EXHIBIT 10.5
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
by and between Input/Output, Inc., a Delaware corporation (hereinafter referred
to as "Employer"), and David L. Roland, an individual currently resident in
Harris County, Texas (hereinafter referred to as "Employee"), effective as of
June 15, 2004 (the "Effective Date").
WITNESSETH:
WHEREAS, attendant to Employee's employment by Employer, Employer and
Employee wish for there to be a complete understanding and agreement between
Employer and Employee with respect to, among other terms, Employee's duties and
responsibilities to Employer; the compensation and benefits owed to Employee;
the fiduciary duties owed by Employee to Employer; Employee's obligation to
avoid conflicts of interest, disclose pertinent information to Employer, and
refrain from using or disclosing Employer's information;
WHEREAS, Employer considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing its best
interests and the best interests of its stockholders;
WHEREAS, the Board of Directors of Employer (the "Board") has
determined that appropriate steps should be taken to encourage the continued
attention and dedication of members of Employer's management; and
WHEREAS, Employer and Employee wish to enter into this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Employer and Employee agree as
follows:
Section 1. General Duties of Employer and Employee.
(a) Employer agrees to employ Employee and Employee agrees to
accept employment by Employer and to serve Employer in an executive capacity as
its Vice President - General Counsel and Corporate Secretary. At the
commencement of this Agreement, Employee will report to the Executive Vice
President and Chief Financial Officer of Employer. The powers, duties and
responsibilities of Employee as Vice President - General Counsel and Corporate
Secretary include those duties that are the usual and customary powers, duties
and responsibilities of such office, including those powers, duties and
responsibilities specified in Employer's Bylaws, and such other and further
duties appropriate to such position as may from time to time be assigned to
Employee by the Executive Vice President and Chief Financial Officer or the
Board.
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(b) While employed hereunder, Employee will devote
substantially all reasonable and necessary time, efforts, skills and attention
for the benefit of and with Employee's primary attention to the affairs of
Employer in order that he may faithfully perform his duties and obligations. The
preceding sentence will not, however, be deemed to restrict Employee from
attending to matters or engaging in activities not directly related to the
business of Employer, provided that (i) such activities or matters are
reasonable in scope and time commitment and not otherwise in violation of this
Agreement, and (ii) Employee will not become a director or officer of (or hold
any substantially similar responsibility with) any corporation or other entity
(excluding charitable or other non-profit organizations) without prior written
disclosure to, and consent of, Employer.
(c) At the commencement of Employee's employment by Employer,
Employee will be based at Employer's corporate headquarters located at 12300
Parc Crest Drive, Stafford, Texas 77008 (the "Place of Employment").
(d) Employee agrees and acknowledges that as an officer and
employee of Employer, and consistent with the terms hereof, he owes a fiduciary
duty of loyalty, fidelity and allegiance to act at all times in the best
interests of Employer and to do no act knowingly which would injure Employer's
business, its interests or its reputation.
Section 2. Compensation and Benefits.
(a) Employer will pay to Employee during the term of this
Agreement a base salary at the rate of $175,000 per annum (such base salary as
increased by the Compensation Committee of the Board as hereinafter provided is
referred to herein as the "Base Salary"). The Compensation Committee of the
Board will review the Base Salary from time to time and, during the term of this
Agreement, may increase, but may not decrease, the Base Salary. The Base Salary
will be paid to Employee in equal installments every two weeks or on such other
schedule as Employer may establish from time to time for its management
personnel.
(b) Employee will be eligible to participate in Employer's
Incentive Compensation Plan for the fiscal year 2004 with a potential target of
40% and a maximum of 60% of Employee's Base Salary for such fiscal year. Any
incentive earned in fiscal year 2004 will be prorated based on Employee's actual
period of employment during such fiscal year. During each subsequent fiscal year
during the term of this Agreement, Employee will be eligible, in the Board's
sole discretion, to participate in that year's Incentive Compensation Plan or
other replacement incentive or bonus plan Employer establishes for its key
executives.
(c) Employee will be eligible for option grants to purchase
shares of Employer's common stock, $.01 par value ("Common Stock"), or other
equity securities of Employer as provided under Employer's 2000 Long-Term
Incentive Plan (or other stock option plan or plans Employer establishes for its
key executives); such grants to be made in the sole discretion of the Board or a
duly authorized committee of the Board.
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(d) Subject to Compensation Committee approval, Employer will
issue to Employee 25,000 stock options to be granted in 2004. Such stock options
will vest 25% annually over a four year period on the anniversary date of
Employee's employment. The stock option exercise price will be set at the time
of Compensation Committee approval. All terms of the stock options will be
determined by the Employer's Option Agreement and any amendments to it.
(e) Subject to Compensation Committee approval, the Employer
will award Employee 10,000 shares of I/O restricted stock. The restricted stock
will vest 33% annually over a three year period on the anniversary date of
Employee's employment.
(f) Employee will be eligible to participate in Employer's
Deferred Compensation Plan (or any replacement deferred compensation plan
Employer establishes for its key executives).
(g) Employee will accrue vacation pay of 4.615 hours per pay
period. Vacation may be taken by Employee at the time and for such periods as
may be mutually agreed upon between Employer and Employee.
(h) Employee will be reimbursed in accordance with Employer's
normal expense reimbursement policy for all of the actual and reasonable costs
and expenses incurred by him or her in the performance of his services and
duties hereunder, including, but not limited to, travel and entertainment
expenses. Employee will furnish Employer with all invoices and vouchers
reflecting amounts for which Employee seeks Employer's reimbursement.
(i) Employee will be entitled to participate in all insurance
and retirement plans, incentive compensation plans (at a level appropriate to
his or her position) and such other benefit plans or programs as may be in
effect from time to time for the key management employees of Employer including,
without limitation, those related to savings and thrift, retirement, welfare,
medical, dental, disability, salary continuance, accidental death, travel
accident, life insurance, incentive bonus, membership in business and
professional organizations, and reimbursement of business and entertainment
expenses. Specifically, Employee will be entitled to participate in the
Input/Output, Inc. Deferred Compensation Plan as long as it is made available to
other key management employees.
(j) Employer, during the term of this Agreement and thereafter
without limit of time, will indemnify Employee for claims and expenses to the
extent provided in Employer's Certificate of Incorporation and Bylaws. Employer
will also provide Employee coverage under Employer's policy or policies of
directors' and officers' liability insurance to the same extent as other
executive officers of Employer during the term of this Agreement.
(k) All Base Salary, bonus and other payments made by Employer
to Employee pursuant to this Agreement will be subject to such payroll and
withholding deductions
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as may be required by law and other deductions applied generally to employees of
Employer for insurance and other employee benefit plans in which Employee
participates.
Section 3. Fiduciary Duty; Confidentiality.
(a) In keeping with Employee's fiduciary duties to Employer,
Employee agrees that he will not knowingly take any action that would create a
conflict of interest with Employer, or upon discovery thereof, allow such a
conflict to continue. In the event that Employee discovers that such a conflict
exists, Employee agrees that he will disclose to the Board any facts which might
involve a conflict of interest that has not been approved by the Board.
(b) As part of Employee's fiduciary duties to Employer and his
obligations as an attorney for Employer, Employee agrees to protect and
safeguard Employer's information, ideas, concepts, improvements, discoveries,
and inventions and any proprietary, confidential and other information relating
to Employer or its business (collectively, "Confidential Information") and,
except as may be required by Employer, Employee will not knowingly, either
during his employment by Employer or thereafter, directly or indirectly, use for
his own benefit or for the benefit of another, or disclose to another, any
Confidential Information, except (i) with the prior written consent of Employer;
(ii) in the course of the proper performance of Employee's duties under this
Agreement; (iii) for information that becomes generally available to the public
other than as a result of the unauthorized disclosure by Employee; (iv) for
information that becomes available to Employee on a non-confidential basis from
a source other than Employer or its affiliated companies who is not bound by a
duty of confidentiality to Employer; or (v) as may be required by any applicable
law, rule, regulation or order.
(c) Upon termination of his employment with Employer, Employee
will immediately deliver to Employer all documents in Employee's possession or
under his control which embody any of Employer's Confidential Information.
(d) In addition to the foregoing provisions of this Section 3,
and effective as of the Effective Date, Employee reaffirms the duties imposed
upon Employee by that certain Employee Proprietary Information Agreement dated
April 19, 2004 by and between Employer and Employee.
(e) Employee will comply with Employer's Code of Ethics issued
on January 17, 1994, and any amendments or replacement policies adopted by the
Board (the "Code of Ethics").
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Section 4. Term of Agreement.
The term of this Agreement will commence effective as of the Effective
Date, and, subject to the terms and conditions hereof, will continue for a
two-year period ending on June 15, 2006 (the "Initial Term"), and thereafter the
term will be automatically extended for successive periods of one year unless
prior to the end of the original two-year period (or, if applicable, any such
one-year period), Employer gives Employee at least ninety (90) days prior
written notice that Employer has decided not to extend the term of this
Agreement. Notwithstanding any provision contained herein to the contrary,
Employee acknowledges that his employment with Employer is at will and that
Employer may terminate his employment at any time and for any reason or for no
reason at the discretion of Employer, but subject to any rights Employee has
under Sections 5, 6 and 8 of this Agreement.
Section 5. Termination.
(a) Employee's employment with Employer hereunder will
terminate upon the first to occur of the following:
(1) The death or "Disability" (as defined in Section
5(b) hereof) of Employee;
(2) Employer terminates such employment for "Cause"
(as defined in Section 5(c) hereof);
(3) Employee terminates such employment for "Good
Reason" (as defined in Section 5(d) hereof);
(4) Employer terminates such employment for any
reason other than Cause, or for no reason at all; or
(5) Employee terminates such employment for any
reason other than Good Reason, or for no reason at all.
(b) As used in this Agreement, "Disability" means permanent
and total disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), or any successor provision) which
has existed for at least 180 consecutive days.
(c) As used in this Agreement, "Cause" means:
(1) the willful and continued failure by Employee to
substantially perform his obligations under this Agreement
(other than any such failure resulting from his Disability)
after a demand for substantial performance has been delivered
to him by the Board which specifically identifies the manner
in which
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the Board believes Employee has not substantially performed
such provisions and Employee has failed to remedy the
situation within ten (10) days after such demand or a willful
and material violation of the Employer's Code of Ethics;
(2) Employee's willfully engaging in conduct
materially and demonstrably injurious to the property or
business of Employer, including without limitation, fraud,
misappropriation of funds or other property of Employer, other
willful misconduct, gross negligence or conviction of a felony
or any crime of moral turpitude; or
(3) Employee's material breach of this Agreement
which breach has not been remedied by Employee within ten (10)
days after receipt by Employee of written notice from Employer
that he is in material breach of the Agreement, specifying the
particulars of such breach.
For purposes of this Agreement, no act, or failure to act, on the part of
Employee shall be deemed "willful" or engaged in "willfully" if it was due
primarily to an error in judgment or negligence, but shall be deemed "willful"
or engaged in "willfully" only if done, or omitted to be done, by Employee not
in good faith and without reasonable belief that his action or omission was in
the best interest of Employer. Notwithstanding the foregoing, Employee shall not
be deemed to have been terminated as a result of "Cause" hereunder unless and
until there shall have been delivered to Employee a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters of the Board
then in office at a meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an opportunity for Employee, together with his
or her counsel, to be heard before the Board), finding that, in the good faith
opinion of the Board of Directors, Employee has committed an act set forth above
in this Section 5(c) and specifying the particulars thereof in detail. Nothing
herein shall limit the right of Employee or his or her legal representatives to
contest the validity or propriety of any such determination.
(d) As used in this Agreement, "Good Reason" means:
(1) Employer's failure to comply with any of the
provisions of Section 2 of this Agreement (including, but not
limited to, such a failure resulting from any reduction in the
Base Salary) which failure is not remedied within ten (10)
days after receipt of written notice from Employee specifying
the particulars of such breach;
(2) Employer's breach of any other material provision
of this Agreement which is not remedied within ten (10) days
after receipt by Employer of written notice from Employee
specifying the particulars of such breach;
(3) the assignment to Employee of any duties
materially inconsistent with Employee's position, duties,
functions, responsibilities or authority as contemplated by
Section 1 of this Agreement; or
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(4) the relocation of Employee's principal place of
performance of his or her duties and responsibilities under
this Agreement to a location more than fifty miles (50) miles
from the Place of Employment;
(5) Any failure by Employer to comply with Section
9(c); or
(6) Any purported termination of Employee's
employment by Employer which is not effected pursuant to a
Notice of Termination satisfying the requirements of Section
5(e) hereof (and for purposes of this Agreement, no such
purported termination shall be effective).
(e) Any termination by Employer or Employee of Employee's
employment with Employer shall be communicated by written notice (a "Notice of
Termination") to the other party that shall:
(1) indicate the specific provision of this Agreement
relied upon for such termination;
(2) indicate the specific provision of this Agreement
pursuant to which Employee is to receive compensation and
other benefits as a result of such termination; and
(3) otherwise comply with the provisions of this
Section 5(e) and Section 11(a).
If a Notice of Termination states that Employee's employment with Employer has
been terminated as a result of Employee's Disability, the notice shall (i)
specifically describe the basis for the determination of Employee's Disability,
and (ii) state the date of the determination of Employee's Disability, which
date shall be not more than ten (10) days before the date such notice is given.
If the notice is from Employer and states that Employee's employment with
Employer is terminated by Employer as a result of the occurrence of Cause, the
Notice of Termination shall specifically describe the action or inaction of
Employee that Employer believes constitutes Cause and shall be accompanied by a
copy of the resolution satisfying Section 5(c). If the Notice of Termination is
from Employee and states that Employee's employment with Employer is terminated
by Employee as a result of the occurrence of Good Reason, the Notice of
Termination shall specifically describe the action or inaction of Employer that
Employee believes constitutes Good Reason. Any purported termination by Employer
of Employee's employment with Employer shall be ineffective unless such
termination shall have been communicated by Employer to Employee by a Notice of
Termination that meets the requirements of this Section 5(e) and the provisions
of Section 11(a).
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(f) As used in this Agreement, "Date of Termination" means:
(1) if Employee's employment with Employer is
terminated for Disability, sixty (60) days after Notice of
Termination is received by Employee or any later date
specified therein, provided that within such sixty (60) day
period Employee shall not have returned to full-time
performance of Employee's duties;
(2) if Employee's employment with Employer is
terminated as a result of Employee's death, the date of death
of Employee;
(3) if Employee's employment with Employer is
terminated for Cause, the date Notice of Termination,
accompanied by a copy of the resolution satisfying Section
5(c), is received by Employee or any later date specified
therein, provided that Employer may, in its discretion,
condition Employee's continued employment upon such
considerations or requirements as may be reasonable under the
circumstances and place a reasonable limitation upon the time
within which Employee will comply with such considerations or
requirements; or
(4) if Employee's employment with Employer is
terminated for any reason other than Employee's Disability,
Employee's death or Cause, or for no reason, the date that is
fourteen (14) days after the date of receipt of the Notice of
Termination.
Section 6. Effect of Termination of Employment.
(a) Upon termination of Employee's employment during the
Initial Term, by Employer for Cause, or by Employee for no reason or any reason
other than Good Reason, all compensation and benefits will cease upon the Date
of Termination other than: (i) those benefits that are provided by retirement
and benefit plans and programs specifically adopted and approved by Employer for
Employee that are earned and vested by the Date of Termination; (ii) as provided
in Section 8; (iii) Employee's Base Salary through the Date of Termination; (iv)
any incentive compensation due Employee if, under the terms of the relevant
incentive compensation arrangement, such incentive compensation was due and
payable to Employee on or before the Date of Termination; and (v) medical and
similar benefits the continuation of which is required by applicable law or
provided by the applicable benefit plan.
(b) Upon termination of Employee's employment due to the death
of Employee or upon termination by Employer due to the Disability of Employee,
all compensation and benefits will cease upon the Date of Termination other
than: (i) those benefits that are provided by retirement and benefit plans and
programs specifically adopted and approved by Employer for Employee that are
earned and vested by the Date of Termination; (ii) as provided in Section 8;
(iii) Employee's Base Salary through the Date of Termination; (iv) any incentive
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compensation due Employee if, under the terms of the relevant incentive
compensation arrangement, such incentive compensation was due and payable to
Employee on or before the Date of Termination; and (v) medical and similar
benefits the continuation of which is required by applicable law or provided by
the applicable benefit plan.
(c) If Employee's employment with Employer is terminated (i)
by Employer for no reason or for any reason other than Cause or the death or
Disability of Employee, or (ii) by Employee for Good Reason, the obligations of
Employer and Employee under Sections 1 and 2 will terminate as of the Date of
Termination and Employer will pay or provide to Employee the following:
(1) Employee's Base Salary through the Date of
Termination;
(2) incentive compensation due Employee, if any,
under the terms of the relevant incentive compensation
arrangement, which, in the absence of any agreement to the
contrary, shall be the pro rata amount due to Employee based
on payments that would be due if Employee had remained
employed by Employer for the full fiscal year;
(3) an aggregate amount (the "Severance Payment")
equal to one times (1x) Employee's Base Salary at the highest
annual rate in effect on or before the Date of Termination
(but prior to giving effect to any reduction therein which
precipitated such termination), which Severance Payment will
be paid to Employee in twelve (12) equal monthly installments
during such one-year period; and
(4) if immediately prior to the Date of Termination,
Employee (and, if applicable, his or her spouse and/or
dependents) was covered under Employer's group medical,
dental, health and hospital plan in effect at such time, then
Employer shall provide to Employee for one (1) year after the
Date of Termination, and provided that Employee has timely
elected under the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended ("COBRA"), to continue coverage under
such plan, Employer will, at no greater cost or expense to
Employee than was the case immediately prior to the Date of
Termination, maintain such continued coverage in full force
and effect.
Except as otherwise provided above and in Section 8, all other compensation and
benefits will cease upon the Date of Termination other than the following: (i)
those benefits that are provided by retirement and benefit plans and programs
specifically adopted and approved by Employer for Employee that are earned and
vested by the Date of Termination; (ii) any rights Employee or his survivors may
have under any grants of options to purchase Employer's Common Stock, restricted
stock grants, performance share grants, or other similar equity compensation
plans; and (iii) medical and similar benefits the continuation of which is
required by applicable law or as
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provided by the applicable benefit plan. As a condition to making the payments
and providing the benefits specified in this Section 6(c), Employer will require
that Employee execute a release of all claims Employee may have against Employer
at the time of Employee's termination. Such release will be in substantially the
same form as Exhibit A attached hereto.
Section 7. No Obligation to Mitigate; No Rights of Offset.
(a) Employee shall not be required to mitigate the amount of
any payment or other benefit required to be paid to Employee pursuant to this
Agreement, whether by seeking other employment or otherwise, nor shall the
amount of any such payment or other benefit be reduced on account of any
compensation earned by Employee as a result of employment by another person.
(b) Employer's obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which Employer may have against Employee or others.
Section 8. No Effect on Other Rights.
Nothing in this Agreement shall prevent or limit Employee's continuing
or future participation in any plan, program, policy or practice of or provided
by Employer or any of its affiliates and for which Employee may qualify, nor
shall anything herein limit or otherwise affect such rights as Employee may have
under any stock option or other agreements with Employer or any of its
affiliates. Amounts which are vested benefits or which Employee is otherwise
entitled to receive under any plan, program, policy or practice of or provided
by, or any other contract or agreement with, Employer or any of its affiliates
at or subsequent to the Date of Termination shall be payable or otherwise
provided in accordance with such plan, program, policy or practice or contract
or agreement except as explicitly modified by this Agreement.
Section 9. Successors; Binding Agreement.
(a) This Agreement is personal to Employee and without the
prior written consent of Employer shall not be assignable by Employee otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.
(b) This Agreement shall inure to the benefit of and be
binding upon Employer and its successors and assigns.
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(c) Employer will require any successor (whether direct or
indirect, by purchase, merger, amalgamation, consolidation or otherwise) to all
or substantially all of the business and/or assets of Employer, by agreement in
form and substance reasonably satisfactory to Employee, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
Employer would be required to perform it if no such succession had taken place.
As used in this Agreement, "Employer" shall mean Employer as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by execution and delivery of the
agreement provided for in this Section 9(c) or which otherwise becomes bound by
the terms and provisions of this Agreement by operation of law or otherwise.
Section 10. Miscellaneous.
(a) All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith will be in writing
and will be delivered by hand or by registered or certified mail, return receipt
requested to the addresses set forth below in this Section 10(a):
If to Employer, to:
Input/Output, Inc.
12300 Parc Crest Drive
Stafford, TX 77477
Attention: Chief Financial Officer
If to Employee, to:
David L. Roland
12214 Cobblestone Drive
Houston, Texas 77024
or to such other names or addresses as Employer or Employee, as the case may be,
designate by notice to the other party hereto in the manner specified in this
Section.
(b) This Agreement (including the Exhibit(s) attached hereto)
supersedes, replaces and merges all previous agreements and discussions relating
to the same or similar subject matters between Employee and Employer and
constitutes the entire agreement between Employee and Employer with respect to
the subject matter of this Agreement, except for (i) the Employee Proprietary
Information Agreement referred to in Section 3(d) hereof, and (ii) the stock
option, restricted stock award and other agreements of the nature contemplated
under Section 8 hereof, each of which shall remain in full force and effect.
This Agreement may not be modified in any respect by any verbal statement,
representation or agreement made by any employee, officer, or representative of
Employer or by any written agreement unless signed by an officer of Employer who
is expressly authorized by the Board to execute such document.
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(c) If any provision of this Agreement or application thereof
to any one or under any circumstances should be determined to be invalid or
unenforceable, such invalidity or unenforceability will not affect any other
provisions or applications of this Agreement which can be given effect without
the invalid or unenforceable provision or application. In addition, if any
provision of this Agreement is held by an arbitration panel or a court of
competent jurisdiction to be invalid, unenforceable, unreasonable, unduly
restrictive or overly broad, the parties intend that such arbitration panel or
court modify said provision so as to render it valid, enforceable, reasonable
and not unduly restrictive or overly broad.
(d) The internal laws of the State of Texas will govern the
interpretation, validity, enforcement and effect of this Agreement without
regard to the place of execution or the place for performance thereof.
(e) The covenants, agreements, rights and obligations of
Employer under this Agreement, and the covenants, agreements, rights and
obligations of Employee under this Agreement, shall survive the termination of
this Agreement for any reason including, but not limited to, the termination of
Employee's employment with Employer. All covenants, agreements, indemnities,
warranties, rights and obligations contained herein shall continue for so long
as necessary in order for Employer and Employee to enforce their rights
hereunder.
Section 11. Arbitration.
(a) Employer and Employee agree to submit to final and binding
arbitration any and all disputes or disagreements concerning the interpretation
or application of this Agreement. Any such dispute or disagreement will be
resolved by arbitration in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association (the "AAA
Rules"). Arbitration will take place in Houston, Texas, unless the parties
mutually agree to a different location. Within 30 calendar days of the
initiation of arbitration hereunder, each party will designate an arbitrator.
The appointed arbitrators will then appoint a third arbitrator. Employee and
Employer agree that the decision of the arbitrators will be final and binding on
both parties. Any court having jurisdiction may enter a judgment upon the award
rendered by the arbitrators. In the event the arbitration is decided in whole or
in part in favor of Employee, Employer will reimburse Employee for his or her
reasonable costs and expenses of the arbitration (including reasonable
attorneys' fees).
(b) Notwithstanding the provisions of Section 11(a), Employer
may, if it so chooses, bring an action in any court of competent jurisdiction
for injunctive relief to enforce Employee's obligations under Sections 3(b),
3(c), 3(d), and 3(e).
SIGNATURES TO FOLLOW ON NEXT PAGE
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Agreement as to be effective as of the Effective Date.
EMPLOYER:
INPUT/OUTPUT, INC.
By: /s/J. Michael Kirksey
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J. Michael Kirksey
Executive Vice President and
Chief Financial Officer
EMPLOYEE:
David L. Roland
/s/David L. Roland
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