<PAGE> 1
EXHIBIT 4.4
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
IN WHOLE OR IN PART IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO COUNSEL OF SEITEL, INC., THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
OR THE RULES AND REGULATIONS THEREUNDER IS AVAILABLE WITH RESPECT TO THE
PROPOSED SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION.
SEITEL, INC.
COMMON STOCK PURCHASE
WARRANT CERTIFICATE
TO PURCHASE (NUMBER)
SHARES OF COMMON STOCK
VOID AFTER 5:00 P.M., HOUSTON, TEXAS
LOCAL TIME ON (LONG_EXP_DATE)
Date of Grant: (FULL_GRANT_DATE)
Certificate No.(WARRANT_Plan_Type)(WARRANT_Plan_Number)
This Warrant Certificate certifies that (FIRST_NAME) (LAST_NAME) is
the registered holder ("Holder") of (NUMBER) Common Stock Purchase Warrants
(the "Warrants") to purchase shares of the $.01 par value common stock, ("Common
Stock") of SEITEL, INC., a Delaware corporation (the "Company").
Each Warrant enables the Holder to purchase from the Company with
respect to (a) one-third of the shares at any time on and after the first
anniversary of the grant date set forth above, (b) an additional one-third of
the shares on and after the second anniversary of the grant date set forth
above, and (c) an additional one-third of the shares on and after the third
anniversary of the grant date set forth above, and until 5:00 p.m., Houston,
Texas, local time on (LONG_EXP_DATE), one fully paid and non-assessable share
of Common Stock ("Share") upon presentation and surrender of this Warrant
Certificate and upon payment of the purchase price of $(PRICE) per Share.
Payment shall be made in lawful money of the United States of America by
certified check payable to the Company at its principal office at 50 Briar
Hollow Lane, West, 7th Floor, Houston, Texas, 77027. As hereinafter provided,
the purchase price and number of Shares purchasable upon the exercise of the
Warrants are subject to modification or adjustment upon the happening of certain
events.
<PAGE> 2
Page 2
FOR ALL OTHER PURPOSES STATED HEREIN, THE COMPANY MAY DEEM AND TREAT
THE PERSON IN WHOSE NAME THIS WARRANT CERTIFICATE IS REGISTERED AS THE ABSOLUTE
TRUE AND LAWFUL OWNER HEREOF FOR ALL PURPOSES WHATSOEVER.
1. Upon surrender to the Company, this Warrant Certificate may be
exchanged for another Warrant Certificate or Warrant Certificates
evidencing a like aggregate number of Warrants. If this Warrant
Certificate shall be exercised in part, the Holder shall be
entitled to receive upon surrender hereof another Warrant
Certificate or Warrant Certificates evidencing the number of
Warrants not exercised.
2. No Holder shall be deemed to be the holder of Common Stock or any
other securities of the Company that may at any time be issuable
on the exercise hereof for any purpose nor shall anything
contained herein be construed to confer upon the Holder any of the
rights of a shareholder of the Company or any right to vote for
the election of directors or upon any matter submitted to
shareholders at any meeting thereof or to give or withhold consent
to any corporate action (whether upon any reorganization, issuance
of stock, reclassification or conversion of stock, change of par
value, consolidation, merger, conveyance, or otherwise) or to
receive notice of meetings or to receive dividends or subscription
rights or otherwise until a Warrant shall have been exercised and
the Common Stock purchasable upon the exercise thereof shall have
become issuable.
3. Each Holder consents and agrees with the Company and any other
Holder that:
A. this Warrant Certificate is exercisable in whole or in part by
the Holder in person or by attorney duly authorized in writing
at the principal office of the Company.
B. anything herein to the contrary notwithstanding, in no event
shall the Company be obligated to issue Warrant Certificates
evidencing other than a whole number of Warrants or issue
certificates evidencing other than a whole number of Shares
upon the exercise of this Warrant Certificate; provided,
however, that the Company shall pay with respect to any such
fraction of a Share an amount of cash based upon the current
public market value (or book value, if there shall be no
public market value) for Shares purchasable upon exercise
hereof, as determined in accordance with subparagraph I of
Section 10 hereof; and
C. the Company may deem and treat the person in whose name this
Warrant Certificate is registered as the absolute true and
lawful owner hereof for all purposes whatsoever.
<PAGE> 3
Page 3
4. The Company shall maintain books for the transfer and registration
of Warrants. Upon the transfer of any Warrants, the Company shall
issue and register the Warrants in the names of the new Holders.
The Warrants shall be signed manually by the Chairman, Chief
Executive Officer, President or any Vice President and the
Secretary (or Assistant Secretary) of the Company. The Company
shall transfer, from time to time, any outstanding Warrants upon
the books to be maintained by the Company for such purpose upon
surrender thereof for transfer properly endorsed or accompanied by
appropriate instructions for transfer. Upon any transfer, a new
Warrant Certificate shall be issued to the transferee and the
surrendered Warrants shall be canceled by the Company. Warrants
may be exchanged at the option of the Holder, when surrendered at
the office of the Company, for another Warrant, or other Warrants
of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Shares. Subject
to the terms of this Warrant Certificate, upon such surrender and
payment of the purchase price, the Company shall issue and deliver
with all reasonable dispatch to or upon the written order of the
Holder of such Warrants and in such name or names as such Holder
may designate, a certificate or certificates for the number of
full Shares so purchased upon the exercise of such Warrants. Such
certificate or certificates shall be deemed to have been issued
and any person so designated to be named therein shall be deemed
to have become the holder of record of such Shares as of the date
of the surrender of such Warrants and payment of the purchase
price; provided, however, that if, at the date of surrender and
payment, the transfer books of the Shares shall be closed, the
certificates for the Shares shall be issuable as of the date on
which such books shall be opened and until such date the Company
shall be under no duty to deliver any certificate for such Shares;
provided, further, however, that such transfer books, unless
otherwise required by law or by applicable rule of any national
securities exchange, shall not be closed at any one time for a
period longer than 20 days. The rights of purchase represented by
the Warrants shall be exercisable, at the election of the Holders,
either as an entirety or from time to time for part only of the
Shares.
5. The Company will pay any documentary stamp taxes attributable to
the initial issuance of the Shares issuable upon the exercise of
the Warrants; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect
of any transfer involved in the issuance or delivery of any
certificates for Shares in a name other than that of the Holder in
respect of which such Shares are issued, and in such case the
Company shall not be required to issue or deliver any certificate
for Shares or any Warrant until the person requesting the same has
paid to the Company the amount of such tax or has established to
the Company's satisfaction that such tax has been paid.
<PAGE> 4
Page 4
6. In case the Warrant Certificate shall be mutilated, lost, stolen
or destroyed, the Company may, in its discretion, issue and
deliver in exchange and substitution for and upon cancellation of
the mutilated Warrant Certificate, or in lieu of and substitution
for the Warrant Certificate, lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent
right or interest, but only upon receipt of evidence satisfactory
to the Company of such loss, theft or destruction and an
indemnity, if requested, also satisfactory to it.
7. The Company warrants that there have been reserved, and covenants
that at all times in the future it shall keep reserved, out of the
authorized and unissued Common Stock, a number of Shares
sufficient to provide for the exercise of the rights or purchase
represented by this Warrant Certificate. The Company agrees that
all Shares issuable upon exercise of the Warrants shall be, at the
time of delivery of the certificates for such Shares, validly
issued and outstanding, fully paid and non-assessable and that the
issuance of such Shares will not give rise to preemptive rights in
favor of existing shareholders.
8. As used herein, the term "Exercise Rate" shall mean the number and
kind of shares of capital stock of the Company which the Holder of
this Warrant shall be entitled from time to time to receive for
each $1,000.00 of warrant exercise payment. Unless and until an
adjustment thereof shall be required as hereinafter provided, the
Exercise Rate shall be (EX_RATE) shares of Common Stock.
9. The term "Exercise Price" shall mean the price obtained by
dividing $1,000.00 by the number of shares constituting the
Exercise Rate in effect at the time for such amount.
10. The Exercise Rate in effect any time shall be subject to
adjustment as follows:
A. Whenever the Company shall (i) pay a dividend on Common Stock
in shares of its Common Stock, (ii) subdivide its outstanding
shares of Common Stock, (iii) combine its outstanding shares
of Common Stock into a smaller number of shares, or (iv) issue
by reclassification of its shares of Common Stock (including
any reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation) any
shares, the Exercise Rate in effect at the time of the record
date for such dividend or of the effective date of such
subdivision, combination or reclassification shall be
proportionately adjusted so that the Holder of this Warrant
exercising it after such time shall be entitled to receive the
total number and kind of shares which bear the same proportion
to the total issued and outstanding Common Stock of the
Company immediately after such time as the proportion he would
have owned and have been entitled to receive immediately prior
to such time.
<PAGE> 5
Page 5
B. Whenever the Company shall issue any shares of Common Stock
other than:
(i) shares issued in a transaction described in subparagraph
H of this Paragraph 10; and
(ii) shares issued upon exercise or conversion of securities
of the type referred to in subparagraphs E and F of this
Paragraph 10 or shares issued, subdivided or combined in
transactions described in subparagraph (A) of this
Paragraph 10 if and to the extent that the Exercise Rate
shall have been previously adjusted pursuant to the terms
of this subparagraph (B) or subparagraph (A) of this
Paragraph 10 as a result of the issuance, subdivision or
combination of such securities;
at a price per share which is less than the current public
market value of a share of Common Stock, the Exercise Rate in
effect immediately prior to such issuance shall be adjusted by
multiplying such Exercise Rate by a fraction, the numerator of
which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance plus the number
of additional shares of Common Stock so issued, and the
denominator of which shall be the number of Shares of Common
Stock outstanding immediately prior to such issuance plus the
number of shares of Common Stock which the fair value of the
consideration received by the Company for the total number of
additional shares so issued would purchase at a price equal to
the current public market value.
C. Whenever the Company shall pay a dividend or make a
distribution (other than in a transaction which results in an
equivalent adjustment pursuant to other subparagraphs of this
Paragraph 10) generally to holders of its Common Stock or
evidences of its indebtedness or assets (excluding dividends
paid in, or distributions of cash to the extent of current
income or earned surplus of the Company), or securities of the
Company, or rights to subscribe for or purchase securities of
the Company, the Exercise Rate in effect immediately prior to
such distribution shall be adjusted by multiplying such
Exercise Rate by a fraction, the numerator of which shall be
the then current public market value, if any, per share of the
Common Stock receiving such dividend or distribution or, if
there shall be no such current public market value, then the
book value per share as of the close of the month preceding
such distribution, and the denominator of which shall be the
numerator less the fair market value of the portion of the
assets, or the evidences of indebtedness or rights, so
distributed which is applicable to each such share; provided,
however, if as a result of such adjustment the Exercise Price
would be a negative figure, such adjustment
<PAGE> 6
Page 6
shall be modified so that the Exercise Price after such
adjustment is $.01 per share.
D. Whenever the Company shall issue by reclassification of its
shares of Common Stock any shares of stock, the Exercise Rate
in effect immediately prior to such issuance shall be
proportionately adjusted so that the Holder of this Warrant
exercising it after such time shall be entitled to receive,
the number and kind of shares which, when added to the number
of shares of such kind exercisable hereunder prior to such
issue, would entitle the Holder hereof, upon the exercise
hereof in full, to purchase an amount of shares of such kind
which bears the same proportion to the total issued and
outstanding capital stock of the Company as the proportion he
would have owned and have been entitled to receive immediately
prior to such issue. In the event that at any time, as a
result of an adjustment made pursuant to this paragraph 10,
the Holder of this Warrant shall become entitled upon exercise
thereof to receive any shares of the Company other than shares
of its Common Stock, then thereafter the number of such other
shares so receivable upon exercise of this Warrant shall be
subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions
contained in this Paragraph 10 in the respect of the Common
Stock.
E. For purposes of the adjustments provided for in the foregoing
subparagraphs of this Paragraph 10, if at any time, the
Company shall issue any rights or options for the purchase of,
or stock or other securities convertible into Common Stock,
(such convertible stock or securities being herein referred to
as "Convertible Securities") the Company shall be deemed to
have issued at the time of the issuance of such rights or
options or Convertible Securities the maximum number of shares
of Common Stock issuable upon exercise or conversion thereof
and to have received as consideration for the issuance of such
shares an amount equal to the amount of cash and fair value of
other consideration, if any, received by the Company for the
issuance of such rights or options or Convertible Securities,
plus, in the case of such options or rights, the minimum
amounts of cash and fair value of other consideration, if any,
payable to the Company upon the exercise of such options or
rights and, in the case of Convertible Securities, the minimum
amounts of cash and fair value of other consideration, if any,
payable, to the Company.
F. For purposes of the adjustment provided for in subparagraph B
above, if at any time the Company shall issue any rights or
options for the purchase of Convertible Securities, the
Company shall be deemed to have issued at the time of the
issuance of such rights or options the maximum number of
shares of Common Stock issuable upon conversion of the total
amount of Convertible Securities covered by such rights or
options and to have
<PAGE> 7
Page 7
received as consideration for the issuance of such shares an
amount equal to the amount of cash and the amount of fair
value of other consideration, if any, received by the Company
for the issuance of such rights or options, plus the minimum
amounts of cash and fair value of other consideration, if any,
payable to the Company upon the exercise of such rights or
options and payable to the Company on conversion of such
Convertible Securities.
G. Anything in subparagraph E or F above to the contrary
notwithstanding, whenever the Company shall issue any shares
(other than on exercise of this Warrant) upon exercise of any
rights or options or upon conversion of any Convertible
Securities and if the Exercise Rate shall not previously have
been adjusted upon the issuance of such rights, options or
Convertible Securities, the computation described in
subparagraph B above shall be made and the Exercise Rate
adjusted in accordance with the provisions thereof (the shares
so issued being deemed for purposes of such computation to
have been issued at a price per share equal to the amount of
cash and fair value of other consideration, if any, properly
attributable to one such share received by the Company upon
issuance and exercise of such rights or options or sale and
conversion of such Convertible Securities (and upon issuance
of any rights or options pursuant to which such Convertible
Securities may have been sold).
H. Anything in this Paragraph 10 to the contrary notwithstanding,
no adjustment in the Exercise Rate or Exercise Price shall be
made in connection with:
(i) Convertible Securities issued pursuant to the Company's
qualified or non-qualified Employee Stock Option Plans or
any other bona fide employee benefit plan or incentive
arrangement, adopted or approved by the Company's Board
of Directors or shares of Common Stock issued pursuant to
the exercise of any rights or options granted pursuant to
said plans or arrangements (but only to the extent that
the aggregate number of shares excluded by the Clause (i)
and issued after the date hereof shall not exceed 15% of
the Company's Common Stock outstanding at the time of any
such issuance); and
(ii) The issuance of any shares of Common Stock pursuant to
the exercise of Convertible Securities outstanding as of
the date hereof including without limitation, the
conversion of any Warrant issued in the same placement of
securities pursuant to which this Warrant was issued by
the Company.
I. For purposes of this Paragraph 10, the current public market
value of a share of Common Stock on any date shall be deemed
to be the arithmetical average of the following prices for
such of the thirty (30) business days
<PAGE> 8
Page 8
immediately preceding such day as shall be available: (i) for
any of the such days on which the Common Stock shall be listed
on a national securities exchange, the last sale price on such
day or, if there shall have been no sale on such day, the
average of the closing bid and asked prices on such exchange
on such day, or (ii) for any of such days on which the Common
Stock shall not be listed on a national securities exchange
but shall be included in the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the
average of the closing bid and asked prices on such day quoted
by brokers and dealers making a market in NASDAQ, furnished by
any member of the New York Stock Exchange selected by the
Company for that purpose, or (iii) for any of such days on
which the Common Stock shall not be so listed on a national
securities exchange or included in NASDAQ but shall be quoted
by three brokers regularly making a market in such shares in
the over-the-counter market, the average of the closing bid
and asked prices on such day, furnished by any member of the
New York Stock Exchange selected by the Company for that
purpose, or (iv) for any days on which the information
described in items (i), (ii) or (iii) above is unavailable,
the book value per share of the Common Stock as determined in
accordance with generally accepted accounting principles;
provided, however, in its discretion the Board may make an
appropriate reduction in the "current public market value"
based upon any applicable trading restrictions to particular
shares of Common Stock.
J. Anything in this Paragraph 10 to the contrary notwithstanding,
no adjustment in the Exercise Rate shall be required unless
such adjustment would require an increase or decrease of at
least 1% in such rate; provided, however, that any adjustments
which by reason of this subparagraph J are not required to be
made shall be carried forward and taken into account in making
subsequent adjustments. All calculations under the Paragraph
10 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be.
K. No adjustment in the Exercise Rate shall be made for purposes
of subparagraphs B and C of this Paragraph 10 if such
adjustment would result in an increase in such Exercise Price
or decrease in the Exercise Rate except that, in the case of
any Convertible Securities in respect of which an adjustment
has previously been made under subparagraph B above and which
has expired or otherwise been canceled without exercise of the
rights or options evidenced thereby, such previous adjustment
shall be reversed.
L. Before taking any action which could cause an adjustment
pursuant to this Paragraph 10 reducing the Exercise Price per
share below the then par value (if any) of the shares covered
hereby, the Company will take any
<PAGE> 9
Page 9
corporate action which may be necessary in order that the
Company may validly and legally issue at the Exercise Price as
so adjusted shares that are fully paid and non-assessable.
M. The number of shares of capital stock of the Company
outstanding at any given time shall not include shares owned
or held by or for the account of the Company, and the
disposition of any such shares shall be considered an issue or
sale of such shares for the purposes of this Paragraph 10.
N. If any event occurs as to which the other provisions of this
Paragraph 10 are not strictly applicable but the lack of any
adjustment would not fairly protect the purchase rights of the
Holder of this Warrant in accordance with the basic intent and
principles of such provisions, or if strictly applicable would
not fairly protect the purchase rights of the Holder of this
Warrant in accordance with the basic intent and principles of
such provisions, then the Company shall appoint a firm of
independent certified public accountants (which shall not be
the regular auditors of the Company) of recognized national
standing, which shall give their opinion upon the adjustment,
if any, on a basis consistent with the basic intent and
principles established in the other provisions of this
Paragraph 10, necessary to preserve, without dilution, the
exercise rights of the registered Holder of this Warrant. Upon
receipt of such opinion, the Company shall forthwith make the
adjustments described therein. In taking any action or making
any determination pursuant to the provisions of this Section
10, the Company and its Board of Directors shall, at all
times, exercise reasonable judgment and act in good faith.
O. Upon any adjustment of any Exercise Rate, then and in each
such case, the Company shall promptly deliver a notice to the
registered Holder of this Warrant, which notice shall state
the Exercise Price and Exercise Rate resulting from such
adjustment and the increase or decrease, if any, in the number
of shares purchasable at such price upon the exercise hereof,
setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based.
P. In the case of the issuance of shares of Common Stock or
Convertible Securities for a consideration in whole or in
part, other than cash, the consideration other than cash shall
be deemed to be the fair market value thereof as reasonably
determined in good faith by the Board of Directors of the
Company (regardless of accounting treatment thereof);
provided, however, that if such consideration consists of the
cancellation of debt issued by the Company the consideration
shall be deemed to be the amount the Company received upon
issuance of such debt (gross proceeds) plus accrued interest
and, in the case of original issue discount or zero coupon
indebtedness, accreted value to the date of such
<PAGE> 10
Page 10
cancellation, but not including any premium or discount at
which the debt may then be trading or which might otherwise be
appropriate for such class of debt;
Q. The Company shall not issue any shares of its capital stock
(other than Common Stock) at or for consideration which is
less than fair value determined by the Board of Directors of
the Company in light of all circumstances surrounding such
issuance.
11. In the case:
A. The Company shall declare any dividend or distribution on its
Common Stock (or on any other shares which the Holder of this
Warrant may become entitled to receive upon exercise hereof);
or
B. The Company shall authorize the issuance to holders of its
Common Stock (or on any other shares which the Holder of this
Warrant may become entitled to receive upon exercise hereof)
any subscription rights or warrants; or
C. Of any subdivision, combination or reclassification of shares
of Common Stock of the Company (or any shares of the Company
which are subject to this Warrant), or of any proposed
consolidation or merger to which the Company is to be a party
and for which the approval of any shareholders of the Company
is required, or of the proposed sale or transfer of all or
substantially all of the assets of the Company; or
D. Of the proposed voluntary or involuntary dissolution,
liquidation, or winding up of the Company; or
E. The Company proposes to effect any transaction not specified
above which would require an adjustment of the Exercise Rate
pursuant to Paragraph 10 hereof;
then the Company shall cause to be mailed to Holders of this
Warrant, at least ten (10) days prior to the applicable record or
other date hereinafter specified, a notice describing such
transaction in reasonable detail, specifying the character, amount
and terms of all securities and the amounts of cash and other
property, if any, involved in such transaction and stating (i) the
date as of which the holders of Common Stock (or any such other
shares) of record to be entitled to receive any such dividend,
distribution, rights, or warrants is to be determined, or (ii) the
date of which any such subdivision, combination, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation,
winding up, or other transaction is expected to become effective,
and the date as of which it is expected that holders of Common
Stock (or any such other
<PAGE> 11
Page 11
shares) of record shall be entitled to exchange the same for
securities or other property, if any, deliverable upon such
transaction.
12. The Company covenants and agrees that it will not merge or
consolidate with or into or sell or otherwise transfer all or
substantially all of its assets to any other corporation or entity
unless at the time of or prior to such transaction such other
corporation or other entity shall expressly assume all of the
liabilities and obligations of the Company under this Warrant and
(without limiting the generality of the foregoing) shall expressly
agree that the Holder of this Warrant shall thereafter have the
right (subject to subsequent adjustment as nearly equivalent as
practicable to the adjustments provided for in Paragraph 10 of
this Warrant) to receive upon the exercise of this Warrant the
number and kind of shares of stock and other securities and
property receivable upon such transaction by a Holder of the
number and kind of shares which would have been receivable upon
the exercise of this Warrant immediately prior to such
transactions.
13. The Holder of this Warrant Certificate, each transferee hereof and
any holder and transferee of any Shares, by his acceptance
thereof, agrees that (i) no public distribution of Warrants or
shares will be made in violation of the Act, and (ii) during such
period as the delivery of a prospectus with respect to Warrants or
Shares may be required by the Act, no public distribution of
Warrants or Shares will be made in a manner or on terms different
from those set forth in, or without delivery of, a prospectus then
meeting the requirements of Section 10 of the Act and in
compliance with all applicable state securities laws. The Holder
of this Warrant Certificate and each transferee hereof further
agrees that if any distribution of any of the Warrants or Shares
is proposed to be made by them otherwise than by delivery of a
prospectus meeting the requirements of Section 10 of the Act, such
action shall be taken only after submission to the Company of an
opinion of counsel, reasonably satisfactory in form and substance
to the Company's counsel, to the effect that the proposed
distribution will not be in violation of the Act or of applicable
state law. Furthermore, it shall be a condition to the transfer of
the Warrants that any transferee thereof deliver to the Company
his written agreement to accept and be bound by all of the terms
and conditions contained in this Warrant Certificate.
14. This Warrant Certificate shall be exercisable only during the
continuance of the Holder's employment at the Company or its
subsidiaries, except that:
a. If the Holder ceases to be an employee at the Company (or a
subsidiary of the Company) for any reason other than by death
or disability, this Warrant Certificate may be exercised by
Holder, to the extent that it was exercisable at the date of
termination, at any time within three months
<PAGE> 12
Page 12
after the date Holder ceases to be an employee, but not
later than (EXP_DATE) except that, in case of his death oR
disability within that three-month period, this Warrant
Certificate may be exercised as provided in subparagraph (b)
below.
b. If the Holder dies or becomes disabled during employment or
within the three-month period referred to in subparagraph (a)
above, this Warrant Certificate may be exercised, to the
extent that it was exercisable by the Holder at the date of:
(i) death, by the person or persons to whom Holder's rights
under this Warrant Certificate pass by will or by the
laws of descent and distribution or
(ii) disability, by the Holder's legal representative,
at any time within one year after the date of Holder's death
or disability, but not later than (EXP_DATE).
The determination by the Company's Board of Directors of the
reason for termination of the Holder's employment shall be binding
and conclusive on the Holder.
WITNESS the following signatures as of (FULL_GRANT_DATE).
SEITEL, INC.
By:
------------------------------------------
Paul A. Frame
Chief Executive Officer
Accepted:
--------------------------------
(First_Name)(Last_Name)
<PAGE> 13
Page 13
PURCHASE FORM
TO: SEITEL, INC. DATE:
------------------------
The undersigned hereby irrevocably elects to exercise the attached
Warrant Certificate No. (WARRANT_Plan_Type) (WARRANT_Plan_Number), to the
extent of __________ shares of Common Stock, $.01 par value per share of SEITEL,
INC., and hereby makes payment of ____________ in payment of the aggregate
exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name: (First_Name)(Last_Name)
Address:
------------------------------------
------------------------------------
------------------------------------
------------------------------------
----------------------------------------------
By:
-------------------------------------------
