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
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3-D GEOPHYSICAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27564 13-3841601
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(State or other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7076 South Alton Way, Building H, Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 290-0214
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(Former name or former address, if changed since last report.)
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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.
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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.
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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
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Name: Joel Friedman
Title: Chairman
Date: March 26, 1997
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EXHIBIT INDEX
Exhibit Page
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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.
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
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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
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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.
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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):
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(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
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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
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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
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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
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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
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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
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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
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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.
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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.]
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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
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D.E. Janveau
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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
<PAGE>
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
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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.
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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):
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(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
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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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
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<PAGE>
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-
<PAGE>
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-
<PAGE>
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
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<PAGE>
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.]
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<PAGE>
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-
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
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
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<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
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<PAGE>
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-
<PAGE>
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-
<PAGE>
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
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<PAGE>
further force or effect and the Employee shall not be entitled to any further
payment pursuant thereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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<PAGE>
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-
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
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
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
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
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
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
