SEITEL, INC.
EMPLOYMENT AGREEMENT AMENDMENT NO. 2
THIS EMPLOYMENT AGREEMENT AMENDMENT NO. 2 ( this "Agreement") is between
Seitel, Inc. (the "Company"), a Delaware corporation with its principal place of
business in Houston, Texas, and Xxxxx X. Xxxxxx (the "Employee", and
collectively with the Company, the "Parties"), and is an amendment to that
certain Employment Agreement between the Company and the Employee dated
effective March 11, 1993, as previously amended by that certain Employment
Agreement Amendment dated effective as of January 1, 1998 (the "Employment
Agreement").
NOW, THEREFORE, the Parties do hereby agree as follows:
1. Term. Section 2 of the Employment Agreement, "Term", is hereby deleted
in its entirety and replaced by the following:
"2. Term: The term of this Agreement shall begin on January 1, 1993
and shall terminate on December 31, 1998 (being five (5) years after the
commencement date); provided, however, that commencing on January 1, 1994,
and on each January 1 thereafter (each a Renewal Date), the term shall be
automatically extended so as to terminate five years from such Renewal
Date, unless at least sixty (60) days prior to such Renewal Date either
party hereto gives notice to the other that the term should not be extended
for an additional year (the "Termination Date"). The term of this
Agreement, as extended in the manner described in the preceding sentence,
is hereafter sometimes referred to as the "Employment Period", and each
year of the Employment Period beginning January 1 and ending December 31 of
any year is hereafter sometimes referred to as the Annual Period. If the
Employment Period reaches the Termination Date, Employer will pay Employee
for two (2) additional years after the end of the Employment Period the
compensation then applicable, which shall include for purposes of this
payment the Base Salary, together with the average of all bonus and
commission payments paid to Employee for the prior three (3) years (the
Severance Payment). The Severance Payment will be paid provided Employee is
available to act as a consultant to Employer for up to fifty percent (50%)
of Employee's work related time (as compared to her final year of
employment) (hereinafter, the "Consulting Services"). If Employee
terminates this Agreement prior to the Termination Date, the Employer shall
be under no obligation to pay Employee any Severance Payment. Employer
shall have no obligation to pay Employee any Severance Payment if Employee:
(i) Refuses to perform the consulting services requested by
Employer, although there is no requirement that Employer request such
services for Employee to be entitled to said payment; or
(ii) Violates any of the provisions of the confidential and
proprietary information or the noncompete provisions set forth in
paragraphs 13 and 14 herein."
2. Amendment of Employment Agreement. This Agreement is executed as and
shall constitute an amendment to the Employment Agreement, and shall be
construed in connection with and as a part of the Employment Agreement. Except
as specifically amended by this Agreement, all of the terms and provisions of
the Employment Agreement shall remain in full force and effect. In the event of
any conflict between the terms of the Employment Agreement and the terms of this
Agreement, the terms of this Agreement shall apply.
3. Controlling Law. The execution, validity, interpretation and performance
of this Agreement shall be determined and governed by the laws of the State of
Texas, and, in any action by the Company to enforce this Agreement, venue may be
had in Xxxxxx County, Texas.
4. Entire Agreement. The Employment Agreement, as amended by this
Agreement, contains the entire agreement of the Parties. The Employment
Agreement and this Agreement may not be changed orally or by action or inaction,
but only by an agreement in writing signed by the Party against whom enforcement
of any waiver, change, modification, extension or discharge is sought.
5. Severability. If any provision of this Agreement is rendered or declared
illegal or unenforceable by reason of any existing or subsequently enacted
legislation or by decree of a court of last resort, the Parties shall promptly
meet and negotiate substitute provisions for those rendered or declared illegal
or unenforceable, but all remaining provisions of this Agreement shall remain in
full force and effect.
6. Execution. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original and all of which shall constitute one
instrument.
EXECUTED to be effective as of the 10th day of June, 1998.
SEITEL, INC.
By: /s/ Xxxx X. Frame
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Name: Xxxx X. Frame
Title: President
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
