8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2016

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SEITEL, INC.

(Exact name of Registrant as Specified in its Charter)

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Delaware (State or Other Jurisdiction of Incorporation)	001-10165 (Commission File Number)	76-0025431 (IRS Employer Identification No.)
10811 S. Westview Circle Drive Building C, Suite 100 Houston, Texas 77043 (Address of Principal Executive Offices) (713) 881-8900 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Employment Agreement for Key Executive

On August 18, 2016, Seitel, Inc. (“Seitel”) entered into the First Amendment to Employment Agreement (the “Amendment”) with Richard Kelvin (“Executive”). The Amendment increased the Executive’s potential annual bonus target effective January 1, 2016 from 60% to 70% of his Base Salary and increased his maximum target bonus effective January 1, 2016 from 90% to 110% of his Base Salary.

The Compensation Committee of the Board of Directors had previously recommended and approved such increase to the Executive’s annual bonus targets. The other terms and conditions of the Executive’s employment agreement with Seitel, remain in full force and effect.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1, attached hereto and filed herewith.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

10.1 First Amendment to Employment Agreement between Richard Kelvin and Seitel, Inc., dated August 18, 2016.

SIGNATURE

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 hereunto duly authorized.

	SEITEL, INC.
Date: August 18, 2016	By:	/s/  Robert D. Monson
		Robert D. Monson
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to Employment Agreement between Richard Kelvin and Seitel, Inc., dated August 18, 2016.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This FIRST AMENDMENT TO EMPLOYMENTAGREEMENT (“Amendment”) is made and entered into August 18, 2016 by and between SEITEL, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and RICHARD KELVIN, (the “Executive”).

WHEREAS, the Company and the Executive have previously entered in an Employment Agreement dated August 1, 2014 (the “Agreement”); and,

WHEREAS, in light of the Executive’s increased responsibilities as President of Seitel Canada Ltd., in addition to his role as Chief Technology Officer of the Company, the Compensation Committee of the Company has approved the increase of the Executive’s annual bonus target; and

WHEREAS, in furtherance of such approval, the Company and the Executive wish to amend certain provisions of the Agreement.

THEREFORE, the Agreement is hereby amended, effective immediately, as follows:

1.     The Bonus provisions set forth in Section 5 of the Agreement are hereby deleted and are amended and restated in their entirety to read as follows:

5.Bonus.

Beginning calendar year 2016, the “Cash Bonus” shall be determined under the annual incentive plan or program of the Company, the terms of which, including the threshold, target and maximum bonus levels, shall be proposed by the President and CEO, and approved in the sole and absolute discretion of the Board or Compensation Committee of the Board (the “Compensation Committee”) on a calendar year basis during the Term (the “Annual Incentive Plan”). If the Board or Compensation Committee determines that the Executive has obtained the targets in the Annual Incentive Plan, he will be eligible to receive a target amount of 70% of his Base Salary (“Target Bonus”) amount as a Cash Bonus. If the Executive exceeds the maximum target in the Annual Incentive Plan (as set forth therein), he will be eligible to earn a maximum Cash Bonus of up to 110% of his Base Salary. The Cash Bonus will be payable when bonuses are paid under Company policies and procedures or as determined by the Board or Compensation Committee, but in no event later than March 15^th of the calendar year following the calendar year to which the Cash Bonus relates.

2.    Except as otherwise amended herein, all the terms and provisions of the Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment on this, the 18^th day of August, 2016.

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SEITEL, INC.

By:	/s/ Robert D. Monson
	Name: Robert D. Monson
	Title: President and Chief Executive Officer

EXECUTIVE:

/s/ Richard Kelvin

Name: Richard Kelvin

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