EXHIBIT 4.8
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
IN WHOLE OR IN PART IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO COUNSEL OF SEITEL, INC., THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
OR THE RULES AND REGULATIONS THEREUNDER IS AVAILABLE WITH RESPECT TO THE
PROPOSED SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION.
SEITEL, INC.
COMMON STOCK PURCHASE
WARRANT CERTIFICATE
TO PURCHASE ---------
SHARES OF COMMON STOCK
VOID AFTER 5:00 P.M., HOUSTON, TEXAS
LOCAL TIME ON NOVEMBER 19, 2002
Certificate No. -------
This Warrant Certificate certifies that ------------------- is the
registered holder ("Holder") of -------------------------------------------
(-------------) Common Stock Purchase Warrants (the "Warrants") to purchase
shares of the $.01 par value common stock, ("Common Stock") of SEITEL, INC., a
Delaware corporation (the "Company"). Subject to Section 15 hereof, each Warrant
enables the Holder to purchase from the Company at any time, on and after
November 20, 1997 and until 5:00 p.m., Houston, Texas, local time on November
19, 2002, one fully paid and non-assessable share of Common Stock ("Share") upon
presentation and surrender of this Warrant Certificate and upon payment of the
purchase price of $41.00 per Share. Payment shall be made in lawful money of the
United States of America by certified check payable to the Company at its
principal office at 00 Xxxxx Xxxxxx Xxxx, Xxxx, 0xx Xxxxx, Xxxxxxx, Xxxxx,
00000. As hereinafter provided, the purchase price and number of Shares
purchasable upon the exercise of the Warrants are subject to modification or
adjustment upon the happening of certain events.
FOR ALL OTHER PURPOSES STATED HEREIN, THE COMPANY MAY DEEM AND TREAT
THE PERSON IN WHOSE NAME THIS WARRANT CERTIFICATE IS REGISTERED AS THE
ABSOLUTE TRUE AND LAWFUL OWNER HEREOF FOR ALL PURPOSES WHATSOEVER.
1. Upon surrender to the Company, this Warrant Certificate may be
exchanged for another Warrant Certificate or Warrant Certificates
evidencing a like aggregate number of Warrants. If this Warrant
Certificate shall be exercised in part, the Holder shall be
entitled to receive upon surrender hereof another Warrant
Certificate or Warrant Certificates evidencing the number of
Warrants not exercised.
2. No Holder shall be deemed to be the holder of Common Stock or any
other securities of the Company that may at any time be issuable
on the exercise hereof for any purpose nor shall anything
contained herein be construed to confer upon the Holder any of
the rights of a shareholder of the Company or any right to vote
for the election of directors or upon any matter submitted to
shareholders at any meeting thereof or to give or withhold
consent to any corporate action (whether upon any reorganization,
issuance of stock, reclassification or conversion of stock,
change of par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings or to receive
dividends or subscription rights or otherwise until a Warrant
shall have been exercised and the Common Stock purchasable upon
the exercise thereof shall have become issuable.
3. Each Holder consents and agrees with the Company and any other
Holder that:
A. this Warrant Certificate is exercisable in whole or in part
by the Holder in person or by attorney duly authorized in
writing at the principal office of the Company.
B. anything herein to the contrary notwithstanding, in no event
shall the Company be obligated to issue Warrant Certificates
evidencing other than a whole number of Warrants or issue
certificates evidencing other than a whole number of Shares
upon the exercise of this Warrant Certificate; provided,
however, that the Company shall pay with respect to any such
fraction of a Share an amount of cash based upon the current
public market value (or book value, if there shall be no
public market value) for Shares purchasable upon exercise
hereof, as determined in accordance with subparagraph I of
Section 10 hereof; and
C. the Company may deem and treat the person in whose name this
Warrant Certificate is registered as the absolute true and
lawful owner hereof for all purposes whatsoever.
4. The Company shall maintain books for the transfer and
registration of Warrants. Upon the transfer of any Warrants, the
Company shall issue and register the Warrants in the names of the
new Holders. The Warrants shall be signed manually by the
Chairman, Chief Executive Officer, President or any Vice
President of the Company. The Company shall transfer, from time
to time, any outstanding Warrants upon the books to be maintained
by the Company for such purpose upon surrender thereof for
transfer properly endorsed or accompanied by appropriate
instructions for transfer. Upon any transfer, a new Warrant
Certificate shall be issued to the transferee and the surrendered
Warrants shall be canceled by the Company. Warrants may be
exchanged at the option of the Holder, when surrendered at the
office of the Company, for another Warrant, or other Warrants of
different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Shares. Subject
to the terms of this Warrant Certificate, upon such surrender and
payment of the purchase price, the Company shall issue and
deliver with all reasonable dispatch to or upon the written order
of the Holder of such Warrants and in such name or names as such
Holder may designate, a certificate or certificates for the
number of full Shares so purchased upon the exercise of such
Warrants. Such certificate or certificates shall be deemed to
have been issued and any person so designated to be named therein
shall be deemed to have become the holder of record of such
Shares as of the date of the surrender of such Warrants and
payment of the purchase price; provided, however, that if, at the
date of surrender and payment, the transfer books of the Shares
shall be closed, the certificates for the Shares shall be
issuable as of the date on which such books shall be opened and
until such date the Company shall be under no duty to deliver any
certificate for such Shares; provided, further, however, that
such transfer books, unless otherwise required by law or by
applicable rule of any national securities exchange, shall not be
closed at any one time for a period longer than 20 days. The
rights of purchase represented by the Warrants shall be
exercisable, at the election of the Holders, either as an
entirety or from time to time for part only of the Shares.
5. The Company will pay any documentary stamp taxes attributable to
the initial issuance of the Shares issuable upon the exercise of
the Warrants; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect
of any transfer involved in the issuance or delivery of any
certificates for Shares in a name other than that of the Holder
in respect of which such Shares are issued, and in such case the
Company shall not be required to issue or deliver any certificate
for Shares or any Warrant until the person requesting the same
has paid to the Company the amount of such tax or has established
to the Company's satisfaction that such tax has been paid.
6. In case the Warrant Certificate shall be mutilated, lost, stolen
or destroyed, the Company may, in its discretion, issue and
deliver in exchange and substitution for and upon cancellation of
the mutilated Warrant Certificate, or in lieu of and substitution
for the Warrant Certificate, lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent
right or interest, but only upon receipt of evidence satisfactory
to the Company of such loss, theft or destruction and an
indemnity, if requested, also satisfactory to it.
7. The Company warrants that there have been reserved, and covenants
that at all times in the future it shall keep reserved, out of
the authorized and unissued Common Stock, a number of Shares
sufficient to provide for the exercise of the rights or purchase
represented by this Warrant Certificate. The Company agrees that
all Shares issuable upon exercise of the Warrants shall be, at
the time of delivery of the certificates for such Shares, validly
issued and outstanding, fully paid and non-assessable and that
the issuance of such Shares will not give rise to preemptive
rights in favor of existing shareholders.
8. As used herein, the term "Exercise Rate" shall mean the number
and kind of shares of capital stock of the Company which the
Holder of this Warrant shall be entitled from time to time to
receive for each $1,000.00 of warrant exercise payment. Unless
and until an adjustment thereof shall be required as hereinafter
provided, the Exercise Rate shall be 24.39 shares of Common
Stock.
9. The term "Exercise Price" shall mean the price obtained by
dividing $1,000.00 by the number of shares constituting the
Exercise Rate in effect at the time for such amount.
10. The Exercise Rate in effect any time shall be subject to
adjustment as follows:
A. Whenever the Company shall (i) pay a dividend on Common
Stock in shares of its Common Stock, (ii) subdivide its
outstanding shares of Common Stock, (iii) combine its
outstanding shares of Common Stock into a smaller number of
shares, or (iv) issue by reclassification of its shares of
Common Stock (including any reclassification in connection
with a consolidation or merger in which the Company is the
continuing corporation) any shares, the Exercise Rate in
effect at the time of the record date for such dividend or
of the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted so that
the Holder of this Warrant exercising it after such time
shall be entitled to receive the total number and kind of
shares which bear the same proportion to the total issued
and outstanding Common Stock of the Company immediately
after such time as the proportion he would have owned and
have been entitled to receive immediately prior to such
time.
B. Whenever the Company shall issue any shares of Common Stock
other than:
(i) shares issued in a transaction described in
subparagraph H of this Paragraph 10; and
(ii) shares issued upon exercise or conversion of securities
of the type referred to in subparagraphs E and F of
this Paragraph 10 or shares issued, subdivided or
combined in transactions described in subparagraph (A)
of this Paragraph 10 if and to the extent that the
Exercise Rate shall have been previously adjusted
pursuant to the terms of this subparagraph (B) or
subparagraph (A) of this Paragraph 10 as a result of
the issuance, subdivision or combination of such
securities;
at a price per share which is less than the current public
market value of a share of Common Stock, the Exercise Rate
in effect immediately prior to such issuance shall be
adjusted by multiplying such Exercise Rate by a fraction,
the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such issuance
plus the number of additional shares of Common Stock so
issued, and the denominator of which shall be the number of
Shares of Common Stock outstanding immediately prior to such
issuance plus the number of shares of Common Stock which the
fair value of the consideration received by the Company for
the total number of additional shares so issued would
purchase at a price equal to the current public market
value.
C. Whenever the Company shall pay a dividend or make a
distribution (other than in a transaction which results in
an equivalent adjustment pursuant to other subparagraphs of
this Paragraph 10) generally to holders of its Common Stock
or evidences of its indebtedness or assets (excluding
dividends paid in, or distributions of cash to the extent of
current income or earned surplus of the Company), or
securities of the Company, or rights to subscribe for or
purchase securities of the Company, the Exercise Rate in
effect immediately prior to such distribution shall be
adjusted by multiplying such Exercise Rate by a fraction,
the numerator of which shall be the then current public
market value, if any, per share of the Common Stock
receiving such dividend or distribution or, if there shall
be no such current public market value, then the book value
per share as of the close of the month preceding such
distribution, and the denominator of which shall be the
numerator less the fair market value of the portion of the
assets, or the evidences of indebtedness or rights, so
distributed which is applicable to each such share;
provided, however, if as a result of such adjustment the
Exercise Price would be a -------- ------- negative figure,
such adjustment shall be modified so that the Exercise Price
after such adjustment is $.01 per share.
D. Whenever the Company shall issue by reclassification of its
shares of Common Stock any shares of stock, the Exercise
Rate in effect immediately prior to such issuance shall be
proportionately adjusted so that the Holder of this Warrant
exercising it after such time shall be entitled to receive,
the number and kind of shares which, when added to the
number of shares of such kind exercisable hereunder prior to
such issue, would entitle the Holder hereof, upon the
exercise hereof in full, to purchase an amount of shares of
such kind which bears the same proportion to the total
issued and outstanding capital stock of the Company as the
proportion he would have owned and have been entitled to
receive immediately prior to such issue. In the event that
at any time, as a result of an adjustment made pursuant to
this paragraph 10, the Holder of this Warrant shall become
entitled upon exercise thereof to receive any shares of the
Company other than shares of its Common Stock, then
thereafter the number of such other shares so receivable
upon exercise of this Warrant shall be subject to adjustment
from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions contained in
this Paragraph 10 in the respect of the Common Stock.
E. For purposes of the adjustments provided for in the
foregoing subparagraphs of this Paragraph 10, if at any
time, the Company shall issue any rights or options for the
purchase of, or stock or other securities convertible into
Common Stock, (such convertible stock or securities being
herein referred to as "Convertible Securities") the Company
shall be deemed to have issued at the time of the issuance
of such rights or options or Convertible Securities the
maximum number of shares of Common Stock issuable upon
exercise or conversion thereof and to have received as
consideration for the issuance of such shares an amount
equal to the amount of cash and fair value of other
consideration, if any, received by the Company for the
issuance of such rights or options or Convertible
Securities, plus, in the case of such options or rights, the
minimum amounts of cash and fair value of other
consideration, if any, payable to the Company upon the
exercise of such options or rights and, in the case of
Convertible Securities, the minimum amounts of cash and fair
value of other consideration, if any, payable, to the
Company.
F. For purposes of the adjustment provided for in subparagraph
B above, if at any time the Company shall issue any rights
or options for the purchase of Convertible Securities, the
Company shall be deemed to have issued at the time of the
issuance of such rights or options the maximum number of
shares of Common Stock issuable upon conversion of the total
amount of Convertible Securities covered by such rights or
options and to have received as consideration for the
issuance of such shares an amount equal to the amount of
cash and the amount of fair value of other consideration, if
any, received by the Company for the issuance of such rights
or options, plus the minimum amounts of cash and fair value
of other consideration, if any, payable to the Company upon
the exercise of such rights or options and payable to the
Company on conversion of such Convertible Securities.
G. Anything in subparagraph E or F above to the contrary
notwithstanding, whenever the Company shall issue any shares
(other than on exercise of this Warrant) upon exercise of
any rights or options or upon conversion of any Convertible
Securities and if the Exercise Rate shall not previously
have been adjusted upon the issuance of such rights, options
or Convertible Securities, the computation described in
subparagraph B above shall be made and the Exercise Rate
adjusted in accordance with the provisions thereof (the
shares so issued being deemed for purposes of such
computation to have been issued at a price per share equal
to the amount of cash and fair value of other consideration,
if any, properly attributable to one such share received by
the Company upon issuance and exercise of such rights or
options or sale and conversion of such Convertible
Securities (and upon issuance of any rights or options
pursuant to which such Convertible Securities may have been
sold).
H. Anything in this Paragraph 10 to the contrary
notwithstanding, no adjustment in the Exercise Rate or
Exercise Price shall be made in connection with:
(i) Convertible Securities issued pursuant to the Company's
qualified or non-qualified Employee Stock Option Plans
or any other bona fide employee benefit plan or
incentive arrangement, adopted or approved by the
Company's Board of Directors or shares of Common Stock
issued pursuant to the exercise of any rights or
options granted pursuant to said plans or arrangements
(but only to the extent that the aggregate number of
shares excluded by the Clause (i) and issued after the
date hereof shall not exceed 15% of the Company's
Common Stock outstanding at the time of any such
issuance); and
(ii) The issuance of any shares of Common Stock pursuant to
the exercise of Convertible Securities outstanding as
of the date hereof including without limitation, the
conversion of any Warrant issued in the same placement
of securities pursuant to which this Warrant was issued
by the Company.
I. For purposes of this Paragraph 10, the current public market
value of a share of Common Stock on any date shall be deemed
to be the arithmetical average of the following prices for
such of the thirty (30) business days immediately preceding
such day as shall be available: (i) for any of the such days
on which the Common Stock shall be listed on a national
securities exchange, the last sale price on such day or, if
there shall have been no sale on such day, the average of
the closing bid and asked prices on such exchange on such
day, or (ii) for any of such days on which the Common Stock
shall not be listed on a national securities exchange but
shall be included in the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), the average
of the closing bid and asked prices on such day quoted by
brokers and dealers making a market in NASDAQ, furnished by
any member of the New York Stock Exchange selected by the
Company for that purpose, or (iii) for any of such days on
which the Common Stock shall not be so listed on a national
securities exchange or included in NASDAQ but shall be
quoted by three brokers regularly making a market in such
shares in the over-the-counter market, the average of the
closing bid and asked prices on such day, furnished by any
member of the New York Stock Exchange selected by the
Company for that purpose, or (iv) for any days on which the
information described in items (i), (ii) or (iii) above is
unavailable, the book value per share of the Common Stock as
determined in accordance with generally accepted accounting
principles; provided, however, in its discretion the Board
may make an appropriate reduction in the "current public
market value" based upon any applicable trading restrictions
to particular shares of Common Stock.
J. Anything in this Paragraph 10 to the contrary
notwithstanding, no adjustment in the Exercise Rate shall be
required unless such adjustment would require an increase or
decrease of at least 1% in such rate; provided, however,
that any adjustments which by reason of this subparagraph J
are not required to be made shall be carried forward and
taken into account in making subsequent adjustments. All
calculations under the Paragraph 10 shall be made to the
nearest cent or to the nearest one-hundredth of a share, as
the case may be.
K. No adjustment in the Exercise Rate shall be made for
purposes of subparagraphs B and C of this Paragraph 10 if
such adjustment would result in an increase in such Exercise
Price or decrease in the Exercise Rate except that, in the
case of any Convertible Securities in respect of which an
adjustment has previously been made under subparagraph B
above and which has expired or otherwise been canceled
without exercise of the rights or options evidenced thereby,
such previous adjustment shall be reversed.
L. Before taking any action which could cause an adjustment
pursuant to this Paragraph 10 reducing the Exercise Price
per share below the then par value (if any) of the shares
covered hereby, the Company will take any corporate action
which may be necessary in order that the Company may validly
and legally issue at the Exercise Price as so adjusted
shares that are fully paid and non-assessable.
M. The number of shares of capital stock of the Company
outstanding at any given time shall not include shares owned
or held by or for the account of the Company, and the
disposition of any such shares shall be considered an issue
or sale of such shares for the purposes of this Paragraph
10.
N. If any event occurs as to which the other provisions of this
Paragraph 10 are not strictly applicable but the lack of any
adjustment would not fairly protect the purchase rights of
the Holder of this Warrant in accordance with the basic
intent and principles of such provisions, or if strictly
applicable would not fairly protect the purchase rights of
the Holder of this Warrant in accordance with the basic
intent and principles of such provisions, then the Company
shall appoint a firm of independent certified public
accountants (which shall not be the regular auditors of the
Company) of recognized national standing, which shall give
their opinion upon the adjustment, if any, on a basis
consistent with the basic intent and principles established
in the other provisions of this Paragraph 10, necessary to
preserve, without dilution, the exercise rights of the
registered Holder of this Warrant. Upon receipt of such
opinion, the Company shall forthwith make the adjustments
described therein. In taking any action or making any
determination pursuant to the provisions of this Section 10,
the Company and its Board of Directors shall, at all times,
exercise reasonable judgment and act in good faith.
O. Upon any adjustment of any Exercise Rate, then and in each
such case, the Company shall promptly deliver a notice to
the registered Holder of this Warrant, which notice shall
state the Exercise Price and Exercise Rate resulting from
such adjustment and the increase or decrease, if any, in the
number of shares purchasable at such price upon the exercise
hereof, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is
based.
P. In the case of the issuance of shares of Common Stock or
Convertible Securities for a consideration in whole or in
part, other than cash, the consideration other than cash
shall be deemed to be the fair market value thereof as
reasonably determined in good faith by the Board of
Directors of the Company (regardless of accounting treatment
thereof); provided, however, that if such consideration
consists of the cancellation of debt issued by the Company
the consideration shall be deemed to be the amount the
Company received upon issuance of such debt (gross proceeds)
plus accrued interest and, in the case of original issue
discount or zero coupon indebtedness, accreted value to the
date of such cancellation, but not including any premium or
discount at which the debt may then be trading or which
might otherwise be appropriate for such class of debt;
Q. The Company shall not issue any shares of its capital stock
(other than Common Stock) at or for consideration which is
less than fair value determined by the Board of Directors of
the Company in light of all circumstances surrounding such
issuance.
11. In the case:
A. The Company shall declare any dividend or distribution on
its Common Stock (or on any other shares which the Holder of
this Warrant may become entitled to receive upon exercise
hereof); or
B. The Company shall authorize the issuance to holders of its
Common Stock (or on any other shares which the Holder of
this Warrant may become entitled to receive upon exercise
hereof) any subscription rights or warrants; or
C. Of any subdivision, combination or reclassification of
shares of Common Stock of the Company (or any shares of the
Company which are subject to this Warrant), or of any
proposed consolidation or merger to which the Company is to
be a party and for which the approval of any shareholders of
the Company is required, or of the proposed sale or transfer
of all or substantially all of the assets of the Company; or
D. Of the proposed voluntary or involuntary dissolution,
liquidation, or winding up of the Company; or
E. The Company proposes to effect any transaction not specified
above which would require an adjustment of the Exercise Rate
pursuant to Paragraph 10 hereof;
then the Company shall cause to be mailed to Holders of this
Warrant, at least ten (10) days prior to the applicable record or
other date hereinafter specified, a notice describing such
transaction in reasonable detail, specifying the character,
amount and terms of all securities and the amounts of cash and
other property, if any, involved in such transaction and stating
(i) the date as of which the holders of Common Stock (or any such
other shares) of record to be entitled to receive any such
dividend, distribution, rights, or warrants is to be determined,
or (ii) the date of which any such subdivision, combination,
reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation, winding up, or other transaction is
expected to become effective, and the date as of which it is
expected that holders of Common Stock (or any such other shares)
of record shall be entitled to exchange the same for securities
or other property, if any, deliverable upon such transaction.
12. The Company covenants and agrees that it will not merge or
consolidate with or into or sell or otherwise transfer all or
substantially all of its assets to any other corporation or
entity unless at the time of or prior to such transaction such
other corporation or other entity shall expressly assume all of
the liabilities and obligations of the Company under this Warrant
and (without limiting the generality of the foregoing) shall
expressly agree that the Holder of this Warrant shall thereafter
have the right (subject to subsequent adjustment as nearly
equivalent as practicable to the adjustments provided for in
Paragraph 10 of this Warrant) to receive upon the exercise of
this Warrant the number and kind of shares of stock and other
securities and property receivable upon such transaction by a
Holder of the number and kind of shares which would have been
receivable upon the exercise of this Warrant immediately prior to
such transactions.
13. The Holder of this Warrant Certificate, each transferee hereof
and any holder and transferee of any Shares, by his acceptance
thereof, agrees that (i) no public distribution of Warrants or
shares will be made in violation of the Act, and (ii) during such
period as the delivery of a prospectus with respect to Warrants
or Shares may be required by the Act, no public distribution of
Warrants or Shares will be made in a manner or on terms different
from those set forth in, or without delivery of, a prospectus
then meeting the requirements of Section 10 of the Act and in
compliance with all applicable state securities laws. The Holder
of this Warrant Certificate and each transferee hereof further
agrees that if any distribution of any of the Warrants or Shares
is proposed to be made by them otherwise than by delivery of a
prospectus meeting the requirements of Section 10 of the Act,
such action shall be taken only after submission to the Company
of an opinion of counsel, reasonably satisfactory in form and
substance to the Company's counsel, to the effect that the
proposed distribution will not be in violation of the Act or of
applicable state law. Furthermore, it shall be a condition to the
transfer of the Warrants that any transferee thereof deliver to
the Company his written agreement to accept and be bound by all
of the terms and conditions contained in this Warrant
Certificate.
14. This Warrant Certificate shall be exercisable only during the
continuance of the Holder's employment at the Company or its
subsidiaries, except that:
A. If the Holder ceases to be an employee at the Company (or a
subsidiary of the Company) for any reason other than by
death or disability, this Warrant Certificate may be
exercised by Holder, to the extent that it was exercisable
at the date of termination, at any time within 90 days after
the date Holder ceases to be an employee, but not later than
November 19, 2002 except that, in case of his death or
disability within that three-month period, this Warrant
Certificate may be exercised as provided in subparagraph (b)
below.
B. If the Holder dies or becomes disabled during employment or
within the three-month period referred to in subparagraph
(a) above, this Warrant Certificate may be exercised, to the
extent that it was exercisable by the Holder at the date of:
(i) death, by the person or persons to whom Holder's rights
under this Warrant Certificate pass by will or by the
laws of descent and distribution or
(ii) disability, by the Holder's legal representative,
at any time within one year after the date of Holder's death
or disability, but not later than November 19, 2002.
The determination by the Company's Board of Directors of the
reason for termination of the Holder's employment shall be
binding and conclusive on the Holder.
15. Except only as specifically provided elsewhere in this Warrant
Certificate, the Warrants shall not be exercisable prior to the
dates set forth below except in the amounts set forth below:
A. As of the date hereof, up to a total of 20% of the total
warrants represented hereby may be exercised.
B. The remaining 80% become exercisable on November 19, 2000,
or if earlier, in incremental installments of 20% of the
total number of warrants represented hereby for each
two-point increase in the closing price of the Common Stock
above $41.00 per share which is maintained or exceeded for
10 consecutive trading days.
16. In the event the Company shall be a party to any merger,
consolidation or corporate reorganization as the result of which
the Company is the surviving corporation, the rights and duties
of the Participants and the Company shall not be affected in any
manner except as specified in this Warrant Certificate. In the
event the Company shall sell all or substantially all of its
assets or shall be a party to a merger, consolidation or
corporate reorganization, as the result of which the Company
shall not be the surviving organization, or in the event any
other corporation makes a successful tender or exchange offer for
more than 50% of the stock of the Company (the surviving
corporation, purchaser, or tendering corporation being hereafter
collectively referred to as the "purchaser" and the transaction
being hereinafter referred to the "purchase"), and the Board of
Directors obtains the agreement of the purchaser to assume the
obligations of the Company under the Holder's employment
agreement with the Company, then the rights and duties of the
Holder and the Company (as assumed by the purchaser) shall not be
affected in any manner except as specified in this Warrant
Certificate. If the Company is purchased and the Board of
Directors does not obtain such agreement of the purchaser to
assume such obligations on or before the date of such purchase,
all unvested portions of all Holder's warrants hereunder that
have not been forfeited as of the date of such purchase shall be
accelerated and shall be immediately exercisable by the Holder.
17. No reload warrants shall be granted to the Holder upon exercise
of the Warrants.
WITNESS the following signatures effective as of November 20, 1998.
SEITEL, INC.
By:
Name:
Title:
Accepted:
--------------------------------
--------------------------------
PURCHASE FORM
TO: SEITEL, INC. DATE:
The undersigned hereby irrevocably elects to exercise the attached
Warrant Certificate No. ------, to the extent of ---------- of Common Stock,
$.01 par value per share of SEITEL, INC., and hereby makes payment of
------------ in payment of the aggregate exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name:
Address:
By:
Notice of Adjustment of Exercise Rate Regarding
Warrants Represented by Warrant Certificate No. -----
of Seitel, Inc.
Seitel, Inc. effected a two-for-one stock split in the form of a stock
dividend in December 1997, the record date for which was December 3, 1997 and
the payment date for which was December 12, 1997. As a result of such stock
dividend, the Exercise Rate set forth in Section 8 of the Warrant Certificate
dated November 20, 1997, No. -----, has been adjusted pursuant to Section 10 of
such Warrant Certificate. The new Exercise Rate is 48.78. As a result of this
new Exercise Rate, the Warrant Certificate entitles the Holder, subject to the
terms thereof, to purchase ------ shares of Common Stock of Seitel, Inc. at an
Exercise Price of $20.50 per share.
SEITEL, INC.
By:
Name:
Title:
December 12, 1997