##### 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, 2009
 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
    
    (I.R.S. EmployerIncorporation or Organization)
    
    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
    
    New York Stock ExchangeRights to Purchase Series A Junior Participating Preferred Stock
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 Yes o No þ
 þ o
 o o
 * The registrant has not yet been phased into the interactive data requirements. o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 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 26, 2010
    
    Part III




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TABLE OF CONTENTS  PART IIItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 9A. Controls and ProceduresPART IIIItem 11. Executive CompensationPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  EXPLANATORY NOTE
  Managements Discussion and Analysis of Financial
Condition and Results of Operations
 
    
    Amends the section entitled   Key Financial Metrics by adding gross profit and gross
margin data to the table;
    
    Amends the subsections entitled   Results of Operations  Year Ended December 31, 2009
Compared to Year Ended December 31, 2008 and   Results of Operations  Year Ended
December 31, 2008 Compared to Year Ended December 31, 2007, by providing under Net
Revenues, Gross Profits and Gross Margins of each subsection, additional disclosures
regarding the profitability of our business segments;
    
    Amends the first paragraph under   Liquidity and Capital Resources  Sources of
Capital to provide additional disclosures regarding our working capital requirements; and
    
    Amends the subsection entitled   Meeting our Liquidity Requirements  Cash Flow from
Operations to provide additional disclosures regarding our cash flows from operations and
causes of changes in certain working capital line items in 2009 and 2008.
 Controls and Procedures Evaluation of Disclosure Controls
and Procedures
 Executive Compensation
 
    
    Amends the subsection entitled Compensation Discussion and Analysis  Objectives of Our
Executive Compensation Programs  General Compensation Philosophy and Policy by providing
additional information regarding our companys determination not to proceed with our stock
option replenishment program during 2009;
    
    Amends the subsection entitled Compensation Discussion and Analysis  Annual Incentive
Compensation  2009 Incentive Plan by providing additional information regarding the
Compensation Committees evaluation of executive performance and personal criteria success
factors; and
    
    Amends the subsection entitled Summary Compensation Table  Potential Payments Upon
Termination or Change of Control by providing information regarding the definition of
change of control under certain employment agreements and equity compensation plans and
information regarding certain potential payments upon termination or a change of control
for James R. Hollis, a former executive officer.
   This Form 10-K/A contains forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements should be read in conjunction
with the cautionary statements and other
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important factors included in the Form 10-K. See Item 1A. Risk Factors of the Form 10-K for
a description of important factors which could cause actual results to differ materially from those
contained in the forward-looking statements.
 Business  Intellectual
Property
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PART II
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Note: The following should be read in conjunction with our Consolidated Financial Statements
and related notes that appear elsewhere in the Annual Report on Form 10-K filed with the SEC on March 1, 2010.
 Executive Summary
 Our Business.
  
    
    Land Imaging Systems cable-based, cableless and radio-controlled seismic data
acquisition systems, digital geophone sensors, vibroseis vehicles (i.e., vibrator trucks)
and source controllers for detonator and vibrator energy sources and also consisting of
analog geophone sensors. After we complete our land equipment joint venture with BGP, all of
these business lines, with the exception of analog geophone sensors, will become part of the
joint venture. See   Proposed Land Joint Venture with BGP.
    
    Marine Imaging Systems towed streamer and redeployable ocean bottom cable seismic data
acquisition systems and shipboard recorders, streamer positioning and control systems and
energy sources (such as air guns and air gun controllers).
    
    Data Management Solutions software systems and related services for navigation and
data management involving towed marine streamer and seabed operations.
    
    ION Solutions advanced seismic data processing services for marine and land
environments, seismic data libraries, and Integrated Seismic Solutions (ISS) services.
  
    
    Increasing our market share and profitability in land acquisition systems and furthering
the commercialization of FireFly, our cableless full-wave land data acquisition system, and
our other land equipment technologies through our participation in the proposed land
equipment joint venture with BGP;
    
    Continuing to manage our cost structure to reflect current market and economic
conditions while keeping key strategic technology programs progressing with an overall goal
of enabling E&P companies to solve their complex reservoir problems most efficiently and
effectively;
    
    Expanding our ION Solutions business in new regions with new customers and new land and
marine service offerings, including proprietary services for owners and operators of oil and
gas properties;
    
    Globalizing our ION Solutions data processing business by opening advanced imaging
centers in new strategic locations, and expanding our presence in the land seismic
processing segment, with emphasis on serving the national oil companies;
    
    Developing and introducing our next generation of marine towed streamer products, with a
goal of developing markets beyond the new vessel market;
    
    Expanding our seabed imaging solutions business using our VectorSeis Ocean (VSO)
acquisition system platform and derivative products to obtain technical and market
leadership in what we continue to believe is a very important and expanding market; and
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
    
    Leveraging our proposed land equipment joint venture with BGP to design and deliver lower
cost, more reliable land imaging systems to our worldwide customer base of land acquisition
contractors, while concurrently tapping into a broader set of global geophysical
opportunities associated with the exploration, asset development, and production operations
of BGPs parent, CNPC.
 Our Current Debt Levels.
 Liquidity and Capital Resources  Sources of Capital Notes Payable, Long-term
Debt and Lease Obligations
 Liquidity and Capital Resources  Sources of Capital Notes Payable, Long-term Debt and Lease Obligations.
 Proposed Joint Venture with BGP.
 
    
    Two promissory notes (the Convertible Notes) issued to the Bank of China under the
Amended Credit Facility for an aggregate principal amount of $40.0 million, both convertible
into shares of our common stock; and
    
    A Warrant Issuance Agreement with BGP, under which we granted to BGP a warrant (the
Warrant) to purchase shares of our common stock that may be exercised in lieu of
conversion of the Convertible Notes.
  Proposed Joint Venture and Related Transactions with BGP.
 Waivers under Amended Credit Facility.
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Economic Conditions and Cost Containments.
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 Proposed Joint Venture and Related
Transactions with BGP
    2009 Developments.
  
    
    In January 2009, we announced our first delivery of a multi-thousand station version 2.0
FireFly system equipped with digital, full-wave VectorSeis sensors to the worlds largest land
contractor. The deployment in the second quarter of 2009 (we recognized the revenue from this
sale in the fourth quarter of 2009) of this FireFly system occurred in a producing hydrocarbon
basin containing reservoirs that have proven difficult to image with conventional seismic
techniques.
    
    In March 2009, we announced that we had signed an agreement with The Polarcus Group of
Companies for the provision of seismic data processing services. Under the agreement, we will
provide hardware, software and geophysicists in order to support a seismic projects entire
imaging lifecycle, from the vessel to an onshore data processing center.
    
    In April 2009, we announced that a 6,100 station FireFly system will be utilized by a major
oil company to undertake two high channel count, multicomponent (full-wave) seismic
acquisition programs in northeast Texas, and, in July 2009, we announced that our client had
sanctioned the second phase of the program.
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
    
    In April 2009, we announced the first commercial sale of our cable-based ARIES II seismic
recording platform to one of the worlds largest geophysical services providers. The sale
includes two 5,000 channel ARIES II recording systems that the customer plans to deploy on
upcoming, high-channel count seismic surveys.
    
    In May 2009, we announced that an 8,000 station FireFly system will be utilized by Compania
Mexicana de Exploraciones (Comesa), an oilfield services company majority-owned by PEMEX, the
national oil company of Mexico, on three projects in Mexico.
    
    In May 2009, we announced that we had successfully acquired an additional 6,200 kilometers of
regional seismic data offshore Indias western coast as part of our ongoing IndiaSPAN
program. Another 3,800 kilometers has since been acquired off the east coast of India.
    
    In July 2009, we announced that we had successfully completed the data processing and
interpretation for ArgentineSPAN, a basin-scale seismic program offshore Argentina.
ArgentineSPAN contains approximately 11,800 kilometers of new, regional data.
    
    In July 2009, we announced that we had successfully acquired 5,000 kilometers of regional
seismic data covering the Bight Basin and Ceduna Sub-basin offshore southern Australia. Known
as BightSPAN, this latest addition to our global BasinSPAN seismic data library offers the
first regional geologic study of Australias deepwater southern coast.
    
    In October 2009, we announced our proposed joint venture with BGP and the related bridge
financing transactions. See  Proposed Joint Venture and Related Transactions with BGP.
    
    In January 2010, we announced that we had extended our BrasilSPAN program, which makes it
one of the largest 2-D seismic datasets in our multi-client data library. The program
currently contains 42,000 km of data off the coast of South America.
 Proposed Joint Venture and Related Transactions with BGP
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
    
    BGP will have purchased approximately 23.8 million shares of our common stock for $66.6
million and thereby own, before giving effect to the issuance of those shares, approximately
19.99% of our outstanding common stock.
    
    To the extent that shares are not purchased by BGP under the Warrant prior to closing,
the new revolving credit loans from Bank of China, evidenced by the Convertible Notes will
convert into approximately 14.3 million shares of ION common stock and will be credited
against the approximately 23.8 million shares of ION stock to be purchased by BGP at the
transaction closing.
    
    ION will appoint a designee of BGP to its Board of Directors to serve with the current
nine members of IONs Board of Directors.
    
    BGP will arrange for our then-outstanding long-term debt under the Amended Credit
Facility (currently $101.6 million outstanding at February 22, 2010) to be refinanced at the
joint venture closing.
    
    We will use a portion of the proceeds from the transactions to pay off and retire our
outstanding indebtedness under our current revolving credit facility (after giving effect to
the $40.0 million in additional revolving credit borrowings under our existing Amended
Credit Facility, approximately $118.0 million is currently outstanding at February 22, 2010)
and $35.0 million in seller subordinated indebtedness incurred in connection with our
acquisition of ARAM in September 2008.
    
    We will receive a new $100 million revolving credit facility at the joint venture
closing.
    
    The $19.1 million (as of December 31, 2009) secured equipment financing transaction with
ICON will be assigned to and become indebtedness of the joint venture.
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
    
    Preferred access to BGP, currently the worlds largest land seismic contractor;
    
    Anticipated improved economies of scope and scale in our land data acquisition system
manufacturing and sales operations, enabling us to deliver products in a more timely manner
at an overall lower cost to its customers;
    
    Combining our strengths in land equipment technologies with BGPs emerging geophysical
product portfolio and expertise in operating land seismic acquisition crews, which should
permit new joint venture products to be designed and field-tested for reliability, quality
and productivity to the benefit of all customers; and
    
    Aligning the joint venture engineering teams to develop innovative, market-leading land
recording systems, 3C (full-wave) sensor and vibroseis products.
  Key Financial Metrics
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Net revenues:ION Systems Division:Land Imaging Systems
    
    $
    103,038
    
    
    $
    200,493
    
    
    $
    325,037Marine Imaging Systems
    
    
    103,024
    
    
    
    182,710
    
    
    
    177,685Data Management Solutions
    
    
    33,733
    
    
    
    37,240
    
    
    
    37,660Total ION Systems Division
    
    
    239,795
    
    
    
    420,443
    
    
    
    540,382ION Solutions Division
    
    
    179,986
    
    
    
    259,080
    
    
    
    172,729Total
    
    $
    419,781
    
    
    $
    679,523
    
    
    $
    713,111Gross profits:ION Systems Division:Land Imaging Systems
    
    $
    1,931
    
    
    $
    30,279
    
    
    $
    59,786Marine Imaging Systems
    
    
    48,365
    
    
    
    74,567
    
    
    
    69,904Data Management Solutions
    
    
    21,998
    
    
    
    24,656
    
    
    
    22,292Total ION Systems Division
    
    
    72,294
    
    
    
    129,502
    
    
    
    151,982ION Solutions Division
    
    
    59,844
    
    
    
    78,246
    
    
    
    54,601Total
    
    $
    132,138
    
    
    $
    207,748
    
    
    $
    206,583Gross margins:ION Systems Division:Land Imaging Systems
    
    
    1.9
    %
    
    
    15.1
    %
    
    
    18.4
    %Marine Imaging Systems
    
    
    46.9
    %
    
    
    40.8
    %
    
    
    39.3
    %Data Management Solutions
    
    
    65.2
    %
    
    
    66.2
    %
    
    
    59.2
    %Total ION Systems Division
    
    
    30.1
    %
    
    
    30.8
    %
    
    
    28.1
    %ION Solutions Division
    
    
    33.2
    %
    
    
    30.2
    %
    
    
    31.6
    %Total
    
    
    31.5
    %
    
    
    30.6
    %
    
    
    29.0
    %Income (loss) from operations:ION Systems Division:Land Imaging Systems
    
    $
    (39,126
    )
    
    $
    (13,662
    )
    
    $
    28,681Marine Imaging Systems
    
    
    29,632
    
    
    
    52,624
    
    
    
    44,727Data Management Solutions
    
    
    19,970
    
    
    
    22,298
    
    
    
    17,290Total ION Systems Division
    
    
    10,476
    
    
    
    61,260
    
    
    
    90,698ION Solutions Division
    
    
    27,747
    
    
    
    40,534
    
    
    
    21,646Corporate
    
    
    (58,395
    )
    
    
    (62,334
    )
    
    
    (48,450
    )Impairment of goodwill and intangible assets
    
    
    (38,044
    )
    
    
    (252,283
    )
    
    
    Total
    
    $
    (58,216
    )
    
    $
    (212,823
    )
    
    $
    63,894Net income (loss) applicable to common shares
    
    $
    (113,559
    )
    
    $
    (293,713
    )
    
    $
    40,256Basic net income (loss) per common share
    
    $
    (1.03
    )
    
    $
    (3.06
    )
    
    $
    0.49Diluted net income per (loss) common share
    
    $
    (1.03
    )
    
    $
    (3.06
    )
    
    $
    0.45
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Proposed Joint Venture and Related Transactions with BGP
 Risk Factors
 Results of Operations
 Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
 Net Revenues, Gross Profits and Gross Margins .
 Land Imaging Systems.
 Marine Imaging Systems
 Data Management Solutions
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ION Solutions Critical Accounting Policies and Estimates  Revenue Recognition and Product Warranty
 Research, Development and Engineering.
 Marketing and Sales. Executive Summary
 General and Administrative. Executive Summary
 Impairment of Intangible Assets.
 Interest Expense, including Amortization of a Non-Cash Debt Discount.
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 Proposed Joint Venture and Related Transactions with BGP Liquidity and
Capital Resources  Sources of Capital.
 Fair Value Adjustment of the Warrant.
 Impairment of Cost Method Investment
 Other Income (Expense).
 Income Tax (Benefit) Expense.
 Preferred Stock Dividends. 1 2
 Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
 Net Revenues, Gross Profits and Gross Margins .
 Land Imaging Systems
 Marine Imaging Systems
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Data Management Solutions
 ION Solutions
 Research, Development and Engineering.
 Marketing and Sales.
 General and Administrative.
 Impairment of Goodwill and Intangible Assets.
 Income Tax Expense.
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Preferred Stock Dividends and Accretion. 1 2
 Adjustments from Preferred Stock Redemption and Conversion Features
 Liquidity and Capital Resources Sources of Capital Cumulative
Convertible Preferred Stock
   Preferred Stock Beneficial Conversion Charge
 Liquidity and Capital Resources
 Sources of Capital
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
Revolving Line of Credit and Term Loan Facilities
  
    
    Our Amended Credit Facility, comprised of:
 
    
    An amended revolving line of credit sub-facility (including the additional $40.0
million of revolving credit indebtedness evidenced by the Convertible Notes); and
    
    A $125.0 million original principal amount term loan;
 
    
    A $20.0 million secured equipment financing term loan; and
    
    A $35.0 million Amended and Restated Subordinated Promissory Note.
 Revolving Line of Credit and Term Loan Facilities.
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Private Placement of
18.5 Million Shares of Common Stock.
 Fifth Amendment to Amended Credit Facility.
 
    
    An increase in applicable maximum interest rate margins in the event that our leverage
ratio exceeds 2.25 to 1.0  from 4.5% to up to 5.5% for alternate base rate loans, and from
5.5% to up to 6.5% for LIBOR-rate loans;
    
    A modified restricted payments covenant that permitted us to apply up to $6.0 million of
our available cash on hand to prepay the indebtedness under the Jefferies bridge loan
agreement;
    
    A new defined term, Excess Cash Flow, and a new requirement for us to apply 50% of our
Excess Cash Flow, if any, calculated with respect to a just-completed fiscal year, to the
prepayment of the term loan under the Amended Credit Agreement if our fixed charge coverage
ratio or our leverage ratio for the just-completed fiscal year does not meet certain
requirements; and
    
    An amendment to fix the maximum revolving credit facility (accordion feature) amount to
which the Amended Credit Facility could be increased at $140.0 million.
  
    
    Incurring additional indebtedness (including capital lease obligations), granting or
incurring additional liens on our properties, pledging shares of our subsidiaries, entering
into certain merger or other similar transactions, entering into transactions with
affiliates, making certain sales or other dispositions of assets, making certain
investments, acquiring other businesses and entering into certain sale-leaseback
transactions with respect to certain of our properties;
    
    Paying cash dividends on our common stock and repurchasing and acquiring shares of our
common stock unless (i) there is no event of default under the Amended Credit Facility and
(ii) the amount of cash used for cash dividends, repurchases and acquisitions does not, in
the aggregate, exceed an amount equal to the excess of 30% of our domestic consolidated net
income for our most recently completed fiscal year over $15.0 million.
  
    
    maintain a minimum fixed charge coverage ratio (which must be not less than 1.10 to 1.0
for the fiscal quarter ended December 31, 2009; 1.15 to 1.0 for the fiscal quarter ending
March 31, 2010; 1.25 to 1.0 for the fiscal quarter ending June 30, 2010; 1.35 to 1.0 for the
fiscal quarter ending September 30, 2010; and 1.50 to 1.0 the fiscal quarter ending December
31, 2010 and thereafter);
    
    not exceed a maximum leverage ratio (3.00 to 1.0 for the fiscal quarters ended December
31, 2009; 2.75 to 1.0 for the fiscal quarter ending March 31, 2010 and June 30, 2010; 2.5 to
1.0 for the fiscal quarter ending September 30, 2010; and 2.25 to 1.0 the fiscal quarter
ending December 31, 2010 and thereafter); and
    
    maintain a minimum tangible net worth of at least 80% of our tangible net worth as of
September 18, 2008 (the date that we completed our acquisition of ARAM), plus 50% of our
consolidated net income for each quarter thereafter, and 80% of the proceeds from any
mandatorily convertible notes and preferred and common stock issuances for each quarter
thereafter.
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,
  Sixth Amendment to Amended Credit Facility.
     Convertible Notes and Warrant.
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 Critical Accounting
Policies and Estimates  Fair Value of the Warrant.
 Secured Equipment Financing.
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Amended and Restated Subordinated Seller Note.
   20




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.
  
    
    qualifies as Long Term Junior Financing (as defined in the Amended Credit Agreement),
    
    results from a refinancing or replacement of the Amended Credit Facility such that the
aggregate principal indebtedness (including revolving commitments) thereunder would be in
excess of $275.0 million, or
    
    qualifies as unsecured indebtedness for borrowed money that is evidenced by notes or
debentures, has a maturity date of at least five years after the date of its issuance and
results in total gross cash proceeds to us of not less than $40.0 million,
   
    
    our obligations under the Amended Credit Facility,
    
    our liabilities with respect to capital leases and obligations that qualify as a
Sale/Leaseback Agreement (as that term is defined in the Amended Credit Agreement),
    
    guarantees of the indebtedness described above, and
    
    debentures, notes or other evidences of indebtedness issued in exchange for, or in the
refinancing of, the Senior Obligations described above, or any indebtedness arising from the
payment and satisfaction of any Senior Obligations by a guarantor.
   Private Placement of 18.5 Million Shares of Common Stock.
 Cumulative Convertible Preferred Stock
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Legal Proceedings Risk
Factors
 Meeting our Liquidity Requirements
   22




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Cash Flow from Operations
  Results of Operations  Year Ended December 31, 2009
Compared to Year Ended December 31, 2008
  23




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Cash Flow from Investing Activities
   Cash Flow from Financing Activities
   Inflation and Seasonality
  Future Contractual Obligations
  24




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Less Than
    
    
    1-3
    
    
    3-5
    
    
    More ThanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsNotes payable and long-term debt
    
    $
    279,562
    
    
    $
    275,905
    
    
    $
    1,324
    
    
    $
    1,798
    
    
    $
    535Interest on notes payable and long-term debt obligations
    
    
    16,628
    
    
    
    15,544
    
    
    
    713
    
    
    
    353
    
    
    
    18Equipment capital lease obligations
    
    
    6,475
    
    
    
    3,884
    
    
    
    2,591
    
    
    
    
    
    
    
    Operating leases
    
    
    46,330
    
    
    
    12,603
    
    
    
    18,469
    
    
    
    8,018
    
    
    
    7,240Product warranty
    
    
    5,088
    
    
    
    5,088
    
    
    
    
    
    
    
    
    
    
    
    Purchase obligations
    
    
    21,430
    
    
    
    21,430
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    375,513
    
    
    $
    334,454
    
    
    $
    23,097
    
    
    $
    10,169
    
    
    $
    7,793
  Revolving Line of Credit and Term Loan
Facilities Notes Payable, Long-term Debt and Lease Obligations.
 Notes
Payable, Long-term Debt and Lease Obligations.
  Critical Accounting Policies and Estimates  Fair Value
of the Warrant.
    Liquidity and Capital Resources
  Critical Accounting Policies and Estimates
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
    
    Revenue Recognition and Product Warranty.We derive revenue from the sale and rental of (i)
acquisition systems and other seismic equipment within our Land Imaging Systems and Marine
Imaging Systems segments; (ii) imaging services, multi-client surveys and licenses of
off-the-shelf data libraries within our ION Solutions segment; and (iii) navigation, survey
and quality control software systems within our Data Management Solutions segment.For the sales of acquisition systems and other seismic equipment, we follow the requirements of
ASC 605-10 Revenue Recognition and recognize revenue when (a) evidence of an arrangement
exists; (b) the price to the customer is fixed and determinable; (c) collectibility is reasonably
assured; and (d) the acquisition system or other seismic equipment is delivered to the customer
and risk of ownership has passed to the customer, or, in the limited case where a substantive
customer-specified acceptance clause exists in the contract, the later of delivery or when the
customer-specified acceptance is obtained.Our Land Imaging Systems segment receives rental income from the rental of seismic equipment.
The rental is in the form of operating leases as the lease terms range from a couple of days to
several months. Rental revenue is recognized on a straight line basis over the term of the
operating lease.Revenues from all imaging and other services are recognized when persuasive evidence of an
arrangement exists, the price is fixed or determinable, and collectibility is reasonably assured.
Revenues from contract services performed on a day-rate basis are recognized as the service is
performed.Revenues from multi-client surveys are recognized as the seismic data is acquired and/or
processed on a proportionate basis as work is performed. Under this method, we recognize revenues
based upon quantifiable measures of progress, such as kilometers acquired or days processed. Upon
completion of a multi-client seismic survey, the survey data is considered off-the-shelf and
licenses to the survey data are sold to customers on a non-exclusive basis. The license of a
completed multi-client survey is represented by the license of one standard set of data. Revenues
on licenses of completed multi-client data surveys are recognized when (a) a signed final master
geophysical data license agreement and accompanying supplemental license agreement are returned
by the customer; (b) the purchase price for the license is fixed or determinable; (c) delivery or
performance has occurred; and (d) no significant uncertainty exists as to the customers
obligation, willingness or ability to pay. In limited situations, we have provided the customer
with a right to exchange seismic data for another specific seismic data set. In these limited
situations, we recognize revenue at the earlier of the customer exercising its exchange right or
the expiration of the customers exchange right.When separate elements (such as an acquisition system, other seismic equipment and/or imaging
services) are contained in a single sales arrangement, or in related arrangements with the same
customer, we follow the requirements of ASC 605-25 Accounting for Multiple-Element Revenue
Arrangement,and allocate revenue to each element based upon its vendor-specific objective
evidence of fair value, so long as each such element meets the criteria for treatment as a
separate unit of accounting. We limit the amount of revenue recognized for delivered elements to
the amount that is not contingent on the future delivery of products or services. We generally do
not grant return or refund privileges to our customers. When undelivered elements, such as
training courses and engineering services, are inconsequential or perfunctory and not essential
to the functionality of the delivered elements, we recognize revenue on the total contract and
make a provision for the costs of the incomplete elements.For the sales of navigation, survey and quality control software systems, we follow the
requirements for these transactions of ASC 985-605 Software Revenue Recognition,because in
those systems the software is more than incidental to the arrangement as a whole. Following the
requirements of ASC 985-605 Applicability of AICPA Statement of Position 97-2 to Non-Software
Deliverables in an Arrangement Containing More-Than-Incidental Software,we consider the
hardware within these systems to be a software-related item because the software is essential to
the hardwares functionality. As a result, we recognize revenue from sales of navigation, survey
and quality control software systems when (a) evidence of an arrangement exists; (b) the price to
the customer is fixed and determinable; (c) collectibility is reasonably assured; and (d) the
software and software-related hardware is delivered to the customer and risk of ownership has
passed to the customer, or, in the limited case where a substantive customer-specified acceptance
clause exists in the contract, the later of delivery or when the customer-specified acceptance is
obtained.
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These arrangements generally include us providing related services, such as training courses,
engineering services and annual software maintenance. We allocate revenue to each element of the
arrangement based upon vendor-specific objective evidence of fair value of the element or, if
vendor-specific objective evidence is not available for the delivered element, we apply the
residual method.In addition to perpetual software licenses, we offer certain time-based software licenses. For
these time-based licenses, we recognize revenue ratably over the contract term, which is
generally two to five years.We generally warrant that our manufactured equipment will be free from defects in workmanship,
material and parts. Warranty periods generally range from 30 days to three years from the date of
original purchase, depending on the product. We provide for estimated warranty as a charge to
costs of sales at the time of sale.
    
    Multi-Client Data Library.Our multi-client data library consists of seismic surveys that are
offered for licensing to customers on a non-exclusive basis. The capitalized costs include the
costs paid to third parties for the acquisition of data and related activities associated with
the data creation activity and direct internal processing costs, such as salaries, benefits,
computer-related expenses, and other costs incurred for seismic data project design and
management. For the years ended December 31, 2009, 2008 and 2007, we capitalized, as part of
our multi-client data library $3.8 million, $5.4 million, and $4.3 million, respectively, of
direct internal processing costs.Our method of amortizing the costs of a multi-client data library available for commercial sale
is the greater of (i) the percentage of actual revenue to the total estimated revenue multiplied
by the total cost of the project (the sales forecast method) or (ii) the straight-line basis over
a four-year period. The sales forecast method is our primary method of calculating amortization.
The total amortization period of four years represents the minimum period over which benefits
from these surveys are expected to be derived. We have determined the amortization period of four
years based upon our historical experience that indicates that the majority of our revenues from
multi-client surveys are derived during the acquisition and processing phases and during four
years subsequent to survey completion.Estimated sales are determined based upon discussions with our customers, our experience, and our
knowledge of industry trends. Changes in sales estimates may have the effect of changing the
percentage relationship of cost of services to revenue. In applying the sales forecast method, an
increase in the projected sales of a survey will result in lower cost of services as a percentage
of revenue, and higher earnings when revenue associated with that particular survey is
recognized, while a decrease in projected sales will have the opposite effect. Assuming that the
overall volume of sales mix of surveys generating revenue in the period was held constant in
2009, an increase in 10% in the sales forecasts of all surveys would have decreased our
amortization expense by approximately $3.2 million.We estimate the ultimate revenue expected to be derived from a particular seismic data survey
over its estimated useful economic life to determine the costs to amortize, if greater than
straight-line amortization. That estimate is made by us at the projects initiation. For a
completed multi-client survey, we review the estimate quarterly. If during any such review, we
determine that the ultimate revenue for a survey is expected to be more or less than the original
estimate of total revenue for such survey, we decrease or increase (as the case may be) the
amortization rate attributable to the future revenue from such survey. In addition, in connection
with such reviews, we evaluate the recoverability of the multi-client data library, and if
required under ASC 360 Accounting for the Impairment and Disposal of Long-Lived Assets, record
an impairment charge with respect to such data. There were no impairment charges during 2009 and
2008.
    
    Fair Value of the Warrant.We issued the Warrant to BGP as part of our proposed
joint venture with them, which included BGP arranging for the Bank of China to join as a new
lender to our Amended Credit Facility. The Warrant is required to be accounted for at its fair
value with changes in its fair value being recognized below income from operations in the
period of change. The fair value of the Warrant was determined using a Black-Scholes model
that the value of the features based upon certain key inputs. The key input for the
Black-Scholes model is the current market price of our common stock, the yield on our common
stock dividend payments (0%), risk-free interest rates, the expected term (March 31, 2010) and
our stocks historical and implied volatility. The most significant inputs are the current
market price of our common stock. Holding all other inputs constant, a 10% increase or
decrease in our common stock price would result in an increase or decrease in the fair value
of the warrant liability of $8.4 million and ($8.3 million), respectively.
    
    Reserve for Excess and Obsolete Inventories.Our reserve for excess and obsolete inventories
is based on historical sales trends and various other assumptions and judgments, including
future demand for our inventory and the timing of market acceptance of our
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new products. Should these assumptions and judgments not be realized for reasons such as delayed
market acceptance of our new products, our valuation allowance would be adjusted to reflect
actual results. Our industry is subject to technological change and new product development that
could result in obsolete inventory. Our valuation reserve for inventory at December 31, 2009 was
$30.6 million compared to $24.1 million at December 31, 2008. The majority of the increase in our
reserves for excess and obsolete inventory in 2009 related to our Marine Imaging Systems mature
acquisition systems and source products. The increase in our reserves for excess and obsolete
inventories in 2008 primarily related to our analog land acquisition systems. As a result of the
integration of ARAM into our Land Imaging Systems segment, at the end of 2008, we evaluated and
determined that market values of certain of our mature analog products were lower than their
then-current book values.
    
    Goodwill and Other Intangible Assets.For purposes of performing the impairment test for
goodwill as required by ASC 350, we established the following reporting units: Land Imaging
Systems (includes ARAM), Sensor Geophone, Marine Imaging Systems, Data Management Solutions,
and ION Solutions. To determine the fair value of our reporting units, we use a discounted
future returns valuation method. If we had established different reporting units or utilized
different valuation methodologies, our impairment test results could differ.ASC 350 requires us to compare the fair value of our reporting units to their carrying amount on
an annual basis to determine if there is potential goodwill impairment. If the fair value of the
reporting unit is less than its carrying value, an impairment loss is recorded to the extent that
the fair value of the goodwill within the reporting units is less than its carrying value.We completed our annual goodwill impairment testing as of December 31, 2008 and determined that
all of the goodwill within our Land Imaging Systems (including ARAM) and ION Solutions reporting
units were impaired. As a result, we recorded a goodwill impairment charge of $242.2 million.
The decrease in these reporting units fair value was primarily driven by the overall economic
and financial crisis and the decrease in the current demand for our land analog acquisition
products, especially within North America and Russia.We completed our annual goodwill impairment testing as of December 31, 2009 and determined that
no goodwill was impaired. Our remaining goodwill as of December 31, 2009 was comprised of $27.0
million in our Marine Imaging Systems and $25.1 million in our Data Management Solutions
reporting units. Our 2009 annual impairment test indicated that the fair value of these two
reporting units significantly exceeded their carrying values by over 50% for each business unit.
The analyses are based upon the operating forecasts approved annually by the Board of Directors,
which include assumptions about market and economic conditions. However, if our estimates or
related projections associated with the reporting units significantly change in the future, we
may be required to record further impairment charges. If the operational results of our segments
are lower than forecasted or the economic conditions are worse than expected, then the fair value
of our segments will be adversely affected.Our intangible assets other than goodwill relate to proprietary technology, patents, customer
relationships, trade names and non-compete agreements that are amortized over the estimated
periods of benefit (ranging from 4 to 20 years). Following the guidance of ASC 360, we review
the carrying values of these intangible assets for impairment if events or changes in the facts
and circumstances indicate that their carrying value may not be recoverable. Any impairment
determined is recorded in the current period and is measured by comparing the fair value of the
related asset to its carrying value. For the years ended December 31, 2009 and 2008, we
determined that certain of the intangible assets (customer relationships, trade names and
non-compete agreements) associated with our ARAM acquisition were impaired and recorded
impairment charges of $38.0 million and $10.1 million, respectively.Similar to our treatment of goodwill, in making these assessments we rely on a number of factors
including operating results, business plans, internal and external economic projections,
anticipated future cash flows and external market data. However, if our estimates or related
projections associated with the reporting units significantly change in the future, we may be
required to record further impairment charges.
    
    Accounts and Notes Receivable Collectibility.We consider current information and
circumstances regarding our customers ability to repay their obligations, such as the length
of time the receivable balance is outstanding, the customers credit worthiness and historical
experience, and consider an account or note impaired when it is probable that we will be
unable to collect all amounts due. When we consider a note receivable as impaired, we measure
the amount of the impairment based on the present value of expected future cash flows or the
fair value of collateral. We include impairment losses (recoveries) in our allowance for
doubtful accounts and notes through an increase (decrease) in bad debt expense.
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We record interest income on investments in notes receivable on the accrual basis of accounting.
We do not accrue interest on impaired loans where collection of interest according to the
contractual terms is considered doubtful. Among the factors we consider in making an evaluation
of the collectibility of interest are: (i) the status of the loan; (ii) the fair value of the
underlying collateral; (iii) the financial condition of the borrower; and (iv) anticipated future
events.
    
    Stock-Based Compensation.We account for stock based compensation under the recognition
provisions of ASC 718 Share-Based Payment.We estimate the value of stock option awards on
the date of grant using the Black-Scholes option pricing model. The determination of the fair
value of stock-based payment awards on the date of grant using an option-pricing model is
affected by our stock price as well as assumptions regarding a number of subjective variables.
These variables include, but are not limited to, our expected stock price volatility over the
term of the awards, actual and projected employee stock option exercise behaviors, risk-free
interest rate, and expected dividends.The accompanying financial statements for the twelve months ended December 31, 2009 include
approximately $3.3 million of stock-based compensation expense related to 2008, 2007 and 2006.
ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those estimates. The prior-period
stock-based compensation expense relates to adjustments between estimated and actual forfeitures
which should have been recognized over the vesting period of such awards. Such amounts were not
deemed material with respect to either the results of prior years or the results and the trend of
earnings for the current year and were therefore recorded in 2009.In 2009, 2008 and 2007, we recognized $12.7 million, $8.3 million and $6.9 million, respectively,
of stock-based compensation expense related to our employees outstanding stock-based awards. The
total expense in 2009 was comprised of $1.2 million reflected in cost of sales, $0.8 million in
research and development expense, $1.5 million in marketing and sales expense, and $9.2 million
(including the $3.3 million stock-based compensation charge described above) in general and
administrative expense. In addition to the share-based compensation expense related to the
Companys plans, we recorded $0.8 million of share-based compensation expense in 2009 related to
employee stock appreciation rights. Pursuant to ASC 718, the stock appreciation rights are
considered liability awards and, as such, these amounts are accrued in the liability section of
the balance sheet.
 Recent Accounting Pronouncements
 Revenue Recognition Multiple Deliverable Revenue
Arrangements  a consensus of the FASB Emerging Issues Task Force
 Certain Revenue Arrangements
That Include Software Elements
 Fair Value Measurements and Disclosures,
Measuring Liabilities at Fair Value (Topic 820) .
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Interim Disclosures about Fair Value of
Financial Instruments
 The Meaning of Other-Than-Temporary Impairment and
its Application to Certain Investments
 , Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities
 Credit and Sales Risks
   Certain Relationships and Related Party Transactions
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Off-Balance Sheet Arrangements
  Indemnification
  
 Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
  Managements Report on Internal Control Over Financial Reporting
 (i)
    
    pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;(ii)
    
    provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of our management and directors; and(iii)
    
    provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a material
effect on the financial statements.
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Internal Control  Integrated Framework
  Remediation of Material Weakness in Internal Control over Financial Reporting
  
    
    We implemented a quarterly certification requiring our global sales force to confirm that
all documentation related to sales transactions have been provided to Company management.
    
    Global sales personnel (including China) no longer have the authority to enter into sales
contracts without the review and approval of designated corporate management; and
    
    We provided further training and education on the Companys revenue recognition policies
and procedures and will continue to provide this training on an annual basis to our global
sales force.
  Changes in Internal Control
  Report of Independent Registered Public Accounting Firm
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.
   
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PART III
 
 Item 11. Executive Compensation
 Compensation Committee Interlocks and Insider Participation
   
    
    No executive officer of ION served as a member of the compensation committee of
another entity, one of whose executive officers served on the Compensation Committee of
ION;
    
    No executive officer of ION served as a director of another entity, one of whose
executive officers served on the Compensation Committee of ION; and
    
    No executive officer of ION served as a member of the compensation committee of
another entity, one of whose executive officers served as a director of ION.
 EXECUTIVE COMPENSATION
 Introductory note: The following discussion of executive compensation contains descriptions
of various employee benefit plans and employment-related agreements. These descriptions are
qualified in their entirety by reference to the full text or detailed descriptions of the plans and
agreements, which are filed or incorporated by reference as exhibits to our annual report on
Form 10-K for the year ended December 31, 2009. In this discussion, the terms ION, we, our
and us refer to ION Geophysical Corporation and its consolidated subsidiaries, except where the
context otherwise requires or as otherwise indicated.
 Compensation Discussion and Analysis
  Name
    
    TitleRobert P. Peebler
    
    Chief Executive Officer and Director (our principal executive officer)James R. Hollis
    
    President and Chief Operating Officer (Mr. Hollis employment with
ION ended on January 29, 2010)R. Brian Hanson
    
    Executive Vice President and Chief Financial Officer (our principal
financial officer)Christopher M. Friedemann
    
    Senior Vice President, Corporate MarketingDavid L. Roland
    
    Senior Vice President, General Counsel and Corporate Secretary
 Introduction/Corporate Governance
 Compensation Committee
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http://www.iongeo.com/content/released/comp___committee_charterionfeb_2008.pdf Item 1.  Election of Directors  Committees
of the Board  Compensation Committee
 Compensation Consultants
   Role of Management in Establishing and Awarding Compensation
  
Objectives of Our Executive Compensation Programs  Benchmarking  Elements of Compensation
 Base Salary
  Elements of Compensation  Annual Incentive Compensation
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 Objectives of Our
Executive Compensation Programs  Benchmarking
  Compensation Committee Activity
   
    
    Reviewed the 2009 and 2010 employee bonus plans submitted by our Chief Executive Officer
and approved each plan after making desired revisions.
    
    Considered and approved employee bonus awards payable under our 2008 and 2009 bonus plans
and discretionary bonus awards for certain employees in recognition of their performance
during 2008 and 2009.
    
    Engaged Hewitt Associates for:
 -
    
    an analysis of our 2009 long-term incentive strategy, our stock plans and our
outstanding stock options, restricted stock and other stock-based awards, and-
    
    a recommendation on our strategy in 2009 with regards to future grants to employees
and directors.
 
    
    Engaged Performensation Consulting to assist in designing a new employee stock purchase
plan (which we and the Committee decided not to pursue for 2009 but are pursuing for
2010) and the Replenishment Program (which we and the Committee decided not to pursue).
    
    Approved amendments to our 2004 Long-Term Incentive Plan, as recommended by Towers Perrin
in 2010, to increase the number of shares available for grant to employees and directors
under the plan and recommended the proposed amendments to our Board to be submitted to our
stockholders for approval at our 2010 annual stockholders meeting.
    
    Participated in the Board review of the succession plan for our Chief Executive Officer
and other key members of senior management.
    
    Considered and approved annual base salary increases for individual executive officers
and the overall percentage of annual base salary increase applicable to our employees as a
whole.
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
    
    Considered and approved annual employee stock option and restricted stock awards,
including awards for individual executive officers.
    
    Approved grants of restricted stock, stock options, restricted stock units and stock
appreciation rights to various employees.
    
    Considered and approved, subject to stockholder approval, the Replenishment Program,
which would have permitted certain of our current employees to exchange certain outstanding
stock options having exercise prices substantially above the current market price of our
common stock, and receive shares of our common stock. After obtaining shareholder approval
for the Replenishment Program, we decided not to pursue the program.
    
    Reviewed and discussed with management this Compensation Discussion and Analysis.
    
    Engaged ISS Corporate Services, Inc., a wholly-owned subsidiary of RiskMetrics Group,
Inc., to provide benchmarking and modeling services related to the companys proposals to
amend the 2004 Long-Term Incentive Plan to increase the total number of shares of IONs
common stock available for issuance under the plan and approve the Purchase Plan.
 Objectives of Our Executive Compensation Programs
 General Compensation Philosophy and Policy
  
    
    attract and retain qualified and productive executive officers and key employees by
providing total compensation competitive with that of other executives and key employees
employed by companies of similar size, complexity and industry of business;
    
    encourage our executives and key employees to achieve strong financial and operational
performance;
    
    offer performance-based compensation to create meaningful links between corporate
performance, individual performance and financial rewards;
    
    align the interests of our executives with those of our stockholders by providing a
significant portion of total pay in the form of stock-based incentives;
    
    encourage long-term commitment to our company; and
    
    limit corporate perquisites to seek to avoid perceptions both within and outside of our
company of soft compensation.
  Long-Term and At-Risk Focus.
 Equity Orientation.
 Competitive.
 Focus on Total Compensation.
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Internal Pay Equity.
  Benchmarking
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Global Industries Ltd.
    
    OYO Geospace Corp.Horizon Offshore Inc.
    
    TETRA Technologies Inc.Cal Dive International Inc.
    
    Veritas DGC Inc.Intergraph Corp.
    
    Grant Prideco Inc.Oceaneering International Inc.
    
    Oil States International Inc.
  Baker Hughes Incorporated
    
    Hydril Company LPBristow Group Inc.
    
    ION Geophysical CorporationComplete Production Services, Inc.
    
    National Oilwell Varco, Inc.Cameron International Corporation
    
    Newpark Resources, Inc.Core Laboratories
    
    Oil States International Inc.ENSCO, Inc.
    
    Pride International, Inc.FMC Technologies, Inc.
    
    Rowan Companies, Inc.GlobalSantaFe (now Transocean Inc.)
    
    Smith International, Inc.Gulfmark Offshore, Inc.
    
    TIW CorporationHalliburton Company
    
    VetcoGrayHanover Compressor (now Exterran)
    
    Warren Equipment Company
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Elements of Compensation
  
    
    base salary;
    
    performance-based annual incentive compensation; and
    
    long-term equity-based incentive compensation, such as stock options, restricted stock,
restricted stock units and stock appreciation rights.
  Base Salary
 General.
  2008 and 2009 Actions
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Named Executive Officer
    
    ActionRobert P. Peebler
    
    During 2008, CEO compensation surveys from Radford and Towers
Perrin indicated that the 50th percentile for CEO base salary for
the companies with revenues less than $1 billion included in these
surveys was an average of $620,000. Based on the results of the
reports, and in recognition of our performance to date and Mr.
Peeblers unique experience, expertise, and capabilities, in
September 2008 the Compensation Committee increased Mr. Peeblers
annual base salary from $525,000 to $575,000. Under the base
salary reduction program in effect from April 2009 to October
2009, Mr. Peeblers annual base salary was reduced from $575,000
to $506,000.James R. Hollis
    
    During 2008, COO compensation surveys from Radford and Towers
Perrin indicated that the 50th percentile for COO base salary for
the companies with revenues less than $1 billion included in these
surveys was $332,550. Based on the results of the reports, in
September 2008 the Compensation Committee increased Mr. Hollis
annual base salary as the Executive Vice President and COO of ION
Solutions from $300,000 to $327,000. In December 2008, in
connection with Mr. Hollis promotion to President and COO of our
company, the Compensation Committee reviewed President/COO
compensation data from Towers Perrin, Radford, the OFMS Executive
Survey and Mercer indicating that the 50th percentile for
President/COO base salary for the companies included in these
surveys was $385,642, and increased Mr. Hollis annual base salary
from $327,000 to $385,000. Under the base salary reduction program
in effect from April 2009 to October 2009, Mr. Hollis annual base
salary was reduced from $385,000 to $338,800.R. Brian Hanson
    
    During 2008, CFO compensation surveys from Radford indicated that
the 50th percentile for CFO base salary for the companies with
revenues less than $1 billion included in these surveys was
$335,076. Based on the results of the reports, in September 2008
the Compensation Committee increased Mr. Hansons annual base
salary from $300,000 to $327,000. Under the base salary reduction
program in effect from April 2009 to October 2009, Mr. Hansons
annual base salary was reduced from $327,000 to $287,760.Christopher M. Friedemann
    
    During 2008, compensation surveys from Radford and Towers Perrin
indicated that the 50th percentile for senior marketing executive
base salary for the companies with revenues less than $1 billion
included in these surveys was $230,500. Based on the results of
the reports and in recognition of Mr. Friedemanns performance,
expertise, and capabilities, in September 2008 the Compensation
Committee increased Mr. Friedemanns annual base salary from
$245,000 to $262,150. Under the base salary reduction program in
effect from April 2009 to October 2009, Mr. Friedemanns annual
base salary was reduced from $262,150 to $235,935.David L. Roland
    
    During 2008, compensation surveys from Radford and Towers Perrin
indicated that the 50th percentile for top legal/executive base
salary for the companies with revenues less than $1 billion
included in these surveys averaged $282,668. Based on the results
of the reports and in recognition of Mr. Rolands performance,
expertise, and capabilities, in September 2008 the Compensation
Committee increased Mr. Rolands annual base salary from $250,000
to $270,000. Under the base salary reduction program in effect
from April 2009 to October 2009, Mr. Rolands annual base salary
was reduced from $270,000 to $243,000.
 Annual Incentive Compensation
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2009 Incentive Plan
  
    
    provide an incentive for our participating employees to achieve their highest level of
individual and team performance in order to accomplish our companys 2009 strategic and
financial goals, and
    
    reward the employees for those achievements and accomplishments.
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Performance Criteria.
 Threshold
    
    Target
    
    MaximumAdjusted EBITDA
    
    Adjusted EBITDA
    
    Adjusted EBITDA$113.9 million
    
    $142.4 million
    
    $190.8 million
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2009 Variable Payment Plan
   Long-Term Stock-Based Incentive Compensation
    Stock Options.
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Restricted Stock and Restricted Stock Units.
  Stock Appreciation Rights.
  Approval and Granting Process.
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Personal Benefits, Perquisites and Employee Benefits
  Risk Management Considerations
  
    
    The compensation programs consist of both fixed and variable compensation. The fixed (or
salary) portion is designed to provide a steady income regardless of the companys stock
price performance so that executives do not focus exclusively on stock price performance to
the detriment of other important business metrics. The variable (cash bonus and equity)
portions of compensation are designed to reward both short- and long-term corporate
performance. The Committee believes that the variable elements of compensation are a
sufficient percentage of overall compensation to motivate executives to produce superior
short- and long-term corporate results, while the fixed element is also sufficiently high
that the executives are not encouraged to take unnecessary or excessive risks in doing so.
    
    The financial metrics used to determine the amount of an executives bonus are measures
the Committee believes drive long-term shareholder value and, in todays difficult market
environment, ensure the continued viability of the company. Moreover, the Committee attempts
to set ranges for these measures that encourage success without encouraging excessive risk
taking to achieve short-term results. In addition, the overall maximum bonus for each
participating named executive officer other than our Chief Executive Officer is not expected
to exceed 100% of the executives base salary under the bonus plan and the overall bonus for
our Chief Executive Officer, under his employment agreement, will not exceed 150% of his
base salary under the bonus plan, in each case no matter how much the companys financial
performance exceeds the ranges established at the beginning of the year.
    
    We have strict internal controls over the measurement and calculation of the financial
metrics that determine the amount of an executives bonus, designed to keep it from being
susceptible to manipulation by an employee, including our executives.
    
    Stock options generally become exercisable over a four-year period and remain exercisable
for up to ten years from the date of grant, encouraging executives to look to long-term
appreciation in equity values.
    
    Restricted stock generally becomes exercisable over a three-year period, again
encouraging executives to look to long-term appreciation in equity values.
    
    Senior executives, including our named executive officers, are required to acquire over
time and hold shares of our companys stock having a value of between one and four times the
executives annual base salary, depending on the level of the executive. The Committee
believes that the stock ownership guidelines provide a considerable incentive for management
to consider the companys long-term interests, since a portion of their personal investment
portfolio consists of company stock.
    
    We do not permit any of our executive officers or directors to enter into any derivative
or hedging transactions on our stock, including short sales, market options, equity swaps
and similar instruments, thereby preventing executives from insulating themselves from the
effects of poor company stock price performance.
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Indemnification of Directors and Executive Officers
    Stock Ownership Requirements; Hedging Policy
  
   Impact of Regulatory Requirements on Compensation
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COMPENSATION COMMITTEE REPORT
  
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SUMMARY COMPENSATION TABLE
  Non-EquityStock
    
    Option
    
    Incentive Plan
    
    All OtherName and
    
    
    
    
    
    
    
    
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    CompensationPrincipal Position
    
    Year
    
    Salary ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Total ($)Robert P. Peebler
    
    
    2009
    
    
    
    559,961
    
    
    
    
    
    
    
    582,974
    
    
    
    
    
    
    
    75,000
    
    
    
    3,317
    
    
    
    1,221,252Chief Executive
    
    
    2008
    
    
    
    536,539
    
    
    
    
    
    
    
    417,931
    
    
    
    349,200
    
    
    
    110,000
    
    
    
    3,207
    
    
    
    1,416,877Officer and Director
    
    
    2007
    
    
    
    505,769
    
    
    
    
    
    
    
    946,197
    
    
    
    
    
    
    
    500,000
    
    
    
    3,423
    
    
    
    1,955,389James R. Hollis
    
    
    2009
    
    
    
    374,931
    
    
    
    
    
    
    
    163,200
    
    
    
    
    
    
    
    
    
    
    
    3,554
    
    
    
    541,685President and Chief
    
    
    2008
    
    
    
    308,462
    
    
    
    
    
    
    
    60,000
    
    
    
    194,000
    
    
    
    80,000
    
    
    
    6,654
    
    
    
    649,116Operating Officer
    
    
    2007
    
    
    
    279,038
    
    
    
    
    
    
    
    231,450
    
    
    
    382,500
    
    
    
    135,000
    
    
    
    6,643
    
    
    
    1,034,631R. Brian Hanson
    
    
    2009
    
    
    
    318,447
    
    
    
    
    
    
    
    408,000
    
    
    
    
    
    
    
    40,000
    
    
    
    2,601
    
    
    
    769,048Executive Vice
    
    
    2008
    
    
    
    306,231
    
    
    
    
    
    
    
    45,000
    
    
    
    135,800
    
    
    
    80,000
    
    
    
    7,750
    
    
    
    574,781President and Chief
    
    
    2007
    
    
    
    288,462
    
    
    
    
    
    
    
    231,450
    
    
    
    459,000
    
    
    
    210,000
    
    
    
    7,750
    
    
    
    1,196,662Financial OfficerChristopher M. Friedemann
    
    
    2009
    
    
    
    258,118
    
    
    
    
    
    
    
    54,400
    
    
    
    52,485
    
    
    
    25,000
    
    
    
    2,404
    
    
    
    392,407Senior Vice President,
    
    
    2008
    
    
    
    248,958
    
    
    
    
    
    
    
    30,000
    
    
    
    77,600
    
    
    
    50,000
    
    
    
    4,145
    
    
    
    410,703Corporate MarketingDavid L. Roland
    
    
    2009
    
    
    
    265,847
    
    
    
    
    
    
    
    163,200
    
    
    
    87,475
    
    
    
    30,000
    
    
    
    2,492
    
    
    
    549,014Senior Vice President, General Counsel and Corporate Secretary
 Discussion of Summary Compensation Table
 Stock Awards Column . 2009
Grants of Plan-Based Awards
 
    
    Pursuant to his employment agreement, Mr. Peebler received:
 -
    
    an award of 32,560 shares of restricted stock on March 1, 2007, which is equal to
$435,000 (the amount of cash incentive plan compensation that Mr. Peebler earned for
fiscal 2006) divided by $13.36, which was the average of the closing sales price per share
on the NYSE of our shares of common stock for the last ten business days of 2006. The
shares of restricted stock vested on March 1, 2009.-
    
    an award of 37,425 shares of restricted stock on March 1, 2007, which is equal to the
amount of Mr. Peeblers annual base salary as of March 1, 2007, divided by $13.36. The
shares of restricted stock vested on March 1, 2010.-
    
    an award of 31,447 shares of restricted stock on March 1, 2008, which is equal to
$500,000 (the amount of cash incentive plan compensation that Mr. Peebler earned for
fiscal 2007) divided by $15.90, which was the average of the closing sales price per share
on the NYSE of our shares of common stock for the last ten business days of 2007. The
shares of restricted stock vested on March 1, 2010. See Employment Agreements  Robert P.
Peeblerbelow.
 
    
    Mr. Hollis received an award of 15,000 shares of restricted stock in December 2007 and
20,000 shares of restricted stock in December 2008. Mr. Hollis employment with ION ended on
January 29, 2010. As a result of the termination of his employment, 48,333 shares of
restricted stock held by Mr. Hollis were forfeited on January 29, 2010.
 49




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##### Table of Contents




    
    Mr. Hanson received an award of 15,000 shares of restricted stock in December 2007 and
15,000 shares of restricted stock in December 2008.
    
    Mr. Friedemann received an award of 10,000 shares of restricted stock in December 2008.
 Option Awards Column . 2009 Grants of Plan-Based Awards
 
    
    In December 2008, Mr. Peebler was granted an award of options to purchase 180,000 shares
of our common stock for an exercise price of $3.00 per share.
    
    In December 2007, Mr. Hollis was granted an award of options to purchase 50,000 shares of
our common stock for an exercise price of $15.43 per share; and in December, 2008, he was
granted options to purchase 100,000 shares at $3.00 per share and 200,000 cash-settled SARs
having an exercise price of $3.00 per SAR. Mr. Hollis employment with ION ended on
January 29. 2010. As a result of the termination of his employment, unvested options to
purchase 121,250 shares of our common stock held by Mr. Hollis and 200,000 unvested stock
appreciation rights held by Mr. Hollis were each forfeited on January 29, 2010.
    
    In December 2007, Mr. Hanson was granted an award of options to purchase 15,000 shares of
our common stock for an exercise price of $15.43 per share; and in December 2008, he was
granted options to purchase 70,000 shares at $3.00 per share and 140,000 cash-settled SARs
having an exercise price of $3.00 per SAR.
    
    In December 2008, Mr. Friedemann was granted an award of options to purchase
40,000 shares of our common stock for an exercise price of $3.00 per share.
    2009 GRANTS OF PLAN-BASED AWARDS
 All OtherAll Other
    
    Option Awards:Stock Awards:
    
    Number of
    
    Exercise or
    
    Grant DateEstimated Future Payouts Under Non-
    
    Number of
    
    Securities
    
    Base Price
    
    Fair Value ofEquity Incentive Plan Awards(1)(2)
    
    Shares of
    
    Underlying
    
    of Option
    
    Stock andGrant
    
    Threshold
    
    Target
    
    Maxi-
    
    Stock or Units
    
    Options
    
    Awards
    
    OptionName
    
    Date
    
    ($)
    
    ($)
    
    mum ($)
    
    (#)(3)
    
    (#)(4)
    
    ($/Sh)
    
    Awards ($)(5)Robert P. Peebler(6)
    
    
    
    
    
    
    
    
    
    
    431,250
    
    
    
    862,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3/1/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,424
    
    
    
    
    
    
    
    
    
    
    
    38,97412/1/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    544,000James R. Hollis(7)
    
    
    
    
    
    
    48,125
    
    
    
    192,500
    
    
    
    385,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/1/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    163,200R. Brian Hanson
    
    
    
    
    
    
    40,875
    
    
    
    163,500
    
    
    
    327,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/1/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    
    408,000Christopher M. Friedemann
    
    
    
    
    
    
    32,769
    
    
    
    131,075
    
    
    
    262,150
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/1/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    15,000
    
    
    
    5.44
    
    
    
    106,885David L. Roland
    
    
    
    
    
    
    32,769
    
    
    
    131,075
    
    
    
    262,150
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/1/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    25,000
    
    
    
    5.44
    
    
    
    250,675
 50




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##### Table of Contents



(1)
    
    Reflects the estimated threshold, target and maximum award amounts for
grants under our 2009 incentive plan to our named executive officers.
Under the plan, every participating executive other than our Chief
Executive Officer had the opportunity to earn a maximum of 100% of his
or her base salary depending on performance of the company against the
designated performance goal, and performance of the executive against
personal performance criteria. Under separate terms approved by the
Compensation Committee and contained in his employment agreement,
Mr. Peebler, as our Chief Executive Officer, participated in the plan
with potential to earn a target incentive payment of 75% of his base
salary, depending on achievement of the companys target consolidated
performance goal and pre-designated personal critical success factors,
and a maximum of 150% of his base salary upon achievement of the
maximum consolidated performance goal and the personal critical
success factors. Mr. Peeblers employment agreement does not specify
that he will earn a bonus upon achievement of a threshold consolidated
performance goal. Because award determinations under the plan were
based in part on outcomes of personal evaluations of employee
performance by our Chief Executive Officer and the Compensation
Committee, the computation of actual awards generated under the plan
upon achievement of threshold and target company performance criteria
differed from the above estimates. See  Compensation Discussion and
Analysis  Elements of Compensation  Annual Incentive Compensation
above. For actual payout amounts to our named executive officers under
our 2009 incentive plan, see  Summary Compensation Tableabove.(2)
    
    Our company does not offer or sponsor any equity incentive plans (as
that term is defined in Item 402(a) of Regulation S-K) for employees.(3)
    
    All stock awards reflect the number of shares of restricted stock
granted under our 2004 Long-Term Incentive Plan. While unvested, a
holder of restricted stock is entitled to the same voting rights as
all other holders of common stock. In each case, unless stated
otherwise below, the awards of shares of restricted stock vest in
one-third increments each year, over a three-year period.(4)
    
    All amounts reflect awards of stock options granted under our 2004
Long-Term Incentive Plan. In each case, unless stated otherwise below,
the options vest 25% each year over a four-year period. All of the
exercise prices for the options reflected in the above chart equal or
exceed the fair market value per share of ION common stock on the date
of grant (on November 30, 2009, the last completed trading day prior
to the December 1, 2009 grant date, the closing price per share on the
NYSE was $5.44).(5)
    
    The values contained in the table are based on the grant date fair
value of the award computed in accordance with FAS 123R for financial
statement reporting purposes, but exclude any impact of assumed
forfeiture rates.(6)
    
    Pursuant to his employment agreement, on March 1, 2009, Mr. Peebler
received an award of 36,424 shares of restricted stock, which is equal
to $110,000 (the amount of cash incentive plan compensation that
Mr. Peebler earned for fiscal 2008) divided by $3.02, which was the
average of the closing sales price per share on the NYSE of our shares
of common stock for the last ten business days of 2008. The shares of
restricted stock will vest on March 1, 2011. See   Employment
Agreements  Robert P. Peeblerbelow.(7)
    
    Mr. Hollis employment with ION ended on January 29, 2010. As a result
of the termination of his employment, unvested options to purchase
121,250 shares of our common stock held by Mr. Hollis, 200,000
unvested stock appreciation rights held by Mr. Hollis, and
48,333 shares of restricted stock held by Mr. Hollis were each
forfeited on January 29, 2010. Employment Agreements
  51




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##### Table of Contents



Robert P. Peebler
        Potential Payments Upon Termination or Change of Control
 Robert P. Peebler
 52




---



##### Table of Contents



R. Brian Hanson
      Potential Payments Upon Termination or Change of Control  R. Brian
Hanson
 David L. Roland
   Potential Payments
Upon Termination or Change of Control  David L. Roland
 53




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
  Option Awards(1)
    
    Stock Awards(2)EquityIncentivePlan
    
    EquityEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Incentive PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unearned
    
    Market orAwards:
    
    
    
    
    
    
    
    
    
    Number
    
    Market
    
    Shares,
    
    Payout ValueNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    of Shares
    
    Value of
    
    Units or
    
    of UnearnedSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    or Units
    
    Shares or
    
    Other
    
    Shares, UnitsUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    of Stock
    
    Units of
    
    Rights
    
    or OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    That
    
    Stock That
    
    That Have
    
    Rights ThatOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    Have Not
    
    Have Not
    
    Not
    
    Have Not(#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)(3)
    
    (#)
    
    ($)Robert P. Peebler
    
    
    1,325,000
    
    
    
    
    
    
    
    
    
    
    
    6.00
    
    
    
    3/31/2013
    
    
    
    205,296
    
    
    
    1,215,352
    
    
    
    
    
    
    
    45,000
    
    
    
    135,000
    
    
    
    
    
    
    
    3.00
    
    
    
    12/01/2018James R. Hollis(4)
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    4.90
    
    
    
    8/04/2013
    
    
    
    48,333
    
    
    
    286,131
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    3.80
    
    
    
    11/24/201340,000
    
    
    
    
    
    
    
    
    
    
    
    9.84
    
    
    
    9/01/201415,000
    
    
    
    
    
    
    
    
    
    
    
    7.31
    
    
    
    8/02/201511,250
    
    
    
    3,750
    
    
    
    
    
    
    
    10.17
    
    
    
    5/09/201633,750
    
    
    
    11,250
    
    
    
    
    
    
    
    9.97
    
    
    
    9/01/201618,750
    
    
    
    6,250
    
    
    
    
    
    
    
    10.89
    
    
    
    12/01/201625,000
    
    
    
    25,000
    
    
    
    
    
    
    
    15.43
    
    
    
    12/01/201725,000
    
    
    
    75,000
    
    
    
    
    
    
    
    3.00
    
    
    
    12/01/2018
    
    
    
    200,000
    (5)
    
    
    
    
    
    
    3.00
    
    
    
    12/01/2018R. Brian Hanson
    
    
    56,250
    
    
    
    18,750
    
    
    
    
    
    
    
    8.73
    
    
    
    5/22/2016
    
    
    
    90,000
    
    
    
    532,800
    
    
    
    
    
    
    
    15,000
    
    
    
    5,000
    
    
    
    
    
    
    
    9.97
    
    
    
    9/01/201630,000
    
    
    
    30,000
    
    
    
    
    
    
    
    15.43
    
    
    
    12/01/2017
    
    
    
    140,000
    (5)
    
    
    
    
    
    
    3.00
    
    
    
    12/01/2018Christopher M. Friedemann
    
    
    85,000
    
    
    
    
    
    
    
    
    
    
    
    4.90
    
    
    
    08/03/2013
    
    
    
    19,999
    
    
    
    118,394
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    9.84
    
    
    
    09/01/201440,000
    
    
    
    
    
    
    
    
    
    
    
    7.31
    
    
    
    08/03/201530,000
    
    
    
    10,000
    
    
    
    
    
    
    
    9.97
    
    
    
    09/01/201620,000
    
    
    
    20,000
    
    
    
    
    
    
    
    15.43
    
    
    
    12/01/201730,000
    
    
    
    10,000
    
    
    
    
    
    
    
    3.00
    
    
    
    12/01/2018
    
    
    
    15,000
    
    
    
    
    
    
    
    5.44
    
    
    
    12/01/2019David L. Roland
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    9.84
    
    
    
    09/01/2014
    
    
    
    39,999
    
    
    
    236,794
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    7.31
    
    
    
    08/03/201522,500
    
    
    
    7,500
    
    
    
    
    
    
    
    9.97
    
    
    
    09/01/201615,000
    
    
    
    15,000
    
    
    
    
    
    
    
    15.43
    
    
    
    12/01/20177,500
    
    
    
    22,500
    
    
    
    
    
    
    
    3.00
    
    
    
    12/01/2018
    
    
    
    25,000
    
    
    
    
    
    
    
    5.44
    
    
    
    12/01/2019
 
 (1)
    
    All stock option information in this table relates to nonqualified
stock options granted under our various stock plans and employment
inducement programs. All of the options in this table, except for the
options to purchase 1,325,000 shares held by Mr. Peebler, vest 25%
each year over a four-year period. On March 31, 2003, under the terms
of his employment agreement, Mr. Peebler received a one-time grant of
options to purchase 1,325,000 shares of our common stock at $6.00 per
share, which options vested in equal amounts monthly over a 3-year
period commencing March 31, 2004. On March 31, 2003, the closing sale
price per share of our common stock on the NYSE was $3.60. See 
Employment Agreements  Robert P. Peeblerabove.(2)
    
    The amounts shown represent shares of restricted stock granted under
our 2000 Restricted Stock Plan or 2004 Long-Term Incentive Plan. While
unvested, the holder is entitled to the same voting rights as all
other holders of common stock. Except for certain shares of restricted
stock held by Mr. Peebler, in each case the grants of shares of
restricted stock vest in one-third increments each year, over a
three-year period. On March 1, 2007, Mr. Peebler received (a) an award
of 37,425 shares of restricted stock, all of which shares vested on
March 1, 2010. On March 1, 2008, Mr. Peebler received an award of
31,447 shares of restricted stock, all of which shares vested on March
1, 2010. On March 1, 2009, Mr. Peebler received an award of 36,424
shares of restricted stock, all of which shares will vest on March 1,
2011. See Employment Agreements  Robert P. Peeblerabove.(3)
    
    Pursuant to SEC rules, the market value of each executives shares of
unvested restricted stock was calculated by multiplying the number of
shares by $5.92 (the closing price per share of our common stock on
the NYSE on December 31, 2009). 54




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##### Table of Contents



(4)
    
    Mr. Hollis employment with ION ended on January 29, 2010. As a result
of the termination of his employment, on January 29, 2010 Mr. Hollis
forfeited all of his SARs, 48,333 shares of restricted stock and
unvested options to purchase 121,250 shares of common stock.(5)
    
    The amounts shown reflect awards of cash-settled SARs granted on
December 1, 2008 under our Stock Appreciation Rights Plan. The SARs
awarded to Mr. Hollis were forfeited on January 29, 2010. Mr. Hansons
SARs will vest on December 1, 2011. See  Summary Compensation Table
 Discussion of Summary Compensation Tableabove. 2009 OPTION EXERCISES AND STOCK VESTED
  Option Awards
    
    Stock AwardsNumber of Shares
    
    Value Realized on
    
    Number of Shares
    
    Value Realized onName
    
    Acquired on Exercise (#)
    
    Exercise ($)
    
    Acquired on Vesting (#)
    
    Vesting ($)(1)Robert P. Peebler(2)
    
    
    
    
    
    
    
    
    
    
    32,560
    
    
    
    34,839R. Brian Hanson(3)
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    127,600James R. Hollis(4)
    
    
    
    
    
    
    
    
    
    
    21,666
    
    
    
    104,248Christopher M. Friedemann(5)
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    46,834David L. Roland(6)
    
    
    
    
    
    
    
    
    
    
    9,333
    
    
    
    45,147
 
 (1)
    
    The values realized upon vesting of stock awards contained in the
table are based on the market value of ION common stock on the date of
vesting.(2)
    
    The value realized by Mr. Peebler on the vesting of his restricted
stock awards was calculated by multiplying 32,560 shares by $1.07 (the
closing price per share of our common stock on the NYSE on February
27, 2009, the last completed trading date before his March 1, 2009
vesting date).(3)
    
    The value realized by Mr. Hanson on the vesting of his restricted
stock awards was calculated by multiplying (a) 25,000 shares by $2.80
(the closing price per share of our common stock on the NYSE on his
May 22, 2009 vesting date) and (b) 10,000 shares by $5.76 (the closing
price per share of our common stock on the NYSE on his December 1,
2009 vesting date).(4)
    
    The value realized by Mr. Hollis on the vesting of his restricted
stock awards was calculated by multiplying (a) 1,666 shares by $3.12
(the closing price per share of our common stock on the NYSE on May 8,
2009, the last completed trading date before his May 9, 2009 vesting
date), (b) 5,000 shares by $2.53 (the closing price per share of our
common stock on the NYSE on his September 1, 2009 vesting date) and
(c) 15,000 shares by 5.76 (the closing price per share of our common
stock on the NYSE on his December 1, 2009 vesting date).(5)
    
    The value realized by Mr. Friedemann on the vesting of his restricted
stock awards was calculated by multiplying 3,333 shares by $2.53 (the
closing price per share of our common stock on the NYSE on his
September 1, 2009 vesting date) and (b) 6,667 shares by $5.76 (the
closing price per share of our common stock on the NYSE on his
December 1, 2009 vesting date).(6)
    
    The value realized by Mr. Roland on the vesting of his restricted
stock awards was calculated by multiplying 2,666 shares by $2.53 (the
closing price per share of our common stock on the NYSE on his
September 1, 2009 vesting date) and (b) 6,667 shares by $5.76 (the
closing price per share of our common stock on the NYSE on his
December 1, 2009 vesting date). Potential Payments Upon Termination or Change of Control
  55




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##### Table of Contents



Robert P. Peebler
 Termination and Change of Control Under Employment Agreement.
 
    
    we terminate his employment other than for cause, death or disability;
    
    Mr. Peebler resigns for good reason; or
    
    Mr. Peebler resigns after remaining with us or with our successor for a period of 18
months following a change of control involving our company.
 Under Mr. Peeblers employment agreement, a change of control occurs upon any of the
following:
 (1)
    
    the acquisition by a person or group of beneficial ownership of 51% or more of the
outstanding shares of our common stock other than any acquisitions directly from ION,
acquisitions by ION or an employee benefit plan maintained by ION, or certain permitted
acquisitions in connection with a business combination (as defined in sub-paragraph (3)
below);(2)
    
    changes in directors on IONs Board such that the individuals that constitute the entire
Board cease to constitute at least a majority of directors of the Board, other than new
directors whose appointment or nomination for election was approved by a vote of at least
two-thirds of the directors then constituting the entire Board (except in the case of
election contests);(3)
    
    a business combination  that is, a merger or consolidation involving ION or a sale
of all or substantially all of IONs assets  unless owners of ION common stock immediately
following such business combination together own more than 60% of the total outstanding
stock or voting power of the entity resulting from the business combination; or(4)
    
    IONs stockholders approve the liquidation or dissolution of ION.
  56




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##### Table of Contents




    
    a lump sum cash amount equal to 0.99 times his annual base salary;
    
    over a two-year period, a cash amount equal to two times his annual base salary; and
    
    all incentive plan bonuses then due to him under the terms of the relevant incentive
compensation plan in effect for any previous year and a prorated portion of the target
incentive plan bonus that he would have been eligible to receive under any incentive
compensation plan in effect with respect to the current year.
  Change of Control Under Equity Incentive Plans
      Death or Disability.
 57




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##### Table of Contents



Termination by Us for Cause or by Mr. Peebler Other Than for Good Reason.
     Value ofCash
    
    
    
    
    
    Tax
    
    Accelerated EquityScenario
    
    Severance ($)(1)
    
    Bonus ($)
    
    Gross-Ups ($)
    
    Awards ($)(2)Without Cause or For Good Reason
    
    
    1,719,250
    
    
    
    431,250
    
    
    
    
    
    
    
    Resign 18 months after change of control
    
    
    1,719,250
    
    
    
    431,250
    
    
    
    
    
    
    
    Change of Control (regardless of termination)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,609,552Death or Disability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,609,552Voluntary Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,609,552
 
 (1)
    
    $569,250 would be payable immediately and $1,150,000 would be payable
over a two-year period. In addition to the listed amounts, if Mr.
Peebler resigns or his employment is terminated for any reason, he
would be entitled to be paid for his unused vacation days. Mr. Peebler
is currently entitled to 20 vacation days per year. The above table
assumes that there is no earned but unpaid base salary as of the time
of termination.(2)
    
    As of December 31, 2009, Mr. Peebler held 205,296 shares of unvested
restricted stock and unvested options to purchase 135,000 shares of
our common stock. The value of accelerated unvested options was
calculated by multiplying 135,000 shares underlying Mr. Peeblers
unvested options by $5.92 (the closing price per share on December 31,
2009) and then deducting the $3.00 exercise price for those shares.
The value of accelerated unvested restricted stock was calculated by
multiplying 205,296 shares by $5.92. R. Brian Hanson
 Termination and Change of Control.
 
    
    we terminate his employment other than for cause, death or disability;
    
    Mr. Hanson resigns for good reason; or
    
    Mr. Hanson resigns after remaining with us or with our successor for a period of 12
months following a change in control involving our company.
   58




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##### Table of Contents




    
    over a two-year period, a cash amount equal to two times his annual base salary;
    
    all incentive plan bonuses then due to him under the terms of the relevant incentive
compensation plan in effect for any previous year and a prorated portion of the target
incentive plan bonus that he would have been eligible to receive under any incentive
compensation plan in effect with respect to the current year; and
    
    continuation of insurance coverage for Mr. Hanson as of the date of his termination for a
period of one year at the same cost to him as prior to the termination.
  Robert P. Peebler  Change of Control Under Equity
Incentive Plans
 Death, Disability or Retirement.
 Termination by Us for Cause or by Mr. Hanson Other Than for Good Reason.
   59




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##### Table of Contents



Value ofCash
    
    Bonus
    
    Insurance
    
    Tax
    
    Accelerated EquityScenario
    
    Severance ($)(1)
    
    ($)(2)
    
    Continuation ($)(3)
    
    Gross-Ups ($)
    
    Awards ($)(4)Without Cause or For Good Reason
    
    
    654,000
    
    
    
    163,500
    
    
    
    14,499
    
    
    
    
    
    
    
    Resign 12 months after change of control
    
    
    654,000
    
    
    
    163,500
    
    
    
    14,499
    
    
    
    
    
    
    
    Change of Control (regardless of
termination) or Death, Disability or
Retirement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,057,200Voluntary Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Payable over a two-year period. In addition to the listed amounts, if
Mr. Hanson resigns or his employment is terminated for any reason, he
would be entitled to be paid for his unused vacation days. Mr. Hanson
is currently entitled to 20 vacation days per year. The above table
assumes that there is no earned but unpaid base salary as of the time
of termination.(2)
    
    Represents an estimate of the target bonus payment Mr. Hanson would be
entitled to receive pursuant to our 2009 incentive plan. The actual
bonus payment he would be entitled to receive upon his termination may
be different from the estimated amount, depending on the achievement
of payment criteria under the bonus plan.(3)
    
    The value of insurance continuation contained in the above table is
the total cost of COBRA continuation coverage for Mr. Hanson,
maintaining his same levels of medical, dental and other insurance in
effect as of December 31, 2009, less the amount of premiums to be paid
by Mr. Hanson for such coverage.(4)
    
    As of December 31, 2009, Mr. Hanson held 75,000 unvested shares of
restricted stock, unvested stock options to purchase 106,250 shares of
common stock and 140,000 SARs. The value of accelerated unvested
options was calculated by multiplying 75,000 shares underlying Mr.
Hansons unvested options by $5.92 (the closing price per share on
December 31, 2009) and then deducting the aggregate exercise price for
those shares (equal to $3.00 per share for 70,000 options). Options
having an exercise price greater than $5.92 were calculated with a
zero value. The value of accelerated unvested restricted stock was
calculated by multiplying 75,000 shares by $5.92. The value of
accelerated unvested SARs was calculated by multiplying 140,000 shares
by $5.92 and then deducting the settlement price of $3.00. James R. Hollis
   Termination and Change of Control.
 
    
    we terminated his employment other than for cause, death or disability;
    
    Mr. Hollis resigned for good reason; or
    
    Mr. Hollis resigned after remaining with us or with our successor for a period of 12
months following a change in control involving our company.
  60




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##### Table of Contents



(1)
    
    the acquisition by a person or group of beneficial ownership of 40% or more of the
outstanding shares of common stock other than any acquisitions directly from ION,
acquisitions by ION or an employee benefit plan maintained by ION, or certain permitted
acquisitions in connection with a Merger (as defined in sub-paragraph (3) below);(2)
    
    changes in directors on IONs board of directors such that the individuals that
constitute the entire board of directors cease to constitute at least a majority of
directors of the board, other than new directors whose appointment or nomination for
election was approved by a vote of at a majority of the directors then constituting the
entire board (except in the case of election contests);(3)
    
    approval by IONs stockholders of a Merger  that is, a reorganization, merger,
consolidation or similar business combination involving ION  unless (i) owners of ION
common stock immediately following such business combination together own more than 50% of
the total outstanding stock or voting power of the entity resulting from the business
combination in substantially the same proportion as their ownership of ION voting
securities were immediately prior to the Merger and (ii) at least a majority of the members
of the board of directors of the corporation resulting from such Merger (or its parent
corporation) were members of IONs board at the time of the execution of the initial
agreement providing for the Merger; or(4)
    
    the sale or other disposition of all or substantially all of the assets of ION.
  
    
    over a two-year period, a cash amount equal to two times his annual base salary;
    
    all incentive plan bonuses then due to him under the terms of the relevant incentive
compensation plan in effect for any previous year and a prorated portion of the target
incentive plan bonus that he would have been eligible to receive under any incentive
compensation plan in effect with respect to the current year; and
    
    continuation of insurance coverage for Mr. Hollis as of the date of his termination for a
period of one year at the same cost to him as prior to the termination.
 Robert P. Peebler  Change of Control
Under Equity Incentive Plans
 Death, Disability or Retirement.
 Termination by Us for Cause or by Mr. Hollis Other Than for Good Reason.
    61




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Value ofInsurance
    
    Tax
    
    AcceleratedCash
    
    Bonus
    
    Continuation
    
    Gross-
    
    EquityScenario
    
    Severance ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    Ups ($)
    
    Awards ($)(4)Without Cause or For Good Reason
    
    
    770,000
    
    
    
    192,500
    
    
    
    12,142
    
    
    
    
    
    
    
    Resign 12 months after change of control
    
    
    770,000
    
    
    
    192,500
    
    
    
    12,142
    
    
    
    
    
    
    
    Change of Control (regardless of
termination) or Death, Disability or
Retirement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,089,131Voluntary Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Payable over a two-year period. In addition to the amounts listed in
the table, if Mr. Hollis resigned or his employment had been
terminated for any reason, he would be entitled to be paid for his
unused vacation days. As of December 31, 2009, Mr. Hollis was entitled
to 20 vacation days per year. The above table assumes that there is no
earned but unpaid base salary as of the time of termination.(2)
    
    Represents an estimate of the target bonus payment Mr. Hollis would
have been entitled to receive pursuant to our 2009 incentive plan. The
actual bonus payment he would have been entitled to receive upon his
termination may be different from the estimated amount, depending on
the achievement of the payment criteria under the bonus plan.(3)
    
    The value of insurance continuation contained in the above table is
the total cost of COBRA continuation coverage for Mr. Hollis,
maintaining his same levels of medical, dental and other insurance in
effect as of December 31, 2009, less the amount of premiums to be paid
by Mr. Hollis for such coverage.(4)
    
    As of December 31, 2009, Mr. Hollis held 48,333 unvested shares of
restricted stock, unvested stock options to purchase 121,250 shares of
common stock and 200,000 SARs. The value of accelerated unvested
options was calculated by multiplying 75,000 shares underlying certain
of Mr. Hollis unvested options by $5.92 (the closing price per share
on December 31, 2009) and then deducting the aggregate exercise price
for those shares (equal to $3.00 per share for 75,000 options).
Options having an exercise price greater than $5.92 were calculated
with a zero value. The value of accelerated unvested restricted stock
was calculated by multiplying 48,333 shares by $5.92. The value of
accelerated unvested SARs was calculated by multiplying 200,000 shares
by $5.92 and then deducting the settlement price of $3.00. Christopher M. Friedemann
 Robert P. Peebler  Change of
Control Under Equity Incentive Plans
   Cash
    
    Value of AcceleratedScenario
    
    Severance ($)(1)
    
    Equity Awards ($)(2)Without Cause
    
    
    
    
    
    
    Change of Control (regardless of termination) or Death, Disability or Retirement
    
    
    
    
    
    
    235,194Voluntary Termination
    
    
    
    
    
    
    
 
 (1)
    
    In addition to the listed amounts, if Mr. Friedemann resigns or his
employment is terminated for any reason, he would be entitled to be
paid for his unused vacation days. Mr. Friedemann is currently
entitled to 20 vacation days per year. The above table assumes that
there is no earned but unpaid base salary as of the time of
termination. 62




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##### Table of Contents



(2)
    
    As of December 31, 2009, Mr. Friedemann held 19,999 unvested shares of
restricted stock and unvested options to purchase 75,000 shares of our
common stock. The value of accelerated unvested options was calculated
by multiplying 75,000 shares underlying Mr. Friedemanns unvested
options by $5.92 (the closing price per share on December 31, 2009)
and then deducting the aggregate exercise prices for those shares
(equal to $3.00 per share for 40,000 options). Options having an
exercise price greater than $5.92 were calculated with a zero value.
The value of his accelerated unvested restricted stock was calculated
by multiplying 19,999 shares by $5.92. David L. Roland
 Termination and Change of Control.
 
    
    we terminate his employment other than for cause, death or disability; or
    
    Mr. Roland resigns for good reason.
  
    
    over a one-year period, a cash amount equal to his annual base salary;
    
    all incentive plan bonuses then due to him under the terms of the relevant incentive
compensation plan in effect for any previous year and a prorated portion of the target
incentive plan bonus that he would have been eligible to receive under any incentive
compensation plan in effect with respect to the current year; and
    
    continuation of insurance coverage for Mr. Roland as of the date of his termination for a
period of one year at the same cost to him as prior to the termination.
 Robert P. Peebler  Change of Control Under Equity
Incentive Plans
 Death, Disability or Retirement.
 Termination by Us for Cause or by Mr. Roland Other Than for Good Reason.
   TaxCash
    
    Bonus
    
    Insurance
    
    Gross-
    
    Value of AcceleratedScenario
    
    Severance ($)(1)
    
    ($)(2)
    
    Continuation ($)(3)
    
    Ups ($)
    
    Equity Awards ($)(4)Without Cause or For Good Reason
    
    
    270,000
    
    
    
    135,000
    
    
    
    14,436
    
    
    
    
    
    
    
    Change of Control (regardless of
termination) or Death, Disability or
Retirement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    302,494Voluntary Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 63




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##### Table of Contents



(1)
    
    Payable over a one-year period. In addition to the listed amounts, if
Mr. Roland resigns or his employment is terminated for any reason, he
would be entitled to be paid for his unused vacation days. Mr. Roland
is currently entitled to 20 vacation days per year. The above table
assumes that there is no earned but unpaid base salary as of the time
of termination.(2)
    
    Represents an estimate of the target bonus payment Mr. Roland would be
entitled to receive pursuant to our 2009 incentive plan. The actual
bonus payment he would be entitled to receive upon his termination may
be different from the estimated amount, depending on the achievement
of payment criteria under the bonus plan.(3)
    
    The value of insurance continuation contained in the above table is
the total cost of COBRA continuation coverage for Mr. Roland,
maintaining his same levels of medical, dental and other insurance in
effect as of December 31, 2009, less the amount of premiums to be paid
by Mr. Roland for such coverage.(4)
    
    As of December 31, 2009, Mr. Roland held 39,999 unvested shares of
restricted stock and unvested stock options to purchase 70,000 shares
of common stock. The value of accelerated unvested options was
calculated by multiplying 70,000 shares underlying Mr. Rolands
unvested options by $5.92 (the closing price per share on December 31,
2009) and then deducting the aggregate exercise prices for those
shares (equal to $3.00 per share for 22,500 options). Options having
an exercise price greater than $5.92 were calculated with a zero
value. The value of accelerated unvested restricted stock was
calculated by multiplying 39,999 shares by $5.92. 2008 Pension Benefits And Nonqualified Deferred Compensation
  DIRECTOR COMPENSATION
 General
     64




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##### Table of Contents



Change inPensionValue andNon-Equity
    
    NonqualifiedFees Earned
    
    Stock
    
    Incentive
    
    Deferredor Paid in
    
    Awards
    
    Plan
    
    Compensation
    
    All OtherName(1)
    
    Cash ($)
    
    ($)(2)
    
    Compensation ($)
    
    Earnings ($)
    
    Compensation ($)
    
    Total ($)James M. Lapeyre, Jr.
    
    
    71,400
    
    
    
    65,280
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136,680Bruce S. Appelbaum, PhD
    
    
    65,200
    
    
    
    65,280
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130,480Theodore H. Elliott, Jr.
    
    
    64,200
    
    
    
    65,280
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,480G. Thomas Marsh
    
    
    56,600
    
    
    
    86,680
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143,280Franklin Myers
    
    
    83,700
    
    
    
    65,280
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    148,980S. James Nelson, Jr.
    
    
    84,700
    
    
    
    65,280
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    149,980John N. Seitz
    
    
    65,200
    
    
    
    65,280
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130,480Nicholas G. Vlahakis
    
    
    56,700
    
    
    
    86,680
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143,380Guo Yueliang(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Robert P. Peebler, our Chief Executive Officer, is not included in
this table because he is an employee of ION and therefore received no
compensation for his services as a director. The compensation received
by Mr. Peebler as an employee of ION is shown in the Summary
Compensation Table above.(2)
    
    All of the amounts shown represent the value of common stock granted
under our 2004 Long-Term Incentive Plan. On March 1, 2009, Messrs.
Marsh and Vlahakis were each granted an award of 20,000 shares of ION
common stock pursuant to the Director Compensation terms discussed
above. On December 1, 2009, each of our non-employee directors was
granted an award of 12,000 shares of ION common stock. The values
contained in the table are based on the grant-date fair value of
awards of stock during the fiscal year.(3)
    
    Mr. Guo was appointed to the Board effective on April 1, 2010. As of December 31, 2009, our non-employee directors held the following unvested and unexercised
ION equity awards:
 Unvested Stock
    
    Unexercised OptionName
    
    Awards(#)
    
    Awards(#)James M. Lapeyre, Jr.
    
    
    
    
    
    
    90,000Bruce S. Appelbaum, PhD
    
    
    
    
    
    
    80,000Theodore H. Elliott, Jr.
    
    
    
    
    
    
    70,000G. Thomas Marsh
    
    
    
    
    
    
    Franklin Myers
    
    
    
    
    
    
    55,000S. James Nelson, Jr.
    
    
    
    
    
    
    70,000John N. Seitz
    
    
    
    
    
    
    80,000Nicholas G. Vlahakis
    
    
    
    
    
    
    Guo Yueliang
    
    
    
    
    
    
    
 
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 List of Documents Filed
 Financial Statements
  65




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##### Table of Contents



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 Designation of Series D-3 Cumulative Convertible Preferred Stock dated
February 20, 2008, filed on February 22, 2008 as Exhibit 3.1 to the Companys Current
Report on Form 8-K and incorporated herein by reference.4.6
    
    
    
    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.4.7
    
    
    
    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.4.8
    
    
    
    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.4.9
    
    
    
    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.4.10
    
    
    
    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.4.11
    
    
    
    Warrant to Purchase Shares of the Common Stock of ION Geophysical Corporation dated
October 27, 2009, issued by ION Geophysical Corporation to BGP Inc., China National
Petroleum Corporation, filed on October 29, 2009 as Exhibit 4.1 to the Companys Current
Report on Form 8-K/A and incorporated herein by reference.4.12
    
    
    
    Convertible Promissory Note, dated October 23, 2009, issued by ION Geophysical Corporation
to the Bank of China, New York Branch, filed on October 29, 2009 as Exhibit 4.2 to the
Companys Current Report on Form 8-K/A and incorporated herein by reference.4.13
    
    
    
    Convertible Promissory Note, dated October 23, 2009, issued by ION International S.à r.l.
to the Bank of China, New York Branch, filed on October 29, 2009 as Exhibit 4.3 to the
Companys Current Report on Form 8-K/A and incorporated herein by reference.
 66




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##### Table of Contents



**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
    
    
    
    Fourth Amended and Restated  2004 Long-Term Incentive Plan, filed as Appendix A to the
definitive proxy statement for the 2008 Annual Meeting of Stockholders of ION Geophysical
Corporation, filed on April 21, 2008, 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.
 67




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##### Table of Contents



**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 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
 68




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##### Table of Contents



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.**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
    
    
    
    Consulting Services Agreement dated as of October 19, 2006, by and between GX Technology
Corporation and Michael K. Lambert, filed on October 24, 2006 as Exhibit 10.2 to the
Companys Current Report on Form 8-K, and incorporated herein by reference.**10.39
    
    
    
    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.**10.40
    
    
    
    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.**10.41
    
    
    
    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.10.42
    
    
    
    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.10.43
    
    
    
    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.10.44
    
    
    
    Amended and Restated Share Purchase Agreement, dated as of September 17, 2008, by and
among ION Geophysical Corporation, Aram Systems Ltd., Canadian Seismic Rentals Inc. and
the Sellers party thereto, filed on September 23, 2008 as Exhibit 2.1 to the Companys
Current Report on Form 8-K and incorporated herein by reference.10.45
    
    
    
    Assignment Agreement dated as of December 30, 2008 by and among 3226509 Nova Scotia
Company, ARAM Systems Ltd., Canadian Seismic Rentals Inc., Maison Mazel Ltd. and ION
Geophysical Corporation, filed on January 5, 2009 as Exhibit 10.1 to the Companys Current
Report on Form 8-K and incorporated herein by reference.10.46
    
    
    
    Release Agreement dated as of December 30, 2008 by and among ION Geophysical Corporation,
3226509 Nova Scotia Company, ARAM Systems Ltd., Canadian Seismic Rentals Inc., Maison
Mazel Ltd. and the Sellers party thereto, filed on January 5, 2009 as Exhibit 10.2 to the
Companys Current Report on Form 8-K and incorporated herein by reference.10.47
    
    
    
    Amended and Restated Subordinated Promissory Note dated December 30, 2008, made by 3226509
Nova Scotia Company in favor of Maison Mazel Ltd., filed on January 5, 2009 as Exhibit
10.6 to the Companys Current Report on Form 8-K and incorporated herein by reference.***10.48
    
    
    
    ION Stock Appreciation Rights Plan dated November 17, 2008.10.49
    
    
    
    Form of Purchase Agreement dated as of June 1, 2009, for the offering and sale of
18,500,000 shares of common stock of ION Geophysical Corporation in privately-negotiated
transactions to accredited investors (as defined in Rule 501 under the Securities Act of
1933, as amended), by and between ION Geophysical Corporation and the Purchasers named
therein, filed on August 6, 2009 as Exhibit 10.2 to the Companys Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2009, and incorporated herein by reference.10.50
    
    
    
    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.10.51
    
    
    
    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.
 69




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*10.52
    
    
    
    Term Sheet dated as of October 23, 2009 by and between ION Geophysical Corporation and BGP
Inc., China National Petroleum Corporation.*10.53
    
    
    
    Warrant Issuance Agreement dated as of October 23, 2009 by and between ION Geophysical
Corporation and BGP Inc., China National Petroleum Corporation.*10.54
    
    
    
    Registration Rights Agreement dated as of October 23, 2009 by and between ION Geophysical
Corporation and BGP Inc., China National Petroleum Corporation.*21.1
    
    
    
    Subsidiaries of the Company. 23.1
    
    
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.*24.1
    
    
    
    Power of Attorney (included on the signature page of the Form 10-K filed on March 1, 2010). 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.
 
 *
    
    Filed with IONs Annual Report on Form 10-K for the year ended December 31, 2009, as filed
with the Securities and Exchange Commission on March 1, 2010.**
    
    Management contract or compensatory plan or arrangement.
    
    Filed herewith (b)
    
    Exhibits required by Item 601 of Regulation S-K.Reference is made to subparagraph (a) (3) of this Item 15, which is incorporated herein by
reference.(c)
    
    Not applicable.
 70




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##### Table of Contents



SIGNATURES
  ION GEOPHYSICAL CORPORATIONBy
    /s/ R. Brian HansonR. Brian HansonExecutive Vice President and Chief Financial Officer 71




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EXHIBIT
INDEX
 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 Designation of Series D-3 Cumulative Convertible Preferred Stock dated
February 20, 2008, filed on February 22, 2008 as Exhibit 3.1 to the Companys Current
Report on Form 8-K and incorporated herein by reference.4.6
    
    
    
    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.4.7
    
    
    
    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.4.8
    
    
    
    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.4.9
    
    
    
    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.4.10
    
    
    
    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.4.11
    
    
    
    Warrant to Purchase Shares of the Common Stock of ION Geophysical Corporation dated
October 27, 2009, issued by ION Geophysical Corporation to BGP Inc., China National
Petroleum Corporation, filed on October 29, 2009 as Exhibit 4.1 to the Companys Current
Report on Form 8-K/A and incorporated herein by reference.4.12
    
    
    
    Convertible Promissory Note, dated October 23, 2009, issued by ION Geophysical Corporation
to the Bank of China, New York Branch, filed on October 29, 2009 as Exhibit 4.2 to the
Companys Current Report on Form 8-K/A and incorporated herein by reference.4.13
    
    
    
    Convertible Promissory Note, dated October 23, 2009, issued by ION International S.à r.l.
to the Bank of China, New York Branch, filed on October 29, 2009 as Exhibit 4.3 to the
Companys Current Report on Form 8-K/A and incorporated herein by reference.




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##### Table of Contents



**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
    
    
    
    Fourth Amended and Restated  2004 Long-Term Incentive Plan, filed as Appendix A to the
definitive proxy statement for the 2008 Annual Meeting of Stockholders of ION Geophysical
Corporation, filed on April 21, 2008, 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.




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##### Table of Contents



**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 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




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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.**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
    
    
    
    Consulting Services Agreement dated as of October 19, 2006, by and between GX Technology
Corporation and Michael K. Lambert, filed on October 24, 2006 as Exhibit 10.2 to the
Companys Current Report on Form 8-K, and incorporated herein by reference.**10.39
    
    
    
    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.**10.40
    
    
    
    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.**10.41
    
    
    
    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.10.42
    
    
    
    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.10.43
    
    
    
    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.10.44
    
    
    
    Amended and Restated Share Purchase Agreement, dated as of September 17, 2008, by and
among ION Geophysical Corporation, Aram Systems Ltd., Canadian Seismic Rentals Inc. and
the Sellers party thereto, filed on September 23, 2008 as Exhibit 2.1 to the Companys
Current Report on Form 8-K and incorporated herein by reference.10.45
    
    
    
    Assignment Agreement dated as of December 30, 2008 by and among 3226509 Nova Scotia
Company, ARAM Systems Ltd., Canadian Seismic Rentals Inc., Maison Mazel Ltd. and ION
Geophysical Corporation, filed on January 5, 2009 as Exhibit 10.1 to the Companys Current
Report on Form 8-K and incorporated herein by reference.10.46
    
    
    
    Release Agreement dated as of December 30, 2008 by and among ION Geophysical Corporation,
3226509 Nova Scotia Company, ARAM Systems Ltd., Canadian Seismic Rentals Inc., Maison
Mazel Ltd. and the Sellers party thereto, filed on January 5, 2009 as Exhibit 10.2 to the
Companys Current Report on Form 8-K and incorporated herein by reference.10.47
    
    
    
    Amended and Restated Subordinated Promissory Note dated December 30, 2008, made by 3226509
Nova Scotia Company in favor of Maison Mazel Ltd., filed on January 5, 2009 as Exhibit
10.6 to the Companys Current Report on Form 8-K and incorporated herein by reference.***10.48
    
    
    
    ION Stock Appreciation Rights Plan dated November 17, 2008.10.49
    
    
    
    Form of Purchase Agreement dated as of June 1, 2009, for the offering and sale of
18,500,000 shares of common stock of ION Geophysical Corporation in privately-negotiated
transactions to accredited investors (as defined in Rule 501 under the Securities Act of
1933, as amended), by and between ION Geophysical Corporation and the Purchasers named
therein, filed on August 6, 2009 as Exhibit 10.2 to the Companys Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2009, and incorporated herein by reference.10.50
    
    
    
    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.10.51
    
    
    
    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.




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##### Table of Contents



*10.52
    
    
    
    Term Sheet dated as of October 23, 2009 by and between ION Geophysical Corporation and BGP
Inc., China National Petroleum Corporation.*10.53
    
    
    
    Warrant Issuance Agreement dated as of October 23, 2009 by and between ION Geophysical
Corporation and BGP Inc., China National Petroleum Corporation.*10.54
    
    
    
    Registration Rights Agreement dated as of October 23, 2009 by and between ION Geophysical
Corporation and BGP Inc., China National Petroleum Corporation.*21.1
    
    
    
    Subsidiaries of the Company. 23.1
    
    
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.*24.1
    
    
    
    Power of Attorney (included on the signature page of the Form 10-K filed on March 1, 2010). 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.
 
 *
    
    Filed with IONs Annual Report on Form 10-K for the year ended December 31, 2009, as filed
with the Securities and Exchange Commission on March 1, 2010.**
    
    Management contract or compensatory plan or arrangement.
    
    Filed herewith