THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Input/Output, Inc. (IO)

4/12/2006 Proxy Information

Mr. Smith served as Chief Executive Officer of Input/Output, Inc. from May 1999 to March 2000.

Mr. Lapeyre is the President and Chief Executive Officer and a significant equity owner of Laitram, L.L.C. and has served as President of Laitram and its predecessors since 1989. Laitram is a privately-owned, New Orleans-based manufacturer of food processing equipment and modular conveyor belts. Mr. Lapeyre and Laitram together owned approximately 11.4% of our outstanding common stock as of February 20, 2006.

We acquired DigiCourse, Inc., our marine positioning products business, from Laitram in 1998 and have renamed it I/O Marine Systems, Inc. In connection with that acquisition, we entered into a Continued Services Agreement with Laitram under which Laitram agreed to provide us with certain accounting, software, manufacturing and maintenance services. Manufacturing services consist primarily of machining of parts for our marine positioning systems. The term of this written agreement expired in September 2001 but we continue to operate under its terms. In addition, when we have requested, the legal staff of Laitram has advised us on certain intellectual property matters with regard to our marine positioning systems. During 2005, we paid Laitram a total of approximately $2,720,825, which consisted of approximately $1,987,127 for manufacturing services, $654,551 for rent and other pass-through third party facilities charges, and $79,146 for other services. For the 2004 and 2003 fiscal years, we paid Laitram a total of approximately $1.82 million and $1.17 million, respectively, for these services. In the opinion of our management, the terms of these services are fair and reasonable and as favorable to us as those that could have been obtained from unrelated third parties at the time of their performance.

4/1/2005 Proxy Information

Mr. Lapeyre is the President and Chief Executive Officer and a significant equity owner of Laitram, L.L.C. and has served as President of Laitram and its predecessors since 1989. Laitram is a privately-owned, New Orleans-based manufacturer of food processing equipment and modular conveyor belts. Mr. Lapeyre and Laitram together owned approximately 10.7% of our outstanding common stock as of February 20, 2005.

We acquired DigiCourse, Inc., our marine positioning products business, from Laitram in 1998 and have renamed it I/O Marine Systems, Inc. In connection with that acquisition, we entered into a Continued Services Agreement with Laitram under which Laitram agreed to provide us certain accounting, software, manufacturing and maintenance services. Manufacturing services consist primarily of machining of parts for our marine positioning systems. The term of this agreement expired in September 2001 but we continue to operate under its terms. In addition, when we have requested, the legal staff of Laitram has advised us on certain intellectual property matters with regard to our marine positioning systems. During 2004, we paid Laitram a total of approximately $1,823,970, which consisted of approximately $1,166,700 for manufacturing services, $623,270 for rent and other pass-through third party facilities charges, and $34,000 for other services. For the 2003 and 2002 fiscal years, we paid Laitram a total of approximately $1.17 million and $1.9 million, respectively, for these services. In the opinion of our management, the terms of these services are fair and reasonable and as favorable to us as those that could have been obtained from unrelated third parties at the time of their performance.

Mr. Smith served as Chief Executive Officer of Input/Output, Inc. from May 1999 to March 2000.

Mr. Lapeyre was elected Chairman of Input/Output, Inc. in May 1999, following Input/Output's acquisition of DigiCourse, Inc. from The Laitram Corporation.

5/13/2004 Proxy Information

Mr. Smith served as Chief Executive Officer of Input/Output, Inc. from May 1999 to March 2000.

On March 31, 2003, we announced that we had appointed Robert P. Peebler as our president and chief executive officer. In April 2003, we invested $3.0 million in preferred securities of Energy Virtual Partners and its affiliated corporation (EVP) in exchange for 22% of the outstanding ownership interests and 12% of the outstanding voting interests of EVP. EVP had been formed in 2001 to provide asset management services to large oil and gas companies in order to enhance the value of their oil and gas properties. Mr. Peebler had founded EVP, and served as its president and chief executive officer until he joined us in March 2003. Mr. Peebler continued to serve as the chairman of EVP and held a 23% ownership interest in EVP. Under Mr. Peebler’s employment agreement with us, Mr. Peebler was permitted to devote up to 20% of his time to EVP.

During the second quarter of 2003, EVP failed to close two anticipated asset management agreements. After that time, EVP management re-evaluated its business model and adequacy of capital. During August 2003, the board of directors of EVP voted to liquidate EVP, since it was unable to present a clear and feasible business strategy. For that reason, we wrote our investment in EVP down to its approximate liquidation value of $1.0 million, resulting in a charge against earnings for our second quarter of 2003 of $2.1 million. Since then, Mr. Peebler offered, and we agreed, that all proceeds that Mr. Peebler receives from the liquidation of EVP will be paid to us. In December 2003, we received liquidation payments of $731,796 from EVP and $137,821 from Mr. Peebler. In March 2004, we received final liquidation payments of $98,302 from EVP and $18,513 from Mr. Peebler. These amounts were included in our estimates of EVP’s liquidation value.

Mr. Lapeyre is the chairman and a significant equity owner of Laitram, L.L.C. (Laitram) and has served as president of Laitram and its predecessors since 1989. Laitram is a privately owned, New Orleans-based manufacturer of food processing equipment and modular conveyor belts. Mr. Lapeyre and Laitram together owned 14.9% of our outstanding common stock as of April 15, 2004.

We acquired DigiCourse, Inc., our marine positioning products business, from Laitram in 1998 and have renamed it I/O Marine Systems, Inc. In connection with that acquisition, we entered into a Continued Services Agreement with Laitram under which Laitram agreed to provide us certain accounting, software, manufacturing and maintenance services. Manufacturing services consist primarily of machining of parts for our marine positioning systems. The term of this agreement expired in September 2001 but we continue to operate under its terms. In addition, when we have requested, the legal staff of Laitram has advised us on certain intellectual property matters with regard to our marine positioning systems. During 2003, we paid Laitram a total of $1,174,613, which consisted of $589,195 for manufacturing services, $543,108 for rent and other facilities charges, and $42,310 for other services. For the 2002 and 2001 fiscal years, we paid Laitram a total of $1.9 million and $1.4 million, respectively, under this agreement and for these legal advisory services. In the opinion of our management, the terms of these services are fair and reasonable and as favorable to us as those which could have been obtained from unrelated third parties at the time of their performance.

In March 2000, our Board of Directors established an executive “matching” program under which we issued one share of restricted stock for each share purchased by our senior executives in open-market transactions in March and April of 2000. In connection with this program, we issued 33,000 shares of restricted stock to C. Robert Bunch, a former executive officer of I/O. Mr. Bunch funded his purchase through a loan from a commercial bank in the amount of $200,000. We guaranteed this indebtedness in 2000 and would have been liable for the entire amount outstanding under this loan if Mr. Bunch had defaulted on his obligation under the loan. Our guarantee of Mr. Bunch’s indebtedness expired by its terms in March 2003, and Mr. Bunch left our employment in May 2003.

4/30/2003 Proxy Information

On March 31, 2003, we announced that we had appointed Mr. Peebler as our Chief Executive Officer. In addition, we announced that we invested $3.0 million in Series B Preferred Securities of Energy Virtual Partners, LP and its affiliated corporation (together, "EVP"). EVP is a company formed in 2001 that provides asset management services to large oil and gas companies to enhance the value of their oil and gas properties. We own approximately 22% of the outstanding ownership interests of EVP and 11% of the outstanding voting interests in EVP. Mr. Peebler is currently the Chairman of EVP and owns 21% of the outstanding voting interests in EVP. Mr. Peebler founded EVP in April, 2001 and, prior to his employment by us, Mr. Peebler was President and Chief Executive Officer of EVP. Pursuant to Mr. Peebler's employment agreement with us, Mr. Peebler is permitted to devote up to 20% of his time to EVP.

Mr. Lapeyre is the Chairman, President and a significant owner of Laitram. Mr. Lapeyre and Laitram together own 11.9% of our Common Stock as of March 30, 2003. We acquired DigiCourse, Inc. from Laitram in 1998 and renamed it I/O Marine Systems, Inc. In connection with that acquisition, we entered into a Continued Services Agreement with Laitram Corporation under which Laitram agreed to provide one of our subsidiaries accounting, software, manufacturing and maintenance services. Manufacturing services consists primarily of machining of parts for our marine positioning systems. This agreement expired in September 2001 but we continue to operate under its terms. In addition, when we request, the legal staff of Laitram advises us on intellectual property matters with regard to our marine positioning systems. In 2002, we paid Laitram Corporation a total of $1.9 million, which consisted of $1.2 million of manufacturing services, $0.6 million of rent and other facilities charges, and $0.1 million of other services. In the opinion of management, the terms of such services are fair and reasonable and as favorable to I/O as those which could have been obtained from unrelated third parties at the time of their performance.

In March 2000, our Board established an executive "matching" program under which we issued one share of restricted stock for each share purchased by our senior executives in open-market transactions in March and April of 2000. We issued 123,000 shares of restricted stock to four executives in connection with this program. Messrs. Bunch and Pope funded their purchases through loans from a commercial bank in the amounts of $200,000 and $125,000, respectively. We guaranteed this indebtedness in 2000 and were liable for the entire amount outstanding under these loans if either Mr. Bunch or Mr. Pope defaulted on their obligations. As of December 31, 2002, Mr. Pope had completely repaid the associated indebtedness guaranteed by I/O and our guarantee of Mr. Bunch's indebtedness expired by its terms in March of 2003.

In January 2003, Mr. Pope, our Vice President - Marketing & Sales, left our employment. We agreed, in exchange for a mutual release of all claims, to pay Mr. Pope $15,000, pay certain relocation benefits, accelerate the vesting of 3,333 shares of restricted stock and provide outplacement services. In addition, we entered into a two-year consulting agreement with Mr. Pope where we agreed to pay him $100,000 upon completion of certain marketing and sales deliverables and agreed to pay him $100,000 per year in 2003 and 2004, less the amount of compensation he earns from unaffiliated parties in 2004.