EX-10.12 18 dex1012.txt AMENDE 1995 WARRANT RELOAD PLAN EXHIBIT 10.12 SEITEL, INC. AMENDED AND RESTATED 1995 WARRANT RELOAD PLAN The Board of Directors of Seitel, Inc. (the "Company") has adopted this 1995 Warrant Reload Plan (the "Plan"), effective as of January 1, 1995. The Plan applies only to the 61 warrantholders (the "Warrantholders") and the warrants to purchase common stock of the Company held by the Warrantholders as of the effective date hereof (the "Warrants"), which Warrantholders and Warrants are listed on Exhibit A hereto. The Company shall, on exercise of any Warrant by a Warrantholder according to the terms thereof at any time prior to expiration thereof, grant replacement warrants ("Replacement Warrants") to the exercising Warrantholder. Such Replacement Warrants shall be granted effective on the later of (i) the exercise of the applicable Warrant, (ii) confirmation from the New York Stock Exchange that stockholder approval of this Plan is not required, or (iii) at the request of any Warrantholder, such later date as may be required to avoid the imposition of short-swing profits liability under Section 16 of the Securities Exchange Act of 1934, and the regulations thereunder. Warrantholders who are not a director or employee of the Company or a majority-owned subsidiary as of the date of exercise of a Warrant shall not be entitled to be granted Replacement Warrants under this Plan with respect to such exercise. Warrantholders will not be entitled to any grant of Replacement Warrants under this Plan upon exercise of Replacement Warrants. The Replacement Warrants shall expire on the later of (i) the date five (5) years after the date that the exercised Warrant is exercised, or (ii) the expiration date of the exercised Warrant, and shall entitle the Warrantholder to purchased the same number of shares of Company common stock as the Warrantholder purchased upon exercise of such Warrant. The Replacement Warrants shall have an exercise price equal to either (i) the closing price of Company common stock as reported on the New York Stock Exchange on the effective date of grant of the Replacement Warrant, or (ii) at the request of the Warrantholder, such greater exercise price as may be required to avoid the imposition of short-swing profits liability under Section 16 of the Securities Exchange Act of 1934, and the regulations thereunder. No Replacement Warrant shall be exercisable until the Company has received notice from the New York Stock Exchange that the shares issuable upon exercise of the Replacement Warrants have been approved for listing on the Exchange subject to issuance. The Company may place other restrictions on the exercisability of the Replacement Warrants as may be required to comply with applicable laws, including but not limited to restrictions limiting or prohibiting exercise prior to registration pursuant to applicable securities laws of the shares issuable upon exercise. The Replacement Warrants shall not be sold, transferred, pledged, assigned, hypothecated or otherwise disposed of in any manner by any Warrantholder except by will or by the laws of descent and distribution, and shall not be assignable by operation of law or subject to execution, attachment or similar process. Except as set forth in this Plan, the Replacement Warrants will contain substantially the same terms and conditions as the Warrants. The Board of Directors reserves the right to terminate this Plan at any time upon notice to the Warrantholders, and no Warrantholder shall have any rights or claims against the Company upon such termination, it being the intention of this Plan that the right to any grant of Replacement Warrants shall not vest in any Warrantholder until exercise of a Warrant, and shall then vest only as to the grant of a Replacement Warrant with respect to such exercise of such Warrant. Page 24 of 27 Exhibit A SEITEL, INC. 1995 Warrant Reload Plan Listing of Warrant Holders and Warrants Outstanding as of January 1, 1995 Warrants Employee Outstanding ------------------- ----------- Brian Adsit 4,569 Linda Diane Allison 418 Debra Bartholowmew 85 Richard Boespflug 302 James Bowers 270 Peter Bryant 340 William Burke 1,443 Horace Calvert 345,399 Margaret Carpenter 532 Robert Choate 2,585 John Cox 405 Walter Craig 30,652 Angela Cunningham 133 Twana Dryer 559 Karen Duxbury 8,882 Otis Elmore 510 Juan Falcon 253 Allan Filipov 2,419 Paul Frame 345,399 Arthur Freeman 4,513 Jay Green 24,271 James Harley 6,461 Cheryl Heath 944 Mary Hopping 99 Wanda Jones 281 Tammy Holbrook 455 Marcia Kendrick 952 Philip Koine 460 David Lawi 202,863 David Scott Lemke 537 Doreen Lorenzo 4,846 Jesse Marion 10,577 Allana Ruby 20,963 Kathy McCarty 523 James McGinnis 1,752 Joe Morgan 26,324 Page 25 of 27 Exhibit A, continued... SEITEL, INC. 1995 Warrant Reload Plan Listing of Warrant Holders and Warrants Outstanding as of January 1, 1995 Warrants Employee Outstanding ------------------- ----------- Juan Nieto 26 Thomas Norton 375 Michael Oline 457 Charles Patterson 1,418 Herbert Pearlman 245,291 Cathryn Penn 196 Charles Puckett 352 Paul Richard 4,908 Jay Rives 123,463 Steven Sahinen 2,583 Charles Scalf 155 Rick Schmid 2,623 Lori Segeth 2,458 Jay Silverman 3,282 Robert Simon 34,229 Samuel Sloan 625 Christopher Talbot 6,080 Kyle Tillman 3,794 Karen Underwood 791 Debra Valice 78,666 Richard Veazy 349 Ysidro Villarreal 834 David Wegner 80,627 James Cortis Wilson 69 Phillip Worsham 495 ========== 1,646,122 ==========