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THIS EMPLOYMENT AGREEMENT entered into as of the 1st day of April A.D. 1997.
BETWEEN:
VERITAS DGC INC., a Delaware corporation,
having an office in Houston, Texas
(hereinafter called the "Company")
OF THE FIRST PART
AND:
STEPHEN J. LUDLOW ("Ludlow")
OF THE SECOND PART
WHEREAS, the Company is engaged in the business of the acquisition and
processing of seismic data and other activities related to the oil and gas
industry and is desirous of engaging the services of Ludlow in the capacity of
President and Chief Operating Officer;
AND WHEREAS the Company and Ludlow have agreed to the compensation,
terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants hereinafter contained, the parties hereto covenant and agree
as follows, namely:
1. The Company agrees to retain the services of Ludlow and Ludlow
hereby agrees to provide managerial services to the Company for a period of
twenty-four (24) months, commencing on the 1st day of April, A.D. 1997 and
continuing until the 31st day of March, A.D. 1999, at which time this Agreement
shall be automatically renewed for successive one (1) year periods on the
anniversary date of the Agreement unless terminated by either party hereto on
written notice to the other, such notice to be delivered at least thirty (30)
days prior to the expiry of the initial twenty-four (24) month period or any
renewal thereof.
In the event that the Company gives notice of non-renewal, or of
termination, other than for just cause under Clause 5 hereof, Ludlow shall be
entitled to receive from the Company within thirty (30) days an amount equal to
twenty- four (24) months compensation at the rate set out in Clause 3(a)(i) or
any amendment thereto.
2. Ludlow shall provide his managerial expertise to the Company
which shall include but not be limited to responsibility for the organization,
financial management, administrative, technical direction, personnel relations
and such other related duties and shall further devote his efforts, time,
attention and ability to the business and affairs of the Company on a full time
and
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exclusive basis. Ludlow shall not have any business interest which is in
direct competition with any business of the Company. If, in the reasonable
opinion of the Company, Ludlow does acquire or becomes a competitor of any
business of the Company, Ludlow agrees to immediately take such steps as may be
necessary to divest himself of such interest within thirty (30) days of receipt
of notice from the Company to that effect.
3. (a) The compensation package paid to Ludlow for its
services shall be as follows, namely:
(i) a monthly fee of Eighteen Thousand Seven Hundred
Fifty Dollars ($18,750) payable in two equal installments of Nine Thousand
Three Hundred Seventy-Five Dollars ($9,375.00), such payments being due and
payable on the 15th and last day of each month, commencing April 15, 1997.
(ii) such further and additional payments to Ludlow by way
of bonuses, or other remuneration as from time to time determined by the Board
of Directors of the Company. Any such payments will be based on increased
earnings and cash flow per share achieved by Ludlow, and such other financial
and non-financial targets as the Board of Directors set from year to year.
4. Ludlow shall be reimbursed by the Company for all expenses
actually and properly incurred by him in connection with his duties hereunder,
and for all such expenses he shall furnish statements and voucher to the
Company. Ludlow shall also have a vehicle for use in performing his duties
hereunder, and the Company shall from time to time compensate him for expenses
associated with the said vehicle in a manner determined by the Board of
Directors of the Company.
5. The parties hereto each agree that this Contract may be
terminated by the Company for just cause immediately upon the giving of written
notice by the Company to Ludlow specifying the effective date of termination
and as well specifying the event or events which constitute the "just cause"
for terminating this contract.
6. In consideration of the fees payable to Ludlow hereunder, he
agrees that he shall not at any time during the term of this Agreement nor for
a period of one year thereafter divulge to any person, firm or corporation the
names of any or all of the clients or customers of the Company any special
knowledge, method or confidential information obtained by him during the term
of this Agreement.
7. Any notice to be given pursuant to this Agreement shall be
sufficiently given if served personally, or by facsimile transmission, or
mailed, prepaid and registered, addressed to the proper party as follows:
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Veritas DGC Inc.
3701 Kirby Drive, Suite 112
Houston, Texas 77098
Attention: David B. Robson
Stephen J. Ludlow
2719 Lakeside Village Drive
Missouri City, Texas 77459
The above addresses may be changed at any time hereafter by giving thirty (30)
days written notice as hereinabove provided. The date of the receipt of any
such notice shall be deemed conclusively to be the date of delivery if such
notice is served personally or by facsimile transmission or if mailed, three
(3) days after such mailing. In the event of a known interruption of postal
service, service of notice shall be by delivery only.
8. This Agreement shall be governed by and construed under the
laws of the State of Texas.
9. This Agreement shall inure to the benefit of and binding upon
the Company and its successors and assigns.
10. The parties agree that they have expressed herein their
understanding and agreement covering the subject matter of this Agreement. It
is expressly agreed that no implied covenant, condition, term or reservation
shall be read into this Agreement relating to or concerning the subject matter
hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
Agreement, all as of the day, month and year first above written.
VERITAS DGC INC.
By: /s/ David B. Robson
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David B. Robson,
Chairman of the Board and
Chief Executive Officer
/s/ Stephen J. Ludlow
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Stephen J. Ludlow
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