Employment Agreement

EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT (this "Agreement") dated as of January 27, 1997 between J.R.S. Exploration Company Limited, an Alberta corporation (the "Company"), and C.D. Siegfried (the "Employee").


WHEREAS, the Company desires to employ the Employee on the terms and conditions provided in this Agreement with a view to maintaining and developing the goodwill, trade secrets, proprietary rights, know-how and customer and client relationships of the Company; and


WHEREAS, the Employee desires to accept such employment and to render services to the Company on the terms and conditions provided in this Agreement;


NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Company and the Employee hereby agree as follows:


Section 1. Engagement. The Company hereby employs the Employee as its Sales Manager and Operations Supervisor, and the Employee hereby accepts such employment, upon and subject to the terms and conditions hereinafter set forth.


Section 2. Term. Unless sooner terminated as provided in this Agreement, the term of the Employee's employment under this Agreement shall commence on the date (the "Effective Date") that


the Company is sold to 3-D Geophysical, Inc., a Delaware corporation ("3-D"), and shall end on the third anniversary thereof (the "Term"). On or before the second anniversary of the Effective Date, 3-D will notify the Employee in writing whether or not 3-D elects to extend the Term for one additonal year. If 3-D so notifies the Employee that it elects to extend the Term, the Term will end on the fourth anniversary of the Effective Date.


Section 3. Duties and Services.


3.1 The Employee shall render services to the Company as its Sales Manager and Operations Supervisor and shall perform such other duties and responsibilities as may be assigned to the Employee from time to time by the President of the Company or the Board of Directors of the Company (the "Directors") and shall abide by the practices and policies of the Company governing the conduct of employees. However, any assignments presented to the Employee for continuous work outside of Canada for a duration of two weeks or longer may be accepted or rejected in the discretion of the Employee. The Employee will perform all such services hereunder with a view to maintaining and developing the goodwill, trade secrets, proprietary rights, know-how and customer and client relationships of the Company.


3.2 During the Term, the Employee shall devote such energy and time (exclusive of normal holidays and vacation periods and periods of sickness and disability) as are reasonably necessary to perform the Employee's duties as defined herein and shall


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promptly and faithfully perform all the duties which pertain to the Employee's employment.


Section 4. Compensation.


4.1 Annual Compensation. In consideration of all of the services to be rendered by the Employee hereunder and the covenants of Employee herein, the Company agrees to pay to the Employee, and the Employee agrees to accept, a salary at the annual rate of $100,000.00 (Canadian).


4.2 Bonus Pool. 3-D intends to create a bonus plan based upon the earnings of 3-D to provide incentives for certain employees of 3-D and its subsidiaries, including the Company. The Employee shall be entitled to participate in such plan on such terms as may be determined by the Compensation Committee of the Board of Directors of 3-D, in its discretion. Nothing in this Agreement shall require 3-D to pay any such bonus.


Section 5. Expenses and Reimbursement. The Employee shall be reimbursed by the Company for reasonable and necessary out-of-pocket expenses incurred by the Employee in performing his duties hereunder, provided such expenses are approved in accordance with the procedures of the Company then in effect and are presented for reimbursement in accordance with the Company's policies and practices then in effect.


Section 6. Benefits. During the Term, the Company agrees to provide the Employee, in addition to and not in limitation of the compensation set forth in Section 4, the following benefits,


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which shall be determined in the sole discretion of the Directors (or a duly constituted committee thereof):


(a) The Employee shall be entitled, subject to qualification requirements, to participate in any and all group insurance plans, group health or medical insurance plans and group accidental and disability insurance plans made generally available to the senior executive employees of the Company.


(b) The Employee shall be entitled to participate in 3-D's pension, profit-sharing, stock option, stock purchase and other employee benefit programs made generally available to the senior executive employees of the Company.


(c) The Employee shall be entitled to four weeks annual paid vacation, as well as sick leave and holidays in accordance with the Company's policies for senior executive employees generally.


(d) During the term of employment under this Agreement, the Company shall pay the Employee, on a monthly basis, an amount equal to $650 (Canadian) per month as a non-accountable allowance for lease payments, insurance and other expenses of an automobile leased by the Employee.


(e) As further consideration of the services to be rendered by the Employee, on the Effective Date the Employee shall be granted an option (the "Option"), pursuant to the 3-D's 1995 Long-Term Incentive Compensation Plan (the "Plan"), to purchase 15,000 shares of the Common Stock, par value $.01 per share, of


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3-D (the "Common Stock") at a per share exercise price equal to the closing price of one share of Common Stock on the NASDAQ National Market on the Effective Date, as reported by The Wall Street Journal. The Option shall vest in four cumulative annual installments of 3,750 shares each, commencing on the first anniversary of the Effective Date. The terms of the Option shall be governed by the Plan, as well as the terms of the option agreement entered into pursuant to the terms of the Plan.


Section 7. Termination. Subject to the provisions of Section 8, which shall survive the termination of this Agreement, this Agreement shall terminate upon:


(a) Th ...