Input/Output, Inc. 2000 Restricted Stock Plan

INPUT/OUTPUT, INC.
2000 RESTRICTED STOCK PLAN


The Input/Output, Inc. 2000 Restricted Stock Plan (hereinafter called the "Plan") was adopted by the Board of Directors of Input/Output, Inc., a Delaware corporation (hereinafter called the "Sponsoring Company"), effective as of March 13, 2000.


ARTICLE 1
PURPOSE


The purpose of the Plan is to attract and retain the services of key management employees of the Company and its Subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of restricted stock that will


(a) increase the interest of such persons in the
Company's welfare;


(b) furnish an incentive to such persons to continue
their services for the Company;


(c) provide a means through which the Company may
attract able persons as employees; and


(d) in instances where authorized by the Committee,
provide certain key employees additional incentives
to make substantial contributions to the Company's
growth measured by the attainment of performance
goals.


ARTICLE 2
DEFINITIONS


For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated:


2.1 "Award" means a grant of Restricted Stock under the Plan.


2.2 "Award Agreement" means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.


2.3 "Board" means the board of directors of the Company.


2.4 "Change of Control" means the occurrence of any of the following events: (i) there shall be consummated any merger or consolidation pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, or any sale, lease, exchange or other disposition (excluding disposition by way of mortgage, pledge or hypothecation), in one transaction or a series of related transactions, of all or substantially all the assets of the Company (a "Business Combination"), in each case unless, following such Business Combination, the holders of the outstanding Common Stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the outstanding common stock or equivalent equity interests of the corporation or entity resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding common stock, (ii) the stockholders of the Company approve any plan or proposal for the complete liquidation or dissolution of the Company, (iii) any "person" (as such term is defined in Section 3(a)(9) or Section 13(d)(3) under the Securities


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Exchange Act of 1934 (the "1934 Act") or any "group" (as such term is used in Rule 13d-5 promulgated under the 1934 Act) other than an Employer or a successor of an Employer, or any employee benefit plan of an Employer (including such plan's trustee), becomes a beneficial owner for purposes of Rule 13d-3 promulgated under the 1934 Act, directly or indirectly, of securities of the Company representing 40% or more of the Company's then outstanding common securities having the right to vote in the election of directors, or (iv) during any period of two consecutive years, individuals who, at the beginning of such period constituted the entire Board, cease for any reason (other than death) to constitute a majority of the directors, unless the elections, or the nomination for election by the Company's stockholders, of each new director was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of the period. For purposes of this definition, the term "Company" shall include any successor or assignee of such corporation, which successor or assignee assumes such status other than pursuant to an event or occurrence constituting a "Change of Control."


2.5 "Code" means the Internal Revenue Code of 1986, as amended.


2.6 "Committee" means the committee appointed or designated by the Board to administer the Plan in accordance with Article 3 of this Plan.


2.7 "Common Stock" means the common stock, par value $0.01 per share, which the Company is currently authorized to issue or may in the future be authorized to issue.


2.8 "Date of Grant" means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement.


2.9 "Employee" means common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 3401(c) of the Code) of the Company or any Subsidiary of the Company.


2.10 "Employer" shall mean the Company or any affiliated company or Subsidiary of the Company that adopts the Plan.


2.11 "Fair Market Value" of a share of Common Stock is the closing sales price per share on the New York Stock Exchange Consolidated Tape, or such reporting service as the Committee may select, on the appropriate date, or in the absence of reported sales on such day, the most recent previous day for which sales were reported.


2.12 "Participant" shall mean an Employee of the Company or a Subsidiary to whom an Award is granted under this Plan.


2.13 "Plan" means this Input/Output, Inc. 2000 Restricted Stock Plan, as amended from time to time.


2.14 "Restricted Stock" means shares of Common Stock issued or transferred to a Participant pursuant to this Plan which are subject to restrictions or limitations set forth in this Plan and in a related Award Agreement.


2.15 "Restriction Period" shall have the meaning set forth in Section 6.5(a) hereof.


2.16 "Retirement" means any Termination of Service solely due to retirement after attaining age 65, or permitted early retirement as determined by the Committee.


2.17 "Subsidiary" means (i) any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain, (ii) any limited partnership, if the Company or any corporation described in item (i) above owns a majority of the general partner interests and a majority of the limited partners' interests entitled to vote on the removal and


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replacement of the general partner, and (iii) any general partnership or limited liability company, if the partners or members thereof are composed only of the Company, any corporation listed in item (i) above or any limited partnership listed in item (ii) above. "Subsidiaries" means more than one of any such corporations, limited partnerships, general partnerships or limited liability companies.


2.18 "Termination of Service" occurs when a Participant who is an Employee of the Company or any Subsidiary shall cease to serve as an Employee of the Company and its Subsidiaries, for any reason.


2.19 "Total and Permanent Disability" means the Participant's total and permanent disability, as that term is described in Section 22(e) of the Code.


ARTICLE 3
ADMINISTRATION


The Plan shall be administered by the Compensation Committee of the Board or another committee appointed by the Board (the "Committee"). The Committee shall consist of not fewer than two persons. Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board. Any vacancy occurring in the membership of the Committee may be filled by appointment by the Board.


The Committee shall select one of its members to act as its Chairman. A majority of the Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee.


The Committee shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall set forth in each related Award Agreement, the Date of Grant and such other terms, provisions, limitations, and performance requirements (if any), as are approved by the Committee, but not inconsistent with the Plan.


The Committee, in its discretion, shall (i) interpret the Plan, (ii) prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the Plan, and (iii) make such other determinations and take such other action as it deems necessary or advisable in the administration of the Plan. Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties.


ARTICLE 4
ELIGIBILITY


Employees who are eligible to participate in the Plan (including an Employee who is also a director or an officer) are those Employees whom the Committee determines are key Employees. The Committee, upon its own action, may grant, but shall not be required to grant, an Award to any Employee or potential Employee of the Company or any Subsidiary. Awards may be granted by the Committee at any time and from time to time to new Participants, or to existing Participants, or to a greater or lesser number of Participants, and may include or exclude previous Participants, as the Committee shall determine. Except as required by this Plan, all Awards shall not be required to contain the same or similar provisions. The Committee's determinations under the Plan (including without limitation determinations of which Employees or potential Employees, if any, are to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among Employees who receive, or are eligible to receive, Awards under the Plan.


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ARTICLE 5
SHARES SUBJECT TO PLAN


Subject to adjustment as provided in Articles 9 and 10, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is (a) Two Hundred Thousand (200,000) shares; plus (b) any shares of Common Stock previously subject to Awards which are forfeited, termin ...