-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WX969MI6+aG82DIcqLPMeFR9k/X6FOqQCq7FVtiyZ/8B52UxBq1vlpkBZHP5TIVO 8Xkp11o/jWJ7bvsHy5ZoDw== 0000922423-97-000236.txt : 19970328 0000922423-97-000236.hdr.sgml : 19970328 ACCESSION NUMBER: 0000922423-97-000236 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19970127 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970327 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3-D GEOPHYSICAL INC CENTRAL INDEX KEY: 0001003382 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 133841601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27564 FILM NUMBER: 97565716 BUSINESS ADDRESS: STREET 1: 7076 S. ALTON WAY STREET 2: BUILDING H CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037413700 MAIL ADDRESS: STREET 1: 7076 SOUTH ALTON WAY STREET 2: BUILDING H CITY: ENGLEWOOD STATE: CO ZIP: 80112 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 27, 1997 ------------------------------- 3-D GEOPHYSICAL, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-27564 13-3841601 - -------------------------------------------------------------------------------- (State or other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 7076 South Alton Way, Building H, Englewood, Colorado 80112 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 290-0214 ---------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On January 27, 1997, the Registrant completed the purchase of J.R.S. Exploration Company Limited ("J.R.S. Exploration"), a land-based seismic data acquisition business headquartered in Calgary, Alberta, Canada. Under the terms of the acquisition, the Registrant acquired all of the issued and outstanding shares of capital stock of the intermediate holding companies that own all of the issued and outstanding capital stock of J.R.S. Exploration for C$3.5 million (U.S.$2.6 million) in cash and 279,166 shares of the Registrant's Common Stock, par value $.01 per share ("Common Stock"). In addition the Registrant repaid approximately C$1.8 million (U.S.$1.3 million) of debt J.R.S. Exploration owed to a commercial bank. Also under the terms of the acquisition, Messrs. Donald Janveau and W. Garnet Mueller, the principal stockholders and executive officers of J.R.S. Exploration, entered into three-year employment agreements (the "Employment Agreements") with J.R.S. Exploration pursuant to which Mr. Janveau serves as President and Chief Executive Officer of J.R.S. Exploration and Mr. Mueller serves as Vice President of Operations of J.R.S. Exploration. The Employment Agreements each provide for an annual salary of C$150,000 (U.S.$110,000). In connection with the Employment Agreements, each of Messrs. Janveau and Mueller entered into a five-year covenant not to compete with the Registrant or any of its subsidiaries in the provision of seismic data acquisition or analysis services or any services related thereto. In connection with the acquisition of J.R.S. Exploration, the Registrant also acquired all of the issued and outstanding capital stock of Siegfried & Siegfried Ltd., an Alberta corporation wholly-owned by C. David Siegfried, an employee of J.R.S. Exploration, which corporation owned certain seismic data acquisition equipment being leased to J.R.S. Exploration. The purchase price for Siegfried & Siegfried Ltd. was C$150,000 (U.S.$110,000) in cash and 12,500 shares of Common Stock. Under the terms of this acquisition, Mr. Siegfried entered into a three-year employment agreement with J.R.S. Exploration pursuant to which Mr. Siegfried serves as Sales Manager and Operations Supervisor of J.R.S. Exploration. This employment agreement provides for an annual salary of C$100,000 (U.S.$73,000). In connection with this employment agreement, Mr. Siegfried entered into a three-year covenant not to compete with the Registrant or any of its subsidiaries in the provision of seismic data acquisition or analysis services or any services related thereto. The Registrant used a portion of the proceeds from its December 1996 public offering of Common Stock to pay the cash portion of the purchase price for J.R.S. Exploration and Siegfried & Siegfried Ltd. and to repay the debt of J.R.S. Exploration described above. The foregoing description is qualified and supplemented by reference to the description of the acquisition and business of J.R.S. Exploration found on pages 36 and 37 of the Registrant's Registration Statement on Form S-1 (No. 333-13665) which is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not included.* (b) Pro Forma Financial Information. Not included.* (c) Exhibits. 2.1 Stock Purchase Agreement among 3.D Geophysical, Inc., 3-D Geophysical of Canada, Inc., D.E. Janveau, Gladys Mueller and W.G. Mueller, dated as of December 10, 1996 (Incorporated by reference to Exhibit 2.12 of the Registrant's Registration Statement on Form S-1 (No. 333-13665)). 2.2 Stock Purchase Agreement among 3-D Geophysical, Inc., 3-D Geophysical of Canada, Inc., C. David Siegfried and Peggy J. Siegfried, dated as of December 10, 1996 (Incorporated by reference to Exhibit 2.13 of the Registrant's Registration Statement on Form S-1 (No. 333-13665)). 10.1 Employment Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and Donald E. Janveau.** 10.2 Employment Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and W.G. Mueller.** 10.3 Employment Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and C. David Siegfried.** 10.4 Non-Competition Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and Donald E. Janveau.** 10.5 Non-Competition Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and W.G. Mueller.** 10.6 Non-Competition Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and C. David Siegfried.** * To be filed by amendment not later than 75 days after January 27, 1997. ** Filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 3-D GEOPHYSICAL, INC. By: /s/ Joel Friedman ----------------------- Name: Joel Friedman Title: Chairman Date: March 26, 1997 EXHIBIT INDEX Exhibit Page - ------- ---- 10.1 Employment Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and Donald E. Janveau. 10.2 Employment Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and W.G. Mueller. 10.3 Employment Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and C. David Siegfried. 10.4 Non-Competition Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and Donald E. Janveau. 10.5 Non-Competition Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and W.G. Mueller. 10.6 Non-Competition Agreement dated January 27, 1997 between J.R.S. Exploration Company Limited and C. David Siegfried. EX-10.1 2 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE 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 D.E. Janveau (the "Employee"). WHEREAS, the Employee has been an executive officer and an indirect shareholder of the Company for a number of years and was active in the management of the business and affairs of the Company; WHEREAS, all of the outstanding capital stock of the Company has been acquired by 3-D Geophysical, Inc., a Delaware corporation ("3-D"), pursuant to that certain Stock Purchase Agreement dated as of December 10, 1996 by and among 3-D, 3-D Geophysical of Canada, Inc., a Canadian corporation ("3-D Canada"), the Employee, Gladys Mueller and W.G. Mueller (collectively, the "Vendors")(the "Stock Purchase Agreement"); WHEREAS the Employee acknowledges that 3-D and 3-D Canada have paid a substantial price to acquire the Company from the Vendors, and it is the intention of 3-D, 3-D Canada and the Vendors (including the Employee) that the Company shall be entitled exclusively to the benefits of the goodwill, trade secrets, proprietary rights, patents, know-how and customer and client relationships heretofore established, developed and maintained by the Company, whether or not through the services or efforts of the Employee as an executive officer, employee or indirect shareholder of the Company; WHEREAS, it is a condition to the closing of the transactions contemplated under the Stock Purchase Agreement that the parties hereto enter into this Agreement; 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 President and Chief Executive Officer, 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 Closing Date under the Stock -2- Purchase Agreement (as defined therein) and shall end on the third anniversary thereof (the "Term"). Section 3. Duties and Services. 3.1 The Employee shall render services to the Company as its President and Chief Executive Officer and shall perform such other duties and responsibilities as may be assigned to the Employee from time to time by 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 shall also serve as an officer or director of such other direct or indirect subsidiaries of 3-D as may be requested by the Directors or the Chief Executive Officer of 3-D, without any additional compensation. The Employee will perform all such service shereunder 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 promptly and faithfully perform all the duties which pertain to the Employee's employment. -3- 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 $150,000.00 (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, which shall be determined in the sole discretion of the Directors (or a duly constituted committee thereof): -4- (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. 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 one hundred -5- twenty (120) consecutive days, or for any one hundred twenty (120) days within any twelve (12) month period, and the provision of written notice to the Employee by the Company of such election to terminate; 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; or (iii) the commission by the Employee of any serious indictable offense. Section 8. Restrictive Covenants. In consideration of the undertakings of the Company set forth herein, the Employee agrees as follows: 8.1 Covenant Not to Solicit Employees of the Company. During the Term and for a period of one (1) year after the termination of this Agreement for any reason whatsoever, the Employee shall not solicit for employment any sales, engineering or other technical or management employee who was employed by the Company or any of its subsidiaries during the Term. 8.2 Non-Disclosure Covenant. The Employee recognizes and acknowledges that, in the course of his employment, the Employee will have access to trade secrets, proprietary rights, know-how, and other confidential information (collectively, "Confidential Informaton") of the Company, 3-D and their respective -6- subsidiaries, including, but not limited to, information concerning seismic data, marketing strategy, technology, techniques and know-how, customer specifications and customer lists, cost figures, budgets, sales forecasts and business plans. The Employee agrees that the disclosure of any such Confidential Information could be harmful to the interests of the Company, 3-D or such subsidiaries and that, during the Employee's employment by the Company or its subsidiaries, the Employee will take appropriate caution to safeguard all such Confidential Information, and will not during the Term or thereafter use, disclose, divulge or publish any such Confidential Information except as required by law or as the Employee's duties during the Employee's employment by the Company or its subsidiaries may require or as the Company may in writing specifically consent. 8.3 Proprietary Information. The Employee recognizes and acknowledges that all documents, manuals, letters, notebooks, reports, records, computer programs or data banks and other evidences of trade secrets, proprietary rights, know-how and other confidential information of the Company, 3-D and their respective subsidiaries, including copies thereof, whether prepared by the Employee or others, are the sole property of and belong exclusively to the Company, 3-D and their respective subsidiaries, and agrees that, during the Employee's employment by the Company or its subsidiaries, the Employee will under no circumstances remove any such material for use outside of his offices except in connection with the business of the Company during the course of the Employee's employment. In the event of -7- the termination of this Agreement for any reason whatsoever, the Employee shall immediately return to the Company any and all documents, manuals, letters, notebooks, records, computer programs or data banks or other evidence of such Confidential Information of the Company, including copies thereof, which are the property of the Company, 3-D or any of their respective subsidiaries. 8.4 Remedies. The Employee hereby agrees that all restrictions imposed upon the Employee hereunder are reasonable, fair and valid, and all defenses to the strict enforcement of the provisions hereof are hereby waived by the Employee. The Employee further agrees that in the event of a breach or threatened breach of any of the covenants contained in this Section 8, the Company's remedy at law is likely to be inadequate and that accordingly the Company will be entitled to obtain an injunction or other equitable relief with regard thereto without proving damages or that damages would not constitute an adequate remedy. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8 is invalid or unenforceable, in whole or in part, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to, and is hereby directed to, reduce the scope, duration or area of the term or provision by deleting specific words or phrases as necessary to comply with applicable law or to be enforceable by a court of competent jurisdiction or by replacing any invalid or unenforceable term or provision with a term or provision that is -8- valid and enforceable and that comes closest to expressing the intention of the invalid and unenforceable term or provision, and this Agreement shall be enforceable as so modified. 8.5 Survival. The provisions of this Section 8 shall survive the Term. 9. Miscellaneous Provisions. 9.1 Notices. All notices and demands of any kind which any party hereto may be required or desire to serve upon another party under the terms of this Agreement shall be in writing and shall be served upon such other party: (a) by personal service upon such other party at such other party's address set forth below in this Section 9.1; or (b) by mailing a copy thereof by certified or registered mail, postage prepaid, with return receipt requested, addressed to such other party at the address of such other party set forth below in this Section 9.1; or (c) by sending a copy thereof by Federal Express or equivalent courier service, addressed to such other party at the address of such other party set forth below in this Section 9.1; or (d) by sending a copy thereof by facsimile to such other party at the facsimile number, if any, of such other party set forth below in this Section 9.1. In case of service by Federal Express or equivalent courier service or by facsimile or by personal service, such service shall be deemed complete upon receipt. In the case of service by mail, such service shall be deemed complete upon -9- reasonable proof of receipt. The address and facsimile number to which, and person to whose attention, notices and demands shall be delivered or sent may be changed from time to time by notice served, as hereinabove provided, by any party upon the other party. The current addresses and facsimile numbers of the parties are: If to the Employee: D.E. Janveau c/o J.R.S. Exploration Company Limited 4750 30th Street S.E. Calgary, Alberta T2B271 Telecopier No.: (403) 264-0478 If to the Company: J.R.S. Exploration Company Limited 4750 30th Street S.E. Calgary, Alberta T2B271 Attention: Chief Financial Officer Telecopier No.: (403) 264-0478 with copies to: 3-D Geophysical, Inc. 599 Lexington Avenue Suite 4102 New York, New York 10022 Telecopier No.: (212) 317-9230 Attention: Joel Friedman, Chairman -and- Kramer, Levin, Naftalis & Frankel 919 Third Avenue New York, New York 10022 Telecopier No.: (212) 715-8000 Attention: Peter S. Kolevzon, Esq. 9.2 Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties respecting the subject matter hereof, merges all prior negotiations, agreements and -10- understandings, if any, respecting the subject matter hereof and states in full all representations, warranties and agreements which have induced this Agreement. Each party agrees that in dealing with third parties no contrary representations will be made. This Agreement may not be amended, modified or otherwise changed orally but only by an agreement in writing signed by the party against whom enforcement of any amendment, modification or change is sought. 9.3 Assignment; Binding Nature; Assumption. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company to, any purchaser of all or substantially all of the Company's business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). The Company will require any such purchaser, successor or assignee to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such purchase, succession or assignment had taken place. This Agreement may not be assigned by the Employee without the prior written consent of the Company. 9.4 Nonwaiver. No waiver by any party of any term, provision or covenant contained in this Agreement (or any breach thereof) shall be effective unless it is in writing executed by the party against which such waiver is to be enforced; no waiver shall be deemed or construed as a further or continuing waiver of any such term, provision or covenant (or breach) on any other -11- occasion or as a waiver of any other term, provision or covenant (or of the breach of any other term, provision or covenant) contained in this Agreement on the same or any other occasion. 9.5 Remedies. The remedies provided for or permitted by this Agreement shall be cumulative and the exercise by any party of any remedy provided for herein or otherwise available shall not preclude the assertion or exercise by such party of any other right or remedy provided for herein or otherwise available. 9.6 Headings. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. 9.7 Construction. In this Agreement (i) words denoting the singular include the plural and vice versa, (ii) "it" or "its" or words denoting any gender include all genders, (iii) any reference herein to a Section refers to a Section of the Agreement, unless otherwise stated, (iv) when calculating the period of time within or following which any act is to be done or steps taken, the date which is the reference day in calculating such period shall be excluded and if the last day of such period is not a business day, then the period shall end on the next day which is a business day, and (v) all dollar amounts are expressed in Canadian funds. 9.8 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Province of Alberta applicable to contracts made and to be entirely performed therein. -12- 9.9 Counterparts. For the convenience of the parties, any number of counterparts hereof may be executed, each such executed counterpart shall be deemed an original and all such counterparts together shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] -13- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first written above. J.R.S. EXPLORATION COMPANY LIMITED By /s/ Ronald L. Koons ------------------------------------ Name: Ronald L. Koons Title: Vice President EMPLOYEE: /s/ D.E. Janveau -------------------------------------- D.E. Janveau -14- EX-10.2 3 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE 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 W.G. Mueller (the "Employee"). WHEREAS, the Employee has been an executive officer and an indirect shareholder of the Company for a number of years and was active in the management of the business and affairs of the Company; WHEREAS, all of the outstanding capital stock of the Company has been acquired by 3-D Geophysical, Inc., a Delaware corporation ("3-D"), pursuant to that certain Stock Purchase Agreement dated as of December 10, 1996 by and among 3-D, 3-D Geophysical of Canada, Inc., a Canadian corporation (3-D Canada"), D.E. Janveau, Gladys Mueller and the Employee (collectively, the "Vendors") (the "Stock Purchase Agreement"); WHEREAS the Employee acknowledges that 3-D and 3-D Canada have paid a substantial price to acquire the Company from the Vendors, and it is the intention of 3-D, 3-D Canada and the Vendors (including the Employee) that the Company shall be entitled exclusively to the benefits of the goodwill, trade secrets, proprietary rights, patents, know-how and customer and client relationships heretofore established, developed and maintained by the Company, whether or not through the services or efforts of the Employee as an executive officer, employee or indirect shareholder of the Company; WHEREAS, it is a condition to the closing of the transactions contemplated under the Stock Purchase Agreement that the parties hereto enter into this Agreement; 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 Vice President of Operations, 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 Closing Date under the Stock -2- Purchase Agreement (as defined therein) and shall end on the third anniversary thereof (the "Term"). Section 3. Duties and Services. 3.1 The Employee shall render services to the Company as its Vice President of Operations 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 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 shall also serve as an officer or director of such other direct or indirect subsidiaries of 3-D as may be requested by the Directors or the Chief Executive Officer of 3-D, without any additional compensation. 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 promptly and faithfully perform all the duties which pertain to the Employee's employment. -3- 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 $150,000.00 (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, which shall be determined in the sole discretion of the Directors (or a duly constituted committee thereof): -4- (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. 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 one hundred -5- twenty (120) consecutive days, or for any one hundred twenty (120) days within any twelve (12) month period, and the provision of written notice to the Employee by the Company of such election to terminate; 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; or (iii) the commission by the Employee of any serious indictable offense. Section 8. Restrictive Covenants. In consideration of the undertakings of the Company set forth herein, the Employee agrees as follows: 8.1 Covenant Not to Solicit Employees of the Company. During the Term and for a period of one (1) year after the termination of this Agreement for any reason whatsoever, the Employee shall not solicit for employment any sales, engineering or other technical or management employee who was employed by the Company or any of its subsidiaries during the Term. 8.2 Non-Disclosure Covenant. The Employee recognizes and acknowledges that, in the course of his employment, the Employee will have access to trade secrets, proprietary rights, know-how, and other confidential information (collectively, "Confidential Information") of the Company, 3-D and their respective -6- subsidiaries, including, but not limited to, information concerning seismic data, marketing strategy, technology, techniques and know-how, customer specifications and customer lists, cost figures, budgets, sales forecasts and business plans. The Employee agrees that the disclosure of any such Confidential Information could be harmful to the interests of the Company, 3-D or such subsidiaries and that, during the Employee's employment by the Company or its subsidiaries, the Employee will take appropriate caution to safeguard all such Confidential Information, and will not during the Term or thereafter use, disclose, divulge or publish any such Confidential Information except as required by law or as the Employee's duties during the Employee's employment by the Company or its subsidiaries may require or as the Company may in writing specifically consent. 8.3 Proprietary Information. The Employee recognizes and acknowledges that all documents, manuals, letters, notebooks, reports, records, computer programs or data banks and other evidences of trade secrets, proprietary rights, know-how and other confidential information of the Company, 3-D and their respective subsidiaries, including copies thereof, whether prepared by the Employee or others, are the sole property of and belong exclusively to the Company, 3-D and their respective subsidiaries, and agrees that, during the Employee's employment by the Company or its subsidiaries, the Employee will under no circumstances remove any such material for use outside of his offices except in connection with the business of the Company during the course of the Employee's employment. In the event of -7- the termination of this Agreement for any reason whatsoever, the Employee shall immediately return to the Company any and all documents, manuals, letters, notebooks, records, computer programs or data banks or other evidence of such Confidential Information of the Company, including copies thereof, which are the property of the Company, 3-D or any of their respective subsidiaries. 8.4 Remedies. The Employee hereby agrees that all restrictions imposed upon the Employee hereunder are reasonable, fair and valid, and all defenses to the strict enforcement of the provisions hereof are hereby waived by the Employee. The Employee further agrees that in the event of a breach or threatened breach of any of the covenants contained in this Section 8, the Company's remedy at law is likely to be inadequate and that accordingly the Company will be entitled to obtain an injunction or other equitable relief with regard thereto without proving damages or that damages would not constitute an adequate remedy. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8 is invalid or unenforceable, in whole or in part, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to, and is hereby directed to, reduce the scope, duration or area of the term or provision by deleting specific words or phrases as necessary to comply with applicable law or to be enforceable by a court of competent jurisdiction or by replacing any invalid or unenforceable term or provision with a term or provision that is -8- valid and enforceable and that comes closest to expressing the intention of the invalid and unenforceable term or provision, and this Agreement shall be enforceable as so modified. 8.5 Survival. The provisions of this Section 8 shall survive the Term. 9. Miscellaneous Provisions. 9.1 Notices. All notices and demands of any kind which any party hereto may be required or desire to serve upon another party under the terms of this Agreement shall be in writing and shall be served upon such other party: (a) by personal service upon such other party at such other party's address set forth below in this Section 9.1; or (b) by mailing a copy thereof by certified or registered mail, postage prepaid, with return receipt requested, addressed to such other party at the address of such other party set forth below in this Section 9.1; or (c) by sending a copy thereof by Federal Express or equivalent courier service, addressed to such other party at the address of such other party set forth below in this Section 9.1; or (d) by sending a copy thereof by facsimile to such other party at the facsimile number, if any, of such other party set forth below in this Section 9.1. In case of service by Federal Express or equivalent courier service or by facsimile or by personal service, such service shall be deemed complete upon receipt. In the case of service by mail, such service shall be deemed complete upon -9- reasonable proof of receipt. The address and facsimile number to which, and person to whose attention, notices and demands shall be delivered or sent may be changed from time to time by notice served, as hereinabove provided, by any party upon the other party. The current addresses and facsimile numbers of the parties are: If to the Employee: W.G. Mueller c/o J.R.S. Exploration Company Limited 4750 30th Street S.E. Calgary, Alberta T2B271 Telecopier No.: (403) 264-0478 If to the Company: J.R.S. Exploration Company Limited 4750 30th Street S.E. Calgary, Alberta T2B271 Telecopier No.: (403) 264-0478 Attention: Chief Financial Officer with copies to: 3-D Geophysical, Inc. 599 Lexington Avenue Suite 4102 New York, New York 10022 Telecopier No.: (212) 317-9230 Attention: Joel Friedman, Chairman -and- Kramer, Levin, Naftalis & Frankel 919 Third Avenue New York, New York 10022 Telecopier No.: (212) 715-8000 Attention: Peter S. Kolevzon, Esq. 9.2 Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties respecting the subject -10- matter hereof, merges all prior negotiations, agreements and understandings, if any, respecting the subject matter hereof and states in full all representations, warranties and agreements which have induced this Agreement. Each party agrees that in dealing with third parties no contrary representations will be made. This Agreement may not be amended, modified or otherwise changed orally but only by an agreement in writing signed by the party against whom enforcement of any amendment, modification or change is sought. 9.3 Assignment; Binding Nature; Assumption. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company to, any purchaser of all or substantially all of the Company's business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). The Company will require any such purchaser, successor or assignee to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such purchase, succession or assignment had taken place. This Agreement may not be assigned by the Employee without the prior written consent of the Company. 9.4 Nonwaiver. No waiver by any party of any term, provision or covenant contained in this Agreement (or any breach thereof) shall be effective unless it is in writing executed by the party against which such waiver is to be enforced; no waiver shall be deemed or construed as a further or continuing waiver of -11- any such term, provision or covenant (or breach) on any other occasion or as a waiver of any other term, provision or covenant (or of the breach of any other term, provision or covenant) contained in this Agreement on the same or any other occasion. 9.5 Remedies. The remedies provided for or permitted by this Agreement shall be cumulative and the exercise by any party of any remedy provided for herein or otherwise available shall not preclude the assertion or exercise by such party of any other right or remedy provided for herein or otherwise available. 9.6 Headings. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. 9.7 Construction. In this Agreement (i) words denoting the singular include the plural and vice versa, (ii) "it" or "its" or words denoting any gender include all genders, (iii) any reference herein to a Section refers to a Section of the Agreement, unless otherwise stated, (iv) when calculating the period of time within or following which any act is to be done or steps taken, the date which is the reference day in calculating such period shall be excluded and if the last day of such period is not a business day, then the period shall end on the next day which is a business day, and (v) all dollar amounts are expressed in Canadian funds. 9.8 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the -12- Province of Alberta applicable to contracts made and to be entirely performed therein. 9.9 Counterparts. For the convenience of the parties, any number of counterparts hereof may be executed, each such executed counterpart shall be deemed an original and all such counterparts together shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] -13- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first written above. J.R.S. EXPLORATION COMPANY LIMITED By /s/ Ronald L. Koons ----------------------------- Name: Ronald L. Koons Title: Vice President EMPLOYEE: /s/ W.G. Mueller ------------------------------ W.G. Mueller -14- EX-10.3 4 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 -2- 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, -3- 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 -4- 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) The death of the Employee; (b) Illness, disability or incapacity that prevents the Employee from performing his duties hereunder for one hundred twenty (120) consecutive days, or for any one hundred twenty (120) days within any twelve (12) month period, and the provision of written notice to the Employee by the Company of such election to terminate; 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; or (iii) the commission by the Employee of any serious indictable offense. -5- Section 8. Restrictive Covenants. In consideration of the undertakings of the Company set forth herein, the Employee agrees as follows: 8.1 Covenant Not to Solicit Employees of the Company. During the Term and for a period of one (1) year after the termination of this Agreement for any reason whatsoever, the Employee shall not solicit for employment any sales, engineering or other technical or management employee who was employed by the Company or any of its subsidiaries during the Term. 8.2 Non-Disclosure Covenant. The Employee recognizes and acknowledges that, in the course of his employment, the Employee will have access to trade secrets, proprietary rights, know-how and other confidential information (collectively, "Confidential Information") of the Company, 3-D and their respective subsidiaries, including, but not limited to, information concerning seismic data, marketing strategy, technology, techniques and know-how, customer specifications and customer lists, cost figures, budgets, sales forecasts and business plans. The Employee agrees that the disclosure of any such Confidential Information could be harmful to the interests of the Company, 3-D or such subsidiaries and that, during the Employee's employment by the Company or its subsidiaries, the Employee will take appropriate caution to safeguard all such Confidential Information, and will not during the Term or thereafter use, disclose, divulge or publish any such Confidential Information except as required by law or as the Employee's duties during the -6- Employee's employment by the Company or its subsidiaries may require or as the Company may in writing specifically consent. 8.3 Proprietary Information. The Employee recognizes and acknowledges that all documents, manuals, letters, notebooks, reports, records, computer programs or data banks and other evidences of trade secrets, proprietary rights, know-how and other confidential or proprietary information of the Company, 3-D and their respective subsidiaries, including copies thereof, whether prepared by the Employee or others, are the sole property of and belong exclusively to the Company, 3-D and their respective subsidiaries, and agrees that, during the Employee's employment by the Company or its subsidiaries, the Employee will under no circumstances remove any such material for use outside of his offices except in connection with the business of the Company during the course of the Employee's employment. In the event of the termination of this Agreement for any reason whatsoever, the Employee shall immediately return to the Company any and all documents, manuals, letters, notebooks, records, computer programs or data banks or other evidence of such Confidential Information of the Company, including copies thereof, which are the property of the Company, 3-D or any of their respective subsidiaries. 8.4 Remedies. The Employee hereby agrees that all restrictions imposed upon the Employee hereunder are reasonable, fair and valid, and all defenses to the strict enforcement of the provisions hereof are hereby waived by the Employee. The -7- Employee further agrees that in the event of a breach or threatened breach of any of the covenants contained in this Section 8, the Company's remedy at law is likely to be inadequate and that accordingly the Company will be entitled to obtain an injunction or other equitable relief with regard thereto without proving damages or that damages would not constitute an adequate remedy. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8 is invalid or unenforceable, in whole or in part, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to, and is hereby directed to, reduce the scope, duration or area of the term or provision, by deleting specific words or phrases, as necessary to comply with applicable law or to be enforceable by a court of competent jurisdiction or by replacing any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid and unenforceable term or provision, and this Agreement shall be enforceable as so modified. 8.5 Survival. The provisions of this Section 8 shall survive the Term. 9. Miscellaneous Provisions. 9.1 Notices. All notices and demands of any kind which any party hereto may be required or desire to serve upon another party under the terms of this Agreement shall be in writing and shall be served upon such other party: (a) by personal service -8- upon such other party at such other party's address set forth below in this Section 9.1; or (b) by mailing a copy thereof by certified or registered mail, postage prepaid, with return receipt requested, addressed to such other party at the address of such other party set forth below in this Section 9.1; or (c) by sending a copy thereof by Federal Express or equivalent courier service, addressed to such other party at the address of such other party set forth below in this Section 9.1; or (d) by sending a copy thereof by facsimile to such other party at the facsimile number, if any, of such other party set forth below in this Section 9.1. In case of service by Federal Express or equivalent courier service or by facsimile or by personal service, such service shall be deemed complete upon receipt. In the case of service by mail, such service shall be deemed complete upon reasonable proof of receipt. The address and facsimile number to which, and person to whose attention, notices and demands shall be delivered or sent may be changed from time to time by notice served, as hereinabove provided, by any party upon the other party. The current addresses and facsimile numbers of the parties are: If to the Employee: C.D. Siegfried c/o J.R.S. Exploration Company Limited -9- 4750 30th Street S.E. Calgary, Alberta T2B271 Telecopier No.: (403) 264-0478 If to the Company: J.R.S. Exploration Company Limited 4750 30th Street S.E. Calgary, Alberta T2B271 Telecopier No.: (403) 264-0478 Attention: Chief Financial Officer with copies to: 3-D Geophysical, Inc. 599 Lexington Avenue Suite 4102 New York, New York 10022 Telecopier No.: (212) 317-9230 Attention: Joel Friedman, Chairman -and- Kramer, Levin, Naftalis & Frankel 919 Third Avenue New York, New York 10022 Telecopier No.: (212) 715-8000 Attention: Peter S. Kolevzon, Esq. 9.2 Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties respecting the subject matter hereof, merges all prior negotiations, agreements and understandings, if any, respecting the subject matter hereof and states in full all representations, warranties and agreements which have induced this Agreement. Each party agrees that in dealing with third parties no contrary representations will be made. This Agreement may not be amended, modified or otherwise changed orally but only by an agreement in writing signed by the party against whom enforcement of any amendment, modification or change is sought. -10- 9.3 Assignment; Binding Nature; Assumption. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company to, any purchaser of all or substantially all of the Company's business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). The Company will require any such purchaser, successor or assignee to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such purchase, succession or assignment had taken place. This Agreement may not be assigned by the Employee without the prior written consent of the Company. 9.4 Nonwaiver. No waiver by any party of any term, provision or covenant contained in this Agreement (or any breach thereof) shall be effective unless it is in writing executed by the party against which such waiver is to be enforced; no waiver shall be deemed or construed as a further or continuing waiver of any such term, provision or covenant (or breach) on any other occasion or as a waiver of any other term, provision or covenant (or of the breach of any other term, provision or covenant) contained in this Agreement on the same or any other occasion. 9.5 Remedies. The remedies provided for or permitted by this Agreement shall be cumulative and the exercise by any party of any remedy provided for herein or otherwise available shall not preclude the assertion or exercise by such party of any other right or remedy provided for herein or otherwise available. -11- 9.6 Headings. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. 9.7 Construction. In this Agreement (i) words denoting the singular include the plural and vice versa, (ii) "it" or "its" or words denoting any gender include all genders, (iii) any reference herein to a Section refers to a Section of the Agreement, unless otherwise stated, (iv) when calculating the period of time within or following which any act is to be done or steps taken, the date which is the reference day in calculating such period shall be excluded and if the last day of such period is not a business day, then the period shall end on the next day which is a business day, and (v) all dollar amounts are expressed in Canadian funds. 9.8 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Province of Alberta applicable to contracts made and to be entirely performed therein. 9.9 Counterparts. For the convenience of the parties, any number of counterparts hereof may be executed, each such executed counterpart shall be deemed an original and all such counterparts together shall constitute one and the same instrument. 9.10 Termination of Existing Employment Agreement. On the Effective Date, the oral employment agreement between the Company and the Employee shall automatically terminate and be of no -12- further force or effect and the Employee shall not be entitled to any further payment pursuant thereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] -13- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first written above. J.R.S. EXPLORATION COMPANY LIMITED By /s/ Ronald L. Koons ------------------------------ Name: Ronald L. Koons Title: Vice President EMPLOYEE: /s/ C.D. Siegfried ------------------------------ C.D. Siegfried -14- EX-10.4 5 NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT (this "Agreement") dated as of January 27, 1997 by D.E. Janveau (the "Seller") for the benefit of 3-D Geophysical, Inc., a Delaware corporation ("3-D"), and 3-D Geophysical of Canada, Inc., a Canadian corporation ("3-D Canada"). WHEREAS, the Seller has been an executive officer and an indirect shareholder of the Company for a number of years and was active in the management of the business and affairs of the Company; WHEREAS, all of the outstanding capital stock of the J.R.S. Exploration Company Limited an Alberta corporation (the "Company"), has been acquired by 3-D pursuant to that certain Stock Purchase Agreement dated as of December 10, 1996 by and among 3-D, 3-D Canada, the Seller, Gladys Mueller and W.G. Mueller (collectively, the "Vendors")(the "Stock Purchase Agreement"); WHEREAS, the Seller acknowledges that 3-D and 3-D Canada have paid a substantial price to acquire the Company from the Vendors, and it is the intention of 3-D, 3-D Canada and the Vendors (including the Seller) that the Company shall be entitled exclusively to the benefits of the goodwill, trade secrets, proprietary rights, know-how and customer and client relationships heretofore established, developed and maintained by the Company, whether or not through the services or efforts of the Seller as an executive officer, employee or indirect shareholder of the Company; and WHEREAS, to induce 3-D and 3-D Canada to enter the Stock Purchase Agreement, the Seller agreed that at the Closing under the Stock Purchase Agreement it would enter into this Agreement not to compete with the Company on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the premises, the acquisition by 3-D and 3-D Canada of all of the outstanding capital stock of the Company pursuant to the Stock Purchase Agreement, the Seller, intending to be legally bound, hereby agrees as follows: Section 1. Restrictive Covenants. 1.1 Covenant Not to Compete. For a period of five (5) years from the date of this Agreement, the Seller will not in any way, directly or indirectly, as an agent, employee, officer, director, stockholder, partner or otherwise of any corporation, partnership or other venture or enterprise compete with the Company, 3-D or any of their respective subsidiaries in the provision of seismic data acquisition or analysis services or any services related thereto (a "Competing Business") within the territorial limits of the Province of Alberta, the other provinces and territories of Canada, the United States of America and the countries forming part of Central and South America. -2- 1.2 Non-Solicitation Covenant. For a period of four (4) years from the date of this Agreement, the Seller shall not solicit, sell to or contract with, on behalf of the Seller or on behalf of any Competing Business, any person or entity to which the Company or any subsidiary of the Company shall have provided seismic data acquisition or analysis services at any time during such four (4) year period. 1.3 Remedies. The Seller hereby agrees that all restrictions imposed upon the Seller hereunder are reasonable, fair and valid, and all defenses to the strict enforcement of the provisions hereof are hereby waived by the Seller. The Seller further agrees that in the event of a breach or threatened breach of any of the covenants contained in this Section 1, the Company's remedy at law is likely to be inadequate and that accordingly the Company will be entitled to obtain an injunction or other equitable relief with regard thereto without proving damages or that damages would not constitute an adequate remedy. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 1 is invalid or unenforceable, in whole or in part, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to, and is hereby directed to, reduce the scope, duration or area of the term or provision by deleting specific words or phrases as necessary to comply with applicable law or to be enforceable by a court of competent jurisdiction or by replacing any invalid or unenforceable term or provision with a term or provision that is valid and enforceable -3- and that comes closest to expressing the intention of the invalid and unenforceable term or provision, and this Agreement shall be enforceable as so modified. 2. Miscellaneous Provisions. 2.1 Notices. All notices and demands of any kind which any party hereto may be required or desire to serve upon another party under the terms of this Agreement shall be in writing and shall be served upon such other party: (a) by personal service upon such other party at such other party's address set forth below in this Section 2.1; or (b) by mailing a copy thereof by certified or registered mail, postage prepaid, with return receipt requested, addressed to such other party at the address of such other party set forth below in this Section 2.1; or (c) by sending a copy thereof by Federal Express or equivalent courier service, addressed to such other party at the address of such other party set forth below in this Section 2.1; or (d) by sending a copy thereof by facsimile to such other party at the facsimile number, if any, of such other party set forth below in this Section 2.1. In case of service by Federal Express or equivalent courier service or by facsimile or by personal service, such service shall be deemed complete upon receipt. In the case of service by mail, such service shall be deemed complete upon reasonable proof of receipt. The address and facsimile number to which, and person to whose attention, notices and demands shall -4- be delivered or sent may be changed from time to time by notice served, as hereinabove provided, by any party upon the other party. The current addresses and facsimile numbers of the parties are: If to the Seller: D.E. Janveau c/o J.R.S. Exploration Company Limited 4750 30th Street S.E. Calgary, Alberta T2B271 Telecopier No.: (403) 264-0478 If to the Company: J.R.S. Exploration Company Limited 4750 30th Street S.E. Calgary, Alberta T2B271 Attention: Chief Financial Officer Telecopier No.: (403) 264-0478 with copies to: 3-D Geophysical, Inc. 599 Lexington Avenue Suite 4102 New York, New York 10022 Telecopier No.: (212) 317-9230 Attention: Joel Friedman, Chairman -and- Kramer, Levin, Naftalis & Frankel 919 Third Avenue New York, New York 10022 Telecopier No.: (212) 715-8000 Attention: Peter S. Kolevzon, Esq. 2.2 Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties respecting the subject matter hereof, merges all prior negotiations, agreements and understandings, if any, respecting the subject matter hereof and states in full all representations, warranties and agreements -5- which have induced this Agreement. Each party agrees that in dealing with third parties no contrary representations will be made. This Agreement may not be amended, modified or otherwise changed orally but only by an agreement in writing signed by the party against whom enforcement of any amendment, modification or change is sought. 2.3 Assignment; Binding Nature; Assumption. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned in whole or in part by 3-D and 3-D Canada to, any purchaser of all or substantially all of the business or assets of the Company, 3-D or 3-D Canada, any successor to the Company, 3-D or 3-D Canada or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). This Agreement may not be assigned by the Seller without the prior written consent of 3-D. 2.4 Nonwaiver. No waiver by any party of any term, provision or covenant contained in this Agreement (or any breach thereof) shall be effective unless it is in writing executed by the party against which such waiver is to be enforced; no waiver shall be deemed or construed as a further or continuing waiver of any such term, provision or covenant (or breach) on any other occasion or as a waiver of any other term, provision or covenant (or of the breach of any other term, provision or covenant) contained in this Agreement on the same or any other occasion. 2.5 Remedies. The remedies provided for or permitted by this Agreement shall be cumulative and the exercise by any party -6- of any remedy provided for herein or otherwise available shall not preclude the assertion or exercise by such party of any other right or remedy provided for herein or otherwise available. 2.6 Headings. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. 2.7 Construction. In this Agreement (i) words denoting the singular include the plural and vice versa, (ii) "it" or "its" or words denoting any gender include all genders, (iii) any reference herein to a Section refers to a Section of the Agreement, unless otherwise stated, (iv) when calculating the period of time within or following which any act is to be done or steps taken, the date which is the reference day in calculating such period shall be excluded and if the last day of such period is not a business day, then the period shall end on the next day which is a business day, and (v) all dollar amounts are expressed in Canadian funds. 2.8 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Province of Alberta applicable to contracts made and to be entirely performed therein. 2.9 Counterparts. For the convenience of the parties, any number of counterparts hereof may be executed, each such executed counterpart shall be deemed an original and all such counterparts together shall constitute one and the same instrument. -7- IN WITNESS WHEREOF, the Seller has executed and delivered this Agreement as of the date and year first written above. SELLER: /s/ D.E. Janveau ------------------- -8- EX-10.5 6 NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT (this "Agreement") dated as of January 27, 1997 by W.G. Mueller (the "Seller") for the benefit of 3-D Geophysical, Inc., a Delaware corporation ("3-D"), and 3-D Geophysical of Canada, Inc., a Canadian corporation ("3-D Canada"). WHEREAS, the Seller has been an executive officer and an indirect shareholder of the Company for a number of years and was active in the management of the business and affairs of the Company; WHEREAS, all of the outstanding capital stock of the J.R.S. Exploration Company Limited an Alberta corporation (the "Company"), has been acquired by 3-D pursuant to that certain Stock Purchase Agreement dated as of December 10, 1996 by and among 3-D, 3-D Canada, D.E. Janveau, Gladys Mueller and the Seller (collectively, the "Vendors") (the "Stock Purchase Agreement"); WHEREAS, the Seller acknowledges that 3-D and 3-D Canada have paid a substantial price to acquire the Company from the Vendors, and it is the intention of 3-D, 3-D Canada and the Vendors (including the Seller) that the Company shall be entitled exclusively to the benefits of the goodwill, trade secrets, proprietary rights, know-how and customer and client relationships heretofore established, developed and maintained by the Company, whether or not through the services or efforts of the Seller as an executive officer, employee or indirect shareholder of the Company; and WHEREAS, to induce 3-D and 3-D Canada to enter the Stock Purchase Agreement, the Seller agreed that at the Closing under the Stock Purchase Agreement it would enter into this Agreement not to compete with the Company on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the premises, the acquisition by 3-D and 3-D Canada of all of the outstanding capital stock of the Company pursuant to the Stock Purchase Agreement, the Seller, intending to be legally bound, hereby agrees as follows: Section 1. Restrictive Covenants. 1.1 Covenant Not to Compete. For a period of five (5) years from the date of this Agreement, the Seller will not in any way, directly or indirectly, as an agent, employee, officer, director, stockholder, partner or otherwise of any corporation, partnership or other venture or enterprise compete with the Company, 3-D or any of their respective subsidiaries in the provision of seismic data acquisition or analysis services or any services related thereto (a "Competing Business") within the territorial limits of the Province of Alberta, the other provinces and territories of Canada, the United States of America and the countries forming part of Central and South America. -2- 1.2 Non-Solicitation Covenant. For a period of four (4) years from the date of this Agreement, the Seller shall not solicit, sell to or contract with, on behalf of the Seller or on behalf of any Competing Business, any person or entity to which the Company or any subsidiary of the Company shall have provided seismic data acquisition or analysis services at any time during such four (4) year period. 1.3 Remedies. The Seller hereby agrees that all restrictions imposed upon the Seller hereunder are reasonable, fair and valid, and all defenses to the strict enforcement of the provisions hereof are hereby waived by the Seller. The Seller further agrees that in the event of a breach or threatened breach of any of the covenants contained in this Section 1, the Company's remedy at law is likely to be inadequate and that accordingly the Company will be entitled to obtain an injunction or other equitable relief with regard thereto without proving damages or that damages would not constitute an adequate remedy. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 1 is invalid or unenforceable, in whole or in part, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to, and is hereby directed to, reduce the scope, duration or area of the term or provision by deleting specific words or phrases as necessary to comply with applicable law or to be enforceable by a court of competent jurisdiction or by replacing any invalid or unenforceable term or provision with a term or provision that is valid and enforceable -3- and that comes closest to expressing the intention of the invalid and unenforceable term or provision, and this Agreement shall be enforceable as so modified. 2. Miscellaneous Provisions. 2.1 Notices. All notices and demands of any kind which any party hereto may be required or desire to serve upon another party under the terms of this Agreement shall be in writing and shall be served upon such other party: (a) by personal service upon such other party at such other party's address set forth below in this Section 2.1; or (b) by mailing a copy thereof by certified or registered mail, postage prepaid, with return receipt requested, addressed to such other party at the address of such other party set forth below in this Section 2.1; or (c) by sending a copy thereof by Federal Express or equivalent courier service, addressed to such other party at the address of such other party set forth below in this Section 2.1; or (d) by sending a copy thereof by facsimile to such other party at the facsimile number, if any, of such other party set forth below in this Section 2.1. In case of service by Federal Express or equivalent courier service or by facsimile or by personal service, such service shall be deemed complete upon receipt. In the case of service by mail, such service shall be deemed complete upon reasonable proof of receipt. The address and facsimile number to which, and person to whose attention, notices and demands shall -4- be delivered or sent may be changed from time to time by notice served, as hereinabove provided, by any party upon the other party. The current addresses and facsimile numbers of the parties are: If to the Seller: W.G. Mueller c/o J.R.S. Exploration Company Limited 4750 30th Street S.E. Calgary, Alberta T2B271 Telecopier No.: (403) 264-0478 If to the Company: J.R.S. Exploration Company Limited 4750 30th Street S.E. Calgary, Alberta T2B271 Attention: Chief Financial Officer Telecopier No.: (403) 264-0478 with copies to: 3-D Geophysical, Inc. 599 Lexington Avenue Suite 4102 New York, New York 10022 Telecopier No.: (212) 317-9230 Attention: Joel Friedman, Chairman -and- Kramer, Levin, Naftalis & Frankel 919 Third Avenue New York, New York 10022 Telecopier No.: (212) 715-8000 Attention: Peter S. Kolevzon, Esq. 2.2 Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties respecting the subject matter hereof, merges all prior negotiations, agreements and understandings, if any, respecting the subject matter hereof and states in full all representations, warranties and agreements -5- which have induced this Agreement. Each party agrees that in dealing with third parties no contrary representations will be made. This Agreement may not be amended, modified or otherwise changed orally but only by an agreement in writing signed by the party against whom enforcement of any amendment, modification or change is sought. 2.3 Assignment; Binding Nature; Assumption. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned in whole or in part by 3-D and 3-D Canada to, any purchaser of all or substantially all of the business or assets of the Company, 3-D or 3-D Canada, any successor to the Company, 3-D or 3-D Canada or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). This Agreement may not be assigned by the Seller without the prior written consent of 3-D. 2.4 Nonwaiver. No waiver by any party of any term, provision or covenant contained in this Agreement (or any breach thereof) shall be effective unless it is in writing executed by the party against which such waiver is to be enforced; no waiver shall be deemed or construed as a further or continuing waiver of any such term, provision or covenant (or breach) on any other occasion or as a waiver of any other term, provision or covenant (or of the breach of any other term, provision or covenant) contained in this Agreement on the same or any other occasion. 2.5 Remedies. The remedies provided for or permitted by this Agreement shall be cumulative and the exercise by any party -6- of any remedy provided for herein or otherwise available shall not preclude the assertion or exercise by such party of any other right or remedy provided for herein or otherwise available. 2.6 Headings. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. 2.7 Construction. In this Agreement (i) words denoting the singular include the plural and vice versa, (ii) "it" or "its" or words denoting any gender include all genders, (iii) any reference herein to a Section refers to a Section of the Agreement, unless otherwise stated, (iv) when calculating the period of time within or following which any act is to be done or steps taken, the date which is the reference day in calculating such period shall be excluded and if the last day of such period is not a business day, then the period shall end on the next day which is a business day, and (v) all dollar amounts are expressed in Canadian funds. 2.8 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Province of Alberta applicable to contracts made and to be entirely performed therein. 2.9 Counterparts. For the convenience of the parties, any number of counterparts hereof may be executed, each such executed counterpart shall be deemed an original and all such counterparts together shall constitute one and the same instrument. -7- IN WITNESS WHEREOF, the Seller has executed and delivered this Agreement as of the date and year first written above. SELLER: /s/ W.G. Mueller --------------------- W.G.Mueller -8- EX-10.6 7 NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT NON-COMPETITION AGREEMENT (this "Agreement") dated as of January 27, 1997 by C.D. Siegfried (the "Employee") for the benefit of 3-D Geophysical, Inc., a Delaware corporation ("3-D"), and 3-D Geophysical of Canada, Inc., a Canadian corporation ("3-D Canada"). WHEREAS, the Employee has been an employee of the Company for a number of years; WHEREAS, all of the outstanding capital stock of the J.R.S. Exploration Company Limited an Alberta corporation (the "Company"), has been acquired by 3-D pursuant to that certain Stock Purchase Agreement dated as of December 10, 1996 by and among 3-D, 3-D Canada, D.E. Janveau, Gladys Mueller and W.G. Mueller (collectively, the "Vendors")(the "Stock Purchase Agreement"); WHEREAS, the Employee acknowledges that 3-D and 3-D Canada have paid a substantial price to acquire the Company from the Vendors, and it is the intention of 3-D, 3-D Canada and the Vendors that the Company shall be entitled exclusively to the benefits of the goodwill, trade secrets, proprietary rights, know-how and customer and client relationships heretofore established, developed and maintained by the Company, whether or not through the services or efforts of the Employee as an employee of the Company; and WHEREAS, to induce 3-D and 3-D Canada to enter the Stock Purchase Agreement, the Employee agreed that at the Closing under the Stock Purchase Agreement it would enter into this Agreement not to compete with the Company on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the premises, the acquisition by 3-D and 3-D Canada of all of the outstanding capital stock of the Company pursuant to the Stock Purchase Agreement, the Employee, intending to be legally bound, hereby agrees as follows: Section 1. Restrictive Covenants. 1.1 Covenant Not to Compete. During the Term (as defined therein) of the Employment Agreement of even date herewith between the Company and the Employee (the "Employment Agreement"), 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 venture or enterprise compete with the Company, 3-D or any of their respective subsidiaries in the provision of seismic data acquisition or analysis services or any services related thereto (a "Competing Business") within the territorial limits of the Province of Alberta, the other provinces and territories of Canada, the United States of America and the countries forming part of Central and South America. -2- 1.2 Non-Solicitation Covenant. During the Term of the Employment Agreement and for a period of one (1) year after the termination of the Employment Agreement for any reason whatsoever, the Employee shall not solicit, sell to or contract with, on behalf of the Employee or on behalf of any Competing Business, any person or entity to which the Company or any subsidiary of the Company shall have provided seismic data acquisition or analysis services at any time during such four (4) year period. 1.3 Remedies. The Employee hereby agrees that all restrictions imposed upon the Employee hereunder are reasonable, fair and valid, and all defenses to the strict enforcement of the provisions hereof are hereby waived by the Employee. The Employee further agrees that in the event of a breach or threatened breach of any of the covenants contained in this Section 1, the Company's remedy at law is likely to be inadequate and that accordingly the Company will be entitled to obtain an injunction or other equitable relief with regard thereto without proving damages or that damages would not constitute an adequate remedy. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 1 is invalid or unenforceable, in whole or in part, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to, and is hereby directed to, reduce the scope, duration or area of the term or provision by deleting specific words or phrases as necessary to comply with applicable law or to be enforceable by a -3- court of competent jurisdiction or by replacing any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid and unenforceable term or provision, and this Agreement shall be enforceable as so modified. 2. Miscellaneous Provisions. 2.1 Notices. All notices and demands of any kind which any party hereto may be required or desire to serve upon another party under the terms of this Agreement shall be in writing and shall be served upon such other party: (a) by personal service upon such other party at such other party's address set forth below in this Section 2.1; or (b) by mailing a copy thereof by certified or registered mail, postage prepaid, with return receipt requested, addressed to such other party at the address of such other party set forth below in this Section 2.1; or (c) by sending a copy thereof by Federal Express or equivalent courier service, addressed to such other party at the address of such other party set forth below in this Section 2.1; or (d) by sending a copy thereof by facsimile to such other party at the facsimile number, if any, of such other party set forth below in this Section 2.1. In case of service by Federal Express or equivalent courier service or by facsimile or by personal service, such service shall be deemed complete upon receipt. In the case of service by mail, such service shall be deemed complete upon -4- reasonable proof of receipt. The address and facsimile number to which, and person to whose attention, notices and demands shall be delivered or sent may be changed from time to time by notice served, as hereinabove provided, by any party upon the other party. The current addresses and facsimile numbers of the parties are: If to the Employee: C.D. Siegfried c/o J.R.S. Exploration Company Limited 4750 30th Street S.E. Calgary, Alberta T2B271 Telecopier No.: (403) 264-0478 If to the Company: J.R.S. Exploration Company Limited 4750 30th Street S.E. Calgary, Alberta T2B271 Attention: Chief Financial Officer Telecopier No.: (403) 264-0478 with copies to: 3-D Geophysical, Inc. 599 Lexington Avenue Suite 4102 New York, New York 10022 Telecopier No.: (212) 317-9230 Attention: Joel Friedman, Chairman -and- Kramer, Levin, Naftalis & Frankel 919 Third Avenue New York, New York 10022 Telecopier No.: (212) 715-8000 Attention: Peter S. Kolevzon, Esq. 2.2 Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties respecting the subject matter hereof, merges all prior negotiations, agreements and -5- understandings, if any, respecting the subject matter hereof and states in full all representations, warranties and agreements which have induced this Agreement. Each party agrees that in dealing with third parties no contrary representations will be made. This Agreement may not be amended, modified or otherwise changed orally but only by an agreement in writing signed by the party against whom enforcement of any amendment, modification or change is sought. 2.3 Assignment; Binding Nature; Assumption. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned in whole or in part by 3-D and 3-D Canada to, any purchaser of all or substantially all of the business or assets of the Company, 3-D or 3-D Canada, any successor to the Company, 3-D or 3-D Canada or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). This Agreement may not be assigned by the Employee without the prior written consent of 3-D. 2.4 Nonwaiver. No waiver by any party of any term, provision or covenant contained in this Agreement (or any breach thereof) shall be effective unless it is in writing executed by the party against which such waiver is to be enforced; no waiver shall be deemed or construed as a further or continuing waiver of any such term, provision or covenant (or breach) on any other occasion or as a waiver of any other term, provision or covenant (or of the breach of any other term, provision or covenant) contained in this Agreement on the same or any other occasion. -6- 2.5 Remedies. The remedies provided for or permitted by this Agreement shall be cumulative and the exercise by any party of any remedy provided for herein or otherwise available shall not preclude the assertion or exercise by such party of any other right or remedy provided for herein or otherwise available. 2.6 Headings. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. 2.7 Construction. In this Agreement (i) words denoting the singular include the plural and vice versa, (ii) "it" or "its" or words denoting any gender include all genders, (iii) any reference herein to a Section refers to a Section of the Agreement, unless otherwise stated, (iv) when calculating the period of time within or following which any act is to be done or steps taken, the date which is the reference day in calculating such period shall be excluded and if the last day of such period is not a business day, then the period shall end on the next day which is a business day, and (v) all dollar amounts are expressed in Canadian funds. 2.8 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Province of Alberta applicable to contracts made and to be entirely performed therein. 2.9 Counterparts. For the convenience of the parties, any number of counterparts hereof may be executed, each such executed -7- counterpart shall be deemed an original and all such counterparts together shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] -8- IN WITNESS WHEREOF, the Employee has executed and delivered this Agreement as of the date and year first written above. EMPLOYEE: /s/ C.D. Siegfried -------------------- C.D. Siegfried -9- -----END PRIVACY-ENHANCED MESSAGE-----