exv10w2






Exhibit 10.2




SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT




     This Second Amendment to Employment Agreement (this “Amendment”), effective as of December 1,
2008, is made and entered into by and between ION Geophysical Corporation, a Delaware corporation
(hereinafter referred to as “Employer”), and R. Brian Hanson (hereinafter referred to as
“Employee”).



W I T N E S S E T H:




     WHEREAS, Employer and Employee entered into an Employment Agreement effective May 22, 2006,
and amended on August 20, 2007 (the “Agreement”); and



     WHEREAS, the parties desire to further amend the Agreement.



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



     1. Section 2(d) of the Agreement is hereby amended to add the following new Sections 2(d)(i)
and (ii) after Section 2(d):




     (i) In 2010, Employee shall be entitled to receive a grant of the number of
 shares of restricted common stock of Employer determined by dividing (a) the amount
of the annual Incentive Plan Bonus, if any, earned by Employee for fiscal year 2009
by (b) the average of the closing sales price per share on the New York Stock
Exchange of Employer’s shares of common stock for the ten (10) business days ending
on and including the last full trading day on which shares of Employer’s common
stock are traded on the New York Stock Exchange (the “Final 10-Day Average Price”)
in 2009. This restricted stock award will provide for vesting of all of the shares
of restricted stock on the date that is the third anniversary date of the date of
grant of such award. The date of grant of this award will be the first available
grant date (under the then-existing policies of Employer relating to determination
of grant dates for restricted stock awards) after the determination of the amount
of the Incentive Plan Bonus earned by Employee for fiscal year 2009. The remaining
terms and conditions of the restricted stock award will be governed by the
applicable restricted stock agreement and the terms and conditions of Employer’s
2004 Long-Term Incentive Plan or such other stock plan as shall be determined by
Employer (the “Plan”).




     (ii) In each calendar year after 2010 during the Term of this Agreement,
Employee shall be entitled to receive grant(s) of the number of shares of restricted
common stock of Employer determined pursuant to this Section 2(d), in each case
pursuant to the terms and conditions of the Plan. The number of shares with respect
to the restricted stock awards to Employee after 2010 will be determined by dividing
(a) the amount of the annual Incentive Plan Bonus, if any, earned by Employee for
the preceding year by (b) the Final 10-Day Average Price



 









 







for the preceding year. This restricted stock award will provide for vesting
of all of the shares of restricted stock on the date that is the third anniversary
date of the date of grant of such award. The date of grant of this award will be
the first available grant date (under the then-existing policies of Employer
relating to determination of grant dates for restricted stock awards) after the
determination of the amount of the Incentive Plan Bonus earned by Employee for the
preceding year. The remaining terms and conditions of the restricted stock award
will be governed by the applicable restricted stock agreement and the terms and
conditions of the Plan.



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



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



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



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



	 	 	 	 	 
	 	 	EMPLOYER:
	 
	 	 	 	 
	 	 	ION GEOPHYSICAL CORPORATION
	 
	 	 	 	 
	 

	 	By	 	 /s/ Robert P. Peebler
	 

	 	 	 	 
	 

	 	 	 	Robert P. Peebler
	 

	 	 	 	Chief Executive Officer
	 
	 	 	 	 
	 	 	EMPLOYEE:
	 
	 	 	 	 /s/ R. Brian Hanson
	 	 	 
	 	 	R. Brian Hanson







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