Second Amendment to Employment Agreement between Seitel, Inc. and Kevin P. Callaghan

Summary

Seitel, Inc. and Kevin P. Callaghan have amended their employment agreement to confirm that Mr. Callaghan voluntarily reduced his base salary by 10% from May 1, 2009, through December 31, 2010. After this period, his salary will return to its previous level. The amendment clarifies that this voluntary reduction does not qualify as a "Good Reason" for resignation, is not in exchange for any other benefit, and the company is not required to repay the reduced amount. For benefit calculations during 2009 and 2010, his base salary will be considered at the pre-reduction rate.

EX-10.26 5 sei-ex1026_20131231xk.htm SECOND AMENDMENT TO EMPLOYMENT AGREEMENT SEI-EX10.26_2013.12.31-K

EXHIBIT 10.26

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS, Seitel, Inc., a Delaware corporation (together with its successor and assigns, the "Company") and Kevin P. Callaghan (the "Executive") have entered in an employment agreement dated January 30, 2007 (the "Agreement"); and

WHEREAS, Executive's Base Salary on Apri130, 2009 was $468,000; and

WHEREAS, effective May 1, 2009 Executive voluntarily determined to reduce his Base Salary

as in effect on April 30, 2009 by 10% through December 31, 2009; and

WHEREAS, effective January 1, 2010 Executive has voluntarily determined to continue this 10% reduction in his Base Salary through December 31, 2010 and after December 31, 2010 his Base Salary shall return to the annual amount as in effect on April 30, 2009; and

WHEREAS, the Company and the Executive acknowledge that such a voluntary reduction in Executive's Base Salary by Executive is not the occurrence of a Good Reason as defined in the Agreement; and

WHEREAS, the Executive and the Company acknowledge and agree that this reduction is not in exchange for any other payment or benefit; and

WHEREAS, the Company and the Executive acknowledge and agree that the Company shall not be required to pay the amount of this 10% reduction in Base Salary to Executive at any time in the future.

NOW, THEREFORE, for the purposes of clarity, the Executive and Company hereby agree to add the following at the end of Section 4:

"During the calendar years 2009 and 2010 for all purposes under this Agreement respecting benefits payable upon termination of employment, Executive's Base Salary shall mean the amount of $468,000 as in effect on April 30, 2009 as previously approved by the Company (or if applicable any increase by the Company above such amount) shall not be reduced by any voluntary reduction in Base Salary by Executive."

IN WITNESS WHEREOF, the undersigned have executed this Agreement on January 25, 2010.

SEITEL, INC.



By:	/s/	Marcia H. Kendrick
Name:	Marcia H. Kendrick
Title:	Senior Vice President

EXECUTIVE:



/s/	Kevin P. Callaghan
Kevin P. Callaghan