APPROACH USED FOR THE COMPANY'S OTHER SENIOR EXECUTIVES, AS DETERMINED BY THE
COMPENSATION COMMITTEE.
WITH RESPECT TO ANY EQUITY COMPENSATION AND PERFORMANCE
AWARD GRANTS THAT MAY BE GRANTED TO THE EXECUTIVE BY THE COMPANY, TO THE EXTENT
PERMITTED UNDER APPLICABLE FRENCH LAW, SUCH GRANTS SHALL INCLUDE PROVISIONS THAT
ALLOW THE EXECUTIVE TO CONTINUE TO VEST IN SUCH AWARDS FOLLOWING THE TERMINATION
OF HIS EMPLOYMENT IN THE EVENT OF A TERMINATION OF EMPLOYMENT WITHOUT CAUSE AT
ANY TIME OR TERMINATION FOR ANY REASON FOLLOWING A CHANGE IN CONTROL.
3.6
OTHER BENEFITS.
DURING HIS EMPLOYMENT HEREUNDER, THE EXECUTIVE
SHALL BE AFFORDED THE FOLLOWING BENEFITS AS INCIDENCES OF HIS EMPLOYMENT:
5
(I)
BUSINESS AND ENTERTAINMENT EXPENSES.
SUBJECT TO THE COMPANY'S
STANDARD POLICIES AND PROCEDURES WITH RESPECT TO EXPENSE REIMBURSEMENT AS
APPLIED TO ITS EXECUTIVE EMPLOYEES GENERALLY, THE COMPANY SHALL REIMBURSE THE
EXECUTIVE FOR, OR PAY ON BEHALF OF THE EXECUTIVE, REASONABLE AND APPROPRIATE
EXPENSES INCURRED BY THE EXECUTIVE FOR BUSINESS RELATED PURPOSES, INCLUDING DUES
AND FEES TO INDUSTRY AND PROFESSIONAL ORGANIZATIONS AND COSTS OF ENTERTAINMENT
AND BUSINESS DEVELOPMENT.
(II)
VACATION.
DURING EACH YEAR OF HIS EMPLOYMENT, THE EXECUTIVE
SHALL BE ENTITLED TO NOT FEWER THAN FIVE WEEKS OF PAID VACATION IN ACCORDANCE
WITH THE COMPANY'S VACATION POLICY FOR U.S.-BASED EMPLOYEES, AS IN EFFECT FROM
TIME TO TIME.
(III)
EMPLOYEE AND EXECUTIVE BENEFITS GENERALLY.
THE EXECUTIVE SHALL
BE ELIGIBLE FOR PARTICIPATION IN ALL EMPLOYEE AND EXECUTIVE BENEFITS, INCLUDING
WITHOUT LIMITATION QUALIFIED AND SUPPLEMENTAL RETIREMENT, SAVINGS AND DEFERRED
COMPENSATION PLANS, MEDICAL AND LIFE INSURANCE PLANS, AND OTHER FRINGE BENEFITS,
AS IN EFFECT FROM TIME TO TIME FOR OTHER SENIOR EXECUTIVES OF THE WESTERN
HEMISPHERE SERVICES ORGANIZATION OF CGG.
ARTICLE 4
PROTECTION OF INFORMATION
4.1
CONFIDENTIAL INFORMATION.
THE EXECUTIVE SHALL HOLD IN A FIDUCIARY
CAPACITY FOR THE BENEFIT OF THE COMPANY ALL SECRET OR CONFIDENTIAL INFORMATION,
KNOWLEDGE OR DATA RELATING TO THE COMPANY OR ANY OF ITS AFFILIATES, AND THEIR
RESPECTIVE BUSINESSES, WHICH SHALL HAVE BEEN OBTAINED BY THE EXECUTIVE DURING
THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR ANY OF ITS AFFILIATES AND WHICH
SHALL NOT BE OR BECOME PUBLIC KNOWLEDGE (OTHER THAN BY ACTS BY THE EXECUTIVE OR
REPRESENTATIVES OF THE EXECUTIVE IN VIOLATION OF THIS AGREEMENT) (REFERRED TO
HEREIN AS "CONFIDENTIAL INFORMATION").
FOLLOWING THE TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON, THE EXECUTIVE SHALL NOT,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR AS MAY OTHERWISE BE REQUIRED
BY LAW OR LEGAL PROCESS, COMMUNICATE OR DIVULGE ANY SUCH CONFIDENTIAL
INFORMATION TO ANYONE OTHER THAN THE COMPANY AND THOSE DESIGNATED BY IT.
IN NO
EVENT SHALL AN ASSERTED VIOLATION OF THE PROVISIONS OF THIS SECTION 4.1
CONSTITUTE A BASIS FOR DEFERRING OR WITHHOLDING ANY AMOUNTS OTHERWISE PAYABLE TO
THE EXECUTIVE UNDER THIS AGREEMENT.
ALSO, WITHIN 14 DAYS AFTER THE TERMINATION
OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE SHALL RETURN TO COMPANY
ALL DOCUMENTS AND OTHER TANGIBLE ITEMS CONTAINING COMPANY INFORMATION WHICH ARE
IN THE EXECUTIVE'S POSSESSION, CUSTODY OR CONTROL.
4.2
REMEDIES.
THE EXECUTIVE ACKNOWLEDGES THAT MONEY DAMAGES WOULD