**Exhibit 10.1**

**OYO Geospace Corporation**

**FY 2011 Bonus Program**

The FY 2011 bonus program is comprised of two different pools, or “Tiers.” No bonuses are earned untilafter the company 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 $6,828,000 before any bonus accruals begin. The distributionsof bonuses under the bonus program are submitted to the Compensation Committee each year for approval. 

**Tier 1 - Employee Profit SharingPlan**

***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’sprofits, improving the company’s cohesiveness and morale. 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 a monthly Minimum Hurdle of $569,000). If the monthly Minimum Hurdle is achieved, then 14.5% of anypretax 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 current month’s calculation areused 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 current month’s Minimum Hurdle is notachieved. This process continues every month until the end of the year. 

The Tier 1 “Profit Sharing” level is cappedat $1,700,000 for fiscal year 2011. 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:***

The Tier 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 eachdepartment’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 totaldepartment’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 - Management Bonus Plan**

***Participants:***

Various 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, executive officers and key employees responsible for profit and loss centers as well as a few key employees that support key programs or activitiesin the company. The number of eligible participants in each group 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 ofthe bonus plan until the Tier 1 profit sharing plan is fully funded. After fully funding the Tier 1 plan, the same 14.5% accrual rate continues whereby a bonus pool is set aside to fund the Tier 2 management bonus plan. The cap for the Tier 2 bonuspool is $1,775,000. Each individual will have goals and tasks to accomplish during fiscal year 2011. 

***Distribution of the Tier 2 BonusPool:***

Other than the Compensation Committee which determines the amount of the targeted bonus each executive officerwill receive, the manager of each Tier 2 bonus plan participant must determine how much of the targeted bonus each employee will receive. 

 
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