AMENDED AND RESTATED INPUT/OUTPUT, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(AS AMENDED JANUARY 17, 1997 AND JUNE 30, 1997)
PURPOSE
The purpose of the Plan is to promote the long-term growth of the Company
by increasing the proprietary interest of Non-Employee Directors in the Company,
and to attract and retain highly qualified and capable Non-Employee Directors by
allowing these Non-Employee Directors to participate in the long-term growth and
financial success of the Company.
ARTICLE I
DEFINITIONS
For the purpose of this Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:
1.1 "Board" means the board of directors of the Company.
1.2 "Change in 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 of
the assets of the Company (a "Business Combination"), in each case unless,
following such Business Combination, the holders of the outstanding Common Stock
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 1934 Act) or any "group" (as such term is used in
Rule 13d-5 promulgated under the 1934 Act), other than the Company, any
successor to the Company or any Subsidiary or any employee benefit plan of the
Company or any Subsidiary (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 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
election, 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.
1.3 "Code" means the Internal Revenue Code of 1986, as amended.
1.4 "Common Stock" means the common stock which the Company is currently
authorized to issue or may in the future be authorized to issue.
1.5 "Company" means Input/Output, Inc., a Delaware corporation.
1.6 "Date of Grant" means the effective date on which an option is awarded
to a Participant as set forth in the relevant stock option agreement.
1.7 "Discretionary Grants" shall have the meaning set forth in Section 4.3
hereof.
1.8 "Fair Market Value" of the Company's shares of Common Stock means (i)
the closing sale price per share on the principal securities exchange on which
the Common Stock is traded (or if there is no sale on the relevant date, then on
the last previous day on which a sale was reported), or (ii) the mean between
the closing or average (as the case may be) bid and asked prices per share of
Common Stock on the over-the-counter market, whichever is applicable.
1.9 "First Grant" shall have the meaning set forth in Section 4.2 hereof.
1.10 "1934 Act" means the Securities Exchange Act of 1934, as amended.
1.11 "Non-Employee Director" means a director of the Company who is not an
employee of the Company or any Subsidiary.
1.12 "Nonqualified Stock Option" or "Stock Option" means an option to
purchase shares of Common Stock granted to a Participant pursuant to Article IV
and which is not intended to qualify as an incentive stock option under Section
422 of the Code.
1.13 "Participant" means any Non-Employee Director who is, or who is
proposed to be, a recipient of a Stock Option pursuant to the terms of this
Plan.
1.14 "Plan" means the Input/Output, Inc. Non-Employee Director Stock Option
Plan, as it may be amended from time to time.
1.15 "Second Grant" shall have the meaning set forth in Section 4.2 hereof.
1.16 "Stock Dividend" means a dividend or other distribution declared on
the shares of Common Stock payable in (i) capital stock of the Company or any
Subsidiary of the Company, or (ii) rights, options or warrants to receive or
purchase capital stock of the Company or any Subsidiary of the Company, or
(iii) securities convertible into or exchangeable for capital stock of the
Company or any Subsidiary of the Company, or (iv) any capital stock received
upon the exercise, or with respect to, the foregoing.
1.17 "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of granting of the
Stock Option, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain,
and "Subsidiaries" means more than one of any such corporations.
1.18 "Third Grant" shall have the meaning set forth in Section 4.2 hereof.
ARTICLE II
ADMINISTRATION
Except as expressly set forth in Section 4.3 concerning Discretionary
Grants, the Plan shall be administered in accordance with the terms of this
Article II by the Compensation Committee (the "Committee") of the Board, which
shall consist of at least two members. 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
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membership of the Committee may be filled by appointment by the Board. Each
member of the Committee, at the time of his appointment to the Committee and
while he is a member thereof, must be a "disinterested person", as that term
is defined in Rule 16b-3 promulgated under the 1934 Act, and an "outside
director" under Section 162(m) of the Code.
The Board shall select one of its members to act as the Chairman of the
Committee, and the Committee shall make such rules and regulations for its
operation as it deems appropriate. 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 have full authority and responsibility to administer
the Plan, including authority to interpret and construe any provision of the
Plan and to adopt such rules and regulations for administering the Plan as it
may deem necessary. Except as provided below, any interpretation,
determination, or other action made or taken by the Committee shall be final,
binding, and conclusive on all interested parties, including the Company and all
Participants.
ARTICLE III
SHARES SUBJECT TO THE PLAN
Subject to the provisions of Articles X and XI of the Plan, the aggregate
number of shares which may be issued to Participants under grants of Stock
Options made by the Committee under the Plan shall not exceed 400,000. In the
event that shares of Common Stock are delivered to the Company in full or
partial payment of the exercise price for the exercise of a stock option granted
under the Plan in accordance with Article V of this Plan, the number of shares
available for future grants of options under the Plan shall be reduced only by
the net number of shares issued upon the exercise of the option.
Shares to be distributed and sold may be made available from either
authorized but unissued Common Stock or Common Stock held by the Company in its
treasury. Shares that by reason of the expiration or unexercised termination of
a Stock Option are no longer subject to purchase may be reoffered under the
Plan.
ARTICLE IV
STOCK OPTION GRANTS
4.1 ELIGIBILITY. Only Non-Employee Directors serving as such as of the
Date of Grant shall be eligible to receive grants of Stock Options under this
Plan.
4.2 NON-DISCRETIONARY GRANT OF STOCK OPTIONS. On the first business day
of November 1996, each person who is a then a Non-Employee Director shall be
granted a Nonqualified Stock Option to purchase 20,000 shares of Common Stock.
Thereafter, on the first business day of November 1997, each such Non-Employee
Director shall be granted a Nonqualified Stock Option to purchase 10,000 shares
and on the first business day of November 1998, each such Non-Employee Director
shall be granted a Nonqualified Stock Option to purchase 10,000 shares.
With respect to any Non-Employee Director who joins the Board after the
first business day of November 1996, on that date on which such person is first
elected or otherwise commences serving as a Non-Employee Director, such person
shall be granted a Nonqualified Stock Option to purchase 20,000 shares.
Thereafter, on the first business day of the immediately succeeding November
following such date, such Non-Employee Director shall be granted a Nonqualified
Stock Option to purchase 10,000 shares, and on the first business day of the
November immediately succeeding the date that such 10,000-share Stock Option was
granted, such Non-Employee Director shall be granted an additional Nonqualified
Stock Option to purchase 10,000 shares.
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The first grant of a Nonqualified Stock Option for 20,000 shares pursuant
to this Section 4.2 is herein referred to as the "First Grant"; the second grant
and third grant of Nonqualified Stock Options for 10,000 shares each pursuant to
this Section 4.2 is herein referred to as the "Second Grant" and the "Third
Grant," respectively.
Notwithstanding any provision contained herein to the contrary, any non-
elective grant made pursuant to this Section 4.2 shall be conditioned on the
availability of sufficient shares reserved for issuance under the terms of the
Plan at the Date of Grant of such Stock Option. In the event that insufficient
shares are then available, the number of shares under Nonqualified Stock Options
to be granted shall be reduced to the extent shares are then so available, on
the basis of the seniority of the Non-Employee Directors then eligible for
grants hereunder (with the Non-Employee Directors having less time of service on
the Board being first subject to reduction of the number of shares to be granted
under their particular Stock Option), or on such other basis as deemed advisable
or appropriate under the circumstances as determined by the Committee.
4.3 DISCRETIONARY STOCK OPTION GRANTS. In addition to the Nonqualified
Stock Option grants provided for in Section 4.2, the Board shall have full power
and authority, in its sole discretion, to grant Nonqualified Stock Options
hereunder to any or all Non-Employee Directors at such time or times, in such
amounts, and upon such terms and conditions as the Committee, in its sole
discretion, may prescribe. Grants of Nonqualified Stock Options pursuant to
this Section 4.3 are referred to herein as "Discretionary Grants."
4.4 GRANTS EVIDENCED BY AGREEMENT. Each grant of Stock Options shall be
evidenced by a stock option agreement setting forth the number of shares subject
to the Stock Option, the option exercise price, the option period of the Stock
Option, and such other terms and provisions as, except to the extent permitted
herein, are not inconsistent with the Plan.
4.5 EXERCISE PRICE. The exercise price for a Stock Option shall be equal
to the Fair Market Value per share of the Common Stock on the Date of Grant.
Notwithstanding anything to the contrary contained in this Section 4.5, the
exercise price of each Stock Option granted pursuant to the Plan shall not be
less than the par value per share of the Common Stock.
4.6 VESTING; OPTION PERIOD. Each Stock Option shall vest and be
exercisable as follows: The First Grant Stock Options shall vest in 33.33%
installments on the first, second and third anniversary dates of the First
Grant; the Second Grant Stock Options shall vest in 50% installments on the
first and second anniversary dates of the Second Grant; and the Third Grant
Stock Options shall be fully exercisable on and after the first anniversary
date of the Third Grant. In addition, Discretionary Grant Stock Options
shall vest in 33.33% consecutive annual installments commencing on the first
anniversary date of each such Discretionary Grant, or as the Board shall
otherwise prescribe. In no event shall the period of time during which a
Nonqualified Stock Option may be exercised exceed ten years from the Date of
Grant of the Stock Option in question. No Stock Option may be exercised at
any time after the expiration of its option period. A Stock Option, or
portion thereof, may be exercised in whole or in part only with respect to
whole shares of Common Stock.
ARTICLE V
EXERCISE OF STOCK OPTIONS
Full payment for shares purchased upon exercise of a Stock Option shall be
made in cash or by the Participant's delivery to the Company of shares of Common
Stock which have a Fair Market Value equal to the exercise price (or in any
combination of cash and shares of Common Stock having an aggregate Fair Market
Value equal to the exercise price). No shares may be issued until full payment
of the purchase price therefor has been made, and a Participant will have none
of the rights of a stockholder until shares are issued
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to him. Additionally, shares covered by a Stock Option may be purchased upon
exercise, in whole or in part, in accordance with the applicable stock option
agreement, by authorizing a third party to sell the shares (or a sufficient
portion thereof) acquired upon exercise of a Stock Option, and assigning the
delivery to the Company of a sufficient amount of the sale proceeds to pay
for all the shares acquired through such exercise and any tax withholding
obligations resulting from such exercise.
ARTICLE VI
TERMINATION OF EMPLOYMENT OR SERVICE
In the event a Participant shall cease to serve in his capacity as a
director of the Company for any reason other than death, disability or
retirement pursuant to Company policies, such Participant's Stock Options may be
exercised by the Participant for a period of one hundred eighty (180) days after
the Participant's termination of service, or until expiration of the applicable
Option Period (if sooner), to the extent of the shares with respect to which
such Stock Options could have been exercised by the Participant on the date of
termination, and thereafter to the extent not so exercised, such Stock Options
shall terminate. In addition, a Participant's Stock Options may be exercised as
follows in the event of such Participant's death, disability or retirement:
(a) DEATH. In the event of death while serving as a director, all
unmatured installments of Stock Options outstanding shall thereupon
automatically be accelerated and become fully vested and exercisable in
full, and the Stock Option may be exercised for a period of twelve (12)
months after the Participant's death or until expiration of the Stock
Option period (if sooner), by the Participant's estate or personal
representative, or by the person who acquired the right to exercise the
Stock Option by bequest or inheritance or by reason of the Participant's
death; and
(b) DISABILITY OR RETIREMENT. In the event of termination of service
as a director as the result of a total and permanent disability (as defined
in Section 22(e) of the Code) or retirement as a director pursuant to
standard Company policies applicable to directors, then all unmatured
installments of Stock Options outstanding shall thereupon automatically be
accelerated and become fully vested and exercisable in full, and the Stock
Option may be exercised by the Participant or his guardian or legal
representative for a period of twelve (12) months after such termination or
until expiration of the Stock Option period (if sooner).
ARTICLE VII
AMENDMENT OR DISCONTINUANCE
The Board may at any time and from time to time, without the consent of the
Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or
in part.
In addition, the Board shall have the power to amend the Plan in any manner
advisable in order for Stock Options granted under the Plan to qualify for the
exemption provided by Rule 16b-3 (or any successor rule relating to exemption
from Section 16(b) of the 1934 Act), including amendments as a result of changes
to Rule 16b-3 or the regulations thereunder to permit greater flexibility with
respect to Stock Options granted under the Plan, and any such amendment shall,
to the extent deemed necessary or advisable by the Committee, be applicable to
any outstanding Stock Options theretofore granted under the Plan,
notwithstanding any contrary provisions contained in any stock option agreement.
In the event of any such amendment to the Plan, the holder of any Stock Option
outstanding under the Plan shall, upon request of the Committee and as a
condition to the exercisability thereof, execute a conforming amendment in the
form prescribed by the Committee to any stock option agreement relating thereto
within such reasonable time as the Committee shall specify in such request.
Notwithstanding anything contained in this Plan to the contrary, unless required
by law, no action contemplated or permitted by this Article VII shall adversely
affect any
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rights of Participants or obligations of the Company to Participants with
respect to any Stock Options theretofore granted under the Plan without the
consent of the affected Participant.
ARTICLE VIII
EFFECT OF THE PLAN
Neither the adoption of this Plan nor any action of the Board or the
Committee shall be deemed to give any director any right to be granted a Stock
Option to purchase or receive Common Stock of the Company or any other rights
except as may be evidenced by a stock option agreement, or any amendment
thereto, duly authorized by and executed on behalf of the Company and then only
to the extent of and upon the terms and conditions expressly set forth therein.
ARTICLE IX
TERM
The Plan shall be submitted to the Company's stockholders for their
approval. Unless sooner terminated by action of the Board, the Plan will
terminate on the 12th day of July, 2006. Stock Options under the Plan may not
be granted after that date, but Stock Options granted before that date will
continue to be effective in accordance with their terms and conditions.
ARTICLE X
CAPITAL ADJUSTMENTS
If at any time while the Plan is in effect or unexercised Stock Options are
outstanding there shall be any increase or decrease in the number of issued and
outstanding shares of Common Stock through the declaration of a Stock Dividend
or through any recapitalization resulting in a stock split-up, combination, or
exchange of shares of Common Stock, then and in such event:
(i) An appropriate adjustment shall be made in the maximum
number of shares of Common Stock then subject to being awarded under
grants pursuant to the Plan, to the end that the same proportion of
the Company's issued and outstanding shares of Common Stock shall
continue to be subject to being so awarded; and
(ii) Appropriate adjustments shall be made in the number of
shares of Common Stock and the exercise price per share thereof then
subject to purchase pursuant to each such Stock Option previously
granted and unexercised, to the end that the same proportion of the
Company's issued and outstanding shares of Common Stock in each
instance shall remain subject to purchase at the same aggregate
exercise price.
Any fractional shares resulting from any adjustment made pursuant to this
Article X shall be eliminated for the purposes of such adjustment. Except as
otherwise expressly provided herein, the issuance by the Company of shares of
its capital stock of any class, or securities convertible into shares of capital
stock of any class, either in connection with direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of or exercise price of shares of Common Stock then subject to
outstanding Stock Options granted under the Plan.
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ARTICLE XI
RECAPITALIZATION, MERGER AND CONSOLIDATION
(a) The existence of this Plan and Stock Options granted hereunder
shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior preference
stocks ranking prior to or otherwise affecting the Common Stock or the
rights thereof (or any rights, options or warrants to purchase same), or
the dissolution or liquidation of the Company, or any sale or transfer of
all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.
(b) Subject to any required action by the stockholders, if the
Company shall be the surviving or resulting corporation in any merger or
consolidation, any outstanding Stock Option granted hereunder shall pertain
to and apply to the securities or rights (including cash, property or
assets) to which a holder of the number of shares of Common Stock subject
to the Stock Option would have been entitled. Notwithstanding any other
provision of the Plan, and without affecting the number of shares reserved
or available hereunder, the Committee shall authorize the issuance,
continuation or assumption of outstanding Stock Options or provide for
other equitable adjustments after changes in the shares of Common Stock
resulting from any merger, consolidation, sale of assets, acquisition of
property or stock, recapitalization, reorganization, or similar occurrence
in which the Company is the continuing or surviving corporation, upon such
terms and conditions as it may deem necessary in order to preserve
Participants' rights under the Plan.
(c) In the event of any reorganization, merger or consolidation
pursuant to which the Company is not the surviving or resulting
corporation, or of any proposed sale of substantially all of the assets of
the Company, there may be substituted for each share of Common Stock
subject to the unexercised portions of such outstanding Stock Option that
number of shares of each class of stock or other securities or that amount
of cash, property or assets of the surviving or consolidated company which
were distributed or distributable to the stockholders of the Company in
respect of each share of Common Stock held by them, such outstanding Stock
Options to be thereafter exercisable for such stock, securities, cash or
property in accordance with their terms.
(d) In the event of a Change in Control of the Company, then,
notwithstanding any other provision in the Plan to the contrary, all
unmatured installments of Stock Options outstanding shall thereupon
automatically be accelerated and exercisable in full.
(e) Upon the occurrence of each event requiring an adjustment of the
exercise price and/or the number of shares purchasable pursuant to Stock
Options granted pursuant to the terms of this Plan, the Company shall mail
forthwith to each Participant a copy of its computation of such adjustment
which shall be conclusive and shall be binding upon each such Participant,
except as to any Participant who contests such computation by written
notice to the Company within thirty (30) days after receipt thereof by such
Participant.
ARTICLE XII
OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS
GRANTED BY OTHER CORPORATIONS
Stock Options may be granted under the Plan from time to time in
substitution for such stock options held by directors of a corporation who
become or are about to become directors of the Company as the result
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of a merger or consolidation of the corporation with the Company or a
Subsidiary or the acquisition by either of the foregoing of stock of the
corporation as the result of which it becomes a Subsidiary.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
13.1 EXERCISE OF STOCK OPTIONS. Stock Options granted under the Plan may
be exercised during the option period, at such times and in such amounts, in
accordance with the terms and conditions and subject to such restrictions as are
set forth herein and in the applicable stock option agreements. Notwithstanding
anything to the contrary contained herein, Stock Options may not be exercised,
nor may shares be issued pursuant to a Stock Option if any necessary listing of
the shares on a stock exchange or any registration or qualification under state
or federal securities laws required under the circumstances has not been
accomplished.
13.2 LIMITED ASSIGNABILITY. A Stock Option granted to a Participant may
not be transferred or assigned, other than (i) by will or the laws of descent
and distribution or (ii) pursuant to a qualified domestic relations order (as
defined in Section 401(a)(13) of the Code or Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended). In addition, the Committee
may, in its discretion, authorize all or a portion of the Stock Options granted
to a Participant to be on terms which permit transfer by such Participant to (A)
the spouse, ex-spouse, children, step children or grandchildren of the
Participant ("Immediate Family Members"), (B) a trust or trusts for the
exclusive benefit of one or more Immediate Family Members, (C) a partnership or
limited liability company in which one or more Immediate Family Members are the
only partners or members, (D) an entity exempt from federal income tax pursuant
to Section 501(c)(3) of the Code or any successor provision and/or (E) a split
interest trust or pooled income fund described in Section 2522(c)(2) of the Code
or any successor provision, so long as (x) the stock option agreement evidencing
any Stock Option granted pursuant to this Plan is approved by the Committee and
expressly provides for transferability in a manner consistent with this Section
13.2, and (y) subsequent transfers of such Stock Option shall be prohibited
except for transfers by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order (as described above). Furthermore, the
Committee may, in its discretion, authorize all or a portion of the Stock
Options granted to a Participant to be on terms which permit transfer by such
Participant to other entities or persons to whom the Committee may in its
discretion permit transfers of Stock Options.
Following transfer, such Stock Option shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer,
provided that for purposes of Articles II, III, V, VII, X, XI and XIII of this
Plan the term "Participant" shall be deemed to include the transferee. The
provisions of Article VI of this Plan concerning events of termination of
service shall continue to be applied with respect to the original Participant,
following which event(s) any such affected stock options shall be exercisable by
the transferee only to the extent and for the periods specified therein or in
the stock option agreement. The Committee and the Company shall have no
obligation to inform any transferee of a Stock Option of any expiration,
termination, lapse or acceleration of such Stock Option. Subject to the
foregoing, during a Participant's lifetime, Stock Options granted to a
Participant may be exercised only by the Participant or, if the particular stock
option agreement so provides, by the Participant's guardian or legal
representative. The designation by a Participant of a beneficiary will not
constitute a transfer of the Stock Option.
13.3 INVESTMENT INTENT. The Company may require that there be presented to
and filed with it by any Participant(s) under the Plan, such evidence as it may
deem necessary to establish that the Stock Options granted or the shares of
Common Stock to be purchased or transferred are being acquired for investment
and not with a view to their distribution.
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13.4 STOCKHOLDERS' RIGHTS. The holder of a Stock Option shall have none
of the rights or privileges of a stockholder except with respect to shares
which have been actually issued.
13.5 INDEMNIFICATION OF BOARD AND COMMITTEE. No current or previous
member of the Board or the Committee, nor any officer or employee of the
Company acting on behalf of the Board or the Committee, shall be personally
liable for any action, determination, or interpretation taken or made in good
faith with respect to the Plan, and all such members of the Board or the
Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action, determination or
interpretation. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such individuals
may be entitled under the Company's Certificate of Incorporation or Bylaws,
as a matter of law, or otherwise.
13.6 INTERPRETATION. Where the context permits, words in the masculine
gender shall include the feminine and neuter genders, the plural form of a
word shall include the singular form, and the singular form of a word shall
include the plural form. All references in this Plan to sections of the Code
or ERISA shall be deemed to include any successor provisions to such sections
as contained in any laws or regulations adopted or promulgated subsequent to
August 1, 1996.
ARTICLE XIV
EFFECTIVE DATE
This Plan will be submitted for approval by the stockholders of the Company
at the 1996 annual meeting of stockholders of the Company and, if approved by
the stockholders in accordance with applicable law, the Plan will be effective
as of the date of its approval by the Board and will continue in effect until
the expiration of its term or until earlier terminated, amended, or suspended in
accordance with the terms hereof. If stockholder approval is not obtained at the
1996 annual meeting of stockholders, the Plan shall be nullified.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed pursuant to prior action taken by the Board.
INPUT/OUTPUT, INC.
By: /s/ GARY D. OWENS
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Name: GARY D. OWENS
Title: PRESIDENT
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