Exhibit 10.1
GEOKINETICS, INC.
1 Riverway - Suite
2100
Houston, TX 77056
March 8, 2007
Mr. David A. Johnson
P.O. Box 727
Simonton, TX 77476
Re: Geokinetics, Inc.
Employment Relationship-CEO
Dear Mr. Johnson:
This is to set forth the principal
terms of an employment relationship between you and Geokinetics,
Inc. (the “Company” or
“Geokinetics”). Please review the following and,
if acceptable, please indicate your acceptance in the place marked
below.
1. Your title would be
President and Chief Executive Officer and you would report directly
to the Board of Directors of the Company. You will also
continue to be nominated for election as a Director of the
Company. You will devote substantially all of your business
time and attention and best efforts to the affairs of Geokinetics;
provided, however, that you may engage in other activities
involving charitable, educational and similar organizations and,
with the permission of the Board of Directors, passive investment
activities, as long as such activities do not interfere materially
with the discharge of your duties at Geokinetics.
2. You would be paid an annual
salary at the rate of $350,000 plus reimbursement of business
expenses against proper vouchers in accordance with Company
policies. Your salary will be reviewed annually.
3. As an inducement to sign
this agreement, you will be awarded 50,000 restricted shares of
Geokinetics stock. Restrictions on selling these shares will
be lifted over a 4 year period, with 1/4 lifted on each of the
first, second, third and fourth anniversaries of the date of this
letter. The restrictions on these shares will be lifted upon
your death. Other conditions of relating to the lifting
of restrictions from the 2002 Stock Option Plan, as amended, will
apply, including lifting of restrictions due to change of
control.
4. In the event there is a
material negative change in your job scope or remuneration package
(including severance at the Company’s request or associated
with a change of control) and in the absence of termination for
cause, you will have the right to
terminate your employment and
receive a severance package equal to two times the sum of your base
salary and the most recent non-zero cash bonus. In addition,
all restrictions will be lifted from the 50,000 share restricted
stock award you have been gr
