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): December 1, 2008

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 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))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-10.2
EX-99.1
EX-99.2

Item 1.01. Entry into a Material Definitive Agreement.

     The disclosures in Item 5.02 below are incorporated by reference into this Item 1.01.

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

Appointment and Resignation of Certain Officers; New Directors.

     Officers. ION Geophysical Corporation (the “Company”) announced on December 4, 2008 that it has appointed James R. Hollis as its new President and Chief Operating Officer, effective December 1, 2008. In connection with Mr. Hollis’s appointment as President of the Company, Robert P. Peebler will continue as the Chief Executive Officer of the Company and a member of the Company’s Board of Directors. Mr. Peebler has served as President and Chief Executive Officer of the Company since March 2003, and has been a member of the Company’s Board of Directors since 1999.

     Prior to his appointment, Mr. Hollis, age 47, had served as the Executive Vice President and Chief Operating Officer of the Company’s ION Solutions division, a position that he had held since January 2007. Prior to leading the ION Solutions division, Mr. Hollis served the Company in various other capacities, including as Vice President, New Ventures — FireFly beginning in November 2005 and Vice President — Land Imaging Systems beginning in November 2003. Mr. Hollis joined the Company in July 2003 as Business Unit Manager — Land Surface Systems. Prior to his joining the Company, Mr. Hollis served in various positions (most recently as General Manager — Exploration and Development Solutions) at Landmark Graphics, a Halliburton Company-owned workstation-based software provider for oil and gas exploration and production companies. Mr. Hollis holds a Bachelor of Science degree in Geophysics from the University of California, Santa Barbara and a Master of Science degree in Geophysics from the University of Utah.

     A copy of the Company’s press release regarding the appointment of Mr. Hollis is filed as Exhibit 99.1 to this Current Report on Form 8-K.

     On December 1, 2008, Charles J. Ledet resigned as Executive Vice President and Chief Operating Officer of ION Systems, a business unit of the Company. In connection with his resignation, Mr. Ledet and the Company entered into a severance agreement dated December 1, 2008 (the “Severance Agreement”), pursuant to which Mr. Ledet will be entitled to receive cash payments in an aggregate amount equal to $468,000, payable in installments over an 18-month period. The Severance Agreement also contains a release and a covenant by Mr. Ledet not to sue the Company or its officers or directors. A copy of the Severance Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. This summary of the Severance Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.

     In addition, effective December 1, 2008, Mr. Ledet entered into a consulting agreement (the “Consulting Agreement”) with the Company, which is more fully described below.

     Directors. On December 5, 2008, the Company announced the appointment of G. Thomas Marsh and Nick G. Vlahakis to its Board of Directors. The appointment of Mr. Vlahakis will fill the vacancy on the Board of Directors created by the resignation of Sam K. Smith as a director in August 2008. As Mr. Smith’s replacement on the Board, Mr. Vlahakis will serve the remainder of Mr. Smith’s term on the Board, which term is scheduled to expire in 2011. Mr. Marsh will join the class of directors having a term of service that expires in 2009. In connection with their appointment to the Board of Directors, the Company increased the number of directors that will comprise the entire Board from eight to nine.

     Mr. Marsh, age 65, retired in 2006 as Executive Vice President, Lockheed Martin Space Systems Company, a company engaged in developing advanced technologies for defense and space applications. From 1969 until its merger in 1995 to form Lockheed Martin Corporation, Mr. Marsh was employed by Martin Marietta Corporation, most recently in the position of President, Manned Space Systems. After 1995, Mr. Marsh held positions of increasing responsibility within Lockheed Martin, including serving as President and General Manager of the Missiles and Space Operations business unit from 2002 until his appointment as Executive Vice President in 2003.

     Mr. Vlahakis, age 60, retired in 2005 as Executive Vice President and Chief Operating Officer of Alliant Techsystems Inc. (ATK), a supplier of aerospace and defense technologies. Beginning in 1982, Mr. Vlahakis was employed by Hercules Aerospace Company, a supplier of aerospace products, where he served in a number of positions, most recently in the position of Vice President and General Manager, Tactical Propulsion Facility. Mr. Vlahakis joined Alliant Techsystems in 1995 when Alliant Techsystems acquired Hercules Aerospace. He served in a number of senior leadership positions with Alliant Techsystems, including Group Vice President, Defense, until 2002, when he was appointed its Chief Operating Officer.

     A copy of the Company’s press release regarding these director appointments is filed as Exhibit 99.2 to this Current Report on Form 8-K.

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Compensatory Arrangements and Awards.

     Consulting Agreement. On December 1, 2008, Mr. Ledet entered into the Consulting Agreement with the Company, under which he has agreed to provide consulting services for a period of two years to assist the Board of Directors and the Company’s executive management in achieving a smooth transition following his departure and to provide management advisory services to the Company. Under the Consulting Agreement, Mr. Ledet will not receive any monetary compensation for his consulting services but he was awarded grants of 15,998 shares of restricted stock of the Company under the Company’s 2004 Long-Term Incentive Plan and a total of 235,000 cash-settled stock appreciation rights (“SARs”) under the Company’s recently-adopted Stock Appreciation Rights Plan. In connection with the Consulting Agreement, Mr. Ledet also agreed to the termination on December 1, 2008, of a total of 141,250 vested stock options held by him. The SARs were granted to Mr. Ledet on December 1, 2008, and have exercise prices as set forth below:

No. of SARs	Grant Exercise Price ($)
15,000	5.8125
12,500	11.10
10,000	9.38
12,500	3.35
25,000	9.84
40,000	6.20
25,000	9.97
25,000	15.43
70,000	15.43

     All of the exercise prices for the SARs granted to Mr. Ledet exceed the fair market value per share of the Company’s common stock on the date of grant. On November 28, 2008, the last trading day prior to December 1, 2008, the closing price per share of the Company’s common stock on the New York Stock Exchange was $3.00 per share. Under the Consulting Agreement, Mr. Ledet will be subject to certain covenants not to compete with the Company during its two-year term. All of the shares of restricted stock and SARs granted to Mr. Ledet will vest on December 1, 2010, subject to the condition that he shall have fully performed all of his obligations under the Consulting Agreement. A copy of the Consulting Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K. This summary of the Consulting Agreement set forth herein is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.

     Annual Equity Compensation Grants. As stated in the Company’s proxy statement for its Annual Meeting of Stockholders held on May 27, 2008, the Company has adopted a policy that all awards of restricted stock and stock options to its employees and directors will be granted on one of four designated dates during the year: March 1, June 1, September 1 or December 1. Except for occurrences such as significant promotions, new hires, new directors joining the Board or unusual circumstances, the Company’s current policy is to make most equity compensation awards on December 1 of each year. This date was selected because (i) it enables the Board of Directors and Compensation Committee to consider individual performance eleven months into the year, (ii) it simplifies the annual budgeting process by having the expense resulting from the equity award incurred late in the fiscal year and (iii) the date is approximately three months before the date that the Company normally pays annual incentive bonuses.

     Consistent with this policy and past practice, on December 1, 2008, the Company granted certain equity compensation awards to its key employees, including its officers. The table below shows the grants on that date to the named executive officers of the Company (other than Mr. Ledet) of (i) nonqualified stock options under the Company’s 2004 Long-Term Incentive Plan, (ii) shares of the Company’s restricted stock under the 2004 Long-Term Incentive Plan and (iii) cash-settled SARs under the Stock Appreciation Rights Plan:

				Shares of
		Shares Subject to		Restricted Stock
Executive Officer	Title	Stock Options (#)		(#)		SARs (#)
Robert P. Peebler	Chief Executive Officer		180,000		—	—
R. Brian Hanson	Executive Vice President and Chief Financial Officer		70,000		15,000		140,000
James R. Hollis	President and Chief Operating Officer		100,000		20,000		200,000
Teng Beng Koid	Executive Vice President and Chief Operating Officer — Global Business Development.		40,000		15,000	—

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     The options granted vest 25% each year over a four-year period and are exercisable at a price equal to $3.00 per share, which is the closing sales price per share of the Company’s common stock on the NYSE on the last trading day immediately prior to the date of grant, in accordance with the terms of the 2004 Long-Term Incentive Plan. The grants of shares of restricted stock will vest in one-third increments each year, over a three-year period. During the period that the restricted stock has not yet vested, holders of shares of restricted stock are entitled to the same voting rights and rights to dividends as all other holders of common stock. The SARs will 100% cliff-vest on December 1, 2011, and will have an exercise price equal to $3.00 per SAR, which is the closing sales price per share of the Company’s common stock on the NYSE on the last trading day prior to the date of grant, in accordance with the terms of the Stock Appreciation Rights Plan.

Item 9.01 Financial Statements and Exhibits.

     (a) Financial statements of businesses acquired.

          Not applicable.

     (b) Pro forma financial information.

          Not applicable.

     (d) Exhibits.

10.1	Severance Agreement dated as of December 1, 2008, between ION Geophysical Corporation and Charles J. Ledet.
10.2	Consulting Agreement dated as of December 1, 2008, between ION Geophysical Corporation and Charles J. Ledet.
99.1	Press Release dated December 4, 2008.
99.2	Press Release dated December 5, 2008.

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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: December 5, 2008	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	Severance Agreement dated as of December 1, 2008, between ION Geophysical Corporation and Charles J. Ledet.
10.2	Consulting Agreement dated as of December 1, 2008, between ION Geophysical Corporation and Charles J. Ledet.
99.1	Press Release dated December 4, 2008.
99.2	Press Release dated December 5, 2008.

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EX-10.1

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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EX-10.2

Exhibit 10.2

CONSULTING SERVICES AGREEMENT

     This Consulting Services Agreement (“Agreement”) is entered into as of December 1, 2008, between ION Geophysical Corporation, a Delaware corporation having offices at 2105 CityWest Boulevard, Suite 400, Houston, Texas 77042-2839 (the “Company”), and Charles J. Ledet (“Consultant”). The Company and Consultant are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

     Consultant was employed by the Company as its Executive Vice President and Chief Operating Officer, ION Systems, until his termination of employment on December 1, 2008. The Parties desire for Consultant to continue to provide consulting services to the Company pursuant to the terms and conditions of this Agreement.

     The Parties agree as follows:

1. Services.

     (a) The Company hereby engages Consultant to perform management advisory services as requested from time to time by the Company (the “Services”) during the Term. The specifics and schedule of the Services will be as approved from time to time by the Chief Executive Officer of the Company or another Company representative designated by such person.

     (b) The Company enters into this Agreement based on Consultant’s demonstrated ability to perform the Services. Consequently, other than providing related information as requested from time to time by Consultant, the Company will not provide Consultant with any training or instructions with respect to the Services.

     (c) In the performance of Services under this Agreement, Consultant agrees that he will comply with all applicable laws, statutes and regulations relating to providing the Services, including but not limited to, the Foreign Corrupt Practices Act (“FCPA”), environmental laws, employment laws, safety regulations, securities laws and regulations, antitrust laws, intellectual property laws and any other applicable laws, statutes or regulations and to conduct himself in keeping with high ethical standards. Consultant further agrees that he will comply with all applicable safety and security regulations and policies while on the Company’s premises and all other policies of the Company and will use his best efforts to preserve the business of the Company and the good will of all employees, customers, suppliers and other persons having business relations with the Company. In accordance with the FCPA, Consultant shall not make any payment prohibited by the FCPA to any party for the purpose of securing business.

     (d) Consultant shall not utilize the services of any individual, company or other entity as a subcontractor or an independent contractor to assist in performing the Services unless Consultant obtains the prior written permission of the Company to utilize the services of such subcontractor or independent contractor in connection with the Services.

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2. Term. The term of this Agreement shall commence on December 1, 2008, and shall remain in effect until December 1, 2010 (the “Term”), unless earlier terminated in accordance with Section 15.

3. Payment to Consultant.

     (a) In consideration for the Services provided by Consultant during the Term, including the obligations of Consultant under Section 5 hereof, on December 1, 2008 the Company shall award to Consultant the following:

          (i) 15,998 shares of restricted stock of the Company, to be granted under the Company’s Amended and Restated 2004 Long-Term Incentive Plan or other equity plan of the Company, with such shares vesting in full on December 1, 2010 only if Consultant has fully performed his obligations under this Agreement, including his obligations under Section 5 hereof, and with such shares being further subject to the terms contained in the restricted stock award agreement evidencing such grant; and

          (ii) a total of 235,000 stock appreciation rights of the Company, to be granted under the Company’s Stock Appreciation Rights Plan, in such award amounts and exercise price amounts set forth on Annex 1 attached hereto, with all such rights vesting in full on December 1, 2010 only if Consultant has fully performed his obligations under this Agreement, including his obligations under Section 5 hereof, such rights to remain exerciseable for a period of 180 days after vesting, and with such shares being further subject to the terms contained in the stock appreciation rights award agreement evidencing such grant.

As further consideration for the grant of stock appreciation rights to Consultant under Section 3(a)(ii) above, Consultant agrees and consents to the immediate termination as of the date hereof of all 141,250 vested stock options currently held by Consultant.

The Parties acknowledge that Consultant and the Company have entered into a severance agreement, including a release and waiver of claims and covenant not to sue, in connection with the Consultant’s termination of employment with the Company on December 1, 2008 (“Severance Agreement”). Consultant has the right to sign and return the Severance Agreement within 45 days of December 1, 2008, and Consultant has the right to revoke Consultant’s signature to the Severance Agreement for a period of time after signing and returning the agreement. The Parties agree that if Consultant does not sign and return the Severance Agreement within the designated time or if Consultant revokes the Severance Agreement, the vesting of all shares of restricted stock and stock appreciation rights granted to Consultant pursuant to Section 3(a) shall cease and terminate.

     (b) The Company will reimburse Consultant for reasonable and necessary out-of-pocket expenses incurred by Consultant at the request of the Company in performance of the Services, in accordance with the Company’s general expense reimbursement policies. Such costs shall be incurred at the lowest reasonable level possible, consistent with the Company’s reimbursement policies applicable to its employees. Reasonable transportation expenses incurred by Consultant at the request of the Company will be reimbursed to Consultant.

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Consultant shall submit to the Company a statement setting forth the related expenses, together with receipts or other supporting evidence as may be reasonably requested by the Company.

     (c) Consultant shall maintain during the Term of this Agreement, and retain not less than three (3) years after the expiration or termination thereof, complete and accurate records of all of Consultant’s costs that are chargeable to the Company under this Agreement. The Company shall have the right, on advance notice and at reasonable times, to inspect and audit those records by authorized representatives of its own or any public accounting firm selected by it.

4. Confidentiality of the Company’s Business.

     (a) Consultant acknowledges that the business of the Company and its affiliates is highly competitive and that the Company’s books, records and documents, information concerning the Company’s strategies, plans, business, products, equipment, services and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning the Company’s customers and business affiliates, the terms of this Agreement, and any other confidential and/or proprietary information and/or trade secrets that have been developed or used by or on behalf of the Company or its affiliates or will be developed and that cannot be obtained readily by third parties from outside sources (collectively, “Confidential Information”), all comprise confidential business information and trade secrets of the Company that are valuable, special and unique proprietary assets of the Company and that Consultant shall have access to in performing the Services under this Agreement. Consultant further acknowledges that protection of the Company’s Confidential Information against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. Accordingly, Consultant hereby agrees that he will not, at any time during or after the term of this Agreement, make any unauthorized disclosure of any Confidential Information of the Company or its affiliates, or make any use thereof, except solely for the benefit of, and on behalf of, the Company or its affiliates in the performance of the Services pursuant to this Agreement. Consultant will safeguard the Confidential Information from unauthorized disclosure. Consultant also agrees to preserve and protect the confidentiality of third party Confidential Information to the same extent, and on the same basis, as the Company’s Confidential Information. Consultant’s obligation under this Section 4 will not extend to information which is or becomes part of the public domain through no action or omission of Consultant.

     (b) If Consultant is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Consultant will promptly notify the Company of such request or requirement so that the Company may seek an appropriate protective order or waiver in compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, Consultant is, in the opinion of Consultant’s counsel, compelled to disclose the Confidential Information, Consultant may disclose only such of the Confidential Information to the party compelling disclosure as is required by law. Consultant shall not be liable for the disclosure of Confidential Information pursuant to the preceding sentence unless such disclosure was caused by Consultant and not otherwise permitted by this Agreement.

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     (c) All written Confidential Information (including that portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for Consultant) will be returned to the Company immediately upon the Company’s request, and no copies shall be retained by Consultant. Oral Confidential Information and written Confidential Information not so requested or returned will be held by Consultant and kept subject to the terms of this Agreement or destroyed.

5. Protection of the Company’s Business Interest. Without prior written approval from the Company, during the period of December 1, 2008 until December 1, 2010, Consultant agrees that he will not, directly or indirectly, for himself or for others, (a) engage in the business of manufacturing, selling or leasing land or marine seismic data acquisition equipment (the “Relevant Business”) anywhere in (i) Canada, (ii) the United Arab Emirates, (iii) Russia, (iv) China, (v) India, (vi) Norway, (vii) France, or (viii) the United States; (b) induce any person or business that is or has been a customer of the Company or any of its affiliates to patronize any business directly or indirectly in competition with the Relevant Business conducted by the Company or any of its affiliates; (c) canvass, solicit or accept from any person or business who is or was a customer of the Company or any of its affiliates, any such competitive business; (d) with respect to the Relevant Business, request or advise any person or business who is or was a customer or vendor of the Company or any of its affiliates, to withdraw, curtail or cancel any such customer’s or vendor’s business with the Company or such affiliate; (e) consult, advise, counsel, work for or otherwise perform services for or assist Societe d’Etudes Recherches et Construction Electroniques (“Sercel”) or any affiliate of Sercel, including Compagnie General de Geophysique Veritas; or (f) solicit or attempt to solicit for employment or service, or hire or attempt to hire for employment or service, any persons who were employed by the Company or any of its affiliates at any time between January 1, 2008 and December 1, 2008, or any individuals contracted by the Company or any of its affiliates to provide services at any time during such period; provided that none of the foregoing shall be deemed to preclude Consultant from (i) placing general advertising (including in trade publications) or (ii) engaging a recruitment firm for a non-targeted employee search. Consultant acknowledges that this covenant not to compete is being provided as an inducement to the Company to enter into this Agreement and to grant the restricted stock and stock appreciation rights to Consultant under Section 3(a). Consultant further acknowledges that this covenant not to compete contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Company. In the event that Consultant breaches or violates any of the terms and conditions of this Section 5, then, in addition to the other rights and remedies available to the Company hereunder or at law or equity, the vesting of all shares of restricted stock and stock appreciation rights granted to Consultant pursuant to Section 3(a) shall cease and terminate.

6. Intellectual Property Rights.

     (a) All information, data, documents and materials provided by the Company to Consultant, or acquired or learned by Consultant from the Company’s files, documents, employees or representatives in connection with the Services, shall remain the sole and exclusive property of the Company. Consultant shall obtain no rights whatsoever, whether under applicable

4

patent, copyright, trade secret laws or otherwise, in such information, data, documents or materials unless specifically provided in writing by the Company.

     (b) All information, drawings, plans, specifications, designs, reports, computations, calculations, presentations, working papers and other documents prepared by or on behalf of Consultant in furtherance of or in connection with the Services (collectively, the “Work Product”) will be and shall remain the sole and exclusive property of the Company and shall be delivered to the Company upon its request. The Company shall have full and unlimited right to use all of the same without any claim or right thereto by Consultant for any additional compensation for such use. Consultant further agrees that the Work Product and all other information developed or secured by Consultant during performance of the Services shall be kept strictly confidential and shall not be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, including by means of photocopying or reproduction, without the Company’s prior written consent. Consultant shall obtain no rights whatsoever, whether under applicable patent, copyright, trade secret laws or otherwise, in such Work Product and information unless specifically provided in writing by the Company. Consultant agrees to assign and hereby assigns to the Company all title, patents, patent rights, copyrights, mask work rights, trade secret rights and all other intellectual and industrial property rights of any sort anywhere in the world in connection with such Work Product. All works of authorship by Consultant under this Agreement will be “works made for hire” to the extent allowed by law.

7. Equitable Relief. Money damages would not be a sufficient remedy for any breach of Sections 4, 5 or 6 of this Agreement by either Party, and the Party not in breach of this Agreement shall be entitled to seek specific performance and injunctive relief as remedies upon proof of any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity to a Party.

8. Insurance. During the Term, Consultant shall be solely responsible for maintaining, at his own cost and expense, any insurance covering him, his activities and his business in his sole discretion.

9. Independent Contractor.

     (a) The Services performed by Consultant shall be as an independent contractor and not as an employee. Accordingly, with respect to this Agreement, Consultant is not entitled to the benefits provided by the Company to its employees, including, but not limited to, group insurance and participation in the Company’s employee benefit and pension plans.

     (b) In the event Consultant for any reason were to become eligible to participate in a Company-sponsored benefit program with respect to this Agreement, Consultant hereby waives any such right to participate in the program. This waiver of any right to participate in Company-sponsored employee benefit programs represents a material component of the terms of payment agreed to by the Parties. Further, Consultant is not an agent, partner, or joint venturer of the Company. Consultant shall not represent himself to third persons to be other than an independent consultant of the Company, nor shall Consultant permit himself to offer or agree to

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incur or assume any obligations or commitments in the name of the Company or for the Company without the prior written consent and authorization of the Company.

10. Taxes. Consultant shall be responsible for payment of all taxes arising out of Consultant’s activities under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. The Company will neither pay unemployment taxes on, nor withhold employment taxes from, any compensation it pays Consultant. Notwithstanding the foregoing, the Company shall have the right to withhold any and all taxes from payments due to Consultant under this Agreement to the extent that such withholding may be required by any governmental body claiming jurisdiction over any payment made to or earned by Consultant hereunder, and payment by the Company to the respective governmental office of the amount of money so withheld will relieve the Company from any further obligation to Consultant with respect to the amount so withheld.

11. Waiver. Failure of either Party at any time to require performance by the other Party of any provision hereof shall in no way affect the right of the Party hereafter to enforce the same. Nor shall any waiver by the either Party of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of this provision itself.

12. Applicable Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding applicable conflict-of-law rules or principles. The Parties agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be resolved by the courts of the State of Texas and of the United States of America located in the City of Houston. Both Parties irrevocably and unconditionally consent to submit to the exclusive jurisdiction of such courts for any legal suit, action or proceeding arising out of or relating to this Agreement (and agree not to commence any such legal suit, action or proceeding except in such courts). Notwithstanding the foregoing, this Section shall not limit either Party’s right to obtain any provisional or equitable remedy, including, without limitation, injunctive relief, from any court of competent jurisdiction, as may be necessary in the sole judgment of such Party to protect its rights hereunder.

13. Severability. The terms in this Agreement shall be enforceable to the fullest extent permitted by law. If any such term or covenant or the application thereof to any person or circumstance shall be construed to be invalid or unenforceable, then such term shall be construed in a manner as to permit its enforceability to the fullest extent permitted by law. The remaining provisions of this Agreement shall remain in full force and effect.

14. Successors and Assignment. This Agreement automatically shall be binding upon and shall inure to the benefit of any person, corporation or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of the Company by purchase, merger, consolidation or by any other means whatsoever, whether direct or indirect. This Agreement shall not be assigned by Consultant.

15. Termination.

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     (a) The Consultant may terminate this Agreement effective immediately upon written notice to the Company if the Company commits a payment breach of this Agreement and such breach is not cured within ten (10) business days after the Company receives written notice from Consultant of the breach.

     (b) The Company may terminate this Agreement effective immediately upon written notice to Consultant in the event Consultant breaches this Agreement and such breach is not cured within ten (10) business days after Consultant receives written notice from the Company of the breach.

     (c) Termination of this Agreement shall not relieve any Party from any obligation accruing or accrued to the date of such termination, nor deprive a Party not in default of any remedy otherwise available to it.

     (d) If either Party terminates this Agreement early under this Section 15, the provisions and obligations of Sections 4, 5 and 6 of this Agreement shall continue in full force and effect for the full time periods stated therein, as if this Agreement had not terminated early.

     The obligations of the Parties set forth in Sections 4, 5, 6, 8, 9, 10, and 15 shall survive the expiration or termination of this Agreement.

16. Other Agreements/Modifications. This Agreement supersedes all other preceding agreements or understandings between the Parties regarding the Services and constitutes the entire agreement of the Parties regarding the performance of the Services. Nothing in this Agreement shall affect, lessen or negate any of the existing rights or obligations of Consultant or the Company under any previous nondisclosure agreement, proprietary information agreement or any other agreement entered into by Consultant with or for the benefit of the Company in conjunction with Consultant’s previous employment with the Company. This Agreement may not be amended, modified, superseded, canceled, renewed, or extended without a written instrument executed by both Parties.

17. Representations. Consultant represents that Consultant is not a party to any restrictive agreement limiting Consultant’s activities in providing the Services. Consultant further represents that at the time of the execution of this Agreement, Consultant knows of no written or oral contract or of any other impediment that would inhibit or prohibit this consulting arrangement with the Company.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

	ION GEOPHYSICAL CORPORATION
/s/ Charles J. Ledet	By:	/s/ Signed
Charles J. Ledet		Name:

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Annex 1 — Schedule of Cash SAR Grants

No. of SARs	Grant Strike Price ($)
15,000		5.8125
12,500		11.10
10,000		9.38
12,500		3.35
25,000		9.84
40,000		6.20
25,000		9.97
25,000		15.43
70,000		15.43

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EX-99.1

Exhibit 99.1

ION Announces Appointment of Jim Hollis as President and COO
Hollis to Oversee all ION Business Units and Sales Teams

HOUSTON (December 4, 2008) — ION Geophysical Corporation (NYSE: IO) today announced that the ION Board of Directors has appointed Jim Hollis as President and Chief Operating Officer. In his new position, Hollis will oversee all operations of the Company, including all business units, sales and manufacturing. Hollis will report to Bob Peebler, who will continue as the Company’s Chief Executive Officer.

Bob Peebler commented, “We have restructured around a single operating executive to foster effective and speedy decision-making and to further strengthen collaboration among business units and functions in the Company. Jim’s appointment is a reflection of his outstanding leadership skills and his demonstrated ability to deliver results. I look forward to working closely with Jim to enhance teamwork across the Company and to strengthen our strategic position and customer relationships.”

In his previous role as Executive Vice President and Chief Operating Officer of ION Solutions, Hollis, age 47, was responsible for four of ION’s business units — Full-wave Land (FireFly^®), Seabed, GXT Imaging, and Integrated Seismic Solutions. Before his appointment to head ION’s newly formed Solutions group in January 2007, Hollis served as Vice President, Land Imaging Systems and Vice President, FireFly New Ventures.

Before joining ION in 2003, Hollis was General Manager of Exploration and Development Solutions for Landmark Graphics, a Halliburton subsidiary. During his tenure at Landmark, he served in leadership positions in product development, marketing, and operations. Hollis holds a B.S. in Geophysics from the University of California, Santa Barbara and an M.S. in Geophysics from the University of Utah.

     About ION

ION is a leading provider of geophysical technology, services, and solutions for the global oil & gas industry. ION’s offerings allow E&P operators to obtain higher resolution images of the subsurface to reduce the risk of exploration and reservoir development, and enable seismic contractors to acquire geophysical data more efficiently. Additional information about ION is available at www.iongeo.com.

The information included herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may vary fundamentally from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include risk factors that are disclosed by ION from time to time in its filings with the Securities and Exchange Commission.

     Contacts
     ION (Financial community)
     Chief Financial Officer
     Brian Hanson, +1 281.879.3672

     ION (Media affairs)
     Senior Manager — Corporate Marketing
     Jenny Salinas, +1 713.366.7286
     jenny.salinas@iongeo.com

The information included herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may vary fundamentally from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include risk factors that are disclosed by ION from time to time in its filings with the Securities and Exchange Commission.

EX-99.2

Exhibit 99.2

ION Appoints Two New Board Members

Eighty Years of Combined Experience in Advanced Technology Company Leadership

HOUSTON (December 5, 2008) — ION Geophysical Corporation (NYSE: IO) today announced the appointment of G. Thomas Marsh and Nick G. Vlahakis to its Board of Directors.

Marsh, age 65, retired in 2006 as Executive Vice President, Lockheed Martin Space Systems Company, a developer of advanced technologies for defense and space applications. From 1969 until its merger in 1995 to form Lockheed Martin Corporation, Marsh worked at Martin Marietta Corporation, most recently in the position of President, Manned Space Systems. After 1995, Marsh held positions of increasing responsibility within Lockheed Martin Corporation, including serving as President and General Manager of the Missiles and Space Operations business unit from 2002 until his appointment as Executive Vice President in 2003.

Vlahakis, age 60, retired in 2005 as Executive Vice President and Chief Operating Officer with Alliant Techsystems Inc. (ATK), a supplier of aerospace and defense technologies. In 1982, Vlahakis began working for Hercules Aerospace Company, a supplier of aerospace products, most recently in the position of VP and General Manager, Tactical Propulsion Facility. Vlahakis joined Alliant in 1995 when Alliant acquired Hercules. He served in a number of senior leadership positions at Alliant, including Group Vice President, Defense, from which he was appointed to the role of Chief Operating Officer in 2002.

Commenting on the appointments, Mr. Jay Lapeyre, Chairman of the ION Board of Directors, stated, “When the search process began to find a replacement for our retiring director Sam Smith, we knew it would be challenging to find a single qualified individual with proven leadership skills and broad management experience in advanced technology companies. We were fortunate to find two candidates who fit the profile we were looking for. Both Tom and Nick bring a wealth of experience in managing complex, technology-centered programs requiring fail-safe quality and reliability. They led their respective companies through several cycles of growth and are uniquely positioned to share their perspectives on how to attract and develop talent in science-intensive organizations.”

With the addition of Marsh and Vlahakis, the ION Board of Directors is now comprised of eight independent directors and ION Chief Executive Officer, Bob Peebler. Additional biographical information on all of ION’s directors can be found at www.iongeo.com/About_Us/Leadership.

About ION

ION is a leading provider of geophysical technology, services, and solutions for the global oil & gas industry. ION’s offerings allow E&P operators to obtain higher resolution images of the subsurface to reduce the risk of exploration and reservoir development, and enable seismic contractors to acquire geophysical data more efficiently. Additional information about ION is available at www.iongeo.com.

Contacts

ION (Financial community)
Chief Financial Officer
Brian Hanson, +1 281.879.3672

ION (Media affairs)
Senior Manager — Corporate Marketing
Jenny Salinas, +1 713.366.7286
jenny.salinas@iongeo.com