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Exhibit
10.11
SEITEL HOLDINGS,
INC.
2007 NON-QUALIFIED
STOCK OPTION PLAN
EFFECTIVE FEBRUARY 14,
2007
1. Purpose of Plan
. This 2007 Non-Qualified Stock Option Plan (the “
Plan ”) of Seitel Holdings, Inc., a Delaware
corporation (the “ Company ”), is designed to
provide incentives to such present and future Employees of the
Company or its Subsidiaries, as may be selected in the sole
discretion of the Committee, through the grant of Options by the
Company to Participants. This Plan is intended to advance the best
interests of the Company by providing those persons who have a
substantial responsibility for its management and growth with
additional incentives by allowing them to acquire an ownership
interest in the Company and thereby encouraging them to contribute
to the success of the Company and to continue to provide services
to or remain employed by the Company and its Subsidiaries (as the
case may be). The availability and offering of Options under the
Plan also increases the Company’s ability to attract and
retain individuals of exceptional managerial talent upon whom, in
large measure, the sustained progress, growth and profitability of
the Company depends. All options granted under the Plan are
intended to qualify for an exemption (the “ Exemption
”) from the registration requirements under the Securities
Act, pursuant to Rule 701 of the Securities Act. In the event that
any provision of the Plan would cause any option granted under the
Plan to not qualify for the Exemption, the Plan shall be deemed
automatically amended to the extent necessary to cause all Options
granted under the Plan to qualify for the Exemption.
2. Definitions .
Certain terms used in this Plan have the meanings set forth
below:
“ Agreement
” means the agreement between the Company and a Participant
pursuant to which an Option is granted and which specifies the
terms and conditions of that Option, including the vesting
requirements applicable to that Option. All Options granted under
the Plan shall be evidenced by Agreements.
“ Approved Sale
” shall have the meaning ascribed to such term in the
Securities Holders Agreement.
“ Board ”
means the Company’s board of directors.
“ Cause ”
shall have the meaning ascribed to such term in the applicable
Employment Agreement, or if none, the Securities Holders
Agreement.
“ Common Stock
” means the Company’s Common Stock, par value $0.001
per share.
“ Code ”
means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder, as the same may be amended from
time to time and any successor statute.
“ Committee
” means the Board or a committee of the Board designated to
administer the Plan. Upon the consummation of a Public Offering the
Committee shall be composed of two or more directors appointed by
the Board, each of whom shall be a “non-employee
director” as defined in Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the “ 1934 Act
”), and an “outside director” as defined in
Section 162(m) of the Code.
“ Disability
” has the meaning set forth in the applicable Employment
Agreement between the Participant and the Company, or if none, the
Securities Holders Agreement.
“ Employee
” means a senior executive employee of the Company and/or any
of its Subsidiaries listed on Schedule A hereto. Notwithstanding
the foregoing, the Board may, in its sole discretion, designate
such other employees of the Company as Employees for purposes of
participation in the Plan.
“ Employment
Agreement ” means the employment agreement by and between
a Participant and the Company and/or any of its Subsidiaries or
Affiliates as appropriate, as in effect from time to
time.
“ Employment
Termination Date ” means the first date on which a
Participant is no longer employed by the Company or its
Subsidiaries for any reason.
“ Fair Market
Value ” of the Option Shares shall mean the fair market
value of the Option Shares as determined in good faith by the
Committee.
“ Investor
” means ValueAct Capital Master Fund, L.P., a British Virgin
Islands limited partnership, or any Successor thereto.
“ Non-Qualified
Stock Option ” means an option which is not intended to
constitute an “Incentive Stock Option” within the
meaning of Section 422 of the Code.
“ Option ”
means a Non-Qualified Stock Option to purchase Common Stock of the
Company granted pursuant to the Plan which has an exercise price no
less than the Fair Market Value of the underlying Common Stock on
the date of grant and has a term of no more than ten
years.
“ Participant
” means an Employee who is granted an Option
hereunder.
“ Person ”
means an individual, a partnership, a corporation, a limited
liability company, an association, a joint share company, a trust,
a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision
thereof.
“ Public
Offering ” shall have the meaning ascribed to such term
in the Securities Holders Agreement.
“ Securities Act
” means the Securities Act of 1933, as amended, and any
successor statute thereto.
“ Securities Holders
Agreement ” means the Securities Holders Agreement by and
among Seitel Holdings, LLC, Valueact Capital Master Fund, L.P., and
the Management Investors identified therein, dated January 8,
2007, as amended from time to time.
“ Subsidiary
” means any corporation (other than the Company),
partnership, joint venture or other business entity of which 50% or
more of the outstanding voting power is owned, directly or
indirectly, by the Company.
“ Successor
” means: (i) a “Permitted Transferee” as
defined in the Securities Holders Agreement, (ii) the legal
representative of the estate of a deceased Participant or
(iii) the Person or Persons who shall acquire the right to
exercise an Option by bequest or inheritance or other transfer or
by reason of the death of the Participant or (iv) Persons who
shall acquire the right to
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exercise an Option on behalf
of the Participant as the result of a determination by a court or
other governmental agency of the incapacity of the
Participant.
Capitalized terms used in
this Plan and not defined herein shall have the meanings ascribed
thereto in the Securities Holders Agreement.
3. Administration of
the Plan .
3.1. The Plan shall be
administered by the Committee, which shall have full power to
interpret and administer the Plan and full authority to act in
selecting the Employees to whom Options will be granted, in
executing Agreements with Participants under the Plan, in
determining whether, and to what extent, Options may be
transferable by the Participant in accordance with the Securities
Holders Agreement, in determining the amount of Options to be
granted to each such Employee, and in determining the terms and
conditions of Options granted under the Plan.
3.2. Subject to the other
terms of the Plan, the Committee shall, in its discretion as
reflected by the terms of the applicable Option Agreement:
(i) determine from time to time those eligible Employees to
whom Options are to be granted and the number of shares subject to
each such Option; (ii) determine the time or times when and
the manner and condition in which each Option shall vest or become
exercisable and the duration of such exercise period, if
applicable; and (iii) determine or impose other conditions to
the receipt of Common Stock subject to the Option under the Plan as
it may deem appropriate.
3.3. The Committee may
condition the vesting or exercise of an Option upon: (i) the
Employee’s continued service over a period of time with the
Company or its Subsidiaries, or (ii) any combination of the
above conditions, as specified in the Agreement. If the specified
conditions are not attained, the Participant shall forfeit the
portion of the Option with respect to which those conditions are
not attained, and the underlying Common Stock shall be forfeited to
the Company.
3.4. The Committee shall have
the power to adopt regulations for carrying out the Plan and to
make changes to such regulations as it shall, from time to time,
deem advisable. Any interpretation by the Committee of the terms
and provisions of the Plan and the administration thereof, and all
actions taken by the Committee, shall be final and binding on
Participants and Successors, if applicable.
4. Shares of Common
Stock Subject to the Plan .
4.1. Subject to adjustment as
provided in Section 6 hereof, 92,898 shares (equal to 8.5% of
the Company’s Common Stock on a fully diluted basis on the
date this Plan is adopted by the Board) shall b
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