Executive Employment Agreement Between Geokinetics Inc. and Richard F. Miles

Geokinetics, Inc.                                                                                                                                            Executive

________________________________                                                                                                _____________________________

William Ziegler                                                                                                                                                Richard F. Miles

This Employment Agreement (“Agreement”), including the attached Exhibit A, between Geokinetics Inc. (“Company”) and Richard F. Miles (“Executive”) is effective as of the date Executive signs below (“Effective Date”).  The parties to this Agreement execute this Agreement to maximize the value of the Company and for other purposes stated in Exhibit A.  The Company   and Executive agree as follows:

Article 1:  Employment, Compensation and Benefits

1.1            Term and Position .  The Company agrees to employ Executive, and Executive agrees to be employed by the Company,   in the Position and for the Initial Term stated on Exhibit A.  This Agreement will automatically renew for the Renewal Term stated on Exhibit A and successive Renewal Terms unless terminated by one of the parties pursuant to the terms of this Agreement.  During the Initial and any Renewal Terms of this Agreement, Executive shall devote his working time and best efforts to the business and affairs of the Company and the adequate performance of his duties on a full-time basis.

1.2            Compensation .  Executive shall be compensated as set forth on Exhibit A.  Executive’s monthly base salary shall be paid in accordance with the Company’s standard payroll practices, and (as with all other compensation paid to Executive by the Company) is subject to withholding of all federal, state, city, or other taxes as may be required by law.  Compensation may include base salary, annual bonus opportunity and periodic equity-based awards as determined appropriate by the Compensation Committee of the Board of Directors (“Compensation Committee”) or the Board of Directors (“Board”).

1.3            Benefits .  Executive shall be allowed to participate in all general employee benefit plans and programs that the Company has made available to the Company’s employees on the Effective Date or thereafter.  Nothing in this Agreement is to be construed to provide greater rights, participation, coverage, or benefits than provided to similarly-situated employees under the terms of the benefit plans and programs. The   Company is not obligated to institute, maintain, or refrain from changing, amending, or discontinuing any benefit program or plan, so long as such actions are similarly applicable to covered employees generally.  If such benefits are taxable, the Company shall ensure that terms of the benefits comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and other guidance promulgated or issued thereunder (collective, “Section 409A”).  The Company also agrees to indemnify Executive for acts taken on behalf of the Company to the full extent provided in the Company’s Amended Certificate of Incorporation and Bylaws.  The parties to this Agreement agree that the Company may purchase and maintain insurance on, or on behalf of, Executive naming the Company or others as the beneficiary against any liability asserted against the Company or Executive whether or not the Company is obligated to indemnify Executive.

Article 2:  Termination and Associated Compensation

2.1            Termination of Employment .  The Company and Executive acknowledge and agree that Executive's employment is at-will and that either the Company or Executive may, at any time, with or without “Cause,” and with or without notice, terminate the employment relationship.

2.2            Severance Pay .  The Company shall pay Executive “Severance Pay” for the number of months stated on Exhibit A as the “Severance Pay Period” if the Company terminates the Executive’s employment without Cause or the Executive submits a Resignation for Good Reason.  Executive is not entitled to Severance Pay for a termination based on Death/Disability, Resignation without Good Reason, or termination for Cause.  In the event the Company terminates the Executive’s employment without “Cause,” Severance Pay shall be equivalent to Executive’s monthly base pay multiplied by the Severance Pay Period.  In the event Executive submits a Resignation for “Good Reason,” Severance Pay shall be equivalent to Executive’s monthly base salary and one-twelfth (1/12th) of the Executive’s most recent annual bonus multiplied by the Severance Pay Period.  In the event the Executive agrees to a reduction in base salary during the Initial or Renewal Terms, the highest base salary received subsequent to the Effective Date will be used for purposes of calculating the base salary portion of Severance Pay.

The Company shall pay Severance Pay monthly, or in accordance with Company standard payroll practices; provided, however , that the Company shall make no payments until six months after termination, at which point all delayed payments will be made in a lump sum, if Executive is a “Specified Employee” as defined in Section 409A.  The Company also shall continue to cover, under the same contribution terms as active employees, Executive and his dependents as participants under the Company’s medical and dental benefit plan during the Severance Pay Period, unless Executive becomes eligible for coverage under another employer’s plan, regardless of whether Severance Pay is paid monthly, delayed, or paid in a lump sum.  The Company shall have no further obligations to compensate Executive under this Agreement for termination of employment other than paying earned but unpaid salary, paying accrued but unused vacation, continuing to accrue benefits up to the date of termination, and reimbursing Executive for reasonable business expenses incurred prior to termination, such reimbursement to be made per the Company’s standard policies and practices, but in any event, no later than the end of the calendar month after the calendar month in which the expense was incurred.  The following are definitions of terms used in this and other sections of this Agreement.

a.            Cause .  “Cause” means (i) the Executive’s conviction by a court of competent jurisdiction, as to which no further appeal can be taken, of a felony or crime involving moral turpitude, or entering a guilty plea, the plea of nolo contendere , or similar plea to such crime by the Executive regardless of whether crime is subject to deferred adjudication, expunged, sealed, or erased; (ii) the commission by the Executive of a material act of fraud; (iii) the material misappropriation of funds or property by the Executive; (iv) the knowing engagement by the Executive, without the written approval of Company, in any material activity which directly competes with the business of the Company or its affiliates, or which would directly result in a material injury to the business or reputation of the Company or any affiliate; (v) Executive’s violation of any material provision of this Agreement or Company rule, policy, or practice; or (vi) Executive’s gross negligence or willful misconduct in the performance of Executive’s duties for the Company or affiliates (other than by reason as set forth in Section 2.2(d)).   Provided, however, Executive shall not be deemed to have been terminated for Cause under (v) or (vi) unless Company management after consulting with the Board delivers written notice specifically identifying the violation or performance failure that sets forth specific facts, circumstances and examples of Executive’s failure, as determined in good faith by the Company, and Executive’s continued failure or inability to cure, if curable, such violations or performance failures within the time period set by the Company, but in no event less than thirty business days after his receipt of the initial notice.

b.            Good Reason .  “Good Reason” means the occurrence of any one or more of the following:  (i) material adverse change in Executive’s status as an executive of the Company including, without limitation, Executive’s position, authority, duties or responsibilities; (ii) any adverse change in Executive’s base monthly salary or target bonus; (iii) relocation of Executive’s office from the location on the Effective Date of this Agreement to a location more than fifty (50) miles from the location on the Effective Date; or (iv) Company’s material breach of this Agreement.  For purposes of this Agreement, changing the Company’s status to a private entity, changing the stock exchange on which the Company is listed, or a “Change in Control, as defined by the Company’s most recent Stock Awards Plan, shall not be considered a “Good Reason”

c.            Resignation .  “Resignation” means Executive’s decision to terminate employment for a Good Reason or without Good Reason