BENEFIT; OR ANY OTHER FEDERAL,
STATE, EXECUTIVE ORDER, OR REGULATION REGARDING EMPLOYMENT OR TERMINATION OF
EMPLOYMENT, OR COMMON LAW OF ANY STATE RELATING TO TORTS, EMPLOYMENT CONTRACTS,
AND EMPLOYMENT TERMINATIONS BEFORE ANY STATE OR FEDERAL COURT OR ADMINISTRATIVE
AGENCY, CIVIL RIGHTS AGENCY, OR ANY OTHER FORUM. THIS RELEASE WILL NOT IMPAIR
YOUR RIGHT, IF ANY, TO CONTINUED HEALTH CARE BENEFITS COVERAGE UNDER COBRA, 29
U.S.C. §§ 1161-68, TO ANY VESTED RIGHTS UNDER ANY RETIREMENT PLAN MAINTAINED BY
THE COMPANY, OR TO ANY RIGHTS CREATED UNDER THIS LETTER AGREEMENT.
2.
REVIEW AND REVOCATION.
YOU HAVE
TWENTY-ONE (21) DAYS TO REVIEW AND CAREFULLY CONSIDER THIS LETTER AGREEMENT
BEFORE SIGNING IT AND YOU HAVE AN ADDITIONAL SEVEN (7) DAYS AFTER SIGNING AND
RETURNING THE LETTER AGREEMENT TO THE UNDERSIGNED TO REVOKE THIS LETTER
AGREEMENT.
DURING THIS TWENTY-ONE DAY PERIOD, YOU SHOULD CONSULT WITH AN
ATTORNEY OF YOUR CHOOSING, AT YOUR EXPENSE, TO REVIEW THIS PROPOSAL.
IF YOU
WISH TO REVOKE THIS LETTER AGREEMENT, YOU MUST DELIVER WRITTEN NOTICE OF SUCH
REVOCATION WITHIN SEVEN (7) DAYS AFTER SIGNING AND RETURNING IT TO THE
UNDERSIGNED. IF YOU DO NOT SIGN AND RETURN THE LETTER AGREEMENT WITHIN
TWENTY-ONE (21) DAYS AFTER THE DATE HEREOF, OR IF YOU REVOKE THE LETTER
AGREEMENT IN ACCORDANCE WITH THE FOREGOING, THE LETTER AGREEMENT WILL BECOME
NULL AND VOID.
THE SETTLEMENT PURSUANT TO THIS LETTER WILL BECOME EFFECTIVE
SEVEN (7) DAYS AFTER YOU SIGN AND RETURN THIS LETTER TO THE UNDERSIGNED UNLESS
YOU REVOKE IT WITHIN THE SEVEN-DAY PERIOD
3.
SUCCESSORS AND ASSIGNS. THIS LETTER
AGREEMENT IS BINDING ON THE COMPANY AND ITS SUCCESSORS AND ON YOU AND YOUR HEIRS
AND REPRESENTATIVES. YOUR RIGHTS AND OBLIGATIONS HEREUNDER ARE PERSONAL AND MAY
NOT BE ASSIGNED.
IN THE EVENT OF YOUR DEATH PRIOR TO AUGUST 1, 2009, YOUR
SEVERANCE BENEFITS WILL BE PAYABLE TO, AND WILL INURE TO THE BENEFIT OF, FIRST,
YOUR WIFE, AND SECOND, IF SHE FAILS TO SURVIVE YOU UNTIL SEPTEMBER 1, 2009, YOUR
ESTATE AND HEIRS.
4.
GOVERNING LAW AND VENUE.
THIS LETTER
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS, WITHOUT REGARD TO PRINCIPALS OF CONFLICT OF LAWS.
THE PARTIES
AGREE THAT ANY DISPUTE RELATING TO YOUR EMPLOYMENT, THE TERMINATION THEREOF OR
ANY OF THE TERMS OR CONDITIONS OF THIS LETTER AGREEMENT SHALL BE RESOLVED WITHIN
THE EXCLUSIVE VENUE OF A STATE COURT IN HARRIS COUNTY, TEXAS OR THE UNITED
STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION.
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If you wish to accept the forgoing proposal and agree that its
terms and shall be binding
in accordance with the provisions of this letter,
please sign in the space provided below and return it to the undersigned.
Sincerely,
GEOKINETICS INC.
By:
/s/ William R. Ziegler
William R. Ziegler,
Chairman of the Board of Directors
I hereby accept the foregoing proposal this the 15th day of
August, 2007.
/s/ David A. Johnson
David A. Johnson
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