X0306 4 2018-12-01 0 0000866609 ION GEOPHYSICAL CORP IO 0001297501 Hanson R Brian 2105 CITYWEST BOULEVARD SUITE 100 HOUSTON TX 77042-2855 1 1 0 0 President & CEO Common Stock 2018-12-01 4 A 0 180000 0.00 A 223631 D Stock Appreciation Right 8.85 2018-12-01 4 A 0 192000 0.00 A 2028-12-01 Common Stock 192000 192000 D Restricted Stock award issued pursuant to the ION Geophysical Corporation Third Amended and Restated 2013 Long Term Incentive Plan. The shares of restricted stock are subject to both time-based and performance-based vesting requirements. The time-based vesting requirements provide that the shares vest in three equal installments beginning on the first anniversary of the grant date, subject to satisfaction of the performance-based vesting requirements. The performance-based vesting requirements provide that the shares vest in three equal portions upon achievement of ION common stock 20-day volume weighted average price per share targets of $17.50, $22.50 and $27.50, subject to satisfaction of the time-based vesting requirements. Cash-settled Stock Appreciation Right ("SARs") issued pursuant to the ION Geophysical Corporation 2018 Stock Appreciation Rights Plan. The SARs are subject to both time-based and performance-based vesting requirements. The time-based vesting requirements provide that the SARs vest in three equal installments beginning on the first anniversary of the grant date, subject to satisfaction of the performance-based vesting requirements. The performance-based vesting requirements provide that the SARs vest in three equal portions upon achievement of ION common stock 20-day volume weighted average price per share targets of $17.50, $22.50 and $27.50, subject to satisfaction of the time-based vesting requirements. The maximum value of each SAR is capped at $27.50. Rebecca F. Sacco, attorney-in-fact 2018-12-04