**Exhibit 10.1**

**OYO Geospace Corporation**

**FY 2009 Bonus Program**

The FY 2009 bonus program is comprised of three different pools, or “Tiers.” No bonuses are earned until after the company earns a 5% return on itsStockholders Equity (referred to as the “Minimum Hurdle”), which allows the company to earn a minimum pretax profit of approximately $5.9 million before any bonus accruals begin. The distributions of bonuses under the bonus program aresubmitted to the Compensation Committee each year for approval. 

**Tier 1 - Employee Profit Sharing Plan**

***Participants:***

This plan includes all employees of the company(except our Russian employees who are rewarded under a small local plan). The Tier 1 program focuses each employee toward maximizing the company’s profits, improving the company’s cohesiveness and morale. The participants must have beenemployed by the company for at least three months and be employed at the time of bonus disbursal. 

***Method of Accrual:***

The company accrues bonus expense each month by dividing the Minimum Hurdle by 12 months (yielding a monthly Minimum Hurdle of $489,000). If the monthly Minimum Hurdle isachieved, then 18% of any pretax profit in excess of the monthly Minimum Hurdle is accrued and added to the bonus pool. In subsequent months, the year-to-date financials are used. Therefore, the previous month’s calculation plus the currentmonth’s calculation are used to test the cumulative monthly Minimum Hurdles required for the Bonus Plan. As a result the previous month’s accrual may increase if the monthly Minimum Hurdle is reached, or decrease if the currentmonth’s Minimum Hurdle is not achieved. This process continues every month until the end of the year. 

The Tier 1 “Profit Sharing” level iscapped at $1,950,000 for fiscal year 2009. Monthly testing continues to insure the Tier 1 portion of the bonus plan remains earned, and this portion of the bonus plan can decrease if the minimum level of earnings is not attained in future months.

***Distribution of the Tier 1 Bonus Pool:***

TheTier 1 bonus pool is allocated to each department based upon each department’s relative annual payroll as a percentage of the company’s total annual payroll. Upon determining each department’s relative share of the Tier 1 bonus pool,a “recommended” calculation is made to distribute the Tier 1 bonus allocation to each employee in the department based on such employee’s relative annual payroll of the total department’s annual payroll. Each department’smanager is allowed to increase or decrease the 

“recommended” calculation by up to twenty percent. This adjustment right gives the manager an opportunity to set goals for their group, rewardindividuals who “go beyond the call of duty” or withhold partial payment for those that cannot or will not go the extra mile. However, every employee receives at least 80% of the recommended amount. 

**Tier 2 - Mid-level Management Bonus Plan**

***Participants:***

Various mid-level management teams characterized by their level of responsibility and capability of making a significant impact on the Company areincluded in this portion of the plan. These groups include an engineering group, manufacturing group, and key employees responsible for profit and loss centers as well as a few key employees that support key programs or activities in the company.The number of eligible participants in each group below could increase or decrease based on individual performance, or as the relative size of each department changes. 

***Method of Accrual:***

There is no accrual for the Tier 2 portion of the bonus plan until the Tier 1 profitsharing plan is fully funded. After fully funding the Tier 1 plan, the same 18% accrual rate continues whereby a bonus pool is set aside to fund the Tier 2 mid-level management bonus plan. The cap for the Tier 2 bonus pool is $1,360,000. Eachindividual will have goals and tasks to accomplish during fiscal year 2009. 

***Distribution of the Tier 2 Bonus Pool:***

The manager of each Tier 2 bonus plan participant must determine how much of the targeted bonus each employee will receive. If the goals and tasks are completed, anindividual would expect to receive the entire amount. But if the tasks are not completed to the manager’s satisfaction, then the manager must decide what portion, if any, the individual will receive. 

**Tier 3 - Senior Executive Officer Bonus Plan**

The three seniorexecutive officers are the only participants in the Tier 3 plan. This Tier 3 program begins only after the Tier pools bonus 1 and 2 pools are fully funded, using an 18% accrual rate to fund the Tier 3 plan from pretax earnings. The fiscal year 2009cap for the Tier 3 plan is $480,000. 

 

-2-