UNFUNDED SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN
THIS UNFUNDED SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN (the
"Agreement") is made and entered into on the date hereinafter set
forth by and between GEODYNAMICS CORPORATION, a California
corporation ("Geodynamics") and BRUCE J. GORDON ("Gordon").
WHEREAS:
A. Geodynamics and Gordon have entered into an Employment
Agreement (the "Employment Agreement") which, among other things,
provides that Gordon will be granted an Unfunded Supplemental
Employee Retirement Plan ("SERP") as a consideration to induce
Gordon to accept the role of President and Chief Executive
Officer of Geodynamics; and
B. The parties hereto wish to set forth the terms of the
SERP in this Agreement.
NOW, THEREFORE, in consideration of the premises and
promises, warranties and representations herein contained, it is
agreed as follows:
1. Unfunded Deferred Compensation. In consideration
of Gordon's acceptance of employment with Geodynamics,
Geodynamics hereby agrees that Gordon shall receive up to ONE
HUNDRED THOUSAND DOLLARS ($100,000) in deferred compensation,
payable at the rate of TWO THOUSAND DOLLARS ($2,000) per month,
payable on the first day of each month commencing on the later of
(i) April 1, 1996 or (ii) one month following the termination of
the Employment Agreement, but no earlier than April 1, 1996, with
the final payment due in June, 2000.
2. Effect of a Termination on Compensation. Unless
Gordon voluntarily terminates his employment in accordance with
Section 7.1.3 of the Employment Agreement, or his employment is
terminated for cause in accordance with Section 7.1.6 of the
Employment Agreement, all compensation provided hereunder will be
payable to his successor in interest, Bruce J. Gordon and Janet
M. Gordon, Trustees U/A the Gordon Family Trust dated 12-12-89
(the "Trust").
3. Miscellaneous.
3.1 Notices. Any notice required to be given pursuant
to this Agreement shall be effective only if in writing and
delivered personally or by mail. If given by mail, such notice
must be sent by registered or certified mail, postage prepaid,
mailed to the parties at the addresses set forth on the signature
page hereof, or at such other addresses as the parties may
designate from time to time by written notice. Mailed notices
shall be deemed received two (2) business days after the date of
deposit in the mail.
3.2 Partial Invalidity. If any term or provision of
this Agreement or the application thereof to any person or
circumstance shall be held to be invalid or unenforceable to any
extent, the remainder of this Agreement or application of such
term or provision to persons or circumstances other than those to
which it is held invalid or unenforceable shall not be affected
thereby and each term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
3.3 Waiver. No waiver of any right hereunder shall be
effective for any purpose, unless in writing, signed by the party
hereto possessing said right, nor shall any such waiver be
construed to be a waiver of any subsequent right, term or
provision of this Agreement.
3.4 Assignment; Effect on Agreement. It is hereby
acknowledged and agreed that Gordon's rights and obligations
under this Agreement are personal in nature and shall not be
assigned or delegated. This Agreement shall be binding on and
inure to the benefit of the heirs, personal representatives,
successors and assigns of the parties subject, however, to the
restrictions on assignment and delegation contained herein.
3.5 Arbitration. All disputes regarding the
interpretation or enforcement of this Agreement shall be subject
to arbitration in Torrance, California before one (1) arbitrator
selected in accordance with the rules of the American Arbitration
Association.
3.6 Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California and shall be subject to the jurisdiction of the State
Courts located in Los Angeles, California or the Federal Court
for the Central District of California.
3.7 Entire Agreement. This Agreement contains the
entire agreement and understanding between the parties and
supersedes all prior agreements and understandings, oral or
written. No modification, termination or attempted waiver shall
be valid, unless in writing and signed by both parties. There
are no other inducements to Gordon entering into this Agreement.
3.8 Counsel. This Agreement was prepared by
Geodynamics' counsel, and Gordon acknowledges that he was advised
to seek independent counsel prior to executing this Agreement.
(Signatures on next page)
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 14th day of June, 1995.
GEODYNAMICS:
GEODYNAMICS CORPORATION,
a California corporation
By:______________________________________
Title:____________________________________
Address:
21171 Western Avenue, Suite 110
Torrance, CA 90501
GORDON:
/s/ Bruce J. Gordon
BRUCE J. GORDON
Address:
P.O. Box 3644
Rancho Santa Fe, CA 92067