EMPLOYMENT AGREEMENT
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

FOURTH AMENDMENT TOEMPLOYMENT AGREEMENT

 

                              EMPLOYMENT AGREEMENT
 
         THIS AGREEMENT is made and entered into by and between INPUT/OUTPUT,
INC. (the "Company"), having a business address at 11104 West Airport
Boulevard, Stafford, Texas 77477-3016, and Timothy Probert (the "Executive"),
having a mailing address at 14842 Bramblewood Drive, Houston, Texas 77079.
 
         WHEREAS, the Company wishes to employ the Executive and to assure
itself of the services of the Executive for the period provided in this
Agreement, and the Executive wishes to be employed by the Company for such
period on the terms and conditions hereinafter provided.
 
         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:
 
         1. EMPLOYMENT. Upon the terms and subject to the conditions contained
in this Agreement, the Executive agrees to provide services as provided herein
for the Company during the term of this Agreement. The Executive agrees to
devote his best efforts and fulltime to the business of the Company, and shall
perform his duties in a diligent and business-like manner, all for the purpose
of advancing the business of the Company.
 
         2. DUTIES. The duties of the Executive shall be those duties which can
reasonably be expected to be performed by a person with the title President and
Chief Executive Officer of Input/Output, Inc. The Executive shall report
directly to the Board of Directors of the Company.
 
         3. EMPLOYMENT TERM. Subject to the terms and conditions hereof, the
Company agrees to employ the Executive for a term commencing as of March 1,
2000 (the "Effective Date") and continuing until February 28, 2004 (the
"Primary Term"), unless renewed in accordance with the terms of this Section 3.
Beginning February 28, 2004, this Agreement shall be automatically renewed each
February 28 for successive one-year terms, unless either the Company or the
Executive provides written notice of election not to renew, at least 60 days
before the applicable renewal date. The "term of this Agreement" includes the
Primary Term together with any renewal periods.
 
         4. SALARY AND BENEFITS.
 
                  (a) Base Salary. The Company shall, during the Primary Term
         of this Agreement, pay the Executive an annual base salary of $300,000
         beginning on March 1, 2000. Such salary shall be paid in bi-monthly
         installments, minus applicable withholding and authorized salary
         deductions. The base salary will be reviewed annually by the Board of
         Directors. The Company may not,
 
 
 
 
<PAGE>   2
 
         however, reduce the Executive's base salary at any time during the
         Primary Term.
 
                  (b) Bonus. The Executive shall be eligible to participate in
         the Input/Output, Inc. Annual Incentive Plan (the "Plan") for the
         Company's fiscal year commencing June 1, 2000. For the fiscal year
         ending May 31, 2001, Executive shall be entitled to receive a minimum
         bonus under the Plan in the amount of 50% of his annual base salary
         reduced by the value of any restricted stock grants (valued for the
         purposes of this subparagraph (b) at the closing price per share on
         the New York Stock Exchange composite transactions tape on the date of
         grant) provided that Executive is still so employed on the bonus
         payment date, but in any case no later than July 31, 2001.
 
                  (c) Stock Options. The Executive shall be granted a
         nonqualified stock option effective March 1, 2000, to purchase 150,000
         shares of common stock of the Company under the Input/Output, Inc.
         1990 Stock Option Plan (the "Option Plan") having an exercise price
         equal to the fair market value of the stock on the date of grant. The
         option grant will be evidenced by the Company's standard stock option
         agreement. This option will vest in equal annual installments over a
         four-year period beginning on the date of grant. This option will have
         a term of ten years and will otherwise be subject to the standard
         terms and conditions of the Option Plan and as follows: (i) if the
         Executive's employment is terminated by the Company for any reason or
         Executive resigns or otherwise terminates his employment for any
         reason prior to a "change of control" (as defined in the Option Plan
         as of the date hereof) the option shall be vested and exercisable in
         accordance with the terms of the Option Plan as of the date hereof and
         the option agreement to be entered into between Company and Executive;
         (ii) if the Executive's employment is terminated by the Company for
         any reason other than for "Cause," or Executive resigns for Good
         Reason, in either event, within eighteen (18) months after a change of
         control all unvested installments of option shares under such option
         shall thereupon automatically accelerate and become fully vested
         (provided, however, that if Executive resigns for a Good Reason as
         defined in Section 5(b)(i)(A) below and has not remained employed with
         the Company for a period of at least one (1) year after the change of
         control date any unvested installment option shares shall vest in
         accordance with the Option Plan and the option agreement between the
         Company and Executive) ; and (iii) if Executive becomes entitled to an
         Employment Payment as defined under Section 5(b), any unvested
         installments of option shares under such option shall upon such
         resignation of Executive automatically accelerate and become fully
         vested; (iv) except as provided in (iii), if the Executive's
         employment is not terminated within eighteen (18) months after such
         change of control date, the terms of the Option Plan and option
         agreement entered into
 
 
                                     - 2 -
 
 
<PAGE>   3
 
         between Company and Executive shall thereafter be controlling with
         respect to vesting and the exercise of option rights.
 
                  (d) Stock Purchase Incentive. With respect to each share of
         Company stock purchased by the Executive or a family trust (in which
         Executive is a beneficiary or has investment control and discretion)
         between March 22, 2000 and April 14, 2000 on the open market or
         otherwise, but not pursuant to the Option Plan or any other equity
         compensation or benefit plan of the Company, the Company shall grant
         an option under the Option Plan effective April 14, 2000 pursuant to
         an option agreement to be entered into between the Company and the
         Executive to purchase three (3) shares of Company stock at an exercise
         price which is equivalent to the closing sales price per share of the
         Company's common stock on the New York Stock Exchange on April 14,
         2000, as reported on the composite transactions tape for that date.
         The maximum number of shares to be purchased by the Executive between
         March 22, 2000 and April 14, 2000 that are eligible for this matching
         option shall be 50,000. For example, if the Executive purchases 50,000
         shares on March 30, 2000, the Company will grant the Executive an
         option to purchase 150,000 shares of common stock and no more options
         will be granted under this Section 4(d). In order to receive a grant
         under this Section 4(d), the Executive must present written evidence
         to the Company of the Executive's purchases of shares no later than
         April 20, 2000 and the Executive must undertake to hold the shares so
         purchased for a period of at least six (6) months. Any such purchases
         shall be subject to the Executive's obtaining prior consent from the
         Company's appropriate compliance officer with respect to securities
         transactions by employees, and his compliance with all other
         applicable laws and regulations. Any option shares granted under this
         Section 4(d) shall vest in equal annual installments over a four-year
         period beginning on the effective date of the grant. All options to be
         granted in accordance with this Subsection (d) shall have identical
         features respecting vesting and acceleration as defined in Subsection
         (c) above.
 
                  (e) Reimbursement of Expenses. The Company shall reimburse
         the Executive for all out-of-pocket expenses incurred by the Executive
         in the course of his duties, in accordance with normal Company
         policies.
 
                  (f) Employee Benefits. The Executive shall be entitled to
         participate in all employee benefit programs generally available to
         employees of the Company and to receive all normal perquisites
         provided to senior executive officers of the Company subject to the
         terms and conditions of the plans or programs. Executive shall be
         entitled to a minimum of twenty (20) vacation days annually.
 
 
 
                                     - 3 -
<PAGE>   4
 
         5. TERMINATION OF EMPLOYMENT. The Board of Directors of the Company
may terminate the employment of the Executive at any time as it deems
appropriate.
 
                  (a) Termination Without Cause or Good Reason. If, during the
         term of this Agreement, the Company terminates the Executive's
         employment for any reason other than for Cause (as defined in Section
         5(c) of this Agreement) or Executive terminates his employment for
         Good Reason, in either event, prior to a "Change of Control" (as
         defined in Section 5(b)(ii) hereof), the Company shall pay to the
         Executive an amount (the "Severance Payment") equal to the sum of (i)
         plus (ii), where (i) is the Executive's base salary as in effect on
         his date of termination multiplied by two (2) and (ii) is two (2)
         multiplied by Executive's average annual bonus payments for the three
         (3) most recently completed fiscal years of the Company (or, in the
         event that the Executive has not been employed by the Company for at
         least three (3) fiscal years as of the date of his termination, the
         average sum of Executive's annual bonus payments during Executive's
         employment with the Company); in the event that the Executive is
         employed less than one (1) year, this annual bonus amount shall be
         deemed to be fifty percent (50%) of his annual base salary as in
         effect on his termination date. For the purposes of this Section 5(a)
         and Section 5(b) below, the bonus relating to any fiscal year shall be
         deemed to have been paid in such fiscal year even if the bonus is
         actually paid in a different fiscal year. If the Executive terminates
         his employment for Good Reason pursuant to this Section 5(a), he must
         notify the Board of Directors of the Company in writing of his intent
         to terminate his employment for Good Reason describing the Good Reason
         event within forty-five (45) days of the occurrence of the Good Reason
         event in order to receive a Severance Payment hereunder. If no such
         written notice is provided by Executive within forty-five (45) days of
         a Good Reason event, the Executive's consent to the event shall be
         presumed and no Severance Payment shall be payable on account of the
         occurrence of the Good Reason event. The amount of any such Severance
         Payment shall be paid in substantially equal bi-monthly amounts over a
         period of two (2) years following his date of termination, less any
         applicable withholding; provided however, that in the event that the
         Executive becomes employed by any employer, whether as a consultant,
         employee or otherwise, at any time during such two-year period
         following his termination of employment, whether or not such
         employment is comparable in duties and compensation to his position
         with the Company, the amount payable to the Executive under this
         Section 5(a) subsequent to any such employment shall be reduced by the
         amount of salary and bonus payable to the Executive on account of such
         employment on a dollar for dollar basis, but such reduction shall not
         exceed 50% of the amount of the Severance Payment.
 
                  (b) Termination After a Change of Control. If, within
         eighteen (18) months following the date of a "Change of Control" of
         the Company (as defined
 
 
                                     - 4 -
<PAGE>   5
 
         below), the Company terminates the Executive's employment for any
         reason other than for "Cause" (as defined in Section 5(c) of this
         Agreement) or the Executive terminates his employment with the Company
         for "Good Reason" (as defined below), the Company shall pay to the
         Executive an amount (the "Change of Control Payment") equal to (i)
         plus (ii) where (i) is three (3), multiplied by the Executive's annual
         base salary as in effect on his termination date and where (ii) is
         three (3) multiplied by the average of the annual bonus payments for
         the three (3) most recently completed fiscal years of the Company (or,
         in the event that the Executive has not been employed by the Company
         for at least three (3) fiscal years as of the date of his termination,
         the average of the sum of the Executive's annual bonus payments during
         the Executive's employment with the Company); in the event that
         Executive is employed less than one (1) year, this annual bonus amount
         shall be deemed to be fifty (50%) percent of his base salary as in
         effect on his termination date. In order to receive any Change in
         Control Payment on account of a Good Reason resignation, Executive
         must provide written notice to the Board of his intent to resign for
         Good Reason within forty-five (45) days after the effective date of
         his resignation. Notwithstanding the foregoing, if the Executive
         terminates his employment for a Good Reason event described in Section
         5(b)(i)(A) below and has not remained employed with the Company for a
         period of at least one (1) year from and after the Change of Control
         date, the number two (2) shall be substituted for the number three (3)
         multiplier in the preceding formula contained in this subparagraph (b)
         in order to calculate the Change of Control Payment that may become
         payable to Executive upon his termination of employment. The amount of
         any such Change of Control Payment shall be paid in a lump sum, less
         applicable withholding, as soon as practicable following such
         termination, and shall be paid in lieu of any Severance Payment
         otherwise payable under Section 5(a) above. In lieu of the Change of
         Control Payment in this Subsection (b) and the Severance Payment in
         Section 5(a) payable on account of Good Reason termination, Executive
         shall be entitled to an "Employment Payment" if Executive remains
         employed for a period of at least twelve (12) months following the
         date of a Change of Control and Executive resigns on account of a Good
         Reason which occurs anytime after the date of a Change of Control,
         calculated as an amount equal to (i) plus (ii) where (i) is three (3),
         multiplied by the Executive's annual base salary as in effect on his
         termination date and where (ii) is three (3) multiplied by the average
         of the annual bonus payments for the three (3) most recently completed
         fiscal years of the Company (or, in the event that the Executive has
         not been employed by the Company for at least three (3) fiscal years
         as of the date of his termination, the average of the sum of the
         Executive's annual bonus payments during the Executive's employment
         with the Company). Executive must provide written notice of his intent
         to resign for Good Reason to the Board within 45 days after the
         effective date of his
 
 
                                     - 5 -
<PAGE>   6
 
         resignation. The Employment Payment shall be paid in the same manner
         as provided for the Change of Control Payment provided herein.
 
                           (i) For purposes of this Agreement, "Good Reason"
                  shall mean:
 
                                    (A) Without his express written consent,
                           the assignment to the Executive of any duties
                           inconsistent with his positions, duties,
                           responsibilities and status with the Company
                           immediately prior to a Change of Control, or a
                           change in his reporting responsibilities, titles or
                           offices as in effect immediately prior to a Change
                           of Control, or any removal of the Executive from or
                           any failure to re-elect the Executive to any of such
                           positions, except in connection with the termination
                           of his employment for Cause, death, permanent and
                           total disability (as such term is defined in Section
                           22(e)(3) of the Internal Revenue Code of 1986, as
                           amended (the "Code")) or retirement in accordance
                           with normal Company policies or by the Executive
                           other than for Good Reason;
 
                                    (B) A reduction by the Company in the
                           Executive's base salary as in effect on the date of
                           a Change of Control or as the same may be increased
                           from time to time thereafter;
 
                                    (C) The Company's requiring the Executive
                           to be based anywhere other than either the Company's
                           offices at which he was based immediately prior to a
                           Change of Control or the Company's offices which are
                           no more than 50 miles from the offices at which the
                           Executive was based immediately prior to a Change of
                           Control, except for required travel on the Company's
                           business to an extent substantially consistent with
                           his business travel obligations immediately prior to
                           the Change of Control (excluding, however, any
                           travel obligations prior to the Change of Control
                           that are associated with or caused by the Change of
                           Control events or circumstances), or, in the event
                           the Executive consents to any relocation beyond such
                           50-mile radius, the failure by the Company to pay
                           (or reimburse the Executive) for all reasonable
                           moving expenses incurred by him relating to a change
                           of his principal residence in connection with such
                           relocation; or
 
                                    (D) Any failure of the Company to obtain
                           the assumption of, or the agreement to perform, this
                           Agreement by any successor as contemplated in
                           Section 7(a).
 
 
 
                                     - 6 -
<PAGE>   7
 
 
                           (ii) For purposes of this Section 5(b), a "Change of
                  Control" of the Company shall mean the occurrence of any of
                  the following events: (A) there shall be consummated any
                  merger or consolidation pursuant to which shares of the
                  Company's common stock would be converted into cash,
                  securities or other property, or any sale, lease, exchange or
                  other disposition (excluding disposition by way of mortgage,
                  pledge or hypothecation), in one transaction or a series of
                  related transactions, of all or substantially all of the
                  assets of the Company (a "Business Combination"), in each
                  case unless, following such Business Combination, the holders
                  of the outstanding common stock immediately prior to such
                  Business Combination beneficially own, directly or
                  indirectly, more than 51% of the outstanding common stock or
                  equivalent equity interests of the corporation or entity
                  resulting from such Business Combination (including, without
                  limitation, a corporation which as a result of such
                  transaction owns the Company or all or substantially all of
                  the Company's assets either directly or through one or more
                  subsidiaries) in substantially the same proportions as their
                  ownership, immediately prior to such Business Combination, of
                  the outstanding common stock of the Company, (B) the
                  stockholders of the Company approve any plan or proposal for
                  the complete liquidation or dissolution of the Company, (C)
                  any "person" (as such term is defined in Section 3(a)(9) or
                  Section 13(d)(3) under the Securities Exchange Act of 1934
                  (the "1934 Act")) or any "group" (as such term is used in
                  Rule 13d-5 promulgated under the 1934 Act), other than the
                  Company, any successor of the Company or any subsidiary or
                  any employee benefit plan of the Company or any subsidiary
                  (including such plan's trustee), becomes a beneficial owner
                  for purposes of Rule 13d-3 promulgated under the 1934 Act,
                  directly or indirectly, of securities of the Company
                  representing 40% or more of the Company's then outstanding
                  securities having the right to vote in the election of
                  directors, or (D) during any period of two consecutive years,
                  individuals who, at the beginning of such period constituted
                  the entire Board, cease for any reason (other than death) to
                  constitute a majority of the directors, unless the election,
                  or the nomination for election by the Company's stockholders,
                  of each new director was approved by a vote of at least a
                  majority of the directors then still in office who were
                  directors at the beginning of the period.
 
                           (iii) Excise Taxes and Gross-Up Payments.
 
                                    (1)     The following benefits of this
                                            Subsection 5(b)(iii) shall only
                                            apply if the aggregate payments and
                                            distributions to the Executive or
                                            for the Executive's benefit
                                            (whether paid or payable or
                                            distributed or
 
 
                                     - 7 -
<PAGE>   8
 
                                            distributable) pursuant to the
                                            terms of this Agreement (the
                                            "Payment") exceeds 2.99 multiplied
                                            by the Executive's "base amount"
                                            (as defined under Section
                                            280G(b)(3) of the Code) by 12.5% or
                                            greater. Only if the Payment to the
                                            Executive satisfies or exceeds such
                                            threshold, then the Executive (i)
                                            shall be entitled to the benefits
                                            and payments set forth in this
                                            Subsection, and (ii) shall be
                                            referred to in this Subsection as
                                            "Tax Eligible Executive."
 
                                    (2)     If it shall be determined that the
                                            Executive is a Tax Eligible
                                            Executive and any or all of the
                                            Payment would be subject to the
                                            excise tax imposed by Section 4999
                                            of the Code (the "Excise Tax"),
                                            then Tax Eligible Executive shall
                                            be entitled to receive from the
                                            Company an additional payment (the
                                            "Gross-Up Payment") in an amount
                                            such that the net amount of the
                                            Payment and the Gross-Up Payment
                                            retained by Tax Eligible Executive
                                            shall be equal to the Payment after
                                            the calculation and deduction of
                                            all Excise Taxes (including any
                                            interest or penalties imposed with
                                            respect to such taxes) on the
                                            Payment and all federal, state and
                                            local income tax, employment tax
                                            and Excise Tax (including any
                                            interest or penalties imposed with
                                            respect to such taxes) on the
                                            Gross-Up Payment provided for in
                                            this Subsection, and taking into
                                            account any lost or reduced tax
                                            deductions on account of the
                                            Gross-Up Payment.
 
                                    (3)     All determinations required to be
                                            made under this Subsection,
                                            including whether the Executive is
                                            a Tax Eligible Executive and
                                            whether and when the Gross-Up
                                            Payment is required and the amount
                                            of such Gross-Up Payment, and the
                                            assumptions to be utilized in
                                            arriving at such determinations
                                            (consistent with the provisions of
                                            this Subsection), shall be made by
                                            the Company's independent certified
                                            public accountants (the
                                            "Accountants"). The Accountants
                                            shall provide Tax Eligible
                                            Executive and the Company with
                                            detailed supporting calculations
                                            with respect to such Gross-Up
                                            Payment within fifteen (15)
                                            business days of the receipt of
                                            notice from the Executive or the
                                            Company that the Executive has
 
 
                                     - 8 -
<PAGE>   9
 
                                            received or will receive a Payment.
                                            In the event that the Accountants
                                            are also serving as accountant or
                                            auditor for the individual, entity
                                            or group effecting the Change of
                                            Control, Tax Eligible Executive
                                            shall appoint another nationally
                                            recognized public accounting firm
                                            to make the determination required
                                            hereunder (which accounting firm
                                            shall then be referred to as the
                                            Accountants hereunder). All fees
                                            and expenses of the Accountants
                                            shall be borne solely by the
                                            Company. All determinations by the
                                            Accountants shall be binding upon
                                            the Company and Tax Eligible
                                            Executive.
 
                                    (4)     For the purposes of determining
                                            whether any of the Payments will be
                                            subject to the Excise Tax and the
                                            amount of such Excise Tax, such
                                            Payments will be treated as
                                            "parachute payments" within the
                                            meaning of Section 280G of the
                                            Code, and all "parachute payments"
                                            in excess of the "base amount" (as
                                            defined under Section 280G(b)(3) of
                                            the Code) shall be treated as
                                            subject to the Excise Tax, unless
                                            and except to the extent that in
                                            the opinion of the Accountants such
                                            Payments (in whole or in part)
                                            either do not constitute "parachute
                                            payments" or represent reasonable
                                            compensation for services actually
                                            rendered (within the meaning of
                                            Section 280G(b)(4) of the Code) in
                                            excess of the "base amount" or such
                                            "parachute payments" are otherwise
                                            not subject to such Excise Tax. For
                                            purposes of determining the amount
                                            of the Gross-Up Payment, Tax
                                            Eligible Executive shall be deemed
                                            to pay federal income taxes at the
                                            highest applicable marginal rate of
                                            federal income taxation for the
                                            calendar year in which the Gross-Up
                                            Payment is to be made and to pay
                                            any applicable state and local
                                            income taxes at the highest
                                            applicable marginal rate of
                                            taxation for the calendar year in
                                            which the Gross-Up Payment is to be
                                            made, net of the maximum reduction
                                            in federal income taxes that could
                                            be obtained from the deduction of
                                            such state or local taxes if paid
                                            in such year (determined without
                                            regard to limitations on deductions
                                            based upon the amount of Tax
                                            Eligible Executive's adjusted gross
                                            income); and to have
 
 
                                     - 9 -
<PAGE>   10
 
                                            otherwise allowable deductions for
                                            federal, state and local income tax
                                            purposes at least equal to those
                                            disallowed because of the inclusion
                                            of the Gross-Up Payment in Tax
                                            Eligible Executive's adjusted gross
                                            income.
 
                                    (5)     To the extent practicable, any
                                            Gross-Up Payment with respect to
                                            any Payment shall be paid by the
                                            Company at the time Tax Eligible
                                            Executive is entitled to receive
                                            the Payment and in no event will
                                            any Gross-Up Payment be paid later
                                            than thirty (30) days after the
                                            receipt by Tax Eligible Executive
                                            of the Accountant's determination.
                                            As a result of uncertainty in the
                                            application of Section 4999 of the
                                            Code at the time of the initial
                                            determination by the Accountants
                                            hereunder, it is possible that the
                                            Gross-Up Payment made will have
                                            been an amount less than the
                                            Corporation should have paid
                                            pursuant to this Subsection (the
                                            "Underpayment"). In the event that
                                            the Corporation exhausts its
                                            remedies pursuant to this
                                            Subsection and Tax Eligible
                                            Executive is required to make a
                                            payment of any Excise Tax, the
                                            Underpayment shall be promptly paid
                                            by the Company to or for the
                                            benefit of Tax Eligible Executive.
 
                                    (6)     The Executive shall notify the
                                            Company in writing of any claim by
                                            the Internal Revenue Service that,
                                            if successful, would require the
                                            payment by the Company of the
                                            Gross-Up Payment. Such notification
                                            shall be given as soon as
                                            practicable after the Executive is
                                            informed in writing of such claim
                                            and shall apprise the Company of
                                            the nature of such claim and the
                                            date on which such claim is
                                            requested to be paid. Tax Eligible
                                            Executive shall not pay such claim
                                            prior to the expiration of the
                                            thirty (30) day period following
                                            the date on which Tax Eligible
                                            Executive gives such notice to the
                                            Company (or such shorter period
                                            ending on the date that any payment
                                            of taxes, interest and/or penalties
                                            with respect to such claim is due).
                                            If the Company notifies Tax
                                            Eligible Executive in writing prior
                                            to the expiration
 
 
                                     - 10 -
<PAGE>   11
 
                                            of such thirty (30) day period that
                                            it desires to contest such claim,
                                            Tax Eligible Executive shall:
 
                                            (A)      give the Company any
                                                     information reasonably
                                                     requested by the Company
                                                     relating to such claim;
 
                                            (B)      take such action in
                                                     connection with contesting
                                                     such claim as the Company
                                                     shall reasonably request
                                                     in writing from time to
                                                     time, including without
                                                     limitation, accepting
                                                     legal representation with
                                                     respect to such claim by
                                                     an attorney reasonably
                                                     selected by the Company;
 
                                            (C)      cooperate with the Company
                                                     in good faith in order to
                                                     effectively contest such
                                                     claim; and
 
                                            (D)      permit the Company to
                                                     participate in any
                                                     proceedings relating to
                                                     such claims; provided,
                                                     however, that the Company
                                                     shall bear and pay
                                                     directly all costs and
                                                     expenses (including
                                                     additional interest and
                                                     penalties) incurred in
                                                     connection with such
                                                     contest and shall
                                                     indemnify Tax Eligible
                                                     Executive for, advance
                                                     expenses to Tax Eligible
                                                     Executive for, defend Tax
                                                     Eligible Executive against
                                                     and hold him harmless
                                                     from, on an after-tax
                                                     basis, any Excise Tax or
                                                     income tax (including
                                                     interest and penalties
                                                     with respect thereto)
                                                     imposed as a result of
                                                     such representation and
                                                     payment of all related
                                                     costs and expenses.
                                                     Without limiting the
                                                     foregoing provisions of
                                                     this Subsection, the
                                                     Company shall control all
                                                     proceedings taken in
                                                     connection with such
                                                     contest and, at its sole
                                                     option, may pursue or
                                                     forego any and all
                                                     administrative appeals,
                                                     proceedings, hearings and
                                                     conferences with the
                                                     taxing authority in
                                                     respect of such claim and
                                                     may, at its sole option,
                                                     either direct Tax Eligible
                                                     Executive to pay the tax
                                                     claimed and sue for a
                                                     refund or contest the
                                                     claim in any permissible
                                                     manner, and Tax Eligible
 
 
                                                      - 11 -
<PAGE>   12
 
                                                     Executive agrees to
                                                     prosecute such contest to
                                                     a determination before any
                                                     administrative tribunal,
                                                     in a court of initial
                                                     jurisdiction and in one or
                                                     more appellate courts, as
                                                     the Company shall
                                                     determine; provided,
                                                     however, that if the
                                                     Company directs Tax
                                                     Eligible Executive to pay
                                                     such claim and sue for a
                                                     refund, the Company shall
                                                     advance the amount of such
                                                     payment to Tax Eligible
                                                     Executive, on an
                                                     interest-free basis, and
                                                     shall indemnify Tax
                                                     Eligible Executive for,
                                                     advance expenses to Tax
                                                     Eligible Executive for,
                                                     defend Tax Eligible
                                                     Executive against and hold
                                                     Tax Eligible Executive
                                                     harmless from, on an
                                                     after-tax basis, any
                                                     Excise Tax or income tax
                                                     (including interest or
                                                     penalties with respect
                                                     thereto) imposed with
                                                     respect to such advance or
                                                     with respect to any
                                                     imputed income with
                                                     respect to such advance
                                                     (including as a result of
                                                     any forgiveness by the
                                                     Company of such advance);
                                                     provided, further, that
                                                     any extension of the
                                                     statute of limitations
                                                     relating to the payment of
                                                     taxes for the taxable year
                                                     of Tax Eligible Executive
                                                     with respect to which such
                                                     contested amount is
                                                     claimed to be due is
                                                     limited solely to such
                                                     contested amount.
                                                     Furthermore, the Company's
                                                     control of the contest
                                                     shall be limited to issues
                                                     with respect to which a
                                                     Gross-Up Payment would be
                                                     payable hereunder and Tax
                                                     Eligible Executive shall
                                                     be entitled to settle or
                                                     contest, as the case may
                                                     be, any other issue raised
                                                     by the Internal Revenue
                                                     Service or any other
                                                     taxing authority.
 
                  (c) Termination for Cause; Termination by Executive. If (i)
         the Company shall discharge the Executive for Cause at any time, or
         (ii) the Executive's employment with the Company shall terminate as a
         result of his death or permanent and total disability (as defined in
         Section 5(b)(i) above) or (iii) the Executive shall terminate his
         employment with the Company prior to or after a Change of Control for
         any reason other than for Good Reason, the Executive shall be entitled
         to receive only the amount of base salary accrued by but unpaid to the
         Executive through the date of such termination of employment, plus the
         amount of any contractual bonus earned and unpaid,
 
                                     - 12 -
<PAGE>   13
 
         prorated through the date of his termination of employment and the
         Company shall have no further obligation to make any payment under
         this Agreement, except as may otherwise be provided under the terms of
         any employee benefit programs in which the Executive is then
         participating.
 
                   For the purposes of this Agreement, the Company shall have
         "Cause" to terminate the Executive's employment hereunder upon (i) the
         willful and continued failure by the Executive to perform his duties
         with the Company (other than any such failure resulting from permanent
         and total disability as defined in Section 5(b)(i) above), after a
         written demand for substantial performance is delivered to the
         Executive by the Board which specifically identifies the manner in
         which the Board believes that he has not substantially performed his
         duties and if Executive does not cure such failure to the reasonable
         satisfaction of the Board within two (2) weeks after such written
         demand is delivered to Executive, or (ii) the willful engaging by the
         Executive in gross misconduct materially and demonstrably injurious to
         the Company. For purposes of this paragraph, no act, or failure to
         act, on the Executive's part shall be considered "willful" unless
         done, or omitted to be done, by him not in good faith and without
         reasonable belief that his action or omission was not in the best
         interest of the Company.
 
                  (d) Mitigation of Amounts Payable Hereunder. Except as
         specifically provided in Section 5(a), the Executive shall not be
         required to mitigate the amount of any payment provided for in this
         Section 5 by seeking other employment or otherwise nor shall the
         amount of any payment provided for in this Section 5 be reduced by any
         compensation earned by the Executive as the result of employment by
         another employer after the date of termination, or otherwise.
 
         6. CONFIDENTIALITY; NON-SOLICITATION; NON-COMPETITION AND NON-
DISPARAGEMENT. In consideration of the stock options granted and to be granted
described in Sections 4(c) and (d), the Company's provision of knowledge and
Confidential Information (as defined in Section 6.1) initially and on an
ongoing basis to Executive, and the Company's provision of initial and ongoing
specialized training to Executive, the Executive acknowledges and agrees to the
following:
 
                  6.1 Confidential Information. Company will provide the
Executive with initial and on an ongoing basis specialized training,
confidential information, and knowledge regarding the Company, its affiliates
and its subsidiaries (the "Companies") and their business. The Executive
acknowledges that the Companies have incurred significant time and expense in
developing proprietary and confidential information related to their business
and operations. The Executive agrees that he will not divulge, communicate, use
to the detriment of the Companies or for the benefit of any other
 
                                     - 13 -
<PAGE>   14
 
person, firm or entity, or misappropriate in any way, any confidential
information or trade secrets relating to the Companies or any of their
businesses, including, without limitation, business strategies, operating
plans, acquisition strategies (including the identities of and any other
information concerning possible acquisition candidates), pro forma financial
information, market analyses, acquisition terms and conditions, personnel
information, trade processes, manufacturing methods, know-how, customer lists
and relationships, supplier lists, all apparatus, products, processes,
compositions, samples, formulas, computer programs, computer hardware designs,
firmware designs, and servicing, marketing or manufacturing methods or
techniques at any time used, developed, investigated, made or sold by the
Companies, or other non-public proprietary and confidential information
relating to the Companies (collectively, "Confidential Information"). None of
the provisions of this Section 6.1 shall apply to disclosures of Confidential
Information which (i) was publicly known at the time of its disclosure to the
Executive, (ii) becomes publicly known or available thereafter other than by
means in violation of this Agreement or any other duty owed to the Companies by
the Executive or any other person or entity, or (iii) is lawfully disclosed to
the Executive by a third party not in violation of any obligation of any
confidentiality owed to any of the Companies. Notwithstanding the foregoing,
the Executive shall be permitted to disclose Confidential Information (i) if
required to do so to comply with any subpoena or other order issued by or in
connection with any legal or administrative proceeding or (ii) to the extent
required to enforce the Executive's rights hereunder in any litigation arising
under, or pertaining to, this Agreement, provided the Executive shall give
prior written notice to the Companies of any such disclosure so that the
Companies may have an opportunity to protect the confidentiality of such
Confidential Information. The Executive's obligations pursuant to this Section
6.1 are in addition to and cumulative of any other obligation of the Executive
to hold in confidence Confidential Information of the Companies and their
customers, suppliers or agents pursuant to contract or otherwise.
 
                  6.2 Non-solicitation. From and after the date hereof and
until twenty-four (24) months after the date of the Executive's termination
for any reason, including termination after a Change of Control, as defined
herein, the Executive shall not, directly or indirectly, for himself or on
behalf of any other person, firm or entity, solicit the employment, engagement
or retention of any person who at the time of the Executive's termination was
an employee of any of the Companies or at any time during the preceding three
(3) month period shall have been an employee of any of the Companies.
 
                  6.3 Non-competition. If the Executive's employment with the
Company is terminated by the Company for any reason, including termination
after a Change of Control then until that date which is twelve (12) months
after the date of the Executive's termination, the Executive shall not, as a
principal, partner, joint venturer, member, manager, trustee, agent,
stockholder, director, officer or employee of, or consultant or advisor to, or
in any manner own, control, manage, operate, or otherwise
 
                                     - 14 -
 
<PAGE>   15
 
participate, invest, or have any interest in, any person, firm or
entity that engages, directly or indirectly, in the business of performing
services or developing, manufacturing or selling products or services
competitive with the proprietary business of the Company or the Companies (or
any of them) in connection with the development and use of seismic equipment
and/or technology within the United States of America and any other
geographical area served by the Companies during the twelve (12) month period
immediately preceding the Executive's date of termination, nor will the
Executive engage, within this time period and geographical area, in the design,
development, distribution, manufacture, assembly or sale of a product or
service in competition with any product or service currently marketed or
planned by the Companies, or any of them. The foregoing shall not pertain to
the mere ownership of securities in any such enterprise and the exercise of any
rights appurtenant solely to that ownership, so long as the Executive's
ownership interest is less than five percent (5%) of the outstanding voting
securities of such enterprise.
 
                  6.4 Non-disparagement. The Executive agrees that he will not
disclose, communicate or publish any disparaging information concerning the
Company or any of the Companies or any of their affiliates, subsidiaries,
successors, assigns or their employees, officers or directors.
 
                  6.5 Consideration. The Executive acknowledges that his
agreements contained in this Section 6 are reasonable as to time, geographical
area and scope of activities to be restrained and do not impose a greater
restraint than is necessary to protect the Companies' goodwill, proprietary
information and other business interests and are a material inducement to the
Company's entering into this Agreement. In addition, the Executive agrees that
the amounts payable under Sections 4(c) and (d), Section 5, and the Companies'
provision of initial and ongoing confidential information and specialized
training to the Executive are sufficient consideration to support the covenants
in this Section 6. The Executive shall be bound by the provisions of this
Section 6 to the maximum extent permitted by law, it being the intent and
spirit of the parties that the foregoing shall be fully enforceable. However,
the parties further agree that, if any of the provisions hereof shall for any
reason be held to be excessively broad as to duration, geographical scope,
property or subject matter, such provision shall be construed by limiting and
reducing it so as to be enforceable to the extent compatible with applicable
law as it shall herein pertain.
 
                  6.6 Remedies. The Executive acknowledges that if he violates
any of the provisions of this Section 6, the Company, in addition to any other
rights and remedies available under this Agreement or otherwise, shall be
entitled to an injunction to be issued or specific enforcement to be required
(without the necessity of any bond) restricting the Executive from committing
or continuing any such violation.
 
 
 
                                     - 15 -
 
<PAGE>   16
 
                  6.7 Survival. The provisions of this Section 6 shall survive
termination of this Agreement.
 
         7.       MISCELLANEOUS PROVISIONS.
 
                  (a) Successors of the Company. The Company will require any
         successor (whether direct or indirect, by purchase, merger,
         consolidation or otherwise) to all or substantially all of the
         business and/or assets of the Company, by agreement in form and
         substance satisfactory to the Executive, expressly to assume and agree
         to perform this Agreement in the same manner and to the same extent
         that the Company would be required to perform it if no such succession
         had taken place. Failure of the Company to obtain such agreement prior
         to the effectiveness of any such succession shall be a breach of this
         Agreement and shall entitle the Executive to compensation from the
         Company in the same amount and on the same terms as the Executive
         would be entitled hereunder if the Company terminated the Executive's
         employment without Cause, except that for purposes of implementing the
         foregoing, the date on which any such succession becomes effective
         shall be deemed the date of Executive's termination. As used in this
         Agreement, "Company" shall mean the Company as hereinbefore defined
         and any successor to its business and/or assets as aforesaid which
         executes and delivers the agreement provided for in this Section 7(a)
         or which otherwise becomes bound by all the terms and provisions of
         this Agreement by operation of law.
 
                  (b) Special Representations of Executive. The Executive may
         not assign his rights or delegate his duties or obligations hereunder
         without the written consent of the Company. The Executive represents
         to the Company that no previous employer has imposed any contractual
         restriction which would, if enforced, have a material adverse effect
         on the Company. This Agreement shall inure to the benefit of and be
         enforceable by the Executive's personal or legal representatives,
         executors, administrators, successors, heirs, distributees, devisees
         and legatees. If the Executive should die while any amounts would
         still be payable to him hereunder if he had continued to live, all
         such amounts, unless other provided herein, shall be paid in
         accordance with the terms of this Agreement to his designee or, if
         there be no such designee, to his estate.
 
                  (c) Notice. For the purposes of this Agreement, notices and
         all other communications provided for in the Agreement shall be in
         writing and shall be deemed to have been duly given when delivered or
         mailed by United States registered or certified mail, return receipt
         requested, postage prepaid, addressed to the respective addresses set
         forth on the first page of this Agreement, provided that all notices
         to the Company shall be directed to the attention of the Executive
         Vice President of the Company with a copy to the Secretary of the
 
 
                                     - 16 -
 
<PAGE>   17
 
         Company, or to such other person in writing in accordance herewith,
         except that notices of change of address shall be effective only upon
         receipt.
 
                  (d) Amendment; Waiver. No provision of this Agreement may be
         modified, waived or discharged unless such waiver, modification or
         discharge is agreed to in writing signed by the Executive and such
         officer as may be designated by the Board of Directors of the Company.
         No waiver by either party hereto at any time of any breach by the
         other party hereto of, or compliance with, any condition or provision
         of this Agreement to be performed by such other party shall be deemed
         a waiver of similar or dissimilar provisions or conditions at the same
         or at any prior or subsequent time. Except as provided in Section 6,
         no agreements or representations, oral or otherwise, express or
         implied, with respect to the subject matter hereof have been made by
         either party which are not set forth expressly in this Agreement.
 
                  (e) Invalid Provisions. Should any portion of this Agreement
         be adjudged or held to be invalid, unenforceable or void, such holding
         shall not have the effect of invalidating or voiding the remainder of
         this Agreement and the parties hereby agree that the portion so held
         invalid, unenforceable or void shall, if possible, be deemed amended
         or reduced in scope, or otherwise be stricken from this Agreement to
         the extent required for the purposes of validity and enforcement
         thereof.
 
                  (f) Survival of the Parties' Obligations. The obligations of
         the Company and the Executive under this Agreement shall survive
         regardless of whether the Executive's employment by the Company is
         terminated, voluntarily or involuntarily, by the Company or the
         Executive, with or without Cause or Good Reason.
 
                  (g) Counterparts. This Agreement may be executed in one or
         more counterparts, each of which shall be deemed to be an original but
         all of which together will constitute one and the same instrument.
 
                  (h) Governing Law. This Agreement shall be governed by and
         construed under the laws of the State of Texas.
 
                  (i) Captions. The use of captions and Section headings herein
         is for purposes of convenience only and shall not effect the
         interpretation or substance of any provisions contained herein.
 
 
 
                                     - 17 -
 
<PAGE>   18
 
         IN WITNESS WHEREOF, the parties hereto have signed this Agreement on
the _____ day of February, 2000, but except as otherwise set forth in this
Agreement, effective as of March 1, 2000.
 
 
 
                                       INPUT/OUTPUT, INC.
 
 
                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------
 
 
 
 
 
                                       -----------------------------------------
                                       Timothy Probert
 

 

 

 

Exhibit 10.1

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

     This First Amendment to Employment Agreement (this “Amendment”), dated as of September 6, 2006, is made and entered into by and between Input/Output, Inc., a Delaware corporation (hereinafter referred to as “Employer”), and Robert P. Peebler, an individual currently residing in Harris County, Texas (hereinafter referred to as “Employee”).

W I T N E S S E T H:

     WHEREAS, Employer and Employee entered into an Employment Agreement (the “Agreement”) effective March 31, 2003; and

     WHEREAS, the parties desire to amend the Agreement to reflect certain changes in compensation and in the term of the Agreement.

     NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee agree as follows:

     1. Section 1(b) of the Agreement is hereby amended to read in its entirety as follows:

While employed hereunder, Employee will devote his full-time, efforts, skills and attention for the benefit of and with his primary attention to the affairs of Employer in order that he may faithfully perform his duties and obligations to Employer. The preceding sentence will not, however, be deemed to restrict Employee from attending to matters or engaging in activities not directly related to the business of Employer, provided that (i) such activities or matters are reasonable in scope and time commitment and not otherwise in violation of this Agreement, and (ii) Employee will not become a director of any corporation or other entity (excluding charitable or other non-profit organizations) without prior written disclosure to, and consent of, Employer.

     2. Section 2(a) of the Agreement is hereby amended to read in its entirety as follows:

Effective as of August 1, 2006, Employer will pay to Employee through the term of this Agreement a base salary at the rate of $500,000 per annum (such base salary, as it may be increased by the Compensation Committee of the Board as hereinafter provided, is referred to herein as the “Base Salary”). The Compensation Committee of the Board will review the Base Salary from time to time and, during the term of this Agreement, may increase, but may not decrease, the Base Salary. The Base Salary will be paid to Employee in equal installments every two weeks or on such other schedule as Employer may establish from time to time for its management personnel.

 


 

     3. Section 2(b) of the Agreement is hereby amended to read in its entirety as follows:

Employee will be eligible to participate in Employer’s annual incentive plan (the “Incentive Plan Bonus”) for fiscal year 2006 and each full year thereafter during the Term of this Agreement, with target Incentive Plan Bonus at 75% of Base Salary and with maximum Incentive Plan Bonus at 150% of Base Salary. In accordance with the terms of the annual incentive plan and as approved by the Compensation Committee of the Board, the Incentive Plan Bonus will be earned upon achievement of pre-designated Employer financial performance targets and achievement of pre-designated Employee critical success factors during each applicable year.

     4. Section 2(c) of the Agreement is hereby amended to add the following:

     (i) In 2007, Employee shall be entitled to receive a grant of the number of shares of restricted common stock of Employer determined by dividing (a) the amount of the annual Incentive Plan Bonus, if any, earned by Employee for fiscal year 2006 by (b) the average of the closing sales price per share on the New York Stock Exchange of Employer’s shares of common stock for the ten (10) business days ending on and including the last full trading day on which shares of Employer’s common stock are traded on the New York Stock Exchange (the “Final 10-Day Average Price”) in 2006. This restricted stock award will provide for vesting of all of the shares of restricted stock on the date that is the second anniversary date of the date of grant of such award. The date of grant of this award will be the first available grant date (under the then-existing policies of Employer relating to determination of grant dates for restricted stock awards) after the determination of the amount of the Incentive Plan Bonus earned by Employee for fiscal year 2006. The remaining terms and conditions of the restricted stock award will be governed by the applicable restricted stock agreement and the terms and conditions of the Input/Output, Inc. 2004 Long-Term Incentive Plan or such other stock plan as shall be determined by Employer (the “Plan”).

     (ii) In 2007, in addition to the award of shares described in Section 2(c)(i) above, Employee shall be entitled to receive a grant of the number of shares of restricted common stock of Employer determined by dividing (a) the annual Base Salary of Employee as in effect on the date of grant by (b) the Final 10-Day Average Price in 2006. The date of grant of this award will be the same grant date as provided for the restricted stock award to Employee pursuant to Section 2(c)(i) above. This restricted stock will vest in equal annual amounts over a four-year period on the anniversary of the grant date. The remaining terms and conditions of this restricted stock award will be governed by the applicable restricted stock agreement and the terms and conditions of the Plan.

2


 

     (iii) In each calendar year after 2007 during the Term of this Agreement, Employee shall be entitled to receive grant(s) of (a) the number of shares of restricted common stock of Employer determined pursuant to this Section 2(c)(iii) and (b) stock options to purchase the number of shares of common stock of Employer determined by the Compensation Committee of the Board, in each case pursuant to the terms and conditions of the Plan. The number of shares with respect to the restricted stock award to Employee described in this Section 2(c)(iii) will be determined by dividing (a) the amount of the annual Incentive Plan Bonus, if any, earned by Employee for the preceding year by (b) the Final 10-Day Average Price for the preceding year. This restricted stock award will provide for vesting of all of the shares of restricted stock on the date that is the second anniversary date of the date of grant of such award. The date of grant of this award will be the first available grant date (under the then-existing policies of Employer relating to determination of grant dates for restricted stock awards) after the determination of the amount of the Incentive Plan Bonus earned by Employee for the preceding year. The remaining terms and conditions of the restricted stock award will be governed by the applicable restricted stock agreement and the terms and conditions of the Plan.

     5. Section 4 of the Agreement is hereby amended to read in its entirety as follows:

Employee’s employment with Employer will commence on March 31, 2003, and will continue for seven (7) years to expire on December 31, 2010 (the “Term”), unless terminated earlier in accordance with Section 5.

     6. Section 6(d)(2) of the Agreement is hereby amended to read in its entirety as follows:

     (2) (i) all Incentive Plan Bonuses then due to Employee, if any, under the terms of the relevant incentive compensation plan in effect for any previous year and (ii) a prorated portion of the target Incentive Plan Bonus Employee would have been eligible to receive under any incentive compensation plan in effect with respect to the current year, regardless of any limitations otherwise applicable to the incentive compensation plan (i.e., the failure to have completed the current measurement period, the failure to be a full-time employee of Employer as of the Incentive Plan Bonus payment date or the failure to achieve any performance goal applicable to all or any portion of the current measurement period).

     7. The Employment Agreement, as amended hereby, is in all respects ratified, approved and confirmed.

     8. In accordance with the terms of the Plan, any voluntary termination of employment from the Company upon or after the expiration of the full Term of the Agreement shall be treated for all purposes under the Plan as a termination due to the retirement of Employee.

3


 

     9. If necessary to avoid potential adverse tax consequences to the parties, the parties agree to amend the Agreement further in conformance with section 409A of the Internal Revenue Code of 1986, as amended, upon clarification by the Department of the Treasury as to the Treasury Regulations regarding same set forth in 26 CFR part 1.

     10. This Amendment may be executed in any number of counterparts, all of which together make and shall constitute one and the same instrument and either party may execute this Amendment by signing any such counterpart.

     11. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of Texas, including all matters of construction, validity and performance.

[The next following page is the signature page]

4


 

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date set forth above.

 

 

 

 

 

 

 

EMPLOYER:

 

 

 

 

 

 

 

INPUT/OUTPUT, INC.

 

 

 

 

 

 

 

By:

 

/s/ David L. Roland

 

 

 

 

 

 

 

 

 

 

 

 

Title: Vice President and General Counsel

 

 

 

 

 

 

 

EMPLOYEE:

 

 

 

 

 

 

 

/s/ Robert P. Peebler

 

 

 

 

 

Robert P. Peebler

5

 

 

 

EXHIBIT 10.1

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

     This Second Amendment to Employment Agreement (this “Amendment”), dated as of February 16, 2007, is made and entered into by and between Input/Output, Inc., a Delaware corporation (hereinafter referred to as “Employer”), and Robert P. Peebler, an individual currently residing in Harris County, Texas (hereinafter referred to as “Employee”).

W I T N E S S E T H:

     WHEREAS, Employer and Employee entered into an Employment Agreement effective on March 31, 2003, and amended by that certain First Amendment to Employment Agreement dated September 6, 2006 (the “Agreement”);

     WHEREAS, the Agreement provided for Employee to receive certain shares of restricted common stock of Employer and for such shares to vest in equal annual amounts over a stated period on the anniversary of the grant date; and

     WHEREAS, the parties desire to amend the Agreement to reflect that the above shares of restricted common stock will vest three years after the date of grant of such award.

     NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee agree as follows:

     1. Section 2(c)(ii) of the Agreement is hereby amended to read in its entirety as follows:

     (ii) In 2007, in addition to the award of shares described in Section 2(c)(i) above, Employee shall be entitled to receive a grant of the number of shares of restricted common stock of Employer determined by dividing (a) the annual Base Salary of Employee as in effect on the date of grant by (b) the Final 10-Day Average Price in 2006. This restricted stock award will provide for vesting of all of the             shares of restricted stock on the date that is the third anniversary date of the date of grant of such award. The date of grant of this award will be the same grant date as provided for the restricted stock award to Employee pursuant to Section 2(c)(i) above. The remaining terms and conditions of this restricted stock award will be governed by the applicable restricted stock agreement and the terms and conditions of the Plan.

     2. The Agreement, as amended hereby, is in all respects ratified, approved and confirmed.

     3. This Amendment may be executed in any number of counterparts, all of which together make and shall constitute one and the same instrument and either party may execute this Amendment by signing any such counterpart.

 


 

     4. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of Texas, including all matters of construction, validity and performance.

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Amendment as of the date set forth above.

 

 

 

 

 

 

EMPLOYER:

INPUT/OUTPUT, INC.
 

 

 

By:  

/s/ David L. Roland  

 

 

 

Title: /s/ Senior Vice President and General Counsel 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMPLOYEE:
 

 

 

/s/ Robert P. Peebler  

 

 

Robert P. Peebler 

 

 

 

 

 

 

 

Exhibit 10.2

THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT

     This Third Amendment to Employment Agreement (this “Amendment”), dated as of August 20, 2007, is made and entered into by and between Input/Output, Inc., a Delaware corporation (hereinafter referred to as “Employer”), and Robert P. Peebler, an individual currently residing in Harris County, Texas (hereinafter referred to as “Employee”).

W I T N E S S E T H:

     WHEREAS, Employer and Employee entered into an Employment Agreement effective on March 31, 2003, and amended by that certain First Amendment to Employment Agreement dated September 6, 2006, and that certain Second Amendment to Employment Agreement dated February 16, 2007 (the “Agreement”);

     WHEREAS, the Agreement provided for Employee to have certain rights upon the “Change in Control” of the Company, as defined in the Agreement;

     WHEREAS, the parties desire to amend the Agreement to correct a typographical error in a cross-reference and to clarify the effect of the expiration of the term of the Agreement on the “Change in Control” provisions; and

     WHEREAS, the parties further desire to amend the Agreement with the intention of complying with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

     NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee agree as follows:

     1. Section 2(b) of the Agreement is hereby amended by adding the following sentence at the end of such Section:

Any incentive compensation pay or bonus so determined under any such plan will be paid to Employee not later than March 15 of the year immediately following the year with respect to which such bonus is based upon, calculated or determined.

     2. Section 2(e) of the Agreement is hereby amended by adding the following two sentences at the end of such Section:

The amount of any such reimbursement shall be payable to Employee in accordance with Employer’s normal expense reimbursement policies. Notwithstanding the foregoing or any provision contained in this Agreement to the contrary, (i) if any reimbursements under this Section 2(e) are taxable to Employee, such reimbursements shall be made no later than the end of the calendar year following the year the expense was incurred, and (ii) the amount of reimbursements made with respect to one calendar year shall not affect the amount of reimbursements to be made hereunder for subsequent calendar years.

 

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     3. The last two sentences in Section 6(d) are hereby deleted in their entirety, and substituted in lieu thereof is the following:

Except for those payments and benefits required to be made as provided by law or pursuant to the terms of a plan, the severance payments and benefits to be paid and provided to Employee pursuant to this Section 6(d) shall be conditioned upon (i) Employee’s execution and delivery of a valid waiver and release of all claims that Employee may have against Employer prior to his receiving such payments and benefits, and (ii) such release not having been revoked within the time, if any, required by law for the revocation of a release (the “Release Requirements”). Such severance payments and benefits shall be paid or provided commencing as soon as practicable after the Release Requirements are satisfied; provided, however, that any such payments and benefits that are subject to Section 409A of the Code shall be paid or provided beginning on the 60th day following the Date of Termination provided that the Release Requirements have been satisfied on or before that date, and, in the event the Release Requirements have not been so satisfied by that date, then the severance payments and related benefits under Section 6(d) that are subject to Section 409A of the Code shall be forfeited and Employee shall have no further rights to such payments.

     4. In Section 6(e) of the Agreement, the reference to “Section 6(g)” is hereby amended to read “Section 6(f).”

     5. Section 6 of the Agreement is hereby amended to add the following new Section 6(g), to follow Section 6(f):

     (g) Upon a Change in Control, Employer’s obligations to pay the benefits described in Section 6(e) and the rights of the Employee to receive such benefits (subject in each case, where applicable, to (i) Employee’s remaining employed by Employer pursuant to Section 6(e) for the 18-month period following such Change in Control, (ii) Employee’s having satisfied the Release Requirements as referred to in Section 6(d) and (ii) Employer’s rights under Section 12(e) hereof) shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, the expiration of the Term of this Agreement or any set-off, counterclaim, recoupment, defense or other right which the Employer may have against Employee.

     6. A new Section 7(j) is hereby added to the Agreement, to read in its entirety as follows:

     (j) Notwithstanding any other provision of this Section 7, any payments to Employee pursuant to this Section 7 shall be paid to Employee no later than December 31 of the year following the year in which Employee remits the related taxes to the applicable taxing authority.

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     7. Section 13 of the Agreement is hereby amended to add the following new Section 13(e):

     (e) Except as otherwise expressly set forth in this Agreement, the respective rights and obligations of the parties hereunder shall survive (i) the expiration of the Term, (ii) any other termination of this Agreement and (iii) the termination of Employee’s employment with Employer.

     8. A new Section 15 is hereby added to the Agreement, to read in its entirety as follows:

     Section 15. Additional Section 409A Provisions.

     To the extent that any benefits payable under this Agreement are subject to Section 409A of the Code, it is agreed that no party shall (i) accelerate into the current year any amounts that would not otherwise be payable in the current year, or (ii) defer past the current year any such payments that would otherwise be payable in the current year. Notwithstanding any provision contained in this Agreement to the contrary, if (a) any payment hereunder is subject to Section 409A of the Code, (b) such payment is to be paid on account of Employee’s separation from service (within the meaning of Section 409A of the Code) and (iii) Employee is a “specified employee” (within the meaning of Section 409A(a)(2)(B) of the Code), then such payment shall be delayed until the first day of the seventh month following Employee’s separation from service (or, if later, the date on which such payment is otherwise to be paid under this Agreement).

     9. The Employment Agreement, as amended hereby, is in all respects ratified, approved and confirmed.

     10. If necessary to avoid potential adverse tax consequences to the parties, the parties agree to amend the Agreement further in conformance with Section 409A of the Code, including the rules, regulations, and guidance of general application issued by the Department of the Treasury under Section 409A of the Code.

     11. The Agreement, as amended hereby, is in all respects ratified, approved and confirmed.

     12. This Amendment may be executed in any number of counterparts, all of which together make and shall constitute one and the same instrument and either party may execute this Amendment by signing any such counterpart.

     13. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of Texas, including all matters of construction, validity and performance.

 

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Amendment as of the date set forth above.

 

 

 

 

 

 

EMPLOYER:


INPUT/OUTPUT, INC.
 

 

 

By:  

/s/ James M. Lapeyre, Jr.  

 

 

 

Title: Chairman of the Board 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMPLOYEE:
 

 

 

/s/ Robert P. Peebler  

 

 

Robert P. Peebler 

 

 

 

 

 

 

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EX-10.1 2 h65581exv10w1.htm EX-10.1

Exhibit 10.1

FOURTH AMENDMENT TO
EMPLOYMENT AGREEMENT

     This Fourth Amendment to Employment Agreement (this “Amendment”), dated as of January 26, 2009, is made and entered into by and between ION Geophysical Corporation, a Delaware corporation (hereinafter referred to as “Employer”), and Robert P. Peebler, an individual currently residing in Harris County, Texas (hereinafter referred to as “Employee”).

W I T N E S S E T H:

     WHEREAS, Employer and Employee entered into an Employment Agreement effective on March 31, 2003, and amended by that certain First Amendment to Employment Agreement dated September 6, 2006, Second Amendment to Employment Agreement dated February 16, 2007 and Third Amendment to Employment Agreement dated August 21, 2007 (as amended, the “Agreement”);

     WHEREAS, the parties desire to amend the Agreement as set forth below;

     NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee agree as follows:

     1. Section 4 of the Agreement is hereby amended to read in its entirety as follows:

Employee’s employment with Employer will commence on March 31, 2003, and will continue for eight (8) years to expire on December 31, 2011 (the “Term”), unless terminated earlier in accordance with Section 5.

     2. In accordance with the terms of the Employer’s 2004 Long-Term Incentive Plan or such other stock plan as shall be determined by Employer (the “Plan”), Employee’s voluntary termination of employment from the Employer at any time upon or after December 31, 2010 shall be treated for all purposes under the Plan as a termination due to the retirement of Employee.

     3. The Agreement, as amended hereby, is in all respects ratified, approved and confirmed.

     4. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of Texas, including all matters of construction, validity and performance.

 


 

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Amendment as of the date set forth above.

 

 

 

 

 

 

 

 

 

EMPLOYER:

 

 

 

 

 

 

 

 

 

 

 

ION GEOPHYSICAL CORPORATION

 

 

 

 

 

 

 

 

 

 

 

By:

 

 /s/ James M. Lapeyre

 

 

 

 

 

 

 

James M. Lapeyre
 

 

 

 

 

Title:

 

 Chairman of the Board

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMPLOYEE:

 

 

 

 

 

 

 /s/ Robert P. Peebler

 

 

 

 

 

 

 

 

 

Robert P. Peebler

 

 

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