EXHIBIT
10.1

    


    O.I.
CORPORATION

    EMPLOYEE
STOCK PURCHASE PLAN

    


    1.           PURPOSE. This Employee Stock
Purchase Plan (the “Plan”) is intended to encourage ownership of the common
stock, par value $0.10 per share (the “Common Stock”), of O.I. Corporation (the
“Company”) by eligible employees of the Company so that the employees may
acquire or increase their proprietary interest in the Company.  The
Plan is intended to facilitate this objective (i) by providing a procedure for
regular payroll deductions to allow for the purchase of shares of Common Stock
on a quarterly basis and (ii) by allowing eligible employees to purchase such
shares without payment of any brokerage fees or commissions.  Subject
to adjustment pursuant to Paragraph 10 hereof, 200,000 shares of Common Stock
are authorized for distribution under this Plan.

    


    2.           ADMINISTRATION
AND INTERPRETATION.  The Plan shall be administered by a
committee (the “Committee”) consisting of not less than three members of the
Board of Directors of the Company (the “Board”) appointed by and serving at the
pleasure of the Board.  All members of the Committee shall be
“disinterested persons” within the meaning of Rule 16b-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934.  The Board
may from time to time appoint members of the Committee in substitution for or in
addition to members previously appointed and may fill vacancies, however caused,
in the Committee.  The Committee may prescribe, amend, and rescind
rules and regulations for administration of the Plan and shall have full power
and authority to construe and interpret the Plan, and any determination by the
Committee under any provision of the Plan shall be final and conclusive for all
purposes.  A majority of the members of the Committee shall constitute
a quorum and the acts of a majority of the members present at a meeting or the
acts of a majority of the members evidenced in writing shall be the acts of the
Committee.  The Committee may correct any defect or any omission or
reconcile any inconsistency in the Plan in the manner and to the extent it shall
deem desirable.  The day-to-day administration of the Plan may be
carried out by such officers and employees of the Company as shall be designated
from time to time by the Committee.

    


    Neither
the Committee nor the members thereof shall be liable for any act, omission,
interpretation, construction, or determination made in connection with the Plan
in good faith, and the members of the Committee shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage, or expense (including counsel fees) arising therefrom to the full extent
permitted by law, the Company’s Articles of Incorporation and the Company’s
Bylaws.  The members of the Committee shall be named as insured
parties under any directors and officers liability insurance coverage which may
be in effect from time to time.

    


    3.           TERM OF
THE PLAN.  The Plan will become effective as of January 1,
1989, and will remain in effect until December 31, 2018 (except for completion
of payroll deductions, return of excess deductions, and delivery of stock
certificates) unless earlier terminated pursuant to Section 9 hereof or by
action of the Board.

    


    4.           ELIGIBILITY.  Any
person who is a full-time employee of the Company is eligible to participate in
the Plan.  Part-time, temporary, contract, and seasonal workers are
not eligible.  A part-time employee is one whose customary employment
is 20 hours or less per week.  A temporary employee is one whose
customary employment is not more than 5 months in any calendar
year.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    5.           PARTICIPATION.  Participation
in the Plan is optional.  An eligible employee may participate in the
Plan with respect to any calendar quarter.  Participation in the Plan
in one calendar quarter does not require participation during any other calendar
quarter.  In order to participate in the Plan, an eligible employee
must submit a subscription contract to purchase shares of Common Stock, on a
form to be provided by the Committee, on or before the 15th day of
the month preceding the first calendar quarter of participation, provided that
subscription contracts relating to the calendar quarter commencing January 1,
1989 may be submitted at any time on or before December 30, 1988.  No
subscription contract will be accepted from an employee who is not on the
payroll on the 15th day of
the month preceding the first calendar quarter covered by such employee’s
subscription contract.  To participate in the Plan with respect to any
calendar quarter, an employee must be an eligible employee on the first day of
such quarter.  An employee participating in the Plan may terminate his
or her participation by giving written notice of such termination to the
Committee on or prior to the 15th day of
the last month of any calendar quarter, and such termination will be effective
as of the last day of such quarter.  Any employee who terminates
participation in the Plan may later participate in the Plan by following the
procedure set forth above with respect to initial participation in the
Plan.

    


    6.           PAYROLL
DEDUCTIONS.  Except as provided below in this Section 6,
subscriptions will be payable by means of payroll deductions only, and no
subscriber may satisfy his or her subscription by the payment of a lump sum of
cash.  Notwithstanding the foregoing, if a participant’s employment
with the Company is terminated on or after the first day of any calendar
quarter, such participant may continue to participate in the Plan with respect
to such quarter if, and only if, such participant makes a cash payment in an
amount equal to the difference between the amount of pay actually deducted from
such participant’s pay for such quarter and the subscription amount for such
quarter.

    


    Each
subscriber will authorize pursuant to a subscription contract, a deduction from
his or her pay with respect to each calendar quarter in a dollar amount not to
exceed 10% of such subscriber’s pay prior to deduction of withholdings, taxes,
and any elective salary reduction amounts deducted pursuant to Section 401(k) or
Section 125 of the Internal Revenue Code of 1986, as amended (“Gross Pay”) for
the first calendar quarter covered by such subscription
contract.  Such dollar amount will be reduced from time to time,
without any specific authorization from the participant, to the extent necessary
to prevent the dollar amount deducted from such participant’s pay for any
calendar quarter to exceed 10% of such participant’s Gross Pay for such
quarter.  A participant’s quarterly deduction amount will be deducted
from the pay of such subscriber in equal installments for each of the payroll
periods within each calendar quarter.  A Participant may increase the
dollar amount (up to 10% of such subscriber’s then current quarterly Gross Pay)
or decrease the dollar amount of his or her subscription for any calendar
quarter by giving written notice to the Administrative Committee on or prior to
the 15th day of
the month preceding such calendar quarter, and such adjusted dollar amount will
be deducted from the pay of such subscriber for each calendar quarter thereafter
until such subscriber subsequently increases or decreases such dollar amount in
the manner set forth above or such subscriber terminates his or her
participation in the Plan in the manner set forth in Section 5
hereof.

    


    All
subscription amounts shall be held by the Plan in a segregated non-interest
bearing account until applied as provided in Section 7 below.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    7.           PURCHASE
AND DISTRIBUTION OF COMMON STOCK.  The Company may satisfy the
subscriptions to purchase Common Stock with respect to any calendar quarter with
shares of Common Stock issued by the Company or purchased on the open market or
from third parties in privately negotiated purchases (or any combination of the
foregoing).  Any such purchases of Common Stock on the open market or
from third parties in privately negotiated purchases with respect to a calendar
quarter will be made by the Committee as nearly as possible to the last business
day of such calendar quarter as the Committee, in its sole discretion, shall
determine.  Any commissions payable with respect to purchases of
Common Stock on the open market or from third parties in privately negotiated
transactions shall be paid by the Company from funds other than the subscription
amounts received from the participants in the Plan.  At the end of
each calendar quarter, the Committee shall use any subscription amounts for such
quarter which have not been used to purchase shares of Common Stock on the open
market or from third parties in privately negotiated transactions to purchase
shares of Common Stock from the Company.  The Company shall issue and
sell shares of Common Stock for such purpose at the Current Market Price
(defined below).  The aggregate number of shares of Common Stock which
are purchased by the Plan on the open market, from third parties in privately
negotiated transactions and from the Company with respect to any quarter shall
be distributed to the employees participating in the Plan with respect to such
quarter on a pro rata basis based on the dollar amount of the subscription of
each participant for such quarter, except that, in the event such pro ration
results in a fractional share being distributable with respect to any
participant, such fractional share shall not be distributed with respect to such
quarter but shall be distributed to such participant in any later quarter in
which such fractional share, when added together with fractional shares
otherwise distributable for other quarters, equals a whole share.  In
the event a participant in the Plan has credited to his account a fractional
share at the time of the termination of his participation in the Plan, the
Company shall pay such participant an amount in cash, in lieu of such fractional
share, equal to the Current Market Price multiplied by the fraction represented
by such fractional share.  Certificates representing the shares of
Common Stock being distributed with respect to any quarter will be delivered to
the participants as soon as reasonably practicable following the end of such
quarter.

    


    As used
herein, (i) “Current Market Price” of a share of Common Stock means the average
of the closing price of the Company’s Common Stock as traded on the NASDAQ Stock
Exchange for the last five days on which the NASDAQ is open for business during
the fiscal quarter; (ii) “Closing Price” for any day means the last sales price
on such day, regular way, or in case no such sale takes place on such day, the
opening price for that day; and (iii) “Trading Day” means a day on which the
principal national securities exchange on which the Common Stock is listed or
admitted to trading is open for the transaction of business or, if the Common
Stock is not listed or admitted to trading on any national securities exchange,
a day on which banking institutions in New York City generally are
open.

    


    8.           WITHHOLDING
TAX.  The Company will withhold from each subscriber’s paycheck
an amount necessary to comply with the withholding requirements of the Internal
Revenue Code of 1986, as amended from time to time.

    


    9.           TERMINATION
UPON CERTAIN MERGERS OR CONSOLIDATIONS.  In the event of the
merger or consolidation of the Company with, or into, another corporation as a
result of which the Company is not the surviving corporation, then the Plan will
terminate as of the last day of the month preceding the month in which the Board
of Directors of the Company approves the merger or consolidation.  In
the event such termination date is the last day of a calendar quarter, the
provisions of Section 7 hereof shall apply in full force and effect with respect
to such quarter.  In the event such termination date is not the last
day of a calendar  quarter, all subscription amounts held by the Plan
on behalf of participants shall be returned to the participants in accordance
with their respective subscription contributions for the quarter in which such
termination occurs.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    10.           ADJUSTMENTS
UPON CHANGES IN CAPITALIZATION.  Subject to any required action
by the shareholders of the Company, the number of shares subject to a
subscription agreement, and the price per share thereof, will be proportionately
adjusted for any increase or decrease in the number of issued shares of Company
Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or stock split or any other increase or decrease in
the number of such shares affected without receipt of consideration by the
Company.

    


    11.           PREEMPTION
BY APPLICABLE LAWS AND REGULATIONS.  Anything in the Plan or
any agreement entered into pursuant to the Plan to the contrary notwithstanding,
if, at any time specified herein or therein for the making of any determination
or the making of any issuance or other distribution of Common Stock, any law,
regulation, or requirement of any governmental authority having jurisdiction in
the premises shall require either the Company or the employee (or the employee’s
beneficiary), as the case may be, to take any action in connection with any such
determination, issuance, or distribution, such determination, issuance, or
distribution, as the case may be, shall be deferred until such action shall have
been taken.

    


    12.           AMENDMENT.  The
Board of Directors of the Company may at any time amend the Plan, except that no
amendment may make any change with respect to subscriptions for the then current
calendar quarter if the change would adversely affect the rights of any
participant.  In addition, the Board will not, without shareholder
approval, make any change that will materially increase the benefits accruing to
participants under the Plan, materially increase the number of shares of Common
Stock which may be distributed under the Plan or materially modify the
requirements as to eligibility for a participation in the Plan.

    


    13.           MISCELLANEOUS

    


    
      	
               
      

            	
              a.

            	
              No
      Employment Contract.  Nothing contained in the Plan shall
      be construed as conferring upon any employee the right to continue in the
      employ of the Company or any affiliate of the
  Company.

            


    

    


    
      	
               
      

            	
              b.

            	
              No
      Rights as Shareholder.  An employee shall have no rights
      as a shareholder with respect to Common Stock covered by the employee’s
      subscription agreement until the date of the issuance of such Common Stock
      to the employee pursuant thereto.  No adjustment will be made
      for dividends or other distributions or rights for which the record date
      is prior to the date of such
issuance.

            


    

    


    
      	
               
      

            	
              c.

            	
              No
      Right to Corporate Assets.  Nothing contained in the Plan
      shall be construed as giving an employee, the employee’s beneficiaries, or
      any other person any equity or interest of any kind on any assets of the
      Company or an affiliate of the Company or creating a trust of any kind or
      a fiduciary relationship of any kind between the Company or an affiliate
      of the Company and any such person.

            


    

    


    
      	
               
      

            	
              d.

            	
              No
      Restriction on Corporation Action.  Nothing contained in
      the Plan shall be construed to prevent the Company or any affiliate of the
      Company from taking any action that is deemed by the Company or such
      affiliate of the Company to be appropriate or in its best interest,
      whether or not such action would have an adverse effect on the
      Plan.  No employee, beneficiary, or other person shall have any
      claim against the Company or any affiliate of the Company as a result of
      any such action.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              e.

            	
              Non-assignability.  Neither
      an employee nor an employee’s beneficiary shall have the power or right to
      sell, exchange, pledge, transfer, assign, or otherwise encumber or dispose
      of such employee’s or beneficiary’s interest arising under the Plan nor
      shall such interest be subject to seizure for the payment of any
      employee’s beneficiary’s debts, judgments, alimony or separate maintenance
      or be transferable by operation of law in the event of an employee’s or
      beneficiary’s bankruptcy or insolvency, and to the extent any such
      interest arising under the Plan is awarded to a spouse pursuant to any
      divorce proceeding, such interest shall be deemed to be terminated and
      forfeited notwithstanding any vesting provisions or other terms herein or
      in the agreement evidencing such
award.

            


    

    


    
      	
               
      

            	
              f.

            	
              Application
      of Funds.  The proceeds received by the Company from the
      sale of Common Stock pursuant to the Plan will be used for its general
      business purposes.

            


    

    


    
      	
               
      

            	
              g.

            	
              Governing
      Law; Construction.  All rights and obligations under the
      Plan shall be governed by, and the Plan shall be construed in accordance
      with, the laws of the State of Texas without regard to the principles of
      conflicts of laws.  Titles and headings to Sections herein are
      for purposes of reference only and shall in no way limit, define, or
      otherwise affect the meaning or interpretation of any provisions of the
      Plan.

            


    

    


    14.           MATCHING
CONTRIBUTIONS.  The Company shall include in the compensation
of each participating employee, who has been a full-time employee of the Company
for at least one year, an additional amount, equal to 15% of the amount
contributed by each participating employee, through payroll deductions, which
amount shall be applied for additional stock purchases through the
Plan.  Effective January 1, 2009, this matching contribution will
increase to 25%.