affiliates with respect
to the subject matter of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of
Employer or by any written agreement unless signed by an officer of Employer who is expressly authorized by Employer to execute such document and by the Employee. 



        (c)   If
any provision of this Agreement or application thereof to anyone or under any circumstances should be determined to be invalid or unenforceable, such invalidity or
unenforceability will not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application. In addition, if any
provision of this Agreement is held by an arbitration panel or a court of competent jurisdiction to be invalid, unenforceable, unreasonable, unduly restrictive or overly broad, the parties intend that
such arbitration panel or court modify said provision so as to render it valid, enforceable, reasonable and not unduly restrictive or overly broad. 



        (d)   The
internal laws of the State of Texas will govern the interpretation, validity, enforcement and effect of this Agreement without regard to the place of execution or
the place for performance thereof. 


        Section 14.    Arbitration.    


        a)    Any
and all disputes or disagreements concerning the interpretation or application of this Agreement. or the validity thereof shall be finally resolved by arbitration in
accordance with the then current CPR Rules for Non-Administered Arbitration by a sole arbitrator. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C.
§§ 1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Unless otherwise expressly agreed in
writing by the parties to the arbitration proceedings: 



        (1)   The
arbitration proceedings shall be held in Houston, Texas; 


        (2)   Any
procedural issues not determined under the arbitral rules selected pursuant to this Agreement shall be determined by the law of the place of arbitration, other than
those laws which would refer the matter to another jurisdiction; 


        (3)   The
costs of the arbitral proceedings (including attorneys' fees and costs) shall be borne in the manner determined by the arbitrator; 


        (4)   The
decision of the arbitrator shall be: reduced to writing and presented with detailed reasons; final and binding without the right of appeal; the sole and exclusive
remedy regarding any claims, counterclaims, issues, or accounting presented to the arbitrator; made and promptly paid in U.S. dollars free of any deduction or offset; and any costs or fees incident to
enforcing the award, 



17







 




shall,
to the maximum extent permitted by law, be charged against the Party resisting such enforcement; 


        (5)   The
arbitrator is not empowered to award damages in excess of compensatory damages and each Party expressly waives and foregoes any right to punitive, exemplary or
similar damages unless a statute requires that compensatory damages be increased in a specified manner; and 



        (6)   The
award shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitral award, and from the date of the award until
paid in full, at a rate of interest to be determined by the arbitrator. 




        (b)   Notwithstanding
the provisions of Section 14(a), Employer may, if it so chooses, bring an action in any court of competent jurisdiction for injunctive relief to
enforce Employee's obligations under Sections 3(b), 3(c). 3(d) or 12 hereof. 


(SIGNATURES
ON FOLLOWING PAGE] 


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        IN
WITNESS WFEREOF, the undersigned, intending to be legally bound, have executed this Agreement as to be effective as of the Effective Date 



	EMPLOYER:	 	EMPLOYEE:
	

By:	
 	

    
	
 	

    





19











QuickLinks



Exhibit 10.19


EMPLOYMENT AGREEMENT

WITNESSETH