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EXHIBIT 10.15
EMPLOYMENT AGREEMENT AMENDMENT
This Employment Agreement Amendment ("Amendment") is entered into this
____ day of ____________, 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 within seventy-five (75) days following the
end of such fiscal year. Any
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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 consents to venue in, any such
court, and hereby waives any claim it may otherwise have that
such court lacks personal
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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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