Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 25th
      day of August, 2008 by and between Aerosonic Corporation, hereinafter called
      “the Company,” and Thomas Cason, hereinafter called “Employee,” and provides as
      follows:

     

    RECITALS

     

    WHEREAS,
      the Company desires to hire Employee as Executive Vice President and Chief
      Operations Officer and Employee desires to serve in such capacity, subject
      to
      the terms provided herein; and

     

    WHEREAS,
      the parties have mutually agreed upon the terms and conditions of Employee’s
      employment by the Company as hereinafter set forth.

     

    TERMS
      OF AGREEMENT

     

    NOW,
      THEREFORE, for and in consideration of the premises and of the mutual promises
      and undertakings of the parties as hereinafter set forth, the parties covenant
      and agree as follows:

     

    Section
      1. Employment.
      Employee shall be employed as the Chief Operations Officer of the Company.
      He
      shall perform such services for the Company as may be assigned to Employee
      from
      time to time upon the terms and conditions hereinafter set forth. Employee
      shall
      report to the President and Chief Executive Officer of the Company.

     

    Section
      2. Term.
      This
      Agreement shall commence on August 26, 2008, (the “Effective Date”), and
      Employee’s employment shall be “at will” and may be terminated by Employee or
      the Company in accordance with Section 10 of this Agreement.

     

    Section
      3. Exclusive
      Service.
      Employee shall devote his best efforts and full time to rendering services
      on
      behalf of the Company in furtherance of its best interests. Employee shall
      comply with all policies, standards and regulations of the Company now or
      hereafter promulgated, and shall perform his duties under this Agreement to
      the
      best of his abilities and in accordance with standards of conduct applicable
      to
      a chief operations officer of a publicly traded company.

     

    Section
      4. Salary.
      (a) As
      compensation while employed hereunder, Employee, during his faithful performance
      of this Agreement, in whatever capacity rendered, shall receive an annual base
      salary of $160,000, payable on such terms and in a series of substantially
      equal
      installments according to the Company’s normal payroll practices. The Company’s
      Board of Directors, in its discretion, may adjust Employee’s base salary during
      the term of this Agreement.

     

    (b) The
      Company shall withhold state and federal income taxes, social security taxes
      and
      such other payroll deductions as may from time to time be required by law or
      agreed upon in writing by Employee and the Company. The Company shall also
      withhold and remit to the proper party any amounts agreed to in writing by
      the
      Company and Employee for participation in any corporate sponsored benefit plans
      for which a contribution is required.

     

    (c) Except
      as
      otherwise expressly set forth hereunder, no compensation shall be paid pursuant
      to this Agreement in respect of any month or portion thereof subsequent to
      any
      termination of Employee’s employment with the Company.

     

    Section
      5. Benefits.
      Employee shall be entitled to participate in or become a participant in any
      fringe benefits and employee benefit plans maintained by the Company for which
      he is or will become eligible on such terms as the Company’s Board of Directors
      may, in its discretion, establish, modify or otherwise change, consistent with
      the terms of any such employee benefit plan. Employee shall be entitled to
      four
      (4) weeks of paid vacation per year in accordance with the policies of the
      Company.

     

    Section
      6. Stock
      Incentive Plan.
      Employee
      will be entitled to participate in the Company’s Stock Incentive Plan, as the
      Company’s Board of Directors, in its discretion, may decide and to the extent
      permitted under the terms of the plan. 

     

    Section
      7. Initial
      Stock Option Award.
      On or
      as soon as practicable after the date on which Employee commences employment,
      the Board of Directors shall grant to Employee options to purchase a total
      of
      twenty-five thousand (25,000) shares of Common Stock of the Company (the
“Options”). The exercise price of the Options shall be the fair market value per
      share of Common Stock as set by the Board of Directors on the grant date. The
      Options shall be granted under the Company’s 2004 Stock Incentive Plan, as
      amended and restated (the “Plan”). The Options shall be subject to the terms,
      provisions and conditions of the Plan. In the event that any provision of this
      Agreement respecting the Options shall conflict with the terms of the Plan,
      however, this Agreement shall control. The Options shall be incentive stock
      options, within the meaning of Section 422 of the Internal Revenue Code of
      1986,
      as amended (the “Code”), to the extent permitted by law, and shall have a 10
      year term. The Options shall vest and become exercisable annually over the
      first
      four years of employment, one-quarter per year, with the first such vesting
      to
      occur on the one-year anniversary of the Effective Date and subsequent vesting
      to occur on the same date in each of the following three (3) years, provided
      that Employee remains in the employ of the Company continuously through the
      applicable vesting date or as otherwise provided in this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      8. Bonuses.
      Employee will be eligible to earn a performance bonus of up to thirty-five
      percent (35%) of his annual base salary based upon his achieving certain
      performance milestones, (the basis for which will be established within eight
      (8) weeks after the Effective Date) per fiscal year, in cash, stock or other
      equity compensation (as determined by the Board of Directors), based on his
      achieving certain performance goals and metrics to be determined by the
      Company’s Board of Directors; provided, however, that Executive’s performance
      bonus, if any, for the fiscal year ending January 31, 2009, the performance
      bonus, if any, shall be prorated based upon the Effective Date. Unless the
      Company’s Board of Directors determines otherwise in its sole discretion,
      receipt of bonus under any such plan or program will not be guaranteed and
      will
      depend upon Employee’s and/or the Company’s performance.

     

    Section
      9. Expense
      Account.
      The
      Company shall reimburse Employee for reasonable and customary business expenses
      incurred in the conduct of the Company’s business. Such expenses will include
      business meals, out-of-town lodging and travel expenses, and membership dues
      and
      costs to attend meetings and conventions of business-appropriate organizations
      and associations. Employee agrees to timely submit records and receipts of
      reimbursable items and agrees that the Company can adopt reasonable rules and
      policies regarding such reimbursement. Each approved reimbursement shall be
      made
      in no event later than December 31 of the year following the year in which
      the
      expense was incurred.

     

    Section
      10. Termination.
      (a)
      Notwithstanding the cessation of Employee’s employment, the parties hereto shall
      be required to carry out any provisions of this Agreement which contemplate
      performance by them subsequent to such termination. In addition, no termination
      shall affect any liability or other obligation of either party hereto which
      shall have accrued prior to such termination, including, but not limited to,
      any
      liability, loss or damage on account of breach. No termination of employment
      shall terminate the obligation of the Company to make payments of any vested
      benefits provided hereunder or pursuant to any employee benefit plan maintained
      by the Company in which Employee participates at the time of such termination
      or
      the obligations of Employee under Sections 11, 12 and 13 of this
      Agreement.

     

    (b) Employee’s
      employment hereunder may be terminated by Employee upon thirty (30) days written
      notice to the Company or at any time by mutual agreement in
      writing.

     

    (c) This
      Agreement shall terminate upon the death of Employee; provided, however, that
      in
      such event, in addition to the compensation, (including salary and vested bonus,
      if any), accrued as of date of Employee’s death, the Company shall pay to the
      estate of Employee the salary which otherwise would have been payable to
      Employee from his date of death through then end of the month in which his
      death
      occurs in substantially equal installments at the time such payments would
      have
      been made in accordance with Section 4(a) beginning with the pay date of the
      first full payroll period beginning immediately following the death of Employee,
      subject to Section 25.

     

    (d) The
      Company may terminate Employee’s employment other than for “Cause,” as defined
      in Section 10(e), at any time upon written notice to Employee, which termination
      shall be effective immediately.

     

    (e) The
      Company shall have the right to terminate Employee’s employment under this
      Agreement at any time for Cause, which termination shall be effective
      immediately. Termination for “Cause” shall include termination for Employee’s
      personal dishonesty, willful misconduct, breach of a fiduciary duty involving
      personal profit, willful violation of any law, rule or regulation (other than
      traffic violations or similar offenses), conviction of a felony or of a
      misdemeanor involving moral turpitude, misappropriation of the Company’s assets,
      or a material breach of any other provision of this Agreement. In the event
      Employee’s employment under this Agreement is terminated for Cause, Employee
      shall thereafter have no right to receive any compensation or other benefits
      under this Agreement.

     

    (f) The
      Company may terminate Employee’s employment under this Agreement, after having
      established Employee’s disability, by giving to Employee written notice of its
      intention to terminate his employment for disability and his employment with
      the
      Company shall terminate effective on the 90th day after receipt of such notice
      if within 90 days after such receipt Employee shall fail to return to the
      full-time performance of the essential functions of his position (and if
      Employee’s disability has been established pursuant to the definition of
“disability” set forth below). For purposes of this Agreement, “disability”
means either (i) disability which after the expiration of more than 13
      consecutive weeks after its commencement is determined to be total and permanent
      by a physician selected and paid for by the Company or its insurers, and
      acceptable to Employee or his legal representative, which consent shall not
      be
      unreasonably withheld or (ii) disability as defined in the policy of disability
      insurance maintained by the Company for the benefit of Employee, whichever
      shall
      be more favorable to Employee. Notwithstanding any other provision of this
      Agreement, the Company shall comply with all requirements of the Americans
      with
      Disabilities Act, 42 U.S.C. § 12101 et. seq.
      Upon
      termination for disability, Employee in addition to the compensation (including
      salary and vested bonus, if any) accrued as of date of this termination, will
      also receive in substantially equal installments the salary that would otherwise
      would have been payable to Employee through the end of the month in which such
      termination occurs at the time such payments would have been made in accordance
      with Sections 4(a) beginning with the pay date of the first full payroll period
      beginning immediately following the effective date of Employee’s termination of
      employment because of Employee’s disability, subject to Section 25.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (g) In
      addition to the compensation (including salary and vested bonus, if any) accrued
      as of date of this termination, Employee is entitled to (i) severance pay of
      three (3) month’s salary if terminated by the Company within twelve (12) months
      from the Effective Date, or (ii) severance pay of six (6) months salary if
      Employee is terminated by the Company after Employee has completed more than
      twelve (12) months of employment with the Company from the Effective Date.
      Employee is not entitled to any severance if the termination is due to “Cause”
as defined in Section 10(e). Payment of severance will be made in substantially
      equal installments according to the Company’s normal payroll practices as
      consistent with the payment of Employee compensation pursuant to Section
      4(a).

     

    Section
      11. Confidentiality/Nondisclosure.
      Employee covenants and agrees that any and all information concerning the
      customers, businesses and services of the Company of which he has knowledge
      or
      access as a result of his association with the Company in any capacity, shall
      be
      deemed confidential in nature and shall not, without the proper written consent
      of the Company, be directly or indirectly used, disseminated, disclosed or
      published by Employee to third parties other than in connection with the usual
      conduct of the business of the Company. Such information shall expressly
      include, but shall not be limited to, information concerning the Company’s trade
      secrets, business operations, business records, customer lists or other customer
      information. Upon termination of employment Employee shall deliver to the
      Company all originals and copies of documents, forms, records or other
      information, in whatever form it may exist, concerning the Company or its
      business, customers, products or services. In construing this provision it
      is
      agreed that it shall be interpreted broadly so as to provide the Company with
      the maximum protection. This Section 11 shall not be applicable to any
      information which, through no misconduct or negligence of Employee, has
      previously been disclosed to the public by anyone other than
      Employee.

     

    Section
      12.  Covenants
      Against Competition.
      Employee acknowledges that he will obtain from the Company valuable information
      regarding the business of the Company, and that the services to be rendered
      by
      Employee are of a special character which have unique value to the Company,
      the
      loss of which will not be readily calculable. Employee further acknowledges
      that
      the customers of the Company are located throughout the world, and the market
      of
      the Company has no defined geographic boundaries, so a business could be located
      anywhere in the world, and certainly within the United States, and compete
      with
      the Company. In view of the unique value to the Company of the services of
      Employee and in light of the confidential information to be obtained by or
      disclosed to Employee as hereinabove set forth, including access to the business
      plans and methods of operation of the Company, and as a material inducement
      to
      the Company to employ Employee, he covenants and agrees as follows:

     

    (a) Commencing
      with the date of this Agreement and continuing for a period of 12 months after
      Employee ceases to be employed by the Company for any reason, or 12 months
      from
      the date a court of competent jurisdiction enters a final order enforcing the
      terms of this Section 12, whichever is later, Employee shall not, directly
      or
      indirectly, own, operate, manage, control or participate in the ownership,
      operation, management or control, or perform services of a nature substantially
      similar to those performed or provided by Employee for the Company during the
      last twelve months of his employment, to or for any person, firm, or other
      entity engaged in the business of providing products or services which are
      the
      same as, or substantially the same as, those provided by the Company at the
      time
      Employee’s employment ceases, and which are competitive with the Company (“the
      Business”). The restrictions set forth herein apply only to those persons,
      firms, or other entities which are engaged in the Business within the
      Continental United States. Nothing herein shall prohibit Employee from working
      (i) for any person, firm or entity that is not in competition with the Company,
      or (ii) in any employment position in which he could not cause the Company
      any
      competitive harm.

     

    (b) Commencing
      with the date of this Agreement and continuing for a period of 12 months after
      Employee’s employment ceases, or 12 months from the date a court of competent
      jurisdiction enters a final order enforcing the terms of this provision,
      whichever is later, Employee shall not, directly or indirectly, as a principal,
      agent, employer, employee, partner, consultant, or in any other capacity,
      solicit, divert from the Company or do business with any customer of the
      Company, either in whole or in part, for the purpose of providing any products
      or services which are the same as or substantially the same as, and which are
      competitive with, the Company products and services sold at the time Employee’s
      employment ceases. The phrase “customer” of the Company means any person or
      entity (i) to whom Employee has, directly or indirectly, provided services
      or
      products on behalf of the Company at any time during the 12 months preceding
      the
      cessation of Employee’s employment; (ii) to whom Employee had, directly or
      indirectly, either met, spoken or communicated with for the purpose of offering
      the Company’s services or products during the 12 months preceding the cessation
      of his employment; or (iii) any person or entity about whom Employee acquired
      material information based on his employment with the Company within 12 months
      of cessation thereof, and as to whom Employee has been informed that the Company
      will be providing Company products or services.

     

    (c) Commencing
      with the date of this Agreement and continuing for a period of 12 months after
      he ceases to be employed by the Company for any reason, or 12 months from the
      date a court of competent jurisdiction enters a final order enforcing the terms
      of this Section 12, whichever is later, Employee shall not, directly or
      indirectly, recruit, solicit for employment or employ any person who was an
      employee of the Company at any time during the twelve (12) months preceding
      the
      cessation of Employee’s employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      13. Remedies.
      Employee agrees that a breach of any of the covenants set forth in Sections
      11
      or 12 or their subparts would result in irreparable injury and damage to the
      Company for which it would have no adequate remedy at law; and Employee further
      agrees that in the event of such a breach, the Company shall be entitled to
      an
      immediate injunction to prevent such violations. In the event an action is
      brought in regard to the covenants set forth in Sections 11 or 12, the
      prevailing party shall be entitled to receive all costs and attorneys’ fees as a
      result of such breach.

     

    Section
      14. Reasonableness
      of Restrictions.
      Employee has carefully read and considered the provisions of Sections 11 and
      12
      hereof and, having done so, agrees that the restrictions set forth in such
      Sections (including but not limited to, the time period of the restrictions,
      the
      geographic restrictions and the restrictions on the scope of activity set forth
      in Section 12 hereof) are fair and reasonable and are reasonably required for
      the protection for the interests of the Company, its officers, directors, and
      other employees.

     

    Section
      15. Governing
      Law.
      This
      Employment Agreement shall be subject to and construed in accordance with the
      laws of the State of Florida, without giving effect to its principles of
      conflict of laws.

     

    Section
      16. Venue.
      Employee agrees that, at the option of the Company, any action brought to
      enforce or to test the enforceability of any provision of this Agreement, may
      be
      brought in either the United States District Court for the Middle District
      of
      Florida or the Circuit Court of Pinellas County, Florida.

     

    Section
      17. Continued
      Validity.
      In the
      event that any of the provisions of Sections 11 or 12 (or their subparts) hereof
      shall be held to be invalid or unenforceable, the remaining provisions shall
      nevertheless continue to be valid and enforceable as though the invalid or
      unenforceable parts had not been included therein. In the event that any
      provisions of Section 12 relating to geographic scope, time period and/or
      restricted activity shall be declared by a court of competent jurisdiction
      to
      exceed the maximum time period or restrictions on activities such court deems
      reasonable and enforceable, the parties agree that said geographic scope, time
      period, and/or other restrictions may be modified by the court in a manner
      which
      such court deems reasonable and enforceable.

     

    Section
      18. Assignability.
      This
      Agreement shall be binding upon and inure to the benefit of the Company, and
      may
      be assigned by the Company to any person or firm who may succeed to the majority
      of the assets of the Company. This Agreement shall not be assignable by
      Employee.

     

    Section
      19. Notices.
      Any and
      all notices, designations, consents, offers, acceptance or any other
      communications provided for herein shall be given in writing and shall be deemed
      properly delivered if delivered in person or by registered or certified mail,
      return receipt requested, addressed in the case of the Company to its registered
      agent or in the case of Employee to his last known address.

     

    Section
      20. Entire
      Agreement.

    


    (a) This
      Agreement constitutes the entire agreement among the parties with respect to
      the
      subject matter hereof and supersedes any and all other agreements, either oral
      or in writing, among the parties hereto with respect to the subject matter
      hereof.

     

    (b) This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      considered an original copy of this Agreement, but all of which together shall
      evidence only one agreement.

     

    Section
      21. Amendment
      and Waiver.
      This
      Agreement may not be amended except by an instrument in writing signed by or
      on
      behalf of each of the parties hereto. No waiver of any provision of this
      Agreement shall be valid unless in writing and signed by the person or party
      to
      be charged.

     

    Section
      22. Case
      and Gender.
      Wherever required by the context of this Agreement, the singular or plural
      case
      and the masculine, feminine and neuter genders shall be
      interchangeable.

     

    Section
      23. Captions.
      The
      captions used in this Employment Agreement are intended for descriptive and
      reference purposes only and are not intended to affect the meaning of any
      Section hereunder.

     

    Section
      24. Section
      409A.
      This
      Agreement is intended to comply with the applicable requirements of Section
      409A
      of the Code and shall be construed and interpreted in accordance therewith.
      Notwithstanding the preceding, the Company shall not be liable to Employee
      or
      any other person if the Internal Revenue Service or any court or other authority
      having jurisdiction over such matter determines for any reason that any payments
      under this Agreement are subject to taxes, penalties or interest as a result
      of
      failing to comply with Section 409A of the Code.

     

    Section
      25. Delay
      of Payment.
      Notwithstanding any other provision of this Agreement, if Employee is a
“specified employee” within the meaning of Section 409A of the Code, to the
      extent necessary to comply with Section 409A of the Code, no payments (which
      are
      not otherwise exempt) may be made hereunder before the date which is six months
      after Employee’s separation from service or, if earlier, his death. Any amounts
      which would have otherwise been required to be paid during such six months
      or,
      if earlier, until Employee’s death, shall be paid to Employee in one lump sum
      cash payment as soon as administratively practical after the date which is
      six
      months after Employee’s separation from service or, if earlier, after Employee’s
      death. Any other payments scheduled to be made under this Agreement shall be
      made and provided at the times otherwise designated in this Agreement
      disregarding the delay of payment for the payments described in this Section
      25.
      Additionally, notwithstanding any other provision of this Agreement, Employee
      will only be entitled to receive payment on termination of his employment when
      the termination of employment qualifies as a “separation from service” within
      the meaning of Section 409A of the Code.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Employment Agreement to be signed by its duly authorized
      officer and Employee has hereunto set his hand and seal on the day and year
      first above written.

     

    
      
        	
                AEROSONIC
                  CORPORATION

              
	 	 	 
	
                By:

              	
                /s/
                  Douglas J. Hillman

              	
              
	 	
                Douglas
                  J. Hillman, President/CEO

              
	 	
                 

                 

              	 
	
                EMPLOYEE

                 

              
	
                
                  /s/
                    Thomas Cason    

                

              	 
	
                THOMAS
                  CASON