INPUT OUTPUT INC
EMPLOYMENT AGREEMENT - BRAD EASTMAN
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>6
<FILENAME>h03403exv10w15.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - BRAD EASTMAN
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.15

                              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 Brad Eastman, an individual currently resident in Harris
County, Texas (hereinafter referred to as "Employee"), effective as of February
4, 2003 (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 and Chief Administrative Officer. At the commencement of this
Agreement, Employee will report to the Chief Executive Officer of Employer. The
powers, duties and responsibilities of Employee as Vice President and Chief
Administrative Officer 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 Chief Executive Officer of Employer or the Board.



                                      -1-
<PAGE>



         (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 or she may faithfully perform his or her 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 or she 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 $160,000 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 2003 with a target of 50% and a maximum of
75% of Employee's Base Salary for such fiscal year. Any incentive earned in
fiscal year 2003 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.



                                      -2-
<PAGE>



         (d) Employee will be eligible to participate in Employer's Deferred
Compensation Plan (or any replacement deferred compensation plan Employer
establishes for its key executives).

         (e) Employee will be entitled to paid vacation of not less than three
(3) weeks each year. Vacation may be taken by Employee at the time and for such
periods as may be mutually agreed upon between Employer and Employee.

         (f) 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 or her 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.

         (g) 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.

         (h) 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.

         (i) 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 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 or she 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 or she will disclose to the Board any facts
which might involve a conflict of interest that has not been approved by the
Board.



                                      -3-
<PAGE>



         (b) As part of Employee's fiduciary duties to 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 or her employment by Employer or thereafter,
directly or indirectly, use for his or her 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 nonconfidential 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 or her employment with Employer, Employee
will immediately deliver to Employer all documents in Employee's possession or
under his or her 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 as of
June 25, 2001 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").

Section 4. Term of Agreement; At-Will Employment.

         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 February 4, 2005, 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 or her employment with Employer is at will and that
Employer may terminate his or her 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 6 and 8 of this Agreement.



                                      -4-
<PAGE>



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;

                  (5) Employee terminates such employment for any reason other
         than Good Reason, or for no reason at all; or

                  (6) Employee's sixty-fifth (65th) birthday, at which time
         Employee will continue to be employed by Employer as an employee at
         will.

         (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 or her obligations under this Agreement
         (other than any such failure resulting from his Disability) after a
         demand for substantial performance has been delivered to him or her by
         the Board which specifically identifies the manner in which 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



                                      -5-
<PAGE>



         written notice from Employer that he or she 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

                  (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).



                                      -6-
<PAGE>



         (e) Any termination by Employer or Employee of Employee's employment
with Employer (other than any such termination occurring on Employee's
sixty-fifth (65th) birthday) 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).

         (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



                                      -7-
<PAGE>



         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;

                  (4) if Employee's employment with Employer is terminated upon
         the occurrence of Employee's sixty-fifth (65th) birthday, the date of
         such birthday, at which time Employee will continue to be employed by
         Employer as an employee at will; or

                  (5) if Employee's employment with Employer is terminated for
         any reason other than Employee's Disability, Employee's death, Cause or
         the occurrence of Employee's sixty-fifth (65th) birthday, 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 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
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) Upon termination of this Agreement due to Employee's reaching his
or her sixty-fifth (65th) birthday, Employee will continue to be employed by
Employer as an employee at will.



                                      -8-
<PAGE>



         (d) If Employee's employment with Employer is terminated (i) by
Employer for no reason or for any reason other than Cause, the death or
Disability of Employee, or Employee's reaching his or her sixty-fifth (65th)
birthday, 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) during the one-year period ending on the first anniversary
         of the Date of Termination, Employer shall pay to Employee 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 provided by the applicable benefit plan. As a
condition to making the payments and providing the benefits specified in this
Section 6(d), Employer will require that Employee execute a release


                                      -9-
<PAGE>


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.

         (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



                                      -10-
<PAGE>



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. Non-Competition; Non-Solicitation; No Hire.

         (a) Employee agrees that, effective as of the Effective Date and for a
period that includes the term of this Agreement and twelve (12) months
thereafter (such applicable period being referred to herein as the "Non-Compete
Period"), Employee shall not, without the prior written consent of Employer,
directly or indirectly, anywhere in the world, engage, invest, own any interest,
or participate in, consult with, render services to, or be employed by any
business, person, firm or entity that is in competition with the "Business" (as
defined in Section 10(d)) of Employer or any of its subsidiaries or affiliates,
except for the account of Employer and its subsidiaries and affiliates;
provided, however, that during the Non-Compete Period Employee may acquire,
solely as a passive investment, not more than five percent (5%) of the
outstanding shares or other units of any security of any entity subject to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended. Employee acknowledges that a remedy at law for any breach or attempted
breach of this covenant not to compete will be inadequate and further agrees
that any breach of this covenant not to compete will result in irreparable harm
to Employer, and, accordingly, Employer shall, in addition to any other remedy
that may be available to it, be entitled to specific performance and temporary
and permanent injunctive and other equitable relief (without proof of actual
damage or inadequacy of legal remedy) in case of any such breach or attempted
breach. Employee acknowledges that this covenant not to compete is being
provided as an inducement to Employer to enter into this Agreement and 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 Employer. Whenever possible, each provision of this covenant not to compete
shall be interpreted in such a manner as to be effective and valid under
applicable law but if any provision of this covenant not to compete shall be
prohibited by or invalid under applicable law, such provision of this covenant
not to compete shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remaining provisions of this covenant not to compete.
If any provision of this covenant not to compete shall, for any reason, be
judged by any court of competent jurisdiction to be invalid or unenforceable,
such judgment shall not affect, impair or invalidate the remainder of this
covenant not to compete but shall be confined in its operation to the provision
of this covenant not to compete directly involved in the controversy in which
such judgment shall have been rendered. In the event that the provisions of this
covenant not to compete should ever be deemed



                                      -11-
<PAGE>



to exceed the time or geographic limitations permitted by applicable laws, then
such provision shall be reformed to the maximum time or geographic limitations
permitted by applicable law.

         (b) In addition to the restrictions set forth in Section 10(a),
Employee agrees that, during the Non-Compete Period, Employee will not, either
directly or indirectly, (i) make known to any person, firm or entity that is in
competition with the Business of Employer or any of its subsidiaries or
affiliates the names and addresses of any of the suppliers or customers of
Employer or any of its subsidiaries or affiliates, potential customers of
Employer or any of its subsidiaries or affiliates upon whom Employer or any of
its subsidiaries or affiliates has called upon in the last twelve (12) months or
contacts of Employer or any of its subsidiaries or affiliates or any other
information pertaining to such persons, or (ii) call on, solicit, or take away,
or attempt to call on, solicit or take away any of the suppliers or customers of
Employer or any of its subsidiaries or affiliates, whether for Employee or for
any other person, firm or entity.

         (c) Regardless of the reason for any termination of Employee's
employment, effective as of the Effective Date and for a period that includes
the term of this Agreement and twelve (12) months thereafter, Employee will not,
either on his or her own account or for any other person, firm, partnership,
corporation, or other entity (i) solicit any employee of Employer or any of its
subsidiaries or affiliates to leave such employment; or (ii) induce or attempt
to induce any such employee to breach her or his employment agreement with
Employer or any of its subsidiaries or affiliates.

         (d) As used in this Agreement, "Business" means the business of design,
manufacture, marketing and sale of equipment for seismic acquisition, processing
and interpretation.

         (e) In the event that Employee breaches or violates any of the terms
and conditions of this Section 10 during the Non-Compete Period, then in
addition to the other rights and remedies available to Employer hereunder and
under Section 12 hereof, Employer's obligations to pay to Employee any remaining
installments of the Severance Payment otherwise due and owing pursuant to
Section 6(d)(3) hereof, shall cease and terminate.

Section 11. 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 11(a):

                  If to Employer, to:

                           Input/Output, Inc.
                           12300 Parc Crest Drive



                                      -12-
<PAGE>



                           Stafford, TX  77477
                           Attention:  General Counsel

                  If to Employee, to:

                           Brad Eastman
                           935 Harvard
                           Houston, Texas  77008

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, (ii) the Indemnity
Agreement dated March 23, 2002 between Employer and Employee, and (iii) 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.

         (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.



                                      -13-
<PAGE>



Section 12. 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 12(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), 3(e) and 10 hereof.


                        SIGNATURES TO FOLLOW ON NEXT PAGE



                                      -14-
<PAGE>



         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/ C. Robert Bunch
                                                 -------------------------------
                                                 President


                                             EMPLOYEE:

                                             BRAD EASTMAN

                                             /s/ Brad Eastman
                                             -----------------------------------




                                      -15-

</TEXT>
</DOCUMENT>
