8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported): February 16, 2016

ION Geophysical Corporation
(Exact name of registrant as specified in its charter)

Delaware  (State or other jurisdiction of incorporation)	1-12691  (Commission file number)	22-2286646  (I.R.S. Employer Identification No.)
2105 City West 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9, 2016, the Board of Directors of ION Geophysical Corporation (the “Company”) approved a matching share program (the “Program”) applicable to participating executive officers of the Company, including the Company’s named executive officers (collectively, the “Participants”).

Under the Program, the Company will grant one share of restricted stock (the “Matching Shares”) for every share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), purchased by a Participant from February 16, 2016 through March 14, 2016 (the “Purchased Shares”). All grants of Matching Shares will be made pursuant to the Company’s Amended and Restated 2013 Long-Term Incentive Plan (the “2013 Plan”).

The maximum number of Matching Shares that each Participant is eligible to receive pursuant to the Program is as follows: 20,000 Matching Shares for the Company’s President and Chief Executive Officer, Brian Hanson; 10,000 Matching Shares for each of Ken Williamson, Chris Usher, Steve Bate, Colin Hulme and Jamey Seely; and 5,000 Matching Shares for each of Larry Burke, Scott Schwausch, and Jacques Leveille.

A Participant must satisfy the following holding periods for his or her Purchased Shares:

• 100% of the Purchased Shares cannot be sold or otherwise disposed of by the Participant prior to the first anniversary of the grant gate of the Matching Shares;

• 66% of the Purchased Shares cannot be sold or otherwise disposed of by the Participant prior to the second anniversary of the grant gate of the Matching Shares; and

• 33% of the Purchased Shares cannot be sold or otherwise disposed of by the Participant prior to the third anniversary of the grant date of the Matching Shares.

One Matching Share will be forfeited for each Purchased Share for which the holding period is not satisfied.

Under the Program, (i) Matching Shares granted under the Program with respect to Purchased Shares purchased by a Participant on or before February 29, 2016 will be granted on the Company’s regular March 1, 2016 grant date; and (ii) Matching Shares granted under the Program with respect to Purchased Shares purchased by a Participant after February 29, 2016 will be granted on the Company’s next grant date June 1, 2016. The Matching Shares granted under the Program will be subject to all of the terms and conditions of the 2013 Plan and the applicable restricted stock agreement, including a three-year vesting period.

The Program does not modify the aggregate number of shares of Common Stock authorized for issuance under the 2013 Plan.

The Program and the form of restricted stock agreement to be used in the Program are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)    Financial statements of businesses acquired.

Not applicable.

(b)    Pro forma financial information.

Not applicable.

(c)    Shell company transactions.

Not applicable.

(d)    Exhibits.

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Exhibit No.	Description
10.1	ION Geophysical Corporation Matching Share Program.
10.2	Form of ION Geophysical Corporation Amended and Restated 2013 Long-Term Incentive Plan Restricted Stock Agreement (Matching Grants on Purchased Shares).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 16, 2016	ION GEOPHYSICAL CORPORATION
	By:	/s/ JAMEY S. SEELY
		Jamey S. Seely
		Executive Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	ION Geophysical Corporation Matching Share Program.
10.2	Form of ION Geophysical Corporation Amended and Restated 2013 Long-Term Incentive Plan Restricted Stock Agreement (Matching Grants on Purchased Shares).

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EX-10.1

Exhibit 10.1

ION Geophysical

Matching Share Program

The Board of Directors of ION Geophysical Corporation (the “Company”) has approved a one- time matching share program (the “Matching Share Program” or “Program”) for the Company’s executive officers, thereby further aligning the interests of the Company’s executive officers with those of the Company’s stockholders.

Program Overview

The Matching Share Program provides participating executive officers with an opportunity to increase their ownership of ION Geophysical common stock (“Common Stock” or “Shares”). Participants will receive matching shares of Common Stock (“Matching Shares”) when they purchase Common Stock during the open trading period described below.

If an executive officer elects to participate in the Matching Share Program, he or she will be granted one share of restricted stock (“Restricted Stock”) under the Amended and Restated 2013 Long-Term Incentive Plan (the “2013 LTIP”) for every share of Common Stock that the executive officer purchases, up to the maximum number of Matching Shares that applies to the executive officer.

Purchases of Common Stock by an eligible executive officer must be made during the open trading period that begins on February 16, 2016, and ends on March 14, 2016. Shares purchased by an eligible executive officer during the open trading window constitute “Purchased Shares” for purposes of the Program.

Eligibility

The Board of Directors has determined the eligible executive officers and the maximum number of Matching Shares of Common Stock for which they may receive Matching Shares. The maximum number of Matching Shares of Common Stock you are individually eligible to receive is set for in Schedule I.

Purchases

In order to have any Shares that an executive officer purchases matched, Share purchases must occur during the open trading period that begins on February 16, 2016 and ends on March 14, 2016. Shares purchased or owned by an eligible executive officer prior to February 16, 2016, will not qualify as Purchased Shares for purposes of the Program. No Shares purchased after the open trading period closes on March 14, 2016, will qualify as Purchased Shares or be eligible to be matched under the Program.

Holding Period for Purchased Shares.

An executive officer must satisfy the following holding periods for his or her Purchased Shares:

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Exhibit 10.1

(a) 100% of the Purchased Shares cannot be sold or otherwise disposed of by the executive officer prior to the first anniversary of the Grant Date of the Matching Shares;

(b) 66% of the Purchased Shares cannot be sold or otherwise disposed of by the executive officer prior to the second anniversary of the Grant Date of the Matching Shares; and

(c) 33% of the Purchased Shares cannot be sold or otherwise disposed of by the executive officer prior to the third anniversary of the Grant Date of the Matching Shares.

For purposes of satisfying the Program’s holding period requirements for Purchased Shares, an executive officer’s transfer, pledging, mortgaging, encumbering, assigning, or other alienation or hypothecation of a Purchased Share, whether voluntary or involuntary, shall be considered a sale or otherwise disposition of the Purchased Share. One Matching Share will be forfeited for each Purchased Share for which the holding period is not satisfied.

Any Shares purchased will be subject to the short-swing profit provisions of Section 16 of the Securities Exchange Act of 1934.

Matching Shares

As noted above, if an executive officer elects to participate in the Program and satisfies its requirements, including the applicable holding period for the Purchased Shares, any Shares purchased during the open trading period will be matched on a one-for-one basis in the form of Restricted Stock granted under the 2013 LTIP, up to the maximum number of Matching Shares that applies to the executive officer.

• Restricted Stock granted as Matching Shares on Common Stock purchased by an executive officer on or before February 29, 2016, will be granted on the Company’s regular March 1, 2016 grant date;

• Restricted Stock granted as Matching Shares on Common Stock purchased by an executive officer after February 29, 2016, will be granted on the Company’s next grant date June 1, 2016.

The Restricted Stock granted under the Program will be subject to all of the terms and conditions of the 2013 LTIP and the applicable restricted stock agreement, including a three-year vesting period. A copy of the Restricted Stock Agreement is attached. In addition, and as noted above, one share of Restricted Stock that constitutes a Matching Share under the Program will be forfeited for each Purchased Share for which the holding period is not satisfied.

Risks of Participation.

If an eligible executive officer chooses to participate in the Program, there is a risk is that the Common Stock purchased by the executive officer may not appreciate in value, and accordingly, that the executive officer will not recover the amount of his or her investment. Also, if the executive officer fails to meet the vesting requirements for the Matching Shares, including the required holding for Purchased Shares under the Program, the executive officer will forfeit the Matching Shares.

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Exhibit 10.1

Election to Participate

An eligible executive officer who wishes to participate can elect to do so by sending an email to Jamey Seely and Becky Sacco indicating the number of shares he or she expects to purchase (and have matched) and the expected purchase date(s). Confirmation of the purchases should also be provided within 24 hours of the purchase including a detailed description of the number of shares and price or pricing terms.

Additional Provisions

• The Program is administered by the Compensation Committee of the Board of Directors, which shall have full power to construe and interpret the Program, to establish, amend, or waive rules for the Plan’s administration, and to make all determinations that may be necessary or advisable for the administration of the Program. The Committee may delegate to designated officers or other employees of the Company, any of its duties and authority under the Program pursuant to such conditions or limitations as it chooses to establish from time to time. Each person who is or was a member of the Compensation Committee or of the Board of Directors shall be indemnified for any damages, losses, liability, cost and expense that may be imposed upon or reasonably incurred by him or her in connection with, or resulting from any claim to which he or she may be a party by reason or any action taken or failure to act under the Program, except for any such act or omission constituting willful misconduct or gross negligence.

• The Program shall be effective on the date of its adoption by the Board of Directors

• The Board shall have the power and authority to terminate or amend the Program at any time. However, no termination, amendment, or modification of the Program shall adversely affect in any material way any outstanding obligation to grant Matching Shares.

• Neither an executive officer’s participation in the Program nor the grant of Restricted Stock to an executive pursuant to the Program (and the 2013 LTIP) shall create or be deemed to create any contract of employment between such individual and the Company or any subsidiary or affiliate, nor shall such participation or any grant of Restricted Stock pursuant to the Program (and the 2013 LTIP) create or be deemed to create any right of employment or continued employment with the Company or any subsidiary or affiliate.

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Exhibit 10.1

Schedule I

ION Geophysical

Matching Share Program

Eligible Executives

Executive	Maximum Number of Matching Shares
R. Brian Hanson	20,000
Steve Bate	10,000
Jamey Seely	10,000
Chris Usher	10,000
Colin Hulme	10,000
Ken Williamson	10,000
Jacques Leveille	5,000
Larry Burke	5,000
Scott Schwausch	5,000

AMECURRENT 719573121.2 10-Feb-16 10:36

EX-10.2

Exhibit 10.2

ION Geophysical Corporation

Amended and Restated 2013 Long Term Incentive Plan

RESTRICTED STOCK AGREEMENT

1.Grant of Restricted Stock Shares. The grant of the stock under this Agreement by ION Geophysical Corp. (the "Company") is made subject and pursuant to the terms of the Amended and Restated 2013 Long Term Incentive Plan (the "Plan") for directors, employees and consultants of the Company. This Restricted Stock and its release are subject in all respects to the terms as set forth in the Plan, a copy of which is attached hereto, and to any rules promulgated pursuant to the Plan by the Committee. Capitalized terms not otherwise defined herein are as defined in the Plan.

2.Term of Award. The period of restriction of this Restricted Stock will commence on the Date of Grant and will terminate on the date that is three years from the Date of Grant.

3.Dividends and Voting Rights. The Participant shall not be entitled to receive any dividends paid with respect to shares of Restricted Stock that become payable during the Restricted Period. The Participant shall be entitled to vote the shares of Restricted Stock during the Restricted Period to the same extent as would have been applicable to the Participant if the Participant was then vested in the shares; provided, however, that the Participant shall not be entitled to vote the shares with respect to record dates for such voting rights arising prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Participant has forfeited such shares of Restricted Stock.

4.Deposit of Shares of Restricted Stock. Each certificate issued in respect of shares of Restricted Stock granted under this Agreement shall be registered in the name of the Participant and shall be deposited for custody by the Company, as directed by the Committee or in the Company’s discretion, until all restrictions on such Restricted Stock have lapsed.

5.Transfer and Forfeiture of Shares. If the Participant’s Date of Termination (as defined below) does not occur during the Restricted Period with respect to shares of Restricted Stock, then, at the end of the Restricted Period for such shares, the Participant shall be fully vested in those shares of Restricted Stock, and shall own the shares free of all restrictions imposed by this Agreement. Furthermore, in addition to the vesting schedule set forth in paragraph 6 below, the Participant shall become vested in the shares of Restricted Stock awarded hereunder (to the extent not already vested), and become owner of such shares free of all restrictions otherwise imposed by this Agreement, prior to the end of the Restricted Period, as follows:

(a)The Participant shall become fully vested in all of the shares of Restricted Stock as of the Participant’s Date of Termination prior to the end of the Restricted Period, if the Participant’s Date of Termination occurs by reason of the Participant’s death or Disability (as that term is defined in the Plan).

(b)The Participant shall become fully vested in the shares of Restricted Stock upon a Change in Control (as that term is defined in the Plan).

Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered until the expiration of the Restricted Period or, if earlier, until the Participant is vested in

RSS Agreement – 2013 LTIP v2        page 1 of 1

Exhibit 10.2

such shares. Except as otherwise provided in this paragraph 5, if the Participant’s Date of Termination occurs during the Restricted Period, the Participant shall forfeit the then unvested shares of Restricted Stock as of the Participant’s Date of Termination.

6.Vesting Schedule. All restrictions shall lapse with respect to the number of shares of Restricted Stock awarded hereunder on the dates set forth below, if the Participant’s Date of Termination does not occur prior to such date(s):

(a) 33% shares on the first anniversary of the Grant Date;

(b) 33% shares on the second anniversary of the Grant Date; and

(c) the remaining shares on the third anniversary of the Grant Date.

7.Definitions. For purposes of this Agreement, the terms used in this Agreement shall have the following meanings:

(a)Change in Control. The term “Change in Control” shall have the meaning assigned to such term in Section 7.7 of the Plan.

(b)Date of Termination. The Participant’s “Date of Termination” shall be the first day occurring on or after the Grant Date on which the Participant is not employed by the Company or any Subsidiary, regardless of the reason for the termination of employment; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Subsidiary approved by the Participant’s employer.

(c)Disability. The term “Disability” shall have the meaning set forth in Section 1.2 of the Plan.

(d)Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.

8.Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable to the Participant under this Agreement have not been exercised or distributed, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

RSS Agreement – 2013 LTIP v2        page 2 of 2

Exhibit 10.2

9.Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of this Agreement by the Committee and any decision made by it with respect to this Agreement is final and binding.

10.Plan Governs. Notwithstanding anything contained in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.

11.Amendment. This Agreement may be amended by written agreement of the Participant and the Company, without the consent of any other person.

12.Tax Requirements. The Company shall have the right to deduct any federal, state, or local taxes required by law to be withheld with respect to the award of Restricted Stock made hereunder. The Participant shall be required to pay the Company the amount of any taxes which the Company is required to withhold with respect to such shares of Common Stock.

13.Legend. Each certificate representing shares of Restricted Stock issued to the Participant shall bear a legend deemed by the Company to constitute an appropriate notice of the provisions hereof (any such certificate not having such legend shall be surrendered by the Participant upon demand by the Company and so endorsed):

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf, all effective as of the Grant Date.

ION GEOPHYSICAL CORPORATION:

/s/ Jamey S. Seely        

Jamey S. Seely

Executive Vice President, General Counseland Corporate Secretary

Address for Notices:    ION Geophysical Corporation

Legal Department

2105 CityWest Blvd., Suite 400

Houston, Texas 77042

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