exv10w1






Exhibit 10.1




Charles J. Ledet

5200 Toler Street

Harahan, Louisiana 70123




     Re: Separation Agreement




Dear Chuck:




     This letter, upon your signature, will constitute the agreement between you and ION
Geophysical Corporation (hereinafter “Employer”) regarding the terms of your separation from
employment with Employer. This Agreement acknowledges the parties’ desire to end the employment
relationship on amicable terms.


1. Your employment will terminate effective on December 1, 2008.



2. You have received or will receive by separate cover information regarding your rights to health
insurance continuation and your retirement benefits. To the extent that you have such rights,
nothing in this Agreement will impair those rights; more specifically, you waive no rights to bring
an action pursuant to 29 U.S.C. §1132(a)(1)(B) of the Employee Retirement Income Security Act or
the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) related to
providing eligible employees the opportunity for continuation of participation in the employer’s
group health insurance plan under certain circumstances.



3. You have returned or will immediately return to Employer any company property and any trade
secrets or other confidential information belonging to Employer, including Employer computer
equipment, documents and electronic files, employee identification, keys, building access cards,
and other property.



4. In consideration of your acceptance of this Agreement, and after the effective date of this
Agreement, the Employer will provide you with an aggregate amount (the “Severance Payment”), minus
applicable taxes and withholdings, equal to $468,000.00, which Severance Payment will be paid to
you in equal installments over a period of 18 months at times consistent with the regular payroll
payments to employees of Employer, commencing within 15 days of the date this Agreement becomes
effective, as described in Section 10 of this Agreement. This Severance Payment is a payment of
wages in lieu of 18 months notice. If you do not sign this Agreement, you will not receive any of
the additional consideration outlined above because you would not otherwise be entitled to such
consideration. For the avoidance of doubt, your right to receive any remaining installments of the
Severance Payment shall survive your death.



5. Unless required or otherwise permitted by law, you will not disclose to others any information
regarding the following:





A. Any information regarding Employer’s trade secrets or any other confidential information.



 









 






B. The terms of this Agreement, the benefit being paid under it and the fact of its payment
(except that you may disclose this information to your spouse, attorney, accountant or other
professional advisor to whom you must make the disclosure in order for them to render
professional services to you; provided that you instruct such persons to maintain the
confidentiality of the information just as you must).


6. Complete Release, Waiver of Claims and Covenant Not to Sue.





A. Release and Waiver: On behalf of yourself and your heirs, executors, successors and
assigns, you hereby irrevocably and unconditionally agree to release Employer and its
predecessors, subsidiaries, related entities, officers, directors, shareholders, parent
companies, agents, attorneys, employees, successors and assigns (for purposes of this
Section 6, hereinafter collectively referred to as “Employer”), from all claims or demands
you have, may have, or may have had based on or in any way related to your employment with
Employer, the termination of that employment, or based on any previous act or omission by or
on behalf of Employer. You further agree to waive any right you may have with respect to
the claims or demands from which Employer is herewith released. This release and waiver
includes, but is not limited to, any rights or claims you may have under the Age
Discrimination in Employment Act (which prohibits age discrimination in employment), Title
VII of the Civil Rights Acts of 1964, as amended (which prohibits discrimination in
employment based on race, color, national origin, religion or sex, including claims of
sexual harassment), 42 U.S.C. §1981 (which prohibits race discrimination), claims under the
Family and Medical Leave Act, claims under the Fair Labor Standards Act and the federal and
state Equal Pay Acts (which prohibit paying men and women unequal pay for equal work), the
Rehabilitation Act of 1973 and the Americans with Disabilities Act (which prohibit
discrimination on the basis of handicap or disability), the Employee Retirement Income
Security Act, claims for discrimination or retaliation under the Louisiana Employment
Discrimination Law (codified in Louisiana R.S. 23:332 et seq. and Louisiana R.S. 23:967, et
seq.), claims for discrimination or retaliation under the Louisiana Workers’ Compensation
Act, and any other federal, state or local laws or regulations prohibiting employment
discrimination. This release and waiver also includes any claims for wrongful discharge,
whether based on claimed violations of statutes, regulations or public policy, or based on
claims in contract or tort. This release and waiver also includes any claims that you
suffered any harm by or through the actions or omissions of Employer, including, but not
limited to, negligence claims and any other tort or contract claims under state or federal
law.




B. Scope of Release/Non-release of Future Claims based on subsequent acts or omissions: This
release and waiver, to which you voluntarily agree, covers all claims or demands based on
any facts or events, whether known or unknown by you, that occurred on or before the
effective date of this release. You fully understand that if any of the facts or
circumstances on which you premise your execution of this release and waiver be found,
suspected or claimed hereafter to be other than or different from the facts and
circumstances now believed by you to be true, you nonetheless expressly accept and assume
the risk of such possible differences in fact or circumstances and agree that this release
and waiver shall be and remain effective notwithstanding any such difference in



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any such fact or circumstances. Employer acknowledges that you have not released any rights
or claims that you may have under the Age Discrimination in Employment Act that arise after
the date this release and waiver is executed.




C. No Future Lawsuits, Complaints, or Claims: You hereby waive your right to file any charge
or complaint against Employer arising out of your employment with or separation from
employment before any federal, state or local court or any federal, state or local
administrative agency, except where such waivers are prohibited by law. This agreement,
however, does not prevent you from filing a timely charge with the EEOC (or with any other
agency with similar provisions or regulations concerning the regulation of releases between
private parties) concerning claims of discrimination, including a challenge to the validity
of the waiver contained in this agreement; although you hereby waive your right to recover
any damages or other relief in any claim or suit brought by or through the EEOC or any other
federal, state, or local agency on your behalf. You acknowledge that you have no pending
workers’ compensation claims and that this agreement is not related in any way to any claim
for workers’ compensation benefits. You further acknowledge that you have no basis for such
a claim. As part of this agreement, you also promise not to make any disparaging remarks
about Employer.


7. Period for Review and Consideration of Release and Waiver of Claims: You acknowledge receipt of
the original version of this Agreement, including release and waiver of claims and covenant not to
sue. You have been given 45 days to review and consider this Agreement, including the release and
waiver of claims and covenant not to sue, before signing it. You understand that you can sign this
Agreement at any time during the 45-day period. You agree that any changes to this Agreement do
not restart the running of the 45-day consideration period.



8. Denial of Liability: The parties agree that no statement or consideration given in this
Agreement or the execution of this Agreement by any party is intended to or will constitute any
evidence of wrongdoing or liability by any of them, any such admission being expressly denied.



9. Encouragement to Consult with an Attorney: You acknowledge that you are encouraged, at your own
expense, to consult with an attorney before signing this Agreement, including release and waiver of
claims and covenant not to sue.



10. Right to Revoke Release and Waiver of Claims: This Agreement, including release and waiver of
claims and covenant not to sue, will be effective on the eighth day after you sign the agreement.
For a period of seven (7) days following the execution of this Agreement by you, you may revoke
this Agreement, including the release and waiver of claims and covenant not to sue, and this
Agreement will not become effective or enforceable until the revocation period has expired. You
may revoke this Agreement by delivering a written notice of revocation to Employer. If you revoke
this Agreement, including the release and waiver of claims and covenant not to sue, the agreement
shall not be effective or enforceable and you will not receive the payment(s) and/or benefit(s)
described herein to which you are not otherwise entitled under the law, including, without
limitation, the payment(s) and other benefits described in Section 4 of this agreement. Revocation
of this Agreement will have no effect on your termination of


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employment.



11. Entire Agreement/Severability: This Agreement, including release, waiver and covenant not to
sue, contains all of the promises and covenants exchanged by the parties, and would not have been
agreed upon but for the inclusion of every one of its conditions. The terms and conditions hereof
constitute the entire agreement between Employer and you and supersede all previous and
contemporaneous statements, communications, representations or agreements, either written or oral,
by or between Employer and you with respect to the subject matter hereof (except for the terms of
any confidentiality, non-competition, non-solicitation, no-hire and/or proprietary information
agreements entered by you with or for the benefit of Employer in connection with your employment
and the terms of a Consulting Agreement entered into between you and Employer on December 1, 2008).
No contemporaneous or subsequent agreement or understanding modifying, varying or expanding this
Agreement shall be binding upon either party unless in writing and signed by a duly authorized
representative of Employer and you. The release and waiver of claims and covenant not to sue
contained in Paragraph 6 of this Agreement are essential and material parts of this Agreement.



12. Applicable Law and Venue: This Agreement shall be interpreted and construed in accordance with
and shall be governed by the laws of the State of Louisiana, except to the extent that federal law
may apply and have preempted effect. All disputes arising under or relating to this Agreement
shall be brought by the parties in a court of competent jurisdiction in Houston, Harris County,
Texas.



I KNOWINGLY AND VOLUNTARILY CHOOSE TO ACCEPT THE TERMS OF THIS AGREEMENT IN CONNECTION WITH THE
TERMINATION OF MY EMPLOYMENT.




	 	 	 	 	 	 	 
	/s/ Charles J. Ledet

	 	 
	 	December 1, 2008
	 	 
	 
	 	 	 	 	 	 
	Charles J. Ledet

	 	 	 	Date	 	 






ION GEOPHYSICAL CORPORATION




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Signed
	 	 
	 	December 1, 2008
	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date	 	 







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