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 1934

Date of Report: (Date of earliest event reported): May 26, 2010

ION Geophysical Corporation

(Exact name of registrant as specified in its charter)

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

2105 CityWest Blvd, Suite 400
Houston, Texas 77042-2839
(Address of principal executive offices, including Zip Code)

(281) 933-3339
(Registrant’s telephone number, including area code)

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:

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

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

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

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

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

Amendment to Employment Agreement

     On June 1, 2010, ION Geophysical Corporation (the “Company”) and Robert P. Peebler, the Company’s Chief Executive Officer, entered into a Fifth Amendment to Employment Agreement (the “Fifth Amendment”). The Fifth Amendment was recommended for approval by the Compensation Committee and was approved by the Board of Directors of the Company. The amendment, which is effective on June 1, 2010, extended the term of Mr. Peebler’s employment agreement so that his employment agreement will now expire by its terms on December 31, 2012 instead of December 31, 2011.

     The Fifth Amendment also replaced the existing annual grant award provisions in Mr. Peebler’s employment agreement. Prior to this amendment, the employment agreement provided that Mr. Peebler was entitled to receive an annual award of shares of restricted common stock of the Company equal in value to the amount of the annual incentive plan bonus earned by Mr. Peebler for the preceding year, and additional stock options as may be determined annually by the Compensation Committee of the Board of Directors. The Fifth Amendment provides that, in lieu of the foregoing annual grants, on June 1, 2010, Mr. Peebler will receive a grant of 300,000 shares of restricted stock of the Company, subject to a cliff vesting schedule described below.

     The Fifth Amendment further provides that, upon termination of Mr. Peebler’s employment due to (i) his “Retirement” (as that term is defined in the amendment) or (ii) his voluntary termination of employment from the Company at any time after his successor is appointed, Mr. Peebler shall serve as a non-employee consultant to the Board of Directors of the Company for a term of five years for a consulting fee of $150,000 per year.

     The foregoing description of the Fifth Amendment is qualified in its entirety by reference to the copy of the definitive Fifth Amendment filed herewith as Exhibit 10.1.

Equity Compensation Grant

     Pursuant to the Fifth Amendment, on June 1, 2010, the Company granted Mr. Peebler an award of 300,000 shares of the Company’s restricted stock under the Company’s 2004 Long-Term Incentive Plan. The grant of shares of restricted stock will cliff vest on the date that is the earlier of:

i.	June 1, 2013;
ii.	A “Change in Control” occurs (as defined in the employment agreement);
iii.	Mr. Peebler’s termination of employment due to his “Disability” (as defined in the employment agreement) or death;

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iv.	Mr. Peebler’s “Retirement” (as defined by the Company’s 2004 Long-Term Incentive Plan);
v.	Mr. Peebler’s voluntary termination of employment from the Company at any time after his successor is appointed; or
vi.	Mr. Peebler’s employment is terminated (a) by the Company for no reason or for any reason other than “Cause” (as defined in the employment agreement), Mr. Peebler’s death or Disability, or the expiration of the term of the employment agreement, or (b) by Mr. Peebler for “Good Reason” (as defined in the employment agreement).

     During the period that the restricted stock has not yet vested, the shares of restricted stock are entitled to the same voting rights as all other holders of common stock.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Results of Annual Meeting of Stockholders

     The following matters were submitted to a vote of stockholders during the Annual Meeting of Stockholders of the Company held on May 26, 2010 in Houston, Texas and were approved by the Company’s stockholders by the below final voting results.

	Votes Cast		Votes
	For		Withheld
1.  Election of Directors for a Three-Year Term Expiring in 2013
Franklin Myers		98,210,032		8,072,062
Bruce S. Appelbaum, PhD		92,291,036		13,991,058
S. James Nelson, Jr.		92,441,377		13,840,717

							Broker
							Non-
	For		Against		Abstain		Votes
2.  Approval of Amendment to the 2004 Long-Term Incentive Plan to Increase Shares		67,060,522		37,843,131		1,378,441		17,646,265
3.  Approval of Employee Stock Purchase Plan		102,608,213		2,305,538		1,368,343		17,646,265
4.  Ratification of Ernst & Young LLP as Independent Registered Public Accountants		119,440,210		4,201,214		286,935		—

In addition, the terms of the following directors continued after the meeting:

James M. Lapeyre, Jr.
Theodore H. Elliott, Jr.
Guo Yueliang
G. Thomas Marsh
Robert P. Peebler
John N. Seitz
Nicholas G. Vlahakis

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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.

Exhibit Number	Description
10.1	Fifth Amendment to Employment Agreement dated June 1, 2010.

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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: June 1, 2010	ION GEOPHYSICAL CORPORATION
	By:	/s/ DAVID L. ROLAND
		David L. Roland
		Senior Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Fifth Amendment to Employment Agreement dated June 1, 2010.

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EX-10.1

Exhibit 10.1

FIFTH AMENDMENT TO
EMPLOYMENT AGREEMENT

     This Fifth Amendment to Employment Agreement (this “Amendment”), dated as of June 1, 2010, is made and entered into by and between ION Geophysical Corporation, a Delaware corporation (hereinafter referred to as “Employer”), and Robert P. Peebler, an individual currently residing in Harris County, Texas (hereinafter referred to as “Employee”).

WITNESSETH:

     WHEREAS, Employer and Employee entered into an Employment Agreement effective on March 31, 2003, and amended by that certain First Amendment to Employment Agreement dated September 6, 2006, Second Amendment to Employment Agreement dated February 16, 2007, Third Amendment to Employment Agreement dated August 21, 2007 and Fourth Amendment to Employment Agreement dated January 26, 2009 (as amended, the “Agreement”);

     WHEREAS, the parties desire to amend the Agreement as set forth below;

     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(c) of the Agreement is hereby amended to read in its entirety as follows:

     On June 1, 2010, Employee shall be entitled to receive a grant of 300,000 shares of restricted common stock of Employer. This restricted stock award will provide for cliff vesting of all of the shares of restricted stock on the date that is the earlier of:

i.	June 1, 2013;
ii.	A “Change in Control” occurs (as defined by Section 6 of this Agreement);
iii.	Employee’s termination of employment due to the Disability (as defined in Section 5 of this Agreement) or death of Employee;
iv.	Employee’s Retirement (as defined by Employer’s Fifth Amended and Restated 2004 Long-Term Incentive Plan (the “Plan”));
v.	Employee’s voluntary termination of employment from Employer at any time after Employee’s successor is appointed; or
vi.	Employee’s employment is terminated (a) by Employer for no reason or for any reason other than Cause, the death or Disability of Employee, or the expiration of the Term, or (b) by Employee for Good Reason.

In accordance with the terms of the Plan, any voluntary termination of employment from Employer by Employee after Employee’s successor is appointed shall be treated for all purposes under the Plan as a termination due to the Retirement of Employee. 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. Section 4 of the Agreement is hereby amended to read in its entirety as follows:

Employee’s employment with Employer will commence on March 31, 2003, and will expire on December 31, 2012 (the “Term”), unless terminated earlier in accordance with Section 5.

     3. Section 6(c) of the Agreement is hereby amended to read in its entirety as follows:

     (c) Upon termination of this Agreement due to the expiration of the Term, Employee will continue to be employed by Employer as an employee at will. Upon termination of Employee’s employment due to (i) Employee’s Retirement (as defined by the Plan) or (ii) Employee’s voluntary termination of employment from the Company at any time after Employee’s successor is appointed, Employee shall serve as a non-employee consultant to the Board of Directors of Employer for a term of five years. In consideration for such consulting services, Employer shall pay Employee a consulting fee of $150,000 per year.

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

     5. 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/ James M. Lapeyre, Jr.
	Title: Chairman of the Board

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EMPLOYEE:
 

/s/ Robert P. Peebler  

Robert P. Peebler 

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