EMPLOYMENT AGREEMENT

 

 

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of October 25, 2012 (the “Effective Date”), by and between Global Geophysical Services, Inc., a Delaware Corporation (“GGS” or “Company”), and Richard C. White (“Executive”). Executive and the Company are collectively referred to in this Agreement as the “Parties” and individually as a “Party.”

 

 

WHEREAS, Executive is to be employed as President and Chief Executive Officer of the Company;

 

WHEREAS, it is the desire of the Company to engage Executive as President and Chief Executive Officer of the Company;

 

WHEREAS, Executive desires to be employed with the Company on the terms herein provided; and

 

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the Parties agree as follows:

 

 

1. Term. Beginning on the Effective Date, the Company employs Executive, and Executive accepts such employment, on the terms and conditions set forth in this Agreement, for the period (the “Term”) commencing on the Effective Date and expiring at the earlier to occur of (a) the second anniversary of the Effective Date or (b) the Termination Date (as defined in Section 4). Beginning on the second anniversary of the Effective Date, this Agreement shall be automatically renewed on each anniversary of the Effective Date for additional twelve (12) month terms, unless either the Company or Executive provides written notice of election not to renew, at least six (6) months before the applicable renewal date.

 

2. Duties as Executive of the Company. Subject to the Agreement’s terms, Executive agrees to serve as the President and Chief Executive Officer of the Company and act in the ordinary course of its business with all the powers reasonably incident to the position or other responsibilities or duties that may be from time to time assigned to Executive by the Company’s Board of Directors (hereafter “GGS Board of Directors”).

 

3. Compensation and Related Matters.

 

(a) Base Salary. Executive shall receive an initial Base Salary (defined below) paid by the Company of $360,000.00 per year during the Term. Executive’s Base Salary

 

(b) Sign-On Bonus.  Executive shall be entitled to a sign-on bonus in the amount of $42,500 (the “Sign-On Bonus”), with 50% of the Sign-On Bonus payable on or before December 31, 2012 and the remaining 50% of the Sign-On Bonus payable on or after January 1, 2013 and on or before March 31, 2013.

 

(c) Bonuses. Executive shall be entitled to receive at least one cash bonus annually (the “Annual Bonus”) for his service to GGS, paid on or before December 31st of each year, in an amount to be determined by GGS, within its sole discretion, provided that each such bonus payment shall not be less than one-third (1/3) of Executive’s current year Base Salary.

 

(d) Long-Term Incentive.  In connection with his initial employment, Executive shall receive an award of restricted stock pursuant to the Global Geophysical Services, Inc. Amended and Restated 2006 Incentive Compensation Plan (the “Plan”) with a grant date value of $1,000,000, subject to the terms and conditions set forth in the applicable award agreement and this Agreement (including customary vesting based on continued employment over three years).

 

(e) Expenses. During the Term, Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him, in accordance with the policies and procedures established by the Company, in performing services under this Agreement and during his employment with the Company, provided that Executive properly accounts for the expenses in accordance with Company policies. The amount of expenses eligible for reimbursement during a calendar year shall not affect the expenses eligible for reimbursement in any other calendar year. Reimbursement of eligible expenses shall be made on or before the last day of the calendar month following the calendar month in which the expenses were incurred, or as otherwise provided in the Company’s business expense reimbursement policy.

 

The Company shall promptly reimburse Executive for all legal expenses that Executive has incurred in connection with the negotiation and drafting of this Agreement and other agreements related to Executive’s initial employment by the Company, up to a maximum reimbursement amount of $20,000.  Executive shall submit all invoices for such incurred expenses to the Company no later than 30 days prior to the end of the taxable year following the taxable year in which they were incurred.  The Company shall reimburse Executive for such expenses within 14 days of receipt of such invoices.

 

(f) Other Benefits. From time to time, the Company may make available other compensation and employee benefit plans and arrangements. Executive shall be eligible to participate in such other compensation and employee benefit plans and arrangements in which executives at or above the level of senior vice president participate, subject to and on a basis

 

(g) Vacation. Executive shall be entitled to at least twenty-five (25) days of vacation each year of full employment during the Term, exclusive of holidays, as long as the scheduling of Executive’s vacation does not interfere with the Company’s normal business operation. Vacation will accrue and forfeit as provided by the terms of the Company’s policy governing vacation, as that policy is updated or revised from time to time in the Company’s sole discretion. For purposes of this Section, weekends shall not count as Vacation days. Executive shall also be entitled to all paid holidays given by the Company.

 

(h) Proration. The Base Salary payable to Executive hereunder in respect of any calendar year during which Executive is employed by the Company for less than the entire year shall be prorated in accordance with the total number of calendar days in such calendar year during which he is so employed.

 

4. Termination.

 

(a) Definitions.

 

(1) “Cause” shall mean:

 

(i) Executive’s failure or refusal to substantially perform his material duties, responsibilities and obligations, other than a failure resulting from Executive’s incapacity due to physical or mental illness, which failure continues for a period of at least thirty (30) days after a detailed written notice of alleged Cause and a demand for substantial performance has been delivered to Executive specifying the manner in which Executive has failed substantially to perform;

 

(ii) any intentional act involving fraud, misrepresentation, theft, embezzlement, or dishonesty on a material matter which actually results in harm to the Company;

 

(iii) conviction of or a plea of nolo contendere to an offense which is a felony or which is a misdemeanor that involves fraud; or

 

(iv) a material breach of this Agreement by Executive.

 

Regarding Sections 4(a)(1)(i), (ii) and (iv), the Company shall provide written notice to Executive describing the specific facts of any alleged Cause event within thirty (30) days of any such Cause event and Executive shall thereafter have thirty (30) calendar days to cure the Cause event to the

 

(2) A “Disability” or “Disabled” shall mean the inability of Executive to substantially engage in the duties that he is normally expected to perform in his role at the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than three (3) months. Executive shall be considered to have a Disability (i) if he is determined to be totally disabled by the Social Security Administration or (ii) if he is determined to be disabled under GGS’s long-term disability plan in which Executive participates and if such plan defines “disability” in a manner that is consistent with the immediately preceding sentence.

 

(3) A “Good Reason” shall mean any of the following (without Executive’s express written consent):

 

(i) a material diminution in Executive’s Base Salary;

 

(ii) a change in the location where Executive is expected or required the majority of Executive’s job duties at the time Executive executes this Agreement (“Base Location”) to a location that is more than twenty (20) miles from the Base Location, without Executive’s written consent, except for travel reasonably required of Executive on the Company’s business;

 

(iii) a substantial and adverse diminution in Executive’s duties, authority, responsibility or position with the Company;

 

(iv) any breach by the Company of any material provision of this Agreement.

 

In order to be eligible for payment on account of a Good Reason termination, Executive must: (i) provide written notice to the Company within 90 days following the first event or condition which gives rise to his claim of Good Reason under this section; (ii) provide the Company 30 days from the date of such notice in which to “cure” such event or condition and (iii) actually terminate employment within 30 days following the expiration of the cure period.

 

(4) “Termination Date” shall mean the date Executive’s employment with the Company terminates or is terminated for any reason under this Agreement, and which constitutes a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, or any regulations or Treasury guidance promulgated under Section 409A (the “Code”).

 

(b) Termination Without Cause or for Good Reason: Benefits. In the event the Company involuntarily terminates Executive’s employment with the Company without Cause or if Executive terminates employment with the Company for Good Reason, this Agreement shall terminate, but Executive shall be entitled to the following severance benefits:

 

(1) Payment of accrued but unpaid Base Salary and unreimbursed business expenses through the Termination Date in accordance with Sections 3(a) and 3(e) and

(2) An amount equal to any unpaid portion of the Sign-On Bonus plus two (2) times the sum of (i) Executive’s Base Salary at the rate in effect immediately before the Termination Date and (ii) the greater of (A) the average Annual Bonus for the prior two years or (B) fifty percent (50%) of Executive’s Base Salary, at the rate in effect immediately before the Termination Date (the “Severance Payment”), payable in a lump sum to Executive within ten (10) days after Executive executes the Release referenced in Section 6; and

 

(3) Full vesting of all unvested equity awards outstanding on the Termination Date after Executive executes the Release referenced in Section 6.

 

(c) Termination In Event of Death: Benefits. If Executive’s employment with the Company is terminated by reason of Executive’s death during the Term, this Agreement shall terminate but Executive’s legal representatives shall be entitled to the following severance benefits:

 

(1) Payment of accrued but unpaid Base Salary and unreimbursed business expenses through the Termination Date in accordance with Sections 3(a) and 3(e) and the amount of any Annual Bonus under Section 3(c) that relates to a prior year and that is unpaid as of the Termination Date. The accrued but unpaid Base Salary and Annual Bonus shall be paid to Executive’s legal representatives in a lump sum in cash within six (6) days after the Termination Date. Unreimbursed business expenses shall be paid to Executive’s legal representatives within the time period required by the Company’s business expense reimbursement policy;

 

 

(2) An amount equal to Executive’s Base Salary at the rate in effect immediately before the Date of Termination, payable in a lump sum to Executive within ten (10) days after the Termination Date; and

 

(3) Executive shall become fully vested in all unvested equity awards outstanding on the Termination Date.

 

(e) Voluntary Termination by Executive and Termination for Cause: Benefits. Executive may terminate his employment with the Company by giving written notice of his intent and stating an effective Termination Date at least thirty (30) days after the date of such notice; provided, however, that the Company may accelerate such effective date by paying Executive through the proposed Termination Date (but not to exceed thirty (30) days). Upon such a termination by Executive or upon termination of Executive’s employment with the Company for Cause by the Company, this Agreement shall terminate, but the Company shall pay to Executive all accrued Base Salary and all unreimbursed business expenses through the Termination Date in accordance with Sections 3(a) and 3(c). The accrued but unpaid Base Salary shall be paid to Executive in a lump sum in cash within six (6) days after the Termination Date or by the next regularly scheduled payday. Unreimbursed business expenses shall be paid to Executive within the time period required by the Company’s business expense reimbursement policy. Executive shall have no entitlement to any Annual Bonus for the year in which the Termination Date occurs.

 

(f) No Duty to Mitigate. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. No such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.

 

5. Non-Renewal of Agreement. If the Company or Executive elects not to renew this Agreement under the terms provided in Section 1, this Agreement shall terminate without further obligation of the Company, but the Company shall pay Executive all accrued Base Salary through the Termination Date and accrued but unpaid Base Salary and unreimbursed business expenses through the Termination Date in accordance with Sections 3(a) and 3(e). If the Company elects not to renew this Agreement, Executive shall be eligible to receive any unpaid Annual Bonus(es) attributable to prior year(s), if any, the compensation and benefits payable pursuant to Sections 4(b)(2), and 4(b)(3), and the Annual Bonus(es) for the year in which the non-renewal notice is provided. Payment of the prior year(s) Annual Bonus(es) shall be paid within thirty (30) days of any such non-renewal notification (if calculable), but in no event later than January 15 of the year following the year in which the non-renewal notice is provided. Payment of the Annual Bonus(es) for the year in which notice of non-renewal is given shall be paid by January 15th of the year following the year in which the non-renewal notice is given.

 

6. Release Agreement. Notwithstanding any provision of this Agreement to the contrary, in order to receive the Severance Payment and full vesting of equity awards under Section 4(b)(2)-(3), Executive must first execute, enter into and not revoke a reasonable release

 

7. Change in Control.  Upon the occurrence of a Change in Control (as defined in the Plan), Executive shall become fully vested in all unvested equity awards outstanding as of such date.

 

8. Certain Excise Taxes.  Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company and its affiliates will be one dollar ($1.00) less than three times Executive’s “base amount”(as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes).  The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in kind hereunder in a similar order.  The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm mutually agreed to by the Company and Executive.  If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

 

9. Non-Competition, Non-Solicitation and Confidentiality.  During Executive’s employment with the Company, the Company shall give Executive access to some or all of its Confidential Information, as defined below, that Executive has not had access to or knowledge of before the execution of this Agreement.

 

(a) Non-Competition During Employment.  Executive agrees that, in consideration for the Company’s promise to provide Executive with Confidential Information, during the Term, he will not compete with the Company by engaging in the conception, design, development, production, marketing, or servicing of any product or service that is substantially

 

(b) Conflicts of Interest.  Executive agrees that during the Term, he will not engage, either directly or indirectly, in any activity (a “Conflict of Interest”) that might adversely affect the Company, including ownership of a material investment in a competitor of the Company, ownership of a material interest in any supplier, contractor, distributor, subcontractor, customer or other entity with which the Company does business or acceptance of any material payment, service, loan, gift, trip, entertainment, or other favor from a supplier, contractor, distributor, subcontractor, customer or other entity with which the Company does business, and that Executive will promptly inform the GGS Board of Directors as to each offer received by Executive to engage in any such activity.  As used in this Section 9(b), “materiality” shall be viewed from the perspective of Executive.  Executive further agrees to disclose to the Company any other facts of which Executive becomes aware which in Executive’s good faith judgment could reasonably be expected to involve or give rise to a Conflict of Interest or potential Conflict of Interest.

 

(c) Non-Competition After Termination from Employment.  Executive agrees that, in order to protect the Company’s Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promises between the Company and Executive otherwise contained in this Agreement.  Executive agrees that Executive shall not, at any time during the Restricted Period (as hereinafter defined), within any of the markets in which the Company has sold products or services or formulated a plan to sell products or services into a market during the last twelve (12) months of Executive’s employ, engage in or contribute Executive’s knowledge to any work which is competitive with or similar to a product, process, apparatus, service, or development on which Executive worked while employed by the Company.  It is understood that the geographical area set forth in this covenant is divisible so that if this clause is invalid or unenforceable in an included geographic area, that area is severable and the clause remains in effect for the remaining included geographic areas in which the clause is valid.  For the purpose of this Agreement, “Restricted Period” means the following period (whichever is applicable):  (1) if Executive’s employment is terminated other than in a termination initiated by Executive without Good Reason, a period of two (2) years; and (2) if Executive’s employment is terminated in a termination initiated by Executive without Good Reason, a period of up to twelve (12) months, as elected by the Company within thirty (30) days following the Date of Termination by written notice to Executive (the “Election Period”), so long as, during the Election Period, the Company continues to elect, in its discretion, to pay Executive his Base Salary at the rate in effect immediately before the Date of Termination.  The Restricted Period shall commence at the time Executive ceases to be a full-time employee of the Company.

 

(d) Confidential Information. Executive agrees that he will not, except as the Company may otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon, publish or otherwise disclose to any third party any Confidential Information or

 

(e) Non-Solicitation.  To protect the Company’s Confidential Information, and in the event of Executive’s termination of employment for any reason whatsoever, whether by Executive or the Company, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promises between the Company and Executive otherwise contained in this Agreement.  Executive covenants and agrees that during Executive’s employment and thereafter during the Restricted Period, Executive will not, directly or indirectly, either individually or as a principal, partner, agent, consultant, contractor, employee or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, except on behalf of the Company, solicit business, or attempt to solicit business, and products or services competitive with products or services sold by the Company, from the Company’s clients, suppliers or customers, or those individuals or entities with whom the Company did business during Executive’s employment.  Executive further agrees that during Executive’s employment and thereafter during the Restricted Period, Executive will not, either directly or indirectly, or by acting in concert with others, solicit or influence any Company employee to leave the Company’s employment.  Notwithstanding the foregoing, the restrictions of this Section 9(e) shall not apply with respect to an officer or employee of the Company or any of its affiliates who responds to a general solicitation that is not specifically directed at officers and employees of the Company or any of their respective affiliates.

 

(f) Return of Documents, Equipment, Etc.  All writings, records, and other documents and things comprising, containing, describing, discussing, explaining, or evidencing any Confidential Information, and all equipment, components, parts, tools, and the like in Executive’s custody or possession that have been obtained or prepared in the course of Executive’s employment with the Company shall be the exclusive property of the Company, shall not be copied and/or removed from the premises of the Company, except in pursuit of the business of the Company, and shall be delivered to the Company, without Executive retaining any copies, upon notification of the termination of Executive’s employment or at any other time

 

(g) Reaffirmation of Obligations.  Upon termination of Executive’s employment with the Company, Executive, if requested by Company, shall reaffirm in writing Executive’s recognition of the importance of maintaining the confidentiality of the Company’s Confidential Information and proprietary information, and reaffirm any other obligations set forth in this Agreement.

 

(h) Prior Disclosure.  Executive represents and warrants that Executive has not used or disclosed any Confidential Information he may have obtained from the Company prior to signing this Agreement, in any way inconsistent with the provisions of this Agreement.

 

(i) No Previous Restrictive Agreements.  Executive represents that, except as disclosed in writing to the Company, Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Executive’s employment by the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party.  Executive further represents that Executive’s performance of all the terms of this Agreement and Executive’s work duties for the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Executive in confidence or in trust prior to Executive’s employment with the Company, and Executive will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or other party.

 

(j) Breach.  Executive agrees that any breach of Sections 9(a) through (f) above cannot be remedied solely by money damages, and that in addition to any other remedies Company may have, Company is entitled to obtain injunctive relief against Executive.  Nothing herein, however, shall be construed as limiting the Company’s right to pursue any other available remedy at law or in equity, including recovery of damages and termination of this Agreement and/or any termination or offset against any payments that may be due pursuant to this Agreement.

 

(k) Enforceability.  The agreements contained in this Section 9 are independent of the other agreements contained herein. Accordingly, failure of the Company to comply with any of its obligations outside of this Section do not excuse Executive from complying with the agreements contained herein.

 

(l) Survivability.  The agreements contained in this Section 9 shall survive the termination of this Agreement for any reason.

 

10. Director and Officer Positions.

 

(a) Executive agrees that, upon termination of employment, for any reason, Executive will immediately tender his resignation from any and all board or officer positions held with the Company and/or any of its direct or indirect parents or subsidiaries.

 

(b) Prior to or within 10 business days following the Effective Date, Executive shall resign from the board of directors of Geospace Technologies Corporation.

 

11. Indemnification & D&O.

 

(a) Claims. The Company shall, to the maximum extent not prohibited by law, indemnify Executive if Executive is made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company to procure a judgment in its favor (collectively, a “Proceeding”), by reason of the fact that Executive is or was a director or officer of the Company or an affiliate, or is or was serving in any capacity at the request of the Company for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) paid or incurred in connection with any such Proceeding.

 

(b) Indemnification Agreement and D&O Insurance. The Company and Executive shall, simultaneously with the execution of this Agreement, enter into an Indemnification Agreement in substantially the form as previously entered into between the Company and its directors and certain of its executive officers. In addition, the Company agrees to maintain director and officer liability insurance throughout the term of this Agreement which covers Executive and has a minimum coverage of $25,000,000 (or such higher amount as the Company and Executive shall mutually agree and can be obtained at a reasonable cost).

 

(c) Non-Exclusivity. The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 11 shall not be deemed exclusive of any other rights which Executive may now or hereafter have under any law, bylaw, constituency document, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in Executive’s official capacity and as to action in another capacity while holding such office.

 

(d) Continuation of Rights. The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 11 shall continue as to Executive after Executive has ceased to be a director, officer, or employee of the Company and shall inure to the benefit of the heirs, executors and administrators of Executive’s estate, both with respect to proceedings that are threatened, pending or completed at the date of such termination and with respect to proceedings that are threatened, pending or completed after the date.

 

(e) Enforcement. The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 11 shall be enforceable by Executive in any court of competent jurisdiction. The burden of proving that such indemnification or reimbursement or advancement of expenses is not appropriate shall be on the Company. Neither the failure of the Company (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that such indemnification or reimbursement or advancement of expenses is proper in the circumstances nor an actual determination by the Company (including its board of directors,

 

(f) Other Services. If Executive serves (i) an affiliate of the Company, or (ii) any employee benefit plan of the Company or any corporation referred to in clause (i), in any capacity, then Executive shall be deemed to be doing so at the request of the Company.

 

12. Assignment. In entering into this Agreement, the Company is relying on the unique personal services of Executive; services from another person will not be an acceptable substitute. Except as provided in this Agreement, Executive may not assign this Agreement or any of the rights or obligations set forth in this Agreement without the written consent of the Company. Any attempted assignment by Executive in violation of this Section 12 shall be void. This Agreement, and any rights and obligations hereunder, may be assigned by the Company to a successor by merger or a purchaser of substantially all of the assets of the Company.

 

13. Binding Agreement. Executive understands that his obligations under this Agreement are binding upon Executive’s heirs, successors, personal representatives, and legal representatives.

 

14. Notices. All notices pursuant to this Agreement shall be in writing and sent certified mail, return receipt requested, addressed as set forth below, or by delivering the same in person to such party, or by transmission by email (which shall not constitute notice). Notice deposited in the United States Mail, mailed in the manner described hereinabove, shall be effective upon deposit. Notice given in any other manner shall be effective only if and when received:

 

	If to Executive:	To the most recent address included in the Company’s records (as updated from time to time)
	If to the Company:	Global Geophysical Services, Inc. 13927 South Gessner Rd. Missouri City, TX 77489 Attn: Board of Directors

 

 

15. Waiver. No waiver by either Party to this Agreement of any right to enforce any term or condition of this Agreement, or of any breach hereof, shall be deemed a waiver of such right in the future or of any other right or remedy available under this Agreement.

 

16. Entire Agreement.

 

(a) Except as may be provided in the Indemnification Agreement between Executive and the Company, and any equity award agreement(s), the terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements, whether written or oral. In the event of a conflict between these agreements, it is intended that Executive shall be granted the greater of rights for his benefit(s). The Parties further intend that this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

 

(b) The Company and Executive agree that, effective as of the Effective Date, the Consulting Agreement, dated as of August 16, 2012, and amended as of October 5, 2012, to which the Company and an affiliate of Executive are parties, is hereby terminated without further right or obligation of any person thereunder or of Executive, other than (1) payment by the Company of any earned but unpaid consulting fees payable in respect of the period prior to the Effective Date, (2) the covenants of Executive set forth in Sections 4.4-4.13 thereof, (3) any indemnification obligations of the Company under Section 8.1 thereof, and (4) the obligation of the Company to provide the tax information described in Section 2.1 thereof.  At the request of the Company, Executive shall cause such affiliate to acknowledge and agree to the termination of the Consulting Agreement as provided herein in form reasonably acceptable to Executive.

 

17. Modification of Agreement. This Agreement may not be changed or modified or released or discharged or abandoned or otherwise terminated, in whole or in part, except by an instrument in writing signed by Executive and an officer or other authorized executive of the Company.

 

18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof.

 

19. Jurisdiction and Venue. With respect to any litigation regarding this Agreement, Executive and the Company agree to venue in the state or federal courts in Harris County, Texas, and agrees to waive and does hereby waive any defenses and/or arguments based upon improper venue and/or lack of personal jurisdiction. By entering into this Agreement, Executive and the Company agree to personal jurisdiction in the state and federal courts in Harris County, Texas.

 

20. Compliance With Section 409A.

 

(a) Delay in Payments. Notwithstanding anything to the contrary in this Agreement, if upon the Termination Date, any stock of the Company is publicly traded on an established securities market within the meaning of Code Section 409A, and in the opinion of reputable outside counsel engaged by the Company and acceptable to Executive, Executive is a

(b) Reformation. If any compensation or benefits provided by this Agreement may result in the application of Code Section 409A, the Company shall, in consultation with Executive, modify the Agreement in the least restrictive manner necessary in an effort to exclude such compensation from the definition of “deferred compensation” within the meaning of such Code Section 409A or in an effort to comply with the provisions of Code Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions, without any diminution in the value of the payments or benefits to Executive. Notwithstanding the foregoing, the Company shall not be required to assume any increased economic burden.

 

(c) Overall Compliance. In the event that it is reasonably determined by the Company and Executive that, as a result of Code Section 409A, any of the payments that Executive is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Code Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to be subject to an income tax penalty and interest, the Company will make such payment on the first day that would not result in Executive incurring any tax liability under Code Section 409A.

 

 

 

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement in multiple copies, effective as of the date first written above.

 

 

EXECUTIVE:				COMPANY:
				Global Geophysical Services, Inc.
By:	/s/ Richard C. White			By:	/s/ Christopher P. Graham
	Richard C. White			Name:	Christopher P. Graham
				Title:	Senior Vice President & General Counsel
Date:	October 25, 2012				Date:   October 25, 2012