HEREUNDER AT ANY TIME PRIOR TO EXPIRATION
OF THE TERM OF EMPLOYMENT AS PROVIDED IN SECTION 2.1, IT OR HE SHALL DO SO BY
GIVING WRITTEN NOTICE TO THE OTHER PARTY THAT IT OR HE HAS ELECTED TO TERMINATE
THE EXECUTIVE'S EMPLOYMENT HEREUNDER AND STATING THE EFFECTIVE DATE AND REASON
FOR SUCH TERMINATION (AND, IN THE CASE OF A NOTICE BY THE COMPANY, SUCH NOTICE
SHALL COMPLY WITH SECTION 2.2), PROVIDED THAT NO SUCH ACTION SHALL ALTER OR
AMEND ANY OTHER PROVISIONS HEREOF OR RIGHTS ARISING HEREUNDER, INCLUDING,
WITHOUT LIMITATION, THE PROVISIONS OF ARTICLE 4.
ARTICLE 3
COMPENSATION AND BENEFITS
3.1
BASE SALARY.
DURING HIS EMPLOYMENT HEREUNDER, THE EXECUTIVE SHALL
RECEIVE A MINIMUM ANNUAL BASE SALARY OF $370,000. THE COMPANY SHALL REVIEW THE
EXECUTIVE'S ANNUAL BASE SALARY ON AN ANNUAL BASIS AND MAY, IN ITS SOLE
DISCRETION, INCREASE, BUT NOT DECREASE, THE EXECUTIVE'S ANNUAL BASE SALARY, AND
REFERENCES IN THIS AGREEMENT TO "ANNUAL BASE SALARY" SHALL REFER TO ANNUAL BASE
SALARY AS SO INCREASED.
THE EXECUTIVE'S ANNUAL BASE SALARY SHALL BE PAID IN
EQUAL INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S STANDARD POLICY REGARDING
PAYMENT OF COMPENSATION TO EXECUTIVES IN THE UNITED STATES OF AMERICA ("U.S.")
BUT NO LESS FREQUENTLY THAN MONTHLY.
3.2
SIGNING BONUS PAYMENTS.
ON THE EFFECTIVE DATE, THE COMPANY SHALL
PAY TO THE EXECUTIVE A LUMP SUM CASH PAYMENT IN AN AMOUNT (THE "FIRST SIGNING
BONUS PAYMENT") EQUAL TO $1,197,000.
ON THE FIRST ANNIVERSARY OF THE EFFECTIVE
DATE, THE COMPANY SHALL PAY TO THE EXECUTIVE AN AMOUNT EQUAL TO THE AMOUNT
REQUIRED TO BE PAID PURSUANT TO THE PRECEDING SENTENCE (THE "SECOND SIGNING
BONUS PAYMENT").
FOR SAKE OF CLARITY, THE PARTIES AGREE THAT THE PAYMENTS AND
BENEFITS TO BE PROVIDED PURSUANT TO THIS SECTION 3.2 AND SECTION 3.3 SHALL BE
ABSOLUTELY UNCONDITIONAL WITH REGARD TO THE EXECUTIVE AND WILL SPECIFICALLY NOT
BE CONDITIONED UPON A TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY
OR, WITH RESPECT TO THE PAYMENT OF THE SECOND SIGNING BONUS PAYMENT", THE
CONTINUED EMPLOYMENT OF EXECUTIVE WITH THE COMPANY OR ANY OF ITS AFFILIATES
(INCLUDING, AFTER THE MERGERS (AS DEFINED IN THE MERGER AGREEMENT), CGG OR ANY
OF ITS AFFILIATES), AND SHALL BE CONDITIONED SOLELY UPON THE OCCURRENCE OF THE
CLOSING PURSUANT TO THE MERGER AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN, NEITHER THE FIRST SIGNING BONUS PAYMENT NOR THE SECOND SIGNING
BONUS PAYMENT SHALL BE PAID PRIOR TO JANUARY 1, 2007.
3.3
EFFECT OF CLOSING ON PRIOR EQUITY COMPENSATION.
EFFECTIVE
IMMEDIATELY UPON THE CLOSING PURSUANT TO THE MERGER AGREEMENT AND UNTIL THE
MERGER I EFFECTIVE TIME (AS DEFINED IN THE MERGER AGREEMENT), (A) EACH OPTION TO
ACQUIRE COMMON STOCK OR OTHER EQUITY SECURITIES OF THE COMPANY HELD BY EXECUTIVE
IMMEDIATELY PRIOR TO SUCH CLOSING 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 (B) ALL RESTRICTIONS ON ANY
RESTRICTED COMMON STOCK OR OTHER EQUITY SECURITIES OF THE COMPANY GRANTED TO
EXECUTIVE PRIOR TO THE SUCH CLOSING