Exhibit 10.1

DIRECTORRESTRICTEDSTOCK unit AWARDAGREEMENT

GeospaceTechnologiesCorporation(the“Company”),pursuanttotheGeospaceTechnologiesCorporation2014 Long Term Incentive Plan(the “Plan”), herebyawards to you, ___________________,effectiveasof ______________ (the“Grant Date”), _______ Restricted Stock Units under the Plan onthefollowingtermsandconditions (individually, a “Restricted Stock Unit”, and collectively, the “Restricted Stock Units”).  In accepting the Restricted Stock Units granted in this Award Agreement, including, without limitation, the TermsandConditionsof Director RestrictedStock Unit AwardAgreement(the“TermsandConditions”) attached hereto (collectively, this “Agreement”), you accept and agree to be bound by all the terms and conditions of the Plan and this Agreement.  

The Restricted Stock Units are represented by bookkeeping entries on the ledger maintained by the Company under the Plan.  

The Restricted Stock Units granted hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of in any manner.  Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void and the Company shall not be bound thereby.  Further, any shares of the Stock issued under this Agreement may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws.  The recipient of any shares of the Stock issued under this Agreement agrees that the Company may (a) refuse to cause the transfer of any such shares of the Stock to be registered on the applicable stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and (b) give related instructions to the transfer agent, if any, to stop registration of the transfer of such shares of the Stock.  The shares of Stock that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration Statement on Form S-8.  A Prospectus describing the Plan and the shares of Stock is available from the Company.

The Restricted Stock Units that are granted hereby shall be subject to the prohibitions and restrictions set forth herein with respect to the sale or other disposition of the Restricted Stock Units granted hereunder and the obligation to forfeit and surrender such Restricted Stock Units to the Company (the “Forfeiture Restrictions”).  TheForfeitureRestrictionsshall lapseasto the Restricted Stock Units in accordance with the following schedule provided that your service on the Board as a Director has not terminated prior to the applicable lapse date:

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(1) on the first anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to one-quarter of the Restricted Stock Units subject to this Agreement; and

(2) on each succeeding anniversary of the Grant Date, the Forfeiture Restrictions shall lapse as to an additional one-quarter of the Restricted Stock Units subject to this Agreement, so that on the fourth anniversary of the Grant Date the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Units subject to this Agreement.

If a Change of Control of the Company occurs or your service on the Board as a Director terminates before the fourth anniversary of the Grant Date, your rights to the Restricted Stock Units under this Agreement will be determined as provided in the attached Terms and Conditions.

You have no vested interest in the Restricted Stock Units credited to your bookkeeping ledger account under the Plan except as set forth in this Agreement.

Upon the lapse of the Forfeiture Restrictions applicable to a Restricted Stock Unit, the Company shall issue to you one share of the Stock in exchange for such Restricted Stock Unit and thereafter you shall have no further rights with respect to such Restricted Stock Unit.  The Company shall cause to be delivered to the holder of this Agreement, in electronic or certificated form, any shares of the Stock that are to be issued under the terms of this Agreement in exchange for the Restricted Stock Units, and such shares of the Stock shall be transferable by the recipient (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law).

CapitalizedtermsthatarenotdefinedhereinshallhavethemeaningascribedtosuchtermsinthePlan.

Inacceptingtheawardof Restricted Stock Units setforthinthisAgreement (the “Award”) youacceptandagreetobeboundby allthetermsandconditionsofthePlan andthisAgreement, includingtheTermsandConditions.

GEOSPACETECHNOLOGIESCORPORATION

By:Its:

ACCEPTED this ___ day of _______________

_________________________________________
Director Name:  __________________________

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GEOSPACETECHNOLOGIESCORPORATION

TERMSANDCONDITIONS OF
DIRECTORRESTRICTEDSTOCK unit AWARDAGREEMENT

TheseTermsandConditionsareapplicableto the Restricted Stock Unit awardgrantedpursuanttotheGeospace TechnologiesCorporation2014Long TermIncentivePlan(the“Plan”)andareincorporatedaspartofthe Director Restricted Stock Unit Award Agreement settingforththetermsofsuch Restricted Stock Unit award.

1. TERMINATIONOF SERVICE.Thefollowingprovisionswillapplyintheevent your service on the Board as a Director terminates beforethe fourth anniversaryofthe Grant Date(the“Fourth AnniversaryDate”)undertheAgreement:

1.1 TerminationGenerally.Ifyour service on the Board as a Director terminates onorbeforetheFourth AnniversaryDatefor anyreasonotherthanthereasonsdescribedinSections 1.2 and 1.3 below,theForfeitureRestrictionsthen applicabletotheRestrictedStock Units shallnotlapseand all of the RestrictedStock Units thensubject totheForfeitureRestrictionsshallbeforfeitedtotheCompanyonthedateyour service on the Board as a Director terminates.

1.2 Disability.NotwithstandinganyotherprovisionoftheAgreementortheseTermsandConditionstothecontrary, ifyoubecomepermanentlydisabledbeforetheFourth AnniversaryDateandbeforeyour service on the Board as a Director terminates,allremainingForfeitureRestrictions then applicable to the Restricted Stock Units shallimmediatelylapseonthedateofyourbecomingpermanentlydisabled.ForpurposesofthisSection 1.2,youwillbe“permanently disabled”ifyouareunabletoperformanysubstantialgainfulactivitybyreasonofanymedicallydeterminable physicalormentalimpairmentthatcanbeexpectedtoresultindeathorcanbeexpectedtolastforacontinuous periodofnotlessthan12months.

1.3 Death.NotwithstandinganyotherprovisionoftheAgreementortheseTermsandConditionstothecontrary,if youdiebeforetheFourth AnniversaryDateandbefore your service on the Board as a Director terminates for some other reason,allremainingForfeiture Restrictionsapplicable to the Restricted Stock Units shallimmediatelylapseonthedate of death.

2. CHANGE OF CONTROL.NotwithstandinganyotherprovisionoftheAgreementortheseTermsandConditions tothecontrary,ifaChange of ControloccursbeforetheFourth AnniversaryDateandbeforeyour service on the Board as a Director terminates,thenallremainingForfeitureRestrictions applicable to the Restricted Stock Units shallimmediatelylapse immediately prior to the effective time of theChangeofControl.

3. NON-TRANSFERABILITY.TheAgreementisnottransferablebyyouotherwisethanbywillorbythelawsof descentanddistribution.

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4. NO FRACTIONAL SHARES.  All provisions of this Agreement concern whole shares of the Stock.  If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.

5. CAPITAL ADJUSTMENTS AND REORGANIZATIONS.TheexistenceoftheRestricted Stock Unitsshall notaffectinanywaytherightorpoweroftheCompanyoranycompanythestockofwhichisawardedpursuantto theAgreementtomakeorauthorizeanyadjustment,recapitalization,reorganizationorotherchangeinitscapital structureoritsbusiness,engageinanymergerorconsolidation,issueanydebtorequitysecurities,dissolveor liquidate,orsell,lease,exchangeorotherwisedisposeofalloranypartofitsassetsorbusiness,orengageinany othercorporateactorproceeding.

6. NO RIGHTS OF SHAREHOLDER.  You shall not have the voting rights or any of the other rights, powers or privileges of a holder of the Company’s Stock with respect to the Restricted Stock Units that are awarded hereby.  Only after a share of the Stock is issued in exchange for a Restricted Stock Unit will you have all of the rights of a shareholder with respect to such share of Stock issued in exchange for a Restricted Stock Unit.

7. SECURITIES ACT LEGEND.Youconsenttotheplacingonanycertificate or electronic book entry for any shares of Stock issued under this Agreement ofanappropriatelegend restrictingresaleorothertransferofthe sharesexceptinaccordancewiththeSecuritiesActof1933andall applicablerulesthereunder.

8. LIMIT OF LIABILITY.UndernocircumstanceswilltheCompanyoranyAffiliatebeliableforanyindirect, incidental,consequentialorspecialdamages(includinglostprofits)ofanyformincurredbyanyperson,whetheror notforeseeableandregardlessoftheformoftheactinwhichsuchaclaimmaybebrought,withrespecttothePlan or the award of Restricted Stock Units.

9. DATA PRIVACY.TheCompany’sHumanResourcesDepartmentinHouston,Texas(U.S.A.)administersand maintainsthedataregardingthePlan,thegranteesandthe Restricted Stock Unit awardsgranted to allemployees, consultantsanddirectorsintheCompanyanditsAffiliatesworldwide.  ThedataadministeredandmaintainedbytheCompanyincludesinformationthatmaybeconsideredpersonaldata, includingthenameoftheawardee,theawardgrantedandthenumberofsharesofstocksubjecttoanyaward (“PersonalData”).FromtimetotimetheCompanymaytransfercertainofyourPersonalDatatoAffiliatesas necessaryforthepurposeofimplementation,administrationandmanagementofyourparticipationinthePlan(the “Purposes”), andthe Companyand itsAffiliatesmay eachfurther transferyourPersonal Datato anythird parties assisting the Company in the implementation, administration and management of thePlan (collectively, “Data Recipients”).ThecountriestowhichyourPersonalDatamaybetransferredmayhavedataprotectionstandardsthat aredifferentthanthoseinyourhomecountryandthatofferalevelofdataprotectionthatislessthanthatinyour homecountry.  InacceptingtheawardoftheAward,youherebyexpresslyacknowledgethatyouunderstandthatfromtimetotime theCompanyanditsAffiliatesmaytransferyourPersonalDatatoDataRecipientsforthePurposes.Youfurther acknowledgethat

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youunderstandthatthecountriestowhichyourPersonalDatamaybetransferredmayhavedataprotectionstandardsthataredifferentthanthoseinyourhomecountryandthatofferalevelofdataprotectionthatis lessthanthatinyourhomecountry. Further,inacceptingtheawardoftheAward,youherebyexpresslyaffirmthatyoudonotobject,andyouhereby expresslyconsent,tothetransferofyourPersonalDatabytheCompanyanditsAffiliatestoDataRecipientsforthePurposesfromtimetotime.

10. GOVERNING LAW AND VENUE.ThePlan, the Agreement including theseTermsandConditionsandtheAwardshallbegovernedbythe lawsoftheStateof Texas,excludinganyconflictsorchoiceoflawruleorprinciplethatmightotherwiserefer constructionorinterpretation to thesubstantive lawofanotherjurisdiction.InacceptingtheawardoftheAwardyouagreetosubmit solely and exclusively tothejurisdictionandvenueofthefederalorstatecourtsofHarrisCounty,Houston,Texas,toresolveanyandallissues thatmayariseoutoforrelatetothePlan, the Agreement andthegrantoftheAward.

11. AMENDMENT AND WAIVER.  Except as otherwise provided herein or in the Plan or as necessary to implement the provisions of the Plan, the Agreement may be amended, modified or superseded only by written instrument executed by the Company and the then valid holder of the Agreement.  Only a written instrument executed and delivered by the party waiving compliance hereof shall make any waiver of the terms or conditions.  Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company other than the Award recipient.  The failure of any party at any time or times to require performance of any provisions hereof shall in no manner effect the right to enforce the same.  No waiver by any party of any term or condition, or the breach of any term or condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other condition, or the breach of any other term or condition.

12. SECTION 409A.  It is intended that the provisions of the Agreement be exempt from the requirements of Section 409A of the Code, and the accompanying U.S. Treasury Regulations and pronouncements thereunder, under the “short-term deferral” exception described in U.S. Treasury Regulation § 1.409A-1(b)(4) and that the Agreement be interpreted and operated in a manner consistent with such intent.

13. MISCELLANEOUS.TheAgreementisawardedpursuanttoandissubjecttoalloftheprovisionsofthePlan, includingamendmentstothePlan,ifany.IntheeventofaconflictbetweentheseTermsandConditionsandthePlan provisions,thePlanprovisionswillcontrol.Theterms“you”and“your”refertotheParticipantnamedinthe Agreement.CapitalizedtermsthatarenotdefinedhereinshallhavethemeaningsascribedtosuchtermsinthePlan ortheAgreement.

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