##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K/A
Amendment No.1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 1-12691
 ION Geophysical Corporation
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    22-2286646(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 2105 CityWest Blvd
Suite 400
Houston, Texas 77042-2839
 (Address of Principal Executive Offices, Including Zip Code)
 (281) 933-3339
 (Registrants Telephone Number, Including Area Code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value 
Rights to Purchase Series A Junior Participating Preferred Stock
    
    New York Stock Exchange
 New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 þ o
 o þ
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  o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 Document
    
    Parts Into Which IncorporatedPortions of the Proxy Statement for the Annual Meeting of Stockholders to be held May 27, 2011
    
    Part III




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##### 



TABLE OF CONTENTS
 Explanatory Note
    
    
    3PART IV
    
    
    4SIGNATURES
    
    
    9EXHIBIT INDEX
    
    
    10EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1
  2




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Explanatory Note
 Exhibits and Financial Statement Schedules
   3




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PART IV
 Item 15. Exhibits and Financial Statement Schedules
 List of Documents Filed
 Financial Statements
  Financial Statement Schedules
      Exhibits
 3.1
    
    
    
    Restated Certificate of Incorporation dated September 24, 2007 filed on September 24, 2007 as
Exhibit 3.4 to the Companys Current Report on Form 8-K and incorporated herein by reference.3.2
    
    
    
    Amended and Restated Bylaws of ION Geophysical Corporation filed on September 24, 2007 as Exhibit
3.5 to the Companys Current Report on Form 8-K and incorporated herein by reference.3.3
    
    
    
    Certificate of Ownership and Merger merging ION Geophysical Corporation with and into
Input/Output, Inc. dated September 21, 2007, filed on September 24, 2007 as Exhibit 3.1 to the
Companys Current Report on Form 8-K and incorporated herein by reference.4.1
    
    
    
    Certificate of Rights and Designations of Series D-1 Cumulative Convertible Preferred Stock, dated
February 16, 2005 and filed on February 17, 2005 as Exhibit 3.1 to the Companys Current Report on
Form 8-K and incorporated herein by reference.4.2
    
    
    
    Certificate of Elimination of Series B Preferred Stock dated September 24, 2007, filed on
September 24, 2007 as Exhibit 3.2 to the Companys Current Report on Form 8-K and incorporated
herein by reference.4.3
    
    
    
    Certificate of Elimination of Series C Preferred Stock dated September 24, 2007, filed on
September 24, 2007 as Exhibit 3.3 to the Companys Current Report on Form 8-K and incorporated
herein by reference.4.4
    
    
    
    Certificate of Designation of Series D-2 Cumulative Convertible Preferred Stock dated December 6,
2007, filed on December 6, 2007 as Exhibit 3.1 to the Companys Current Report on Form 8-K and
incorporated herein by reference.4.5
    
    
    
    Certificate of Designations of Series A Junior Participating Preferred Stock of ION Geophysical
Corporation effective as of December 31, 2008, filed on January 5, 2009 as Exhibit 3.1 to the
Companys Current Report on Form 8-K and incorporated herein by reference.4.6
    
    
    
    Form of Senior Indenture, filed on December 19, 2008 as Exhibit 4.3 to the Companys Registration
Statement on Form S-3 (Registration No. 333-156362) and incorporated herein by reference.4.7
    
    
    
    Form of Senior Note, filed on December 19, 2008 as Exhibit 4.4 to the Companys Registration
Statement on Form S-3 (Registration No. 333-156362) and incorporated herein by reference.4.8
    
    
    
    Form of Subordinated Indenture, filed on December 19, 2008 as Exhibit 4.5 to the Companys
Registration Statement on
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Form S-3 (Registration No. 333-156362) and incorporated herein by
reference.4.9
    
    
    
    Form of Subordinated Note, filed on December 19, 2008 as Exhibit 4.6 to the Companys Registration
Statement on Form S-3 (Registration No. 333-156362) and incorporated herein by reference.**10.1
    
    
    
    Amended and Restated 1990 Stock Option Plan, filed on June 9, 1999 as Exhibit 4.2 to the Companys
Registration Statement on Form S-8 (Registration No. 333-80299), and incorporated herein by
reference.10.2
    
    
    
    Office and Industrial/Commercial Lease dated June 2005 by and between Stafford Office Park II, LP
as Landlord and Input/Output, Inc. as Tenant, filed on March 31, 2006 as Exhibit 10.2 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2005, and incorporated herein
by reference.10.3
    
    
    
    Office and Industrial/Commercial Lease dated June 2005 by and between Stafford Office Park
District as Landlord and Input/Output, Inc. as Tenant, filed on March 31, 2006 as Exhibit 10.3 to
the Companys Annual Report on Form 10-K for the year ended December 31, 2005, and incorporated
herein by reference.**10.4
    
    
    
    Input/Output, Inc. Amended and Restated 1996 Non-Employee Director Stock Option Plan, filed on
June 9, 1999 as Exhibit 4.3 to the Companys Registration Statement on Form S-8 (Registration No.
333-80299), and incorporated herein by reference.**10.5
    
    
    
    Amendment No. 1 to the Input/Output, Inc. Amended and Restated 1996 Non-Employee Director Stock
Option Plan dated September 13, 1999 filed on November 14, 1999 as Exhibit 10.4 to the Companys
Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 1999 and incorporated herein
by reference.**10.6
    
    
    
    Employment Agreement dated effective as of May 22, 2006 between Input/Output, Inc. and R. Brian
Hanson, filed on May 1, 2006 as Exhibit 10.1 to the Companys Form 8-K, and incorporated herein by
reference.**10.7
    
    
    
    First Amendment to Employment Agreement dated as of August 20, 2007 between Input/Output, Inc. and
R. Brian Hanson, filed on August 21, 2007 as Exhibit 10.1 to the Companys Current Report on Form
8-K and incorporated herein by reference.**10.8
    
    
    
    Second Amendment to Employment Agreement, dated as of December 1, 2008, between ION Geophysical
Corporation and R. Brian Hanson, filed on January 29, 2009 as Exhibit 10.2 to the Companys
Current Report on Form 8-K and incorporated herein by reference.**10.9
    
    
    
    Input/Output, Inc. Employee Stock Purchase Plan, filed on March 28, 1997 as Exhibit 4.4 to the
Companys Registration Statement on Form S-8 (Registration No. 333-24125), and incorporated herein
by reference.**10.10
    
    
    
    Fifth Amended and Restated  2004 Long-Term Incentive Plan, filed as Appendix A to the definitive
proxy statement for the 2010 Annual Meeting of Stockholders of ION Geophysical Corporation, filed
on April 21, 2010, and incorporated herein by reference.10.11
    
    
    
    Registration Rights Agreement dated as of November 16, 1998, by and among the Company and The
Laitram Corporation, filed on March 12, 2004 as Exhibit 10.7 to the Companys Annual Report on
Form 10-K for the year ended December 31, 2003, and incorporated herein by reference.**10.12
    
    
    
    Input/Output, Inc. 1998 Restricted Stock Plan dated as of June 1, 1998, filed on June 9, 1999 as
Exhibit 4.7 to the Companys Registration Statement on S-8 (Registration No. 333-80297), and
incorporated herein by reference.**10.13
    
    
    
    Input/Output Inc. Non-qualified Deferred Compensation Plan, filed on April 1, 2002 as Exhibit
10.14 to the Companys Annual Report on Form 10-K for the year ended December 31, 2001, and
incorporated herein by reference.**10.14
    
    
    
    Input/Output, Inc. 2000 Restricted Stock Plan, effective as of March 13, 2000, filed on August 17,
2000 as Exhibit 10.27 to the Companys Annual Report on Form 10-K for the fiscal year ended May
31, 2000, and incorporated herein by reference.**10.15
    
    
    
    Input/Output, Inc. 2000 Long-Term Incentive Plan, filed on November 6, 2000 as Exhibit 4.7 to the
Companys Registration Statement on Form S-8 (Registration No. 333-49382), and incorporated by
reference herein.**10.16
    
    
    
    Employment Agreement dated effective as of March 31, 2003, by and between the Company and Robert
P. Peebler, filed on March 31, 2003 as Exhibit 10.1 to the Companys Current Report on Form 8-K
and incorporated herein by reference.**10.17
    
    
    
    First Amendment to Employment Agreement dated September 6, 2006, between Input/Output, Inc. and
Robert P. Peebler, filed on September 7, 2006, as Exhibit 10.1 to the Companys Current Report on
Form 8-K, and incorporated herein by reference.**10.18
    
    
    
    Second Amendment to Employment Agreement dated February 16, 2007, between Input/Output, Inc. and
Robert P. Peebler, filed on February 16, 2007 as Exhibit 10.1 to the Companys Current Report on
Form 8-K, and incorporated
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herein by reference.**10.19
    
    
    
    Third Amendment to Employment Agreement dated as of August 20, 2007 between Input/Output, Inc. and
Robert P. Peebler, filed on August 21, 2007 as Exhibit 10.2 to the Companys Current Report on
Form 8-K and incorporated
herein by reference.**10.20
    
    
    
    Fourth Amendment to Employment Agreement, dated as of January 26, 2009, between ION Geophysical
Corporation and Robert P. Peebler, filed on January 29, 2009 as Exhibit 10.1 to the Companys
Current Report on Form 8-K and incorporated herein by reference.**10.21
    
    
    
    Employment Agreement dated effective as of June 15, 2004, by and between the Company and David L.
Roland, filed on August 9, 2004 as Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2004, and incorporated herein by reference.**10.22
    
    
    
    Employment Agreement, dated as of December 1, 2008, between ION Geophysical Corporation and James
R. Hollis, filed on January 29, 2009 as Exhibit 10.3 to the Companys Current Report on Form 8-K
and incorporated herein by reference.**10.23
    
    
    
    GX Technology Corporation Employee Stock Option Plan, filed on August 9, 2004 as Exhibit 10.1 to
the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, and
incorporated herein by reference.10.24
    
    
    
    Concept Systems Holdings Limited Share Acquisition Agreement dated February 23, 2004, filed on
March 5, 2004 as Exhibit 2.1 to the Companys Current Report on Form 8-K, and incorporated herein
by reference.10.25
    
    
    
    Registration Rights Agreement by and between ION Geophysical Corporation and 1236929 Alberta Ltd.
dated September 18, 2008, filed on November 7, 2008 as Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q and incorporated herein by reference.**10.26
    
    
    
    Form of Employment Inducement Stock Option Agreement for the Input/Output, Inc.  Concept Systems
Employment Inducement Stock Option Program, filed on July 27, 2004 as Exhibit 4.1 to the Companys
Registration Statement on Form S-8 (Reg. No. 333-117716), and incorporated herein by reference.**10.27
    
    
    
    Form of Employee Stock Option Award Agreement for ARAM Systems Employee Inducement Stock Option
Program, filed on November 14, 2008 as Exhibit 4.4 to the Companys Registration Statement on Form
S-8 (Registration No. 333-155378) and incorporated herein by reference.10.28
    
    
    
    Agreement dated as of February 15, 2005, between Input/Output, Inc. and Fletcher International,
Ltd., filed on February 17, 2005 as Exhibit 10.1 to the Companys Current Report on Form 8-K and
incorporated herein by reference.10.29
    
    
    
    First Amendment to Agreement, dated as of May 6, 2005, between the Company and Fletcher
International, Ltd., filed on May 10, 2005 as Exhibit 10.2 to the Companys Current Report on Form
8-K, and incorporated herein by reference.**10.30
    
    
    
    Input/Output, Inc. 2003 Stock Option Plan, dated March 27, 2003, filed as Appendix B of the
Companys definitive proxy statement filed with the SEC on April 30, 2003, and incorporated herein
by reference.10.31
    
    
    
    Amended and Restated Credit Agreement dated as of July 3, 2008, by and among ION Geophysical
Corporation, ION International S.À R.L., HSBC Bank USA, N.A., as administrative agent, joint lead
arranger and joint bookrunner, ABN AMRO Incorporated, as joint lead arranger and joint bookrunner,
and CitiBank, N.A., as syndication agent, filed on July 8, 2008 as Exhibit 10.1 to the Companys
Current Report on Form 8-K and incorporated herein by reference.10.32
    
    
    
    First Amendment to Amended and Restated Credit Agreement and Domestic Security Agreement, dated as
of September 17, 2008, by and among ION Geophysical Corporation, ION International S.À R.L., HSBC
Bank USA, N.A., as administrative agent, joint lead arranger and joint bookrunner, ABN AMRO
Incorporated, as joint lead arranger and joint bookrunner, and CitiBank, N.A., as syndication
agent, filed on September 23, 2008 as Exhibit 10.1 to the Companys Current Report on Form 8-K and
incorporated herein by reference.10.33
    
    
    
    Third Amendment to Amended and Restated Credit Agreement dated as of December 29, 2008, by and
among ION Geophysical Corporation, ION International S.À R.L., the Guarantors and Lenders party
thereto and HSBC Bank USA, N.A., as administrative agent, filed on January 5, 2009 as Exhibit 10.3
to the Companys Current Report on Form 8-K and incorporated herein by reference.10.34
    
    
    
    Fourth Amendment to Amended and Restated Credit Agreement and Foreign Security Agreement, Limited
Waiver and Release dated as of December 30, 2008, by and among ION Geophysical Corporation, ION
International S.À R.L., the Guarantors and Lenders party thereto and HSBC Bank USA, N.A., as
administrative agent, filed on January 5, 2009 as Exhibit 10.4 to the Companys Current Report on
Form 8-K and incorporated herein by reference.10.35
    
    
    
    Fifth Amendment to Amended and Restated Credit Agreement dated effective as of June 1, 2009 by and
among ION
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Geophysical Corporation, ION International S.à r.l., certain other foreign and domestic
subsidiaries of the ION Geophysical Corporation, HSBC Bank USA, N.A., as administrative agent,
joint lead arranger and joint bookrunner, ABN AMRO Incorporated, as joint lead arranger and joint
bookrunner, Citibank, N.A., as syndication agent, and the lenders party thereto, filed on August
6, 2009 as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2009, and incorporated herein by reference.10.36
    
    
    
    Sixth Amendment and Waiver to Amended and Restated Credit Agreement dated effective as of October
23, 2009 by and among ION Geophysical Corporation, ION International S.À R.L., the Guarantors and
Lenders party thereto and HSBC Bank USA, N.A., as administrative agent filed on March 1, 2010 as
Exhibit 10.36 to the Companys Annual Report on Form 10-K for the year ended December 31, 2009,
and incorporated herein by reference.**10.37
    
    
    
    Form of Employment Inducement Stock Option Agreement for the Input/Output, Inc.  GX Technology
Corporation Employment Inducement Stock Option Program, filed on April 4, 2005 as Exhibit 4.1 to
the Companys Registration Statement on Form S-8 (Reg. No. 333-123831), and incorporated herein by
reference.**10.38
    
    
    
    First Amendment to Consulting Services Agreement dated as of January 5, 2007, by and between GX
Technology Corporation and Michael K. Lambert, filed on January 8, 2007 as Exhibit 10.1 to the
Companys Current Report on Form 8-K, and incorporated herein by reference.**10.39
    
    
    
    Letter agreement dated October 19, 2006, by and between the Company and Michael K. Lambert, filed
on October 24, 2006 as Exhibit 10.1 to the Companys Current Report on Form 8-K, and incorporated
herein by reference.**10.40
    
    
    
    Severance Agreement dated as of December 1, 2008, between ION Geophysical Corporation and Charles
J. Ledet, filed on December 5, 2008 as Exhibit 10.1 to the Companys Current Report on Form 8-K
and incorporated herein by reference.10.41
    
    
    
    Consulting Agreement dated as of December 1, 2008, between ION Geophysical Corporation and Charles
J. Ledet, filed on December 5, 2008 as Exhibit 10.2 to the Companys Current Report on Form 8-K
and incorporated herein by reference.10.42
    
    
    
    Rights Agreement, dated as of December 30, 2008, between ION Geophysical Corporation and
Computershare Trust Company, N.A., as Rights Agent, filed as Exhibit 4.1 to the Companys Form 8-A
(Registration No. 001-12691) and incorporated herein by reference.**10.43
    
    
    
    ION Stock Appreciation Rights Plan dated November 17, 2008, filed as Exhibit 10.47 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein
by reference.10.44
    
    
    
    Canadian Master Loan and Security Agreement dated as of June 29, 2009 by and among ICON ION, LLC,
as lender, ION Geophysical Corporation and ARAM Rentals Corporation, a Nova Scotia corporation,
filed on August 6, 2009 as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2009, and incorporated herein by reference.10.45
    
    
    
    Master Loan and Security Agreement (U.S.) dated as of June 29, 2009 by and among ICON ION, LLC, as
lender, ION Geophysical Corporation and ARAM Seismic Rentals, Inc., a Texas corporation, filed on
August 6, 2009 as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2009, and incorporated herein by reference.10.46
    
    
    
    Term Sheet dated as of October 23, 2009 by and between ION Geophysical Corporation and BGP Inc.,
China National Petroleum Corporation filed on March 1, 2010 as Exhibit 10.52 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2009, and incorporated herein by
reference.10.47
    
    
    
    Warrant Issuance Agreement dated as of October 23, 2009 by and between ION Geophysical Corporation
and BGP Inc., China National Petroleum Corporation filed on March 1, 2010 as Exhibit 10.53 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2009, and incorporated herein
by reference.10.48
    
    
    
    Registration Rights Agreement dated as of October 23, 2009 by and between ION Geophysical
Corporation and BGP Inc., China National Petroleum Corporation filed on March 1, 2010 as Exhibit
10.54 to the Companys Annual Report on Form 10-K for the year ended December 31, 2009, and
incorporated herein by reference.10.49
    
    
    
    Stock Purchase Agreement dated as of March 19, 2010, by and between ION Geophysical Corporation
and BGP Inc., China National Petroleum Corporation, filed on March 31, 2010 as Exhibit 10.1 to the
Companys Current Report on Form 8-K, and incorporated herein by reference.10.50
    
    
    
    Investor Rights Agreement dated as of March 25, 2010, by and between ION Geophysical Corporation
and BGP Inc., China National Petroleum Corporation, filed on March 31, 2010 as Exhibit 10.2 to the
Companys Current Report on Form 8-K, and incorporated herein by reference.
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10.51
    
    
    
    Share Purchase Agreement dated as of March 24, 2010, by and among ION Geophysical Corporation,
INOVA Geophysical Equipment Limited and BGP Inc., China National Petroleum Corporation, filed on
March 31, 2010 as Exhibit 10.3 to the Companys Current Report on Form 8-K, and incorporated
herein by reference.10.52
    
    
    
    Joint Venture Agreement dated as of March 24, 2010, by and between ION Geophysical Corporation and
BGP Inc., China National Petroleum Corporation, filed on March 31, 2010 as Exhibit 10.4 to the
Companys Current Report on Form 8-K, and incorporated herein by reference.10.53
    
    
    
    Credit Agreement dated as of March 25, 2010, by and among ION Geophysical Corporation, ION
International S.À R.L. and China Merchants Bank Co., Ltd., New York Branch, as administrative
agent and lender, filed on March 31, 2010 as Exhibit 10.5 to the Companys Current Report on Form
8-K, and incorporated herein by reference.**10.54
    
    
    
    Fifth Amendment to Employment Agreement dated June 1, 2010, between ION Geophysical Corporation
and Robert P. Peebler, filed on June 1, 2010 as Exhibit 10.1 to the Companys Current Report on
Form 8-K, and incorporated herein by reference.*21.1
    
    
    
    Subsidiaries of the Company.*23.1
    
    
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.23.2
    
    
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.*24.1
    
    
    
    The Power of Attorney (included on the signature page of the Form 10-K filed on February 24, 2011).31.1
    
    
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a).31.2
    
    
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a).32.1
    
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350.32.2
    
    
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350.99.1
    
    
    
    INOVA Geophysical Equipment Limited Audited Financial Statements as of December 31, 2010 and for
the period from March 26, 2010 to December 31, 2010.
 
 *
    
    Filed with ION Geophysical Corporations Annual Report on Form 10-K for the year ended
December 31, 2010, as filed with the Securities and Exchange Commission on February 24, 2011.**
    
    Management contract or compensatory plan or arrangement.
    
    Filed herewith. Exhibits required by Item 601 of Regulation S-K.
  Financial statement schedules.
  8




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SIGNATURES
  ION GEOPHYSICAL CORPORATIONBy
    /s/ Robert P. PeeblerRobert P. PeeblerChief Executive Officer and Director
(Principal Executive Officer)  Name
    
    Capacities
    
    Date/s/ ROBERT P. PEEBLER
    
    Chief Executive Officer and Director
    
    June 17, 2011Robert P. Peebler
    
    (Principal
Executive Officer)* R. BRIAN HANSON
    
    Executive Vice President and Chief Financial
    
    June 17, 2011Officer (Principal Financial Officer)* MICHAEL L. MORRISON
    
    Vice President and Corporate Controller
    
    June 17, 2011(Principal Accounting Officer)* JAMES M. LAPEYRE, JR.
    
    Chairman of the Board of Directors and Director
    
    June 17, 2011* DAVID H. BARR
    
    Director
    
    June 17, 2011* HAO HUIMIN
    
    Director
    
    June 17, 2011* MICHAEL C. JENNINGS
    
    Director
    
    June 17, 2011* FRANKLIN MYERS
    
    Director
    
    June 17, 2011* S. JAMES NELSON, JR.
    
    Director
    
    June 17, 2011* JOHN N. SEITZ
    
    Director
    
    June 17, 2011
 * By:
    /s/ Robert P. PeeblerRobert P. PeeblerAttorney-in-fact 9




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3.1
    
    
    
    Restated Certificate of Incorporation dated September 24, 2007 filed on September 24,
2007 as Exhibit 3.4 to the Companys Current Report on Form 8-K and incorporated
herein by reference.3.2
    
    
    
    Amended and Restated Bylaws of ION Geophysical Corporation filed on September 24,
2007 as Exhibit 3.5 to the Companys Current Report on Form 8-K and incorporated
herein by reference.3.3
    
    
    
    Certificate of Ownership and Merger merging ION Geophysical Corporation with and into
Input/Output, Inc. dated September 21, 2007, filed on September 24, 2007 as Exhibit
3.1 to the Companys Current Report on Form 8-K and incorporated herein by reference.4.1
    
    
    
    Certificate of Rights and Designations of Series D-1 Cumulative Convertible Preferred
Stock, dated February 16, 2005 and filed on February 17, 2005 as Exhibit 3.1 to the
Companys Current Report on Form 8-K and incorporated herein by reference.4.2
    
    
    
    Certificate of Elimination of Series B Preferred Stock dated September 24, 2007,
filed on September 24, 2007 as Exhibit 3.2 to the Companys Current Report on Form
8-K and incorporated herein by reference.4.3
    
    
    
    Certificate of Elimination of Series C Preferred Stock dated September 24, 2007,
filed on September 24, 2007 as Exhibit 3.3 to the Companys Current Report on Form
8-K and incorporated herein by reference.4.4
    
    
    
    Certificate of Designation of Series D-2 Cumulative Convertible Preferred Stock dated
December 6, 2007, filed on December 6, 2007 as Exhibit 3.1 to the Companys Current
Report on Form 8-K and incorporated herein by reference.4.5
    
    
    
    Certificate of Designations of Series A Junior Participating Preferred Stock of ION
Geophysical Corporation effective as of December 31, 2008, filed on January 5, 2009
as Exhibit 3.1 to the Companys Current Report on Form 8-K and incorporated herein by
reference.4.6
    
    
    
    Form of Senior Indenture, filed on December 19, 2008 as Exhibit 4.3 to the Companys
Registration Statement on Form S-3 (Registration No. 333-156362) and incorporated
herein by reference.4.7
    
    
    
    Form of Senior Note, filed on December 19, 2008 as Exhibit 4.4 to the Companys
Registration Statement on Form S-3 (Registration No. 333-156362) and incorporated
herein by reference.4.8
    
    
    
    Form of Subordinated Indenture, filed on December 19, 2008 as Exhibit 4.5 to the
Companys Registration Statement on Form S-3 (Registration No. 333-156362) and
incorporated herein by reference.4.9
    
    
    
    Form of Subordinated Note, filed on December 19, 2008 as Exhibit 4.6 to the Companys
Registration Statement on Form S-3 (Registration No. 333-156362) and incorporated
herein by reference.**10.1
    
    
    
    Amended and Restated 1990 Stock Option Plan, filed on June 9, 1999 as Exhibit 4.2 to
the Companys Registration Statement on Form S-8 (Registration No. 333-80299), and
incorporated herein by reference.10.2
    
    
    
    Office and Industrial/Commercial Lease dated June 2005 by and between Stafford Office
Park II, LP as Landlord and Input/Output, Inc. as Tenant, filed on March 31, 2006 as
Exhibit 10.2 to the Companys Annual Report on Form 10-K for the year ended December
31, 2005, and incorporated herein by reference.10.3
    
    
    
    Office and Industrial/Commercial Lease dated June 2005 by and between Stafford Office
Park District as Landlord and Input/Output, Inc. as Tenant, filed on March 31, 2006
as Exhibit 10.3 to the Companys Annual Report on Form 10-K for the year ended
December 31, 2005, and incorporated herein by reference.**10.4
    
    
    
    Input/Output, Inc. Amended and Restated 1996 Non-Employee Director Stock Option Plan,
filed on June 9, 1999 as Exhibit 4.3 to the Companys Registration Statement on Form
S-8 (Registration No. 333-80299), and incorporated herein by reference.
 10




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##### Table of Contents



**10.5
    
    
    
    Amendment No. 1 to the Input/Output, Inc. Amended and Restated 1996 Non-Employee
Director Stock Option Plan dated September 13, 1999 filed on November 14, 1999 as
Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter
ended August 31, 1999 and incorporated herein by reference.**10.6
    
    
    
    Employment Agreement dated effective as of May 22, 2006, between Input/Output, Inc.
and R. Brian Hanson filed on May 1, 2006 as Exhibit 10.1 to the Companys Form 8-K,
and incorporated herein by reference.**10.7
    
    
    
    First Amendment to Employment Agreement dated as of August 20, 2007 between
Input/Output, Inc. and R. Brian Hanson, filed on August 21, 2007 as Exhibit 10.1 to
the Companys Current Report on Form 8-K and incorporated herein by reference.**10.8
    
    
    
    Second Amendment to Employment Agreement, dated as of December 1, 2008, between ION
Geophysical Corporation and R. Brian Hanson, filed on January 29, 2009 as Exhibit
10.2 to the Companys Current Report on Form 8-K and incorporated herein by
reference.**10.9
    
    
    
    Input/Output, Inc. Employee Stock Purchase Plan, filed on March 28, 1997 as Exhibit
4.4 to the Companys Registration Statement on Form S-8 (Registration No. 333-24125),
and incorporated herein by reference.**10.10
    
    
    
    Fifth Amended and Restated 2004 Long-Term Incentive Plan, filed as Appendix A to the
definitive proxy statement for the 2010 Annual Meeting of Stockholders of ION
Geophysical Corporation, filed on April 21, 2010, and incorporated herein by
reference.10.11
    
    
    
    Registration Rights Agreement dated as of November 16, 1998, by and among the Company
and The Laitram Corporation, filed on March 12, 2004 as Exhibit 10.7 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2003, and incorporated
herein by reference.**10.12
    
    
    
    Input/Output, Inc. 1998 Restricted Stock Plan dated as of June 1, 1998, filed on June
9, 1999 as Exhibit 4.7 to the Companys Registration Statement on S-8 (Registration
No. 333-80297), and incorporated herein by reference.**10.13
    
    
    
    Input/Output Inc. Non-qualified Deferred Compensation Plan, filed on April 1, 2002 as
Exhibit 10.14 to the Companys Annual Report on Form 10-K for the year ended December
31, 2001, and incorporated herein by reference.**10.14
    
    
    
    Input/Output, Inc. 2000 Restricted Stock Plan, effective as of March 13, 2000, filed
on August 17, 2000 as Exhibit 10.27 to the Companys Annual Report on Form 10-K for
the fiscal year ended May 31, 2000, and incorporated herein by reference.**10.15
    
    
    
    Input/Output, Inc. 2000 Long-Term Incentive Plan, filed on November 6, 2000 as
Exhibit 4.7 to the Companys Registration Statement on Form S-8 (Registration No.
333-49382), and incorporated by reference herein.**10.16
    
    
    
    Employment Agreement dated effective as of March 31, 2003, by and between the Company
and Robert P. Peebler, filed on March 31, 2003, as Exhibit 10.1 to the Companys
Current Report on Form 8-K and incorporated herein by reference.**10.17
    
    
    
    First Amendment to Employment Agreement dated September 6, 2006, between
Input/Output, Inc. and Robert P. Peebler, filed on September 7, 2006, as Exhibit 10.1
to the Companys Current Report on Form 8-K, and incorporated herein by reference.**10.18
    
    
    
    Second Amendment to Employment Agreement dated February 16, 2007, between
Input/Output, Inc. and Robert P. Peebler, filed on February 16, 2007 as Exhibit 10.1
to the Companys Current Report on Form 8-K, and incorporated herein by reference.**10.19
    
    
    
    Third Amendment to Employment Agreement dated as of August 20, 2007 between
Input/Output, Inc. and Robert P. Peebler, filed on August 21, 2007 as Exhibit 10.2 to
the Companys Current Report on Form 8-K and incorporated herein by reference.**10.20
    
    
    
    Fourth Amendment to Employment Agreement, dated as of January 26, 2009, between ION
Geophysical Corporation and Robert P. Peebler, filed on January 29, 2009 as Exhibit
10.1 to the Companys Current Report on Form 8-K and incorporated herein by
reference.**10.21
    
    
    
    Employment Agreement dated effective as of June 15, 2004, by and between the Company and
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##### Table of Contents



David L. Roland, filed on August 9, 2004 as Exhibit 10.5 to the Companys
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, and
incorporated herein by reference.**10.22
    
    
    
    Employment Agreement, dated as of December 1, 2008, between ION Geophysical
Corporation and James R. Hollis, filed on January 29, 2009 as Exhibit 10.3 to the
Companys Current Report on Form 8-K and incorporated herein by reference.**10.23
    
    
    
    GX Technology Corporation Employee Stock Option Plan, filed on August 9, 2004 as
Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2004, and incorporated herein by reference.10.24
    
    
    
    Concept Systems Holdings Limited Share Acquisition Agreement dated February 23, 2004,
filed on March 5, 2004 as Exhibit 2.1 to the Companys Current Report on Form 8-K,
and incorporated herein by reference.10.25
    
    
    
    Registration Rights Agreement by and between ION Geophysical Corporation and 1236929
Alberta Ltd. dated September 18, 2008, filed on November 7, 2008 as Exhibit 10.1 to
the Companys Quarterly Report on Form 10-Q and incorporated herein by reference.**10.26
    
    
    
    Form of Employment Inducement Stock Option Agreement for the Input/Output, Inc. 
Concept Systems Employment Inducement Stock Option Program, filed on July 27, 2004 as
Exhibit 4.1 to the Companys Registration Statement on Form S-8 (Reg. No.
333-117716), and incorporated herein by reference.**10.27
    
    
    
    Form of Employee Stock Option Award Agreement for ARAM Systems Employee Inducement
Stock Option Program, filed on November 14, 2008 as Exhibit 4.4 to the Companys
Registration Statement on Form S-8 (Registration No. 333-155378) and incorporated
herein by reference.10.28
    
    
    
    Agreement dated as of February 15, 2005, between Input/Output, Inc. and Fletcher
International, Ltd., filed on February 17, 2005 as Exhibit 10.1 to the Companys
Current Report on Form 8-K and incorporated herein by reference.10.29
    
    
    
    First Amendment to Agreement, dated as of May 6, 2005, between the Company and
Fletcher International, Ltd., filed on May 10, 2005 as Exhibit 10.2 to the Companys
Current Report on Form 8-K, and incorporated herein by reference.**10.30
    
    
    
    Input/Output, Inc. 2003 Stock Option Plan, dated March 27, 2003, filed as Appendix B
of the Companys definitive proxy statement filed with the SEC on April 30, 2003, and
incorporated herein by reference.10.31
    
    
    
    Amended and Restated Credit Agreement dated as of July 3, 2008, by and among ION
Geophysical Corporation, ION International S.À R.L., HSBC Bank USA, N.A., as
administrative agent, joint lead arranger and joint bookrunner, ABN AMRO
Incorporated, as joint lead arranger and joint bookrunner, and CitiBank, N.A., as
syndication agent, filed on July 8, 2008 as Exhibit 10.1 to the Companys Current
Report on Form 8-K and incorporated herein by reference.10.32
    
    
    
    First Amendment to Amended and Restated Credit Agreement and Domestic Security
Agreement, dated as of September 17, 2008, by and among ION Geophysical Corporation,
ION International S.À R.L., HSBC Bank USA, N.A., as administrative agent, joint lead
arranger and joint bookrunner, ABN AMRO Incorporated, as joint lead arranger and
joint bookrunner, and CitiBank, N.A., as syndication agent, filed on September 23,
2008 as Exhibit 10.1 to the Companys Current Report on Form 8-K and incorporated
herein by reference.10.33
    
    
    
    Third Amendment to Amended and Restated Credit Agreement, dated as of December 29,
2008, by and among ION Geophysical Corporation, ION International S.À R.L., the
Guarantors and Lenders party thereto and HSBC Bank USA, N.A., as administrative
agent, filed on January 5, 2009 as Exhibit 10.3 to the Companys Current Report on
Form 8-K and incorporated herein by reference.10.34
    
    
    
    Fourth Amendment to Amended and Restated Credit Agreement and Foreign Security
Agreement, Limited Waiver and Release dated as of December 30, 2008, by and among ION
Geophysical Corporation, ION International S.À R.L., the Guarantors and Lenders party
thereto and HSBC Bank USA, N.A., as administrative agent, filed on January 5, 2009 as
Exhibit 10.4 to the Companys Current Report on Form 8-K and incorporated herein by
reference.
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##### Table of Contents



10.35
    
    
    
    Fifth Amendment to Amended and Restated Credit Agreement dated effective as of June
1, 2009 by and among ION Geophysical Corporation, ION International S.à r.l., certain
other foreign and domestic subsidiaries of the ION Geophysical Corporation, HSBC Bank
USA, N.A., as administrative agent, joint lead arranger and joint bookrunner, ABN
AMRO Incorporated, as joint lead arranger and joint bookrunner, Citibank, N.A., as
syndication agent, and the lenders party thereto, filed on August 6, 2009 as Exhibit
10.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2009, and incorporated herein by reference.10.36
    
    
    
    Sixth Amendment and Waiver to Amended and Restated Credit Agreement dated effective
as of October 23, 2009 by and among ION Geophysical Corporation, ION International
S.À R.L., the Guarantors and Lenders party thereto and HSBC Bank USA, N.A., as
administrative agent filed on March 1, 2010 as Exhibit 10.36 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2009, and incorporated herein by
reference.**10.37
    
    
    
    Form of Employment Inducement Stock Option Agreement for the Input/Output, Inc.  GX
Technology Corporation Employment Inducement Stock Option Program, filed on April 4,
2005 as Exhibit 4.1 to the Companys Registration Statement on Form S-8 (Reg. No.
333-123831), and incorporated herein by reference.**10.38
    
    
    
    First Amendment to Consulting Services Agreement dated as of January 5, 2007, by and
between GX Technology Corporation and Michael K. Lambert, filed on January 8, 2007 as
Exhibit 10.1 to the Companys Current Report on Form 8-K, and incorporated herein by
reference.**10.39
    
    
    
    Letter agreement dated October 19, 2006, by and between the Company and Michael K.
Lambert, filed on October 24, 2006 as Exhibit 10.1 to the Companys Current Report on
Form 8-K, and incorporated herein by reference.**10.40
    
    
    
    Severance Agreement dated as of December 1, 2008, between ION Geophysical Corporation
and Charles J. Ledet, filed on December 5, 2008 as Exhibit 10.1 to the Companys
Current Report on Form 8-K and incorporated herein by reference.10.41
    
    
    
    Consulting Agreement dated as of December 1, 2008, between ION Geophysical
Corporation and Charles J. Ledet, filed on December 5, 2008 as Exhibit 10.2 to the
Companys Current Report on Form 8-K and incorporated herein by reference.10.42
    
    
    
    Rights Agreement, dated as of December 30, 2008, between ION Geophysical Corporation
and Computershare Trust Company, N.A., as Rights Agent, filed as Exhibit 4.1 to the
Companys Form 8-A (Registration No. 001-12691) and incorporated herein by reference.**10.43
    
    
    
    ION Stock Appreciation Rights Plan dated November 17, 2008, filed as Exhibit 10.47 to
the Companys Annual Report on Form 10-K for the year ended December 31, 2008, and
incorporated herein by reference.10.44
    
    
    
    Canadian Master Loan and Security Agreement dated as of June 29, 2009 by and among
ICON ION, LLC, as lender, ION Geophysical Corporation and ARAM Rentals Corporation, a
Nova Scotia corporation, filed on August 6, 2009 as Exhibit 10.3 to the Companys
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, and
incorporated herein by reference.10.45
    
    
    
    Master Loan and Security Agreement (U.S.) dated as of June 29, 2009 by and among ICON
ION, LLC, as lender, ION Geophysical Corporation and ARAM Seismic Rentals, Inc., a
Texas corporation, filed on August 6, 2009 as Exhibit 10.4 to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2009, and incorporated
herein by reference.10.46
    
    
    
    Term Sheet dated as of October 23, 2009 by and between ION Geophysical Corporation
and BGP Inc., China National Petroleum Corporation filed on March 1, 2010 as Exhibit
10.52 to the Companys Annual Report on Form 10-K for the year ended December 31,
2009, and incorporated herein by reference.10.47
    
    
    
    Warrant Issuance Agreement dated as of October 23, 2009 by and between ION
Geophysical Corporation and BGP Inc., China National Petroleum Corporation filed on
March 1, 2010 as Exhibit 10.53 to the Companys Annual Report on Form 10-K for the
year ended December 31, 2009, and incorporated herein by reference.10.48
    
    
    
    Registration Rights Agreement dated as of October 23, 2009 by and between ION
Geophysical Corporation and BGP Inc., China National Petroleum Corporation filed on
March 1, 2010 as
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Exhibit 10.54 to the Companys Annual Report on Form 10-K for the
year ended December 31, 2009, and incorporated herein by reference.10.49
    
    
    
    Stock Purchase Agreement dated as of March 19, 2010, by and between ION Geophysical
Corporation and BGP Inc., China National Petroleum Corporation, filed on March 31,
2010 as Exhibit 10.1 to the Companys Current Report on Form 8-K, and incorporated
herein by reference.10.50
    
    
    
    Investor Rights Agreement dated as of March 25, 2010, by and between ION Geophysical
Corporation and BGP Inc., China National Petroleum Corporation, filed on March 31,
2010 as Exhibit 10.2 to the Companys Current Report on Form 8-K, and incorporated
herein by reference.10.51
    
    
    
    Share Purchase Agreement dated as of March 24, 2010, by and among ION Geophysical
Corporation, INOVA Geophysical Equipment Limited and BGP Inc., China National
Petroleum Corporation, filed on March 31, 2010 as Exhibit 10.3 to the Companys
Current Report on Form 8-K, and incorporated herein by reference.10.52
    
    
    
    Joint Venture Agreement dated as of March 24, 2010, by and between ION Geophysical
Corporation and BGP Inc., China National Petroleum Corporation, filed on March 31,
2010 as Exhibit 10.4 to the Companys Current Report on Form 8-K, and incorporated
herein by reference.10.53
    
    
    
    Credit Agreement dated as of March 25, 2010, by and among ION Geophysical
Corporation, ION International S.À R.L. and China Merchants Bank Co., Ltd., New York
Branch, as administrative agent and lender, filed on March 31, 2010 as Exhibit 10.5
to the Companys Current Report on Form 8-K, and incorporated herein by reference.**10.54
    
    
    
    Fifth Amendment to Employment Agreement dated June 1, 2010, between ION Geophysical
Corporation and Robert P. Peebler, filed on June 1, 2010 as Exhibit 10.1 to the
Companys Current Report on Form 8-K, and incorporated herein by reference.*21.1
    
    
    
    Subsidiaries of the Company.*23.1
    
    
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.23.2
    
    
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.*24.1
    
    
    
    The Power of Attorney (included on the signature page of the Form 10-K filed on
February 24, 2011).31.1
    
    
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a).31.2
    
    
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a).32.1
    
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350.32.2
    
    
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350.99.1
    
    
    
    INOVA Geophysical Equipment Limited Audited Financial Statements as of December 31,
2010 and for the period from March 26, 2010 to December 31, 2010.
 
 *
    
    Filed with ION Geophysical Corporations Annual Report on Form 10-K for the year ended
December 31, 2010, as filed with the Securities and Exchange Commission on February 24, 2011.**
    
    Management contract or compensatory plan or arrangement.
    
    Filed herewith. 14