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EMPLOYMENT AGREEMENT AMENDMENT EXHIBIT 10.15
This Employment Agreement Amendment ("Amendment") is entered into this 11th
day of August, 1997, by and between Exploration Holdings Limited (the "Company")
and ___________ ("Executive").
Recitals
WHEREAS, the Company and Executive have previously entered into a Service
Agreement for Senior Directors relating to the employment of Executive by the
Company, which has been amended by an Employment Agreement Amendment dated July
3, 1996 (as so amended, the "Agreement");
WHEREAS, Executive and the Company have agreed to enter into this Amendment
and hereby amend certain terms of the Agreement as set forth herein;
Agreement
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein, the parties hereby agree as follows:
1. Executive and the Company hereby agree that the warrants to purchase up
to 5,555 ordinary shares of US$0.001 of Energy Research International, a Cayman
Islands corporation and the parent corporation of the Company, at a price of
US$300.03 per ordinary share, granted to the Executive on July 3, 1996 pursuant
to the Agreement are hereby cancelled.
2. Executive is hereby granted stock options to purchase up to 75,000
shares of Common Stock, $0.01 par value per share, of Eagle Geophysical, Inc., a
Delaware corporation and the ultimate parent corporation of the Company
("Eagle"), pursuant to Eagle's stock option plan at a price per share equal to
the initial public offering price of such stock pursuant to Eagle's initial
public offering being consummated on or about the date hereof. Such stock
options shall vest in cumulative installments of one-third of the total shares
subject thereto on each of the first, second and third anniversaries of the date
hereof and will expire ten years from the date of grant or such earlier date as
may be specified pursuant to Eagle's stock option plan. In addition, any such
options that are not vested as of any date on which the Company terminates the
Executive's employment not in accordance with this Agreement shall become fully
vested on the date of such termination.
3. The annual review date set forth in paragraph 7 of the Terms and
Conditions of Employment, Particulars, is hereby amended to be each subsequent
anniversary of the date hereof.
4. Subsection 1.4.2 of the Agreement is hereby amended to read in its
entirety as follows:
"1.4.2 the relocation shall be within England or the United States
of America; provided, however, any such relocation to the
United States shall be only
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with the consent of Executive, which consent may not be
unreasonably withheld by the Executive."
5. Subsection 5.2 of the Agreement is hereby amended to read in its
entirety as follows:
"5.2 Any change in salary will be made at the Company's absolute
discretion; provided, however in no event may the salary be
reduced below the Salary reflected as item 6 of the Terms &
Conditions of Employment attached as a part of the Agreement."
6. The Company Executive Incentive Scheme contemplated in paragraph 13.1 of
the Agreement is hereby amended for the calendar year ending December 31, 1997
to provide that the Executive shall be entitled to receive an amount equal to
50% of his base salary for such year under the Scheme if and only if the
Operating Profit Margin (as defined in Paragraph 13.2 of the Agreement) of the
Marine Business (as defined in Paragraph 13.2 of the Agreement) for such year
equals or exceeds 24% of revenues from the Marine Business.
7. Section 13 of the Agreement is hereby amended by adding a new paragraph
13.2 thereto as follows:
13.2 Additional Incentive Bonus
13.2.1 Additional Incentive Bonus. The Executive shall receive
additional incentive bonuses, if earned,with respect to the
fiscal years ending during the Term pursuant to Subsection
13.2.3 and/or 13.2.4 (each an "Additional Incentive Bonus");
provided, however, that no Additional Incentive Bonus for a
fiscal year shall be payable if the Net After-Tax Profits (as
hereinafter defined) for such fiscal year do not exceed Base
Profits (as hereinafter defined).
13.2.2 Definitions.
"Base Profits" shall mean 5% of gross revenues from the Marine
Business.
"Chief Financial Officer" means the chief financial officer of
Eagle Geophysical.
"Eagle Geophysical" means Eagle Geophysical, Inc., a Delaware
corporation and the indirect parent corporation of the Company.
"Marine Business" means the marine seismic data acquisition
business of the Company and its wholly owned subsidiaries
and of any other company that is a direct or indirect wholly
owned subsidiary of Eagle Geophysical.
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"Net After-Tax Profits" shall, for the purposes hereof, mean
the amount of net profits of the Marine Business calculated
by the Chief Financial Officer applying U.S. GAAP and such
other accounting principles and assumptions as may be
reasonable and taking into account expenses attributable to
allocable overhead (based on revenues) from all other
companies controlled by or under common control with the
Company engaged in the Marine Business and of such
companies' parent corporation(s), and subtracting therefrom
all income tax liabilities attributable to the Marine
Business.
"Operating Profit Margin" means the amount of revenue less
cost of sales of the Marine Business calculated by the Chief
Financial Officer applying U.S. GAAP and such other
accounting principles and assumptions as may be reasonable.
13.2.3 Applicable Percentage Bonus. If Net After-Tax Profits for a
fiscal year exceed Base Profits for such fiscal year, the
Executive shall receive an Additional Incentive Bonus (in
addition to any Additional Incentive Bonus pursuant to
Subsection 13.2.4) equal to the Applicable Percentage set
forth in the table below multiplied by the difference
between actual Net After-Tax Profits and Base Profits.
Net After-Tax Profits
(percent of gross revenues) Applicable Percentage
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greater than 5%, but less than 2.0%
or equal to 6%
greater than 6%, but less than 2.5%
or equal to 7%
greater than 7% 3.0%
13.2.4 Significant Increase in Revenues Bonus. If Net After-Tax
Profits for a fiscal year after 1997 exceed Base Profits for
such fiscal year, and if gross revenues of the Marine
Business for such fiscal year increase by an amount of 20%
or more as compared to the gross revenues of the Marine
Business for the previous fiscal year, the Executive shall
receive an Additional Incentive Bonus equal to 3% multiplied
by the excess, if any, of the Net After-Tax Profits for such
fiscal year over the greater of (i) the Net After-Tax
Profits for the prior fiscal year or (ii) Base Profits for
the prior fiscal year.
13.2.5 Payment of Additional Incentive Bonus. The Chief Financial
Officer shall calculate the Net After-Tax Profits, and any
Additional Incentive Bonus payable to the Executive in
connection therewith, shall certify such calculations and
shall deliver such calculations to the Executive as soon as
reasonably practicable after the end of each fiscal year,
but in any event
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within seventy-five (75) days following the end of such
fiscal year. Any Additional Incentive Bonus payable
hereunder shall be paid by the Company to the Executive
within seven (7) days of delivery of such calculations by
the Chief Financial Officer and in any event within
eighty-two (82) days following the end of the applicable
fiscal year.
8. Section 28 of the Agreement is hereby amended to read in its
entirety as follows:
"28. DISPUTES
28.1 Arbitration. Any dispute, difference or question ("Dispute") between
Executive and the Company ("Disputing Parties"), arising with respect
to the Agreement or Executive's employment under the Agreement that is
not resolved promptly by the Disputing Parties shall be resolved by
binding arbitration as follows. In the event the Parties are unable to
resolve the Dispute within 14 days following written notice from one
Disputing Party to the other setting forth the basis of the Dispute,
then either Disputing Party may request that the Dispute be settled by
binding arbitration by an arbitrator mutually acceptable to the
Disputing Parties in an arbitration proceeding conducted in Houston,
Texas in accordance with the rules existing at the date hereof of the
American Arbitration Association. If the Disputing Parties hereto
cannot agree on an arbitrator within ten (10) business days of the
initiation of the arbitration proceeding, an arbitrator shall be
selected for the Disputing Parties by the American Arbitration
Association. The Disputing Parties shall use their reasonable best
efforts to have the arbitration proceeding concluded and a judgment
rendered by the arbitrator within forty (40) business days of the
initiation of the arbitration proceeding. The decision of such
arbitrator shall be final, and judgment upon the award rendered by the
arbitration may be entered in any court having jurisdiction thereof,
and the costs (including, without limitation, reasonable fees and
expenses of counsel and experts for the Disputing Parties) of such
arbitration (including the costs to enforce or preserve the rights
awarded in the arbitration) shall be borne by the Disputing Party whom
the decision of the arbitrator is against. If the decision of the
arbitrator is not clearly against one of the Disputing Parties or the
decisions of the arbitrator is against more than one Disputing Party
on one or more issues, the costs of such arbitration shall be borne
equally by the Disputing Parties.
28.2 Consent to Jurisdiction; Venue. The parties hereto agree that all
actions relating to the enforcement of this Section or any award
rendered hereunder, and over which the United States federal courts
have subject matter jurisdiction, shall be litigated, if at all,
exclusively in the United States District Court for the Southern
District of Texas, Houston Division, and, if necessary, the
corresponding appellate courts. The parties further agree that all
actions relating to the enforcement of this Section or any award
rendered hereunder, and over which the United States federal courts do
not have subject matter jurisdiction, shall be litigated, if at all,
exclusively in the Courts of the State of Texas, in ▇▇▇▇▇▇ County,
and, if necessary, the corresponding appellate courts. Each party
hereto hereby submits itself to the personal jurisdiction of, and
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consents to venue in, any such court, and hereby waives any claim it
may otherwise have that such court lacks personal jurisdiction over
it, or that such court is an inconvenient forum, with respect to any
such matter or proceeding. Each party hereto further agrees to
voluntarily appear and to enter a general appearance in any such
proceeding which is brought in any such court. Executive hereby
appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C. of Houston,
Texas as its agent for service of process in any such matter or
proceeding."
28.3 Governing Law. This Agreement shall be governed by, and interpreted
in accordance with, the laws of the United Kingdom, without regard to
the conflicts of laws provisions thereunder.
9. Except as specifically amended hereby, the terms and provisions
of the Agreement shall continue in full force and effect.
SIGNED as a Deed )
by the Company )
acting by its )
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SIGNED as a Deed )
by the Executive )
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