**Exhibit 10.1**

**OYO Geospace Corporation**

**FY 2010 BonusProgram**

The FY 2010 bonus program is comprised of three different pools, or “Tiers.” No bonuses are earned until after thecompany earns a 5% return on its Stockholders Equity (referred to as the “Minimum Hurdle”), which allows the company to earn a minimum pretax profit of approximately $5,933,000 before any bonus accruals begin. The distributions of bonusesunder the bonus program are submitted to the Compensation Committee each year for approval. 

**Tier 1 - Employee Profit Sharing Plan**

***Participants:***

Thisplan 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 andmorale. The participants must have been employed 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 amonthly Minimum Hurdle of $494,000). If the monthly Minimum Hurdle is achieved, then 16.7% 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 areused. Therefore, the previous month’s calculation plus the current month’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 themonthly Minimum Hurdle is reached, or decrease if the current month’s Minimum Hurdle is not achieved. This process continues every month until the end of the year. 

The Tier 1 “Profit Sharing” level is capped at $1,600,000 for fiscal year 2010. Monthly testing continues to insure the Tier 1 portion of the bonus plan remains earned, and this portion of thebonus plan can decrease if the minimum level of earnings is not attained in future months. 

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

The Tier 1 bonus pool is allocated to each department based upon each department’s relative annual payroll as a percentage of thecompany’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 onsuch employee’s relative annual payroll of the total department’s annual payroll. Each department’s manager 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, reward individuals who “go beyond the callof 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 are includedin 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 numberof 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 planuntil the Tier 1 profit sharing plan is fully funded. After fully funding the Tier 1 plan, the same 16.7% 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 poolis $1,250,000. Each individual will have goals and tasks to accomplish during fiscal year 2010. 

***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 thegoals and tasks are completed, an individual 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 senior executive officers are the only participants in the Tier 3 plan. This Tier 3 program begins only after the Tier 1 and 2 bonus pools are fully funded, using a 16.7% accrual rate to fundthe Tier 3 plan from pretax earnings. The fiscal year 2010 cap for the Tier 3 plan is $510,000. 

 

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