PARTY HERETO, SHALL BE SUBJECT TO VOLUNTARY OR INVOLUNTARY
ASSIGNMENT, ALIENATION OR TRANSFER, WHETHER BY OPERATION OF LAW OR OTHERWISE,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
8.14
TERM.
EXCEPT AS PROVIDED IN SECTIONS 8.3 AND 8.17:
(I) THIS
AGREEMENT HAS A TERM CO-EXTENSIVE WITH THE TERM OF EMPLOYMENT PROVIDED IN
SECTION 2.1; (II) TERMINATION OF THIS
16
AGREEMENT SHALL NOT AFFECT ANY RIGHT OR OBLIGATION OF ANY PARTY WHICH IS ACCRUED
OR VESTED PRIOR TO SUCH TERMINATION; AND (III) WITHOUT LIMITING THE SCOPE OF THE
FOREGOING CLAUSE (II), THE PROVISIONS OF SECTION 3.2, AND ARTICLES 4, 5, 6 AND 7
SHALL SURVIVE ANY TERMINATION OF THE EMPLOYMENT RELATIONSHIP AND/OR OF THIS
AGREEMENT.
8.15
EFFECT OF AGREEMENT; ENTIRE AGREEMENT.
THIS AMENDMENT SHALL BE OF
NO FORCE OR EFFECT IF THE CLOSING UNDER THE MERGER AGREEMENT DOES NOT OCCUR.
EXCEPT AS PROVIDED IN THE WRITTEN BENEFIT PLANS AND PROGRAMS AND AGREEMENTS
REFERENCED IN ARTICLE 3, SECTION 7.5, THE WRITTEN AWARD AGREEMENTS BETWEEN THE
COMPANY AND THE EXECUTIVE EVIDENCING AWARDS HERETOFORE MADE TO THE EXECUTIVE
UNDER THE ANY INCENTIVE OR EQUITY PARTICIPATION PLANS, OR ANY SIGNED WRITTEN
AGREEMENT CONTEMPORANEOUSLY OR HEREAFTER EXECUTED BY THE COMPANY AND THE
EXECUTIVE, THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH
REGARD TO THE SUBJECT MATTER HEREOF, AND CONTAINS ALL THE COVENANTS, PROMISES,
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO
EMPLOYMENT OF THE EXECUTIVE BY THE COMPANY.
WITHOUT LIMITING THE SCOPE OF THE
PRECEDING SENTENCE, ALL PRIOR UNDERSTANDINGS AND AGREEMENTS AMONG THE PARTIES
HERETO RELATING TO THE SUBJECT MATTER HEREOF (INCLUDING, WITHOUT LIMITATION, THE
ORIGINAL AGREEMENT, EXCEPT AS PROVIDED IN SECTION 7.5) ARE HEREBY NULL AND VOID
AND OF NO FURTHER FORCE AND EFFECT.
ANY MODIFICATION OF THIS AGREEMENT WILL BE
EFFECTIVE ONLY IF IT IS IN WRITING AND SIGNED BY THE PARTY TO BE CHARGED.
8.16
CERTAIN REPRESENTATIONS AND ACKNOWLEDGEMENTS.
THE EXECUTIVE HEREBY
REPRESENTS AND WARRANTS TO THE COMPANY THAT, AS OF THE EFFECTIVE DATE, HE IS NOT
A PARTY TO ANY EMPLOYMENT OR OTHER AGREEMENT WITH ANY THIRD PARTY WHICH WOULD
PRECLUDE HIM FROM CONTINUING EMPLOYMENT WITH THE COMPANY AND PERFORMING HIS
OBLIGATIONS UNDER THIS AGREEMENT NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN
OR IN THE ORIGINAL AGREEMENT, THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR ANY
OF ITS AFFILIATES ON OR AFTER THE CLOSING UNDER THE MERGER AGREEMENT SHALL NOT
BE CONSIDERED A VIOLATION OF ANY OBLIGATION OWED BY EXECUTIVE TO THE COMPANY,
CGG OR ANY OF THEIR RESPECTIVE AFFILIATES.
8.17
INDEMNIFICATION.
THE COMPANY AGREES TO INDEMNIFY THE EXECUTIVE
WITH RESPECT TO ANY ACTS OR OMISSIONS HE MAY COMMIT DURING THE PERIOD DURING
WHICH HE IS AN OFFICER, DIRECTOR AND/OR EMPLOYEE OF THE COMPANY OR ANY AFFILIATE
THEREOF, AND TO PROVIDE HIM WITH COVERAGE UNDER ANY DIRECTORS' AND OFFICERS'
LIABILITY INSURANCE POLICIES, IN EACH CASE ON TERMS NOT LESS FAVORABLE THAN
THOSE PROVIDED TO ANY OF ITS OTHER DIRECTORS AND OFFICERS AS IN EFFECT FROM TIME
TO TIME.
8.18
ARBITRATION.
(I)
THE COMPANY AND THE EXECUTIVE AGREE TO