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EXHIBIT 10
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EXHIBIT 10
TERMINATION AGREEMENT AND RELEASE
THIS TERMINATION AGREEMENT AND RELEASE (the "Agreement") is entered
into effective April 26, 1999, by and between Mitcham Industries, Inc.
("Mitcham"), having its principal place of business at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, and Input/Output, Inc. ("I/O"), having its principal place of
business at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, under the following
circumstances:
Mitcham and I/O are parties to that certain Preferred Supplier
Agreement (the "Supplier Agreement") dated June 30, 1998, under which Mitcham
agreed to purchase from I/O stated minimum amounts of I/O equipment over the
term of that agreement, on the terms and subject to the conditions specified
therein. Since the parties entered into the Supplier Agreement, the energy
services and seismic industries have experienced a dramatic unforeseen reduction
in demand due to continued depressed oil prices. As a result, the parties now
desire to terminate the Supplier Agreement and their obligations thereunder.
NOW, THEREFORE, in consideration of the covenants set forth in this
Agreement and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. TERMINATION. The Supplier Agreement is hereby terminated and, as of
the date of this Agreement, has no further force and effect except as
specifically stated in this Agreement. Each party acknowledges that, as of and
through the date of this Agreement, the other party is, and has at all times
since the effective date of the Supplier Agreement been, in full compliance with
its terms and conditions, and there has been no default by either party in the
performance of its obligations thereunder. Mitcham further acknowledges that, as
of the date of this Agreement, it has no exclusive leasing rights for I/O
equipment.
2. CONTINUING OBLIGATIONS. With respect to seismic equipment
manufactured by I/O that Mitcham purchased under the Supplier Agreement before
the date of this Agreement (collectively, "Products"):
(a) I/O will continue to provide maintenance and repairs to such
Products, at I/O's published rates in effect from time to time and
(b) Any and all warranties made by I/O with respect to such Products
shall remain in full force and effect as originally made.
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3. RELEASE. Each party hereby releases, acquits and forever discharges
the other party, its directors, officers, shareholders, employees, agents,
representatives, and successors-in-interest, and any other person claiming by,
through, or under it, from any and all claims, causes of action, demands,
charges liabilities, damages, costs and expenses arising out of the Supplier
Agreement.
4. MISCELLANEOUS.
4.1 ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement between the parties with respect to the subject matter hereof, and
fully supersedes any and all prior agreements or understandings between the
parties with respect to such subject matter.
4.2 GOVERNING LAW. This Agreement shall be governed by,
construed under and enforced and interpreted in accordance with the internal
substantive laws of the State of Texas that applies to agreements to be made and
performed solely in Texas, without giving effect to any conflicts or choice of
laws principles that might otherwise apply.
4.3 MULTIPLE COUNTERPARTS. This Agreement may be executed in
multiple counterparts, each of which shall be considered an original, but all of
which shall be deemed the same instrument.
EXECUTED THIS 26th day of April, 1999.
INPUT/OUTPUT, INC. MITCHAM INDUSTRIES, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Vice President Title: President and Chief Executive Officer