Employment Agreement Dated February 8, 1995

EMPLOYMENT AGREEMENT (this "Agreement") dated February 8, 1996 between 3-D Geophysical, Inc. (the "Company"), a Delaware corporation, and G.C.L. Kemp (the "Employee").


WHEREAS, the Employee has been an executive officer of Kemp Geophysical Corporation ("Kemp") for a number of years;


WHEREAS, the Company has purchased all of the outstanding capital stock of Kemp pursuant to that certain Stock Purchase Agreement dated as of October 24, 1995 among the Company and G.C.L. Kemp and Valerie Kemp;


WHEREAS, the Company desires to employ the Employee on the terms and conditions provided in this Agreement;


WHEREAS, the Employee desires to accept such employment and to render services to the Company and Kemp 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 a Vice President of the Company and as President of Kemp, and the Employee hereby accepts such employment, upon and subject to the terms and conditions hereinafter set forth. 2
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 of the closing of the underwritten initial public offering of the Company's common stock, and shall end on December 31, 1998 (the "Term").


Section 3. Duties and Services.


3.1 The Employee shall render services to the Company as a Vice President of the Company and as President of Kemp, shall perform such other duties and responsibilities as may be assigned to the Employee from time to time by the Board of Directors (the "Directors") or Chief Executive Officer of the Company or by the Board of Directors of Kemp and shall abide by the practices and policies of the Company and Kemp governing the conduct of employees.


3.2 During the Term, the Employee shall devote his full energy and time (exclusive of normal holidays and vacation periods and periods of sickness and disability) to the performance of the Employee's duties as defined herein and shall 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, the Company agrees to pay to the Employee, and the Employee agrees to accept, a salary at the annual rate of $75,000, payable in accordance with the Company's normal payroll practices.


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4.2 Potential Bonus. In addition to the compensation provided for in Section 4.1, the Employee may receive such bonus, if any, as shall be determined in the sole discretion of the Directors (or a duly constituted committee thereof), but nothing in this Agreement shall be construed to require the Company 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, 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, group accidental and disability insurance plans made generally available to the senior executive employees of the Company provided that the Employee shall be entitled to the maintenance of his current medical insurance coverage or substantially equivalent coverage during the Term.


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(b) The Employee shall be entitled to participate in the Company'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 vacation, sick leave and holidays in accordance with the Company's policies for senior executive employees generally.


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


(a) The death of the Employee;


(b) Illness, disability or incapacity that prevents the Employee from performing his duties hereunder for sixty (60) consecutive days, or for any sixty (60) days within any one hundred and eighty (180) day period, and the provision of written notice of such termination to the Employee by the Company; or


(c) Upon written notice for Cause, which shall include, without limitation, (i) the failure of the Employee to observe or perform any material term of this Agreement for twenty (20) days after written notice thereof specifying such failure; (ii) any act of illegality, dishonesty, moral turpitude or fraud in connection with the Employee's employment; (iii) any course of action which is materially detrimental to the business of the Company; or (iv) the commission by the Employee of any felony.


Section 8. Restrictive Covenants. In consideration of the undertakings of the Company set forth herein, the Employee agrees as follows:


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8.1 Covenant Not to Compete. The Employee will not in any way, directly or indirectly, as an agent, employee, officer, director, stockholder, partner or otherwise of any corporation, partnership or other ve ...