EXHIBIT 4.1
INPUT/OUTPUT, INC.
EMPLOYMENT INDUCEMENT STOCK OPTION AGREEMENT
THIS EMPLOYMENT INDUCEMENT STOCK OPTION AGREEMENT (the "Agreement") is
made effective as of the _____ day of ________________, 2004 (the "Date of
Grant") by and between Input/Output, Inc., a Delaware corporation (the
"Company"), and Xxx Xxxxxxxxxx (the "Optionee").
WHEREAS, the Company has entered into that certain Share Acquisition
Agreement between the Company, _____________________________________and the
Vendors (as defined therein), dated as of _____________________, relating to the
sale and purchase of entire share capital of Concept Systems Holdings Limited, a
private limited company incorporated in Scotland under the Companies Acts
("Concept").
WHEREAS, the Optionee is an employee of Concept;
WHEREAS, as a material inducement to the Optionee's entering into that
certain Employment Agreement dated February__, 2004 (the "Employment Agreement")
and the Optionee's agreement to be hired as a new employee of a subsidiary
within the Company's corporate group on the terms thereof the Company believes
that its interests will be served and advanced by granting the Optionee an
option to purchase shares of common stock, $_____ par value, of the Company.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Except as defined elsewhere herein, the words and phrases
defined in this Section 1 shall have the meaning set out in these definitions
throughout this Agreement, unless the context in which any such word or phrase
appears reasonably requires a broader, narrower, or different meaning.
(a) "AFFILIATE" means any parent corporation and any
subsidiary corporation. The term "parent corporation" means any
corporation or other entity (other than the Company) in an unbroken
chain of corporations or entities ending with the Company if, at the
time of the action or transaction, each of the corporations or entities
other than the Company owns stock or voting equity possessing 50
percent (50%) or more of the total combined voting power of all classes
of stock or voting equity in one of the other corporations or entities
in the chain. The term "subsidiary corporation" means any corporation
or other entity (other than the Company) in an unbroken chain of
corporations or entities beginning with the Company if, at the time of
the action or transaction, each of the corporations or entities other
than the last corporation or entity in the unbroken chain owns stock or
voting equity possessing 50 percent (50%) or more of the total combined
voting power of all classes of stock or voting equity in one of the
other corporations or entities in the chain.
(b) "BOARD" means the board of directors of the Company.
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(c) "CHANGE IN CONTROL" shall mean the occurrence of any
of the following, after the Date of Grant:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act (a "Person")) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act)
of forty percent (40%) or more of either (i) the then
outstanding shares of common stock of the Company (the
"Outstanding Company Stock") or (ii) the combined voting power
of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however,
that the following acquisitions shall not constitute a Change
in Control: (i) any acquisition directly from the Company or
any Subsidiary, (ii) any acquisition by the Company or any
Subsidiary or by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary, or
(iii) any acquisition by any corporation pursuant to a
reorganization, merger, consolidation or similar business
combination involving the Company (a "Merger"), if, following
such Merger, the conditions described in clauses (i) and (ii)
of Section 5.7(c) below are satisfied;
(ii) Individuals who, as of the Effective Date,
constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the Effective Date whose election, or nomination
for election by the Company's stockholders, was approved by a
vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or
threatened election contest (a solicitation by any person or
group of persons for the purpose of opposing a solicitation of
proxies or consents by the Board with respect to the election
or removal of Directors at any annual or special meeting of
stockholders) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the
Board;
(iii) Approval by the stockholders of the Company
of a Merger, unless immediately following such Merger, (i)
substantially all of the holders of the Outstanding Company
Voting Securities immediately prior to such Merger
beneficially own, directly or indirectly, more than 50% of the
common stock of the corporation resulting from such Merger (or
its parent corporation) in substantially the same proportions
as their ownership of Outstanding Company Voting Securities
immediately prior to such Merger and (ii) at least a majority
of the members of the board of directors of the corporation
resulting from such Merger (or its parent corporation) were
members of the Incumbent Board at the time of the execution of
the initial agreement providing for such Merger;
(iv) The sale or other disposition of all or
substantially all of the assets of the Company.
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(d) "CODE" means the U.S. Internal Revenue Code of 1986,
as amended.
(e) "COMMITTEE" means the Compensation Committee of the
Board or such other committee designated by the Board.
(f) "COMPANY" has the meaning set forth in the preamble
of this Agreement.
(g) "DISABILITY" means a mental or physical disability as
determined under the then-established policies of the Company.
(h) "EXCHANGE ACT" means the U.S. Securities Exchange Act
of 1934, as amended from time to time.
(i) "EXPIRATION DATE" has the meaning set forth in
Section 3 hereof.
(j) "FAIR MARKET VALUE" of the Stock as of any date means
(a) the average of the high and low sale prices of the Stock on that
date on the New York Stock Exchange; or (b) if the Stock is not listed
on the New York Stock Exchange, the average of the high and low sale
prices of the Stock on that date as reported on the principal
securities exchange on which the Stock is listed; or (c) if the Stock
is not listed on a securities exchange, the average of the high and low
sale prices of the Stock on that date as reported on the NASDAQ
National Market System; or (d) if the Stock is not listed on the NASDAQ
National Market System, the average of the high and low bid quotations
for the Stock on that date as reported by the National Quotation Bureau
Incorporated; or (e) if none of the foregoing is applicable, an amount
at the election of the Committee equal to (x) the average between the
closing bid and ask prices per Share of Stock on the last preceding
date on which those prices were reported or (y) that amount as
determined by the Committee in its sole discretion.
(k) "MATURE SHARES" means shares of Stock that Optionee
has held for at least six months.
(l) "OPTION" has the meaning set forth in Section 3(a) of
this Agreement.
(m) "OPTIONEE" has the meaning set forth in the preamble
of this Agreement.
(n) "RETIRE" or "RETIREMENT" means retirement in good
standing from the employ of the Company and all of its Affiliates for
reason of age under then-established policies of the Company and its
Affiliates.
(o) "STOCK" means the common stock of the Company,
$_______ par value or, in the event that the outstanding shares of
common stock are later changed into or exchanged for a different class
of stock or securities of the Company or another corporation, that
other stock or security.
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2. GRANT; VESTING.
(a) Subject to the terms and conditions of this
Agreement, on this day, the Date of Grant, the Company hereby grants to
the Optionee an option (the "Option") to purchase __________________
(_______) shares of the Stock of the Company, at an exercise price of
$_______ per share, subject to any adjustments provided for in this
Agreement. The Option shall vest and be exercisable according to the
following schedule, but subject to Sections 3, 4 and 5 below:
(i) On _______________, the Option shall vest
and then be exercisable with respect to 25% of the total
number of shares subject to the Option;
(ii) On ________________, the Option shall vest
and then be exercisable with respect to an additional 25% of
the total number of shares subject to the Option;
(iii) On _________________, the Option shall vest
and then be exercisable with respect to an additional 25% of
the total number of shares subject to the Option;
(iv) On ____________________, the Option shall
vest and then be exercisable with respect to the remaining 25%
of the total number of shares subject to the Option.
To the extent not previously exercised, installments of vested
Options shall be cumulative and may be exercised in whole or in part.
Notwithstanding the foregoing, in the event of the termination
of the Optionee's employment with Concept, the Company and any of the
other Affiliates for any reason prior to the Expiration Date, the
Option shall not continue to vest after such termination of employment
and any unvested Options shall be forfeited effective as of such date
of termination.
(b) In addition, notwithstanding any provision contained
in this Agreement to the contrary, in the event of a Change in Control,
this Option shall thereupon be fully vested and shall be immediately
exercisable in full.
3. EXPIRATION. The Option evidenced by this Agreement, to the
extent such rights with respect thereto shall not previously have been exercised
or sooner terminated, shall expire and be rendered null and void at 5:00 p.m.,
Houston, Texas time, on __________________ (the "Expiration Date").
4. TERMINATION.
(a) Death, Disability and Retirement. Upon the death or
Disability of the Optionee while in the employ of Concept, the Company
or any Affiliate, or upon his Retirement, the Optionee, or, if
applicable, his executors, administrators or any person or
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persons to whom his Option may be transferred by will or by the laws of
descent and distribution, shall have the right for one year following
the date of such death, Disability, or Retirement of the Optionee, but
in any event, not later than the Expiration Date, to exercise the
Option to the extent it was vested at the date of such death,
Disability, or Retirement.
(b) Severance of Employment. Unless expressly provided
otherwise in this Agreement, Options shall (a) terminate six months
after severance of employment with Concept, the Company and all
Affiliates for any reason other than for reasons of death, Retirement,
or Disability and (b) be exercisable only to the extent such Options
are exercisable at the time of the Optionee's severance of employment;
provided, however, that in no event will the Option be exercisable
after the Expiration Date. Whether authorized leave of absence or
absence on military or government service shall constitute severance of
the employment of the Optionee shall be determined by the Committee at
that time.
5. FORFEITURE. Notwithstanding any other provisions of this
Agreement, if any of the following occur, the Optionee shall forfeit all
outstanding Options, including all exercised Options pursuant to which the
Company has not yet delivered a stock certificate. : (i) the conviction of the
Optionee by a court of competent jurisdiction as to which no further appeal can
be taken of a crime involving moral turpitude or a felony; (ii) the proven
commission by the Optionee of a material act of fraud upon the Company or any
Subsidiary, or any customer or supplier thereof; (iii) the willful and proven
misappropriation of any funds or property of the Company or any Subsidiary, or
any customer or supplier thereof; (iv) the willful, continued and unreasonable
failure by the Optionee to perform the material duties assigned to him which is
not cured to the reasonable satisfaction of the Company within 30 days after
written notice of such failure is provided to Optionee by the Board or by a
designated officer of the Company or a Subsidiary; (v) the knowing engagement by
the Optionee in any direct and material conflict of interest with the Company or
any Subsidiary without compliance with the Company's or Subsidiary's conflict of
interest policy, if any, then in effect; or (vi) the knowing engagement by the
Optionee, without the written approval of the Board, in any material activity
which competes with the business of the Company or any Subsidiary or which would
result in a material injury to the business, reputation or goodwill of the
Company or any Subsidiary; or (vii) the material breach by a Consultant of such
Optionee's contract with the Company. The decision of the Committee as to the
cause of the Optionee's discharge, and the damage done to Concept, the Company
or an Affiliate, shall be final. No decision of the Committee, however, shall
affect the finality of the discharge of the Optionee by Concept, the Company or
such Affiliate in any manner.
6. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any and 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 stock ahead of or
affecting the Stock or its rights, 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.
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If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Stock outstanding, without receiving
compensation for it in money, services or property, then the number, class, and
per share price of shares of Stock subject to the Option shall be appropriately
adjusted in such a manner so as to entitle Optionee to receive upon exercise of
the Option, for the same aggregate cash consideration, the equivalent total
number and class of shares Optionee would have received had Optionee exercised
his Option in full immediately prior to the event requiring the adjustment.
If while the Option remains outstanding and unexercised (i) the Company
shall not be the surviving entity in any merger, consolidation or other
reorganization (or survives only as a subsidiary of an entity other than an
entity that was directly or indirectly wholly-owned by the Company immediately
prior to such merger, consolidation or other reorganization), (ii) the Company
sells, leases or exchanges or agrees to sell, lease or exchange all or
substantially all of its assets to any other person or entity (other than an
entity that is wholly-owned by the Company), (iii) the Company is to be
dissolved, or (iv) the Company is a party to any other corporate transaction (as
defined under section 424(a) of the Code and applicable U.S. Treasury
Regulations) that is not described in clauses (i), (ii) or (iii) of this
sentence (each such event is referred to herein as a "Corporate Change"), then
(x) except as otherwise expressly provided in this Agreement or as a result of
the effectuation of one or more of the alternatives described below, there shall
be no acceleration of the time at which the Option then outstanding may be
exercised, and (y) no later than ten (10) days after the approval by the
stockholders of the Company of such Corporate Change, the Board or the
Committee, acting in their sole and absolute discretion without the consent or
approval of Optionee, shall act to effect one or more of the following
alternatives:
(i) accelerate the time at which the Option then
outstanding may be exercised so that the Option may be
exercised in full for a limited period of time on or before a
specified date (before or after such Corporate Change) fixed
by the Committee or the Board of Directors, after which
specified date the Option then remaining unexercised and all
rights of Optionee thereunder shall terminate;
(ii) require the mandatory surrender to the
Company by Optionee of the Option (regardless of whether the
Option is then exercisable under the provisions of this
Agreement) as of a date, before or after such Corporate
Change, specified by the Committee or the Board of Directors,
in which event the Committee or the Board shall thereupon
cancel such Option and the Company shall pay to Optionee an
amount of cash per share equal to the excess, if any, of the
per share price offered to stockholders of the Company in
connection with such Corporate Change over the exercise price
under this Option for such shares;
(iii) with respect to Optionee, have some or all
of this Option (whether vested or unvested) assumed or have a
new option substituted for some or all of this Option (whether
vested or unvested) by an entity that is a party to the
transaction resulting in such Corporate Change and that is
then employing him, or a parent or subsidiary of such entity,
provided that (A) such assumption or substitution is on a
basis in which the excess of the aggregate fair market value
of
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the shares subject to such new option immediately after the
assumption or substitution over the aggregate exercise price
of such shares hereunder is equal to the excess of the
aggregate fair market value of all shares subject to the
Option immediately before such assumption or substitution over
the aggregate exercise price of such shares, and (B) the
assumed rights under the existing Option or the substituted
rights under such new option, as the case may be, will have
the same terms and conditions as the rights under the existing
Option assumed or substituted for, as the case may be;
(iv) provide that the number and class of shares
of Stock covered by the Option (whether vested or unvested)
theretofore granted shall be adjusted so that the Option when
exercised shall thereafter cover the number and class of
shares of stock or other securities or property (including,
without limitation, cash) to which the Optionee would have
been entitled pursuant to the terms of the agreement or plan
(or both) relating to such Corporate Change if, immediately
prior to such Corporate Change, the Optionee had been the
holder of record of the number of shares of Stock then covered
by the Option; or
(v) make such adjustments to this Option, if
any, as the Committee or the Board deems appropriate to
reflect such Corporate Change.
In effecting one or more of alternatives (3), (4) or (5) above, and
except as otherwise may be provided in this Agreement, the Committee or the
Board of Directors, in their sole and absolute discretion and without the
consent or approval of the Optionee, may accelerate the time at which some or
all Options then outstanding may be exercised.
If changes occur in the outstanding Stock by reason of
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges or other changes in capitalization occurring after the Date of Grant
and not otherwise provided for by this Section 6, then the Option and this
Agreement shall be subject to adjustment by the Committee or the Board in their
sole and absolute discretion as to the number and price of shares of stock or
other consideration subject to this Option.
7. FORMS OF CONSIDERATION AUTHORIZED.
(a) The exercise of the Option shall be made only by a
written notice delivered in person, by telecopy or by mail to the
Secretary of the Company at the Company's principal executive office,
specifying the number of shares of Stock to be purchased and
accompanied by payment therefor. The exercise price for any shares of
Stock to be purchased pursuant to the exercise of the Option shall be
paid in full upon such exercise by any one or a combination of the
following: (i) by payment in cash (in U.S. Dollars), certified check,
bank draft or postal or express money order payable to the order of the
Company for an amount equal to the exercise price under the Option,
(ii) by tender to the Company of Mature Shares having a Fair Market
Value on the date of exercise equal to the exercise price under the
Option, (iii) by delivery of a properly executed notice of exercise
together with irrevocable instructions to a broker or dealer providing
for the assignment to the Company of the proceeds of a sale or loan
arranged
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by the Optionee with respect to some or all of the shares being
acquired upon the exercise of the Option (a "Cashless Exercise"), or
(iv) by such other terms and conditions as may be approved by the
Committee to the extent permitted by applicable law.
(b) Limitations on Forms of Consideration.
(i) General Restrictions. The Committee shall
not permit an Optionee to pay his exercise price upon the
exercise of an Option by having the Company reduce the number
of shares of Stock that will be delivered to the Optionee
pursuant to the exercise of the Option. In addition, the
Committee shall not permit an Optionee to pay his exercise
price upon the exercise of an Option by using shares of Stock
other than Mature Shares. No fractional shares of Stock (or
cash in lieu thereof) shall be issued upon exercise of an
Option and the number of shares that may be purchased upon
exercise shall be rounded to the nearest number of whole
shares.
(ii) Mature Shares. If Mature Shares are used for
payment by the Optionee, the aggregate Fair Market Value of
the Mature Shares tendered must be equal to or less than the
aggregate exercise price of the shares being purchased upon
exercise of the Option, and any difference must be paid by
cash (in U.S. Dollars), certified check, bank draft or postal
or express money order payable to the order of the Company.
Delivery of the shares shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have
deposited the certificates in the United States mail,
addressed to the Optionee at the address specified by the
Optionee.
Whenever this Option is exercised by exchanging Mature Shares
owned by the Optionee, the Optionee shall deliver to the Company
certificates registered in the name of the Optionee representing a
number of shares of Stock legally and beneficially owned by the
Optionee, free of all liens, claims and encumbrances of every kind,
accompanied by stock powers duly endorsed in blank by the record holder
of the shares represented by the certificates (with signature
guaranteed by a commercial bank or trust company or by a brokerage firm
having a membership on a registered national stock exchange). The
delivery of certificates upon the exercise of Options is subject to the
condition that the person exercising the Option provide the Company
with the information the Company might reasonably request pertaining to
exercise, sale or other disposition. If requested by the Secretary of
the Company, the Optionee shall deliver this Agreement to the Secretary
of the Company who shall endorse thereon a notation of such exercise
and return such Agreement to the Optionee.
8. NON-EVENTS. The issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, for cash or
property, or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe for them, or upon conversion of shares or
obligations of the Company convertible into shares or other securities, shall
not affect, and no adjustment by reason of such issuance shall be made with
respect to, the number, class, or price of shares of Stock then subject to this
Option.
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9. TAX WITHHOLDING.
(a) Concept, the Company or any Affiliate shall be
entitled to deduct from other compensation payable to Optionee any sums
required by any applicable law to be withheld with respect to the grant
or exercise of the Option. In the alternative, Concept or the Company
may require the Optionee (or other person exercising the Option) to pay
the sum directly to the employer. If the Optionee is required to pay
the sum directly, payment in cash or by check of such sums for taxes
shall be delivered within ten days after the date of grant or exercise,
as the case may be. In satisfaction of the payment of such sum to the
Company or Affiliate, the Optionee may make a written election, which
may be accepted or rejected in the discretion of the Chief Financial
Officer of the Company, to have withheld a portion of the shares of
Stock issuable to him or her upon exercise of the Option having an
aggregate Fair Market Value, on the date of exercise, equal to or less
than the amount required to be withheld, provided that the Fair Market
Value of the shares held back shall not exceed the Company's or
Affiliate's minimum statutory withholding tax obligations.
(b) The Company and its Affiliates shall have no
obligation upon exercise of the Option to issue any shares of Stock
until the Company has received payment sufficient to cover all sums due
with respect to that exercise. The Company and its Affiliates shall not
be obligated to advise Optionee of the existence of the tax or the
amount which the employer will be required to withhold.
10. REQUIREMENTS OF LAW. The Company shall not be required to sell
or issue any Stock under the Option if issuing that Stock would constitute or
result in a violation by the Optionee or the Company of any provision of any
law, statute, or regulation of any governmental authority. Specifically, in
connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of the Option, the Company shall not
be required to issue any Stock unless the Committee has received evidence
satisfactory to it to the effect that the holder of the Option will not transfer
the Stock except in accordance with applicable law, including receipt of an
opinion of counsel satisfactory to the Company to the effect that any proposed
transfer complies with applicable law. The determination by the Committee on
this matter shall be final, binding and conclusive. The Company may, but shall
in no event be obligated to, register any Stock issuable upon exercise of the
Option pursuant to applicable securities laws of any country or any political
subdivision. In the event the Stock issuable on exercise of the Option is not
registered under applicable U.S. and foreign securities law, the Company may (i)
require as a condition to the issuance of the shares of Stock hereunder that
Optionee make such representations as may be required by law in order for the
shares to be issued and sold to Optionee in compliance with an applicable
exemption from registration under the Securities Act of 1933, as amended, and
applicable state, foreign and local law, and (ii) imprint on the certificate
evidencing the Stock the following legend or any other legend that counsel for
the Company considers necessary or advisable to comply with applicable law:
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THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT
UPON SUCH REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION
OF COUNSEL SATISFACTORY TO THE CORPORATION, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED FOR
SUCH SALE OR TRANSFER.
11. TRANSFERABILITY. The Option granted to the Optionee under this
Agreement shall not be transferable or assignable by the Optionee other than by
will or the laws of descent and distribution, and shall be exercisable during
the Optionee's lifetime only by him.
12. AMENDMENT. This Agreement may not be changed or terminated
orally but only by an agreement in writing signed by the party against whom
enforcement of any such change or termination is sought.
13. NO OBLIGATION TO RETAIN SERVICES. Neither Concept, the Company
nor any Affiliate thereof shall be deemed by the grant of this Option to be
required to retain the services of the Optionee for any period.
14. STOCKHOLDER RIGHTS. The Optionee shall not have any rights as
a stockholder with respect to any shares of Stock covered by the Option until
the date of the issuance of the stock certificate or certificates to him for
such shares following his exercise of this Option pursuant to the terms and
conditions hereof and his payment for the shares. No adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such certificate or certificates are issued.
15. INTERPRETATION. In the event of any difference of opinion
concerning the meaning or effect of this Agreement, such difference shall be
resolved by the Committee.
16. GOVERNING LAW. The validity, construction and performance of
this agreement shall be governed by the laws of the State of Texas. Any
invalidity of any provision of this Agreement shall not affect the validity of
any other provision.
17. NOTICES. All offers, notices, demands, requests, acceptances
or other communications hereunder shall be in writing and shall be deemed to
have been duly made or given if mailed by registered or certified mail, return
receipt requested. Any such notice mailed to the Company shall be addressed to
its principal executive offices, and any notice mailed to the Optionee shall be
addressed to the Optionee's residence address as it appears on the books and
records of the Company, or to such other address as either party may hereafter
designate in writing to the other.
18. SUCCESSORS. This Agreement shall, except as herein stated to
the contrary, inure to the benefit of and bind the legal representatives, heirs,
successors and assigns of the parties hereto.
19. NONQUALIFIED OPTION. The Option evidenced by this Agreement is
a nonqualified stock option which is not intended to be governed by Section 422
of the Code.
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20. GENDER. If the context requires, words of one gender when used
in this Agreement shall include the others, and words used in the singular or
plural shall include the other.
21. HEADINGS. Headings of Sections are included for convenience of
reference only and do not constitute part of this Agreement and shall not be
used in construing the terms of this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
to be effective as of the Date of Grant.
INPUT/OUTPUT, INC.
By: _____________________________________
Name:
Title:
OPTIONEE
_________________________________________
Printed Name: Xxx Xxxxxxxxxx
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