8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  02/21/2007

OYO GEOSPACE CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number:  333-36727

DE	76-0447780
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

7007 Pinemont Drive, Houston, TX 77040

(Address of principal executive offices, including zip code)

(713) 986-4444

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 1.01.    Entry into a Material Definitive Agreement

On February 21, 2007, the Board of Directors of OYO Geospace Corporation (the "Company") approved a revised compensation structure for the Company's non-employee directors. Pursuant to the revised structure, each non-employee director will receive an annual retainer of $75,000 paid in cash on a quarterly basis. The audit committee chairman will receive an additional annual retainer of $10,000 paid in cash on a quarterly basis. In prior years, the annual retainer for non-employee directors was paid in cash and shares of the Company's common stock, par value $.01 per share (the "Common Stock"). A written description of the Company's compensation arrangements with its directors is attached hereto as Exhibit 10.1. The foregoing description is qualified by reference to such exhibit.

On February 21, 2007, the Company's Board of Directors adopted Amendment No. 2 to the 1997 OYO Geospace Corporation Non-Employee Director Plan, pursuant to which non-employee directors will no longer receive annual grants of an option to purchase 3,150 shares of Common Stock. Amendment No. 2 is attached hereto as Exhibit 10.2. The foregoing description is qualified by reference to such exhibit.

Item 9.01.    Financial Statements and Exhibits

10.1 Arrangements for Compensation of Directors.

10.2 Amendment No. 2 to 1997 OYO Geospace Corporation Non-Employee Director Plan dated February 21, 2007.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		OYO GEOSPACE CORPORATION
Date: February 23, 2007	By:	/s/    Gary D. Owens
		Gary D. Owens
		Chief Executive Officer, President and Chairman of the Board

Exhibit Index

Exhibit No.	Description
EX-10.1	Arrangements for Compensation of Directors.
EX-10.2	Amendment No. 2 to 1997 OYO Geospace Corporation Non-Employee Director Plan dated February 21, 2007.

EX-10.1 2 rrd148402_18661.htm ARRANGEMENTS FOR COMPENSATION OF DIRECTORS.

Exhibit 10.1

COMPENSATION OF DIRECTORS
OF
OYO GEOSPACE CORPORATION

Each member of the Board of Directors of OYO Geospace Corporation (the "Company") who is not an employee of the Company is entitled to receive annual compensation for his service as a director of the Company. Up until February 21, 2007, the amount of this compensation offered was $27,500 for each non-employee director. Under the Company's 1997 Non-Employee Director Stock Plan (the "Director Plan"), $15,000 of this annual compensation was payable in shares of common stock, $.01 par value, of the Company (the "Common Stock"), calculated based on the fair market value thereof on the date of issuance. The Company paid the remaining $12,500 in annual director compensation to each non-employee director in cash in four equal quarterly installments.

Additionally, prior to February 21, 2007, pursuant to the Director Plan, each non-employee director serving on the Board following each meeting of stockholders is also entitled to receive the grant of an option to acquire 3,150 shares of Common Stock at the fair market value on the date of that grant (each, an "Annual Option"). Due to the recent rise in the Company's stock price, however, the combination of the value of the Annual Option (as calculated based on the Black-Scholes valuation method prescribed by SFAS 123R) and the $27,500 annual retainer results in an annual payment to non-employee directors at a significantly higher level than in previous years. This increased director compensation expense has an adverse effect on earnings per share.

On February 21, 2007, the Board approved a new compensation structure for non-employee directors, as recommended by the Board's Compensation Committee. Under this new structure, each non-employee director will receive $75,000 in cash, paid in four equal quarterly installments. The chairman of the audit committee will receive an additional $10,000 in cash, paid in four equal quarterly installments. Pursuant to an amendment to the Director Plan adopted at the same meeting, the Annual Options will no longer be granted. The Board also adopted a policy that over the next three years all non-employee directors shall acquire through open market purchases an ownership interest in the Company's Common Stock with an aggregate value of $50,000.

As in past years, Mr. Katsuhiko Kobayashi, a non-employee director of the Company, declined his annual director compensation paid in respect of fiscal year 2007.

All directors of the Company are reimbursed for ordinary and necessary expenses incurred in attending board and committee meetings.

EX-10.2 3 rrd148402_18662.htm AMENDMENT NO. 2 TO 1997 OYO GEOSPACE CORPORATION NON-EMPLOYEE DIRECTOR PLAN DATED FEBRUARY 21, 2007.

Exhibit 10.2

AMENDMENT NO. 2
TO
1997 OYO GEOSPACE CORPORATION
NON-EMPLOYEE DIRECTOR PLAN

Adopted by the Board of Directors February 21, 2007

This Amendment amends the 1997 OYO Geospace Corporation Non-Employee Director Plan (the "Plan") as follows:

1. Section 6 of the Plan is hereby amended to read in its entirety as follows:

"6. OPTION GRANT SIZE AND GRANT DATES. (a) An option to purchase 6,300 shares of stock (as adjusted pursuant to Paragraph 18) shall be granted to each Eligible Director on the closing date of the initial public offering ("IPO") of the Stock of this Company at an exercise price equal to the per share price to the public, subject to the closing of the IPO. (b) Subject to the provisions of the Plan, the Board may grant Options to purchase shares of Stock to Eligible Directors from time to time. The Board shall determine the number of shares subject to each Option."

-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

Exhibit 10.1

COMPENSATION OF DIRECTORS
OF
OYO GEOSPACE CORPORATION

Each member of the Board of Directors of OYO Geospace Corporation (the "Company") who is not an employee of the Company is entitled to receive annual compensation for his service as a director of the Company. Up until February 21, 2007, the amount of this compensation offered was $27,500 for each non-employee director. Under the Company's 1997 Non-Employee Director Stock Plan (the "Director Plan"), $15,000 of this annual compensation was payable in shares of common stock, $.01 par value, of the Company (the "Common Stock"), calculated based on the fair market value thereof on the date of issuance. The Company paid the remaining $12,500 in annual director compensation to each non-employee director in cash in four equal quarterly installments.

Additionally, prior to February 21, 2007, pursuant to the Director Plan, each non-employee director serving on the Board following each meeting of stockholders is also entitled to receive the grant of an option to acquire 3,150 shares of Common Stock at the fair market value on the date of that grant (each, an "Annual Option"). Due to the recent rise in the Company's stock price, however, the combination of the value of the Annual Option (as calculated based on the Black-Scholes valuation method prescribed by SFAS 123R) and the $27,500 annual retainer results in an annual payment to non-employee directors at a significantly higher level than in previous years. This increased director compensation expense has an adverse effect on earnings per share.

On February 21, 2007, the Board approved a new compensation structure for non-employee directors, as recommended by the Board's Compensation Committee. Under this new structure, each non-employee director will receive $75,000 in cash, paid in four equal quarterly installments. The chairman of the audit committee will receive an additional $10,000 in cash, paid in four equal quarterly installments. Pursuant to an amendment to the Director Plan adopted at the same meeting, the Annual Options will no longer be granted. The Board also adopted a policy that over the next three years all non-employee directors shall acquire through open market purchases an ownership interest in the Company's Common Stock with an aggregate value of $50,000.

As in past years, Mr. Katsuhiko Kobayashi, a non-employee director of the Company, declined his annual director compensation paid in respect of fiscal year 2007.

All directors of the Company are reimbursed for ordinary and necessary expenses incurred in attending board and committee meetings.

EX-10.2

Exhibit 10.2

AMENDMENT NO. 2
TO
1997 OYO GEOSPACE CORPORATION
NON-EMPLOYEE DIRECTOR PLAN

Adopted by the Board of Directors February 21, 2007

This Amendment amends the 1997 OYO Geospace Corporation Non-Employee Director Plan (the "Plan") as follows:

1. Section 6 of the Plan is hereby amended to read in its entirety as follows:

"6. OPTION GRANT SIZE AND GRANT DATES. (a) An option to purchase 6,300 shares of stock (as adjusted pursuant to Paragraph 18) shall be granted to each Eligible Director on the closing date of the initial public offering ("IPO") of the Stock of this Company at an exercise price equal to the per share price to the public, subject to the closing of the IPO. (b) Subject to the provisions of the Plan, the Board may grant Options to purchase shares of Stock to Eligible Directors from time to time. The Board shall determine the number of shares subject to each Option."