UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant:  ¨

Check the appropriate box:

Geospace Technologies Corporation

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED JULY 11, 2013DECEMBER 12, 2014

July [    ], 2013January 7, 2015

Dear Fellow Stockholder:

In connection with our previously scheduled special meeting of stockholdersI am pleased to be held July 16, 2013, one of our stockholders filed a complaint against us in the United States District Court for the District of Delaware. The complaint alleged that our prior proxy statement materials, dated June 21, 2013, impermissibly bundled two distinct proposals into one proposal for consideration by our stockholders. While the Company continuesinvite you to believe that its prior presentation of a single proposal was consistent with the applicable rules, the Company has decided to re-solicit the proxies of our stockholders to give our stockholders the opportunity to vote on two separate proposals, and to explain the ramifications of the various options presented. To allow sufficient time for stockholders to consider and vote on the Company’s new proposals, we have postponed the Specialattend Geospace Technologies Corporation’s 2015 Annual Meeting of the Stockholders of Geospace Technologies Corporation.Stockholders. We will hold the meeting at 9:00 a.m. on August [    ], 2013the 12th of February 2015 at our corporate headquarters at 7007 Pinemont Drive,the Crowne Plaza Houston Northwest Brookhollow, 12801 Northwest Freeway, Houston, Texas 77040-6601.77040.

Following this letter you will find the formal Notice of Meeting and a proxy statement which describes the action to be taken at the meeting. We have enclosed aBLUE proxy card so that you may grant your proxy to be voted as you indicate. TheWe have also enclosed proxy card is blue in ordera copy of our 2014 Annual Report. We encourage you to differentiate it from the white proxy card you previously received from us in connection with our previously scheduled special meeting of stockholders that was to be held July 16, 2013.read these materials.

Your vote is important.Please complete and mail your BLUE proxy card promptly, whether or not you plan to attend the specialannual meeting. If you attend the meeting you may vote in person even if you have mailed a signed and dated proxy. Proxies may also be submitted electronically through Internet voting or telephonically. Instructions for telephonic or electronic voting can be found at http://materials.proxyvote.com/37364X.www.edocumentview.com/geos.

In addition to solicitation by use of the mails, certain of our officers and employees may solicit the return of proxies personally or by telephone, electronic mail or facsimile. The cost of any solicitation of proxies will be borne by us.

The Board of Directors recommends that you vote (i) FOR the amendmentelection of directors, (ii) FOR the ratification of the 1997 Key Employee Stock Option Planappointment by the audit committee of the Board of Directors of BDO USA, LLP, independent public accountants, as our auditors for the fiscal year ending September 30, 2015, (iii) FOR the approval of the non-binding, advisory resolution regarding the compensation of Geospace Technologies Corporation’s named executive officers, and (ii)(iv) FORratification the approval of certain stock options issued under the 1997 Key Employee Stock Option Plan.reincorporation of Geospace Technologies Corporation.

Thank you for your cooperation. The rest of the Board of Directors and I look forward to seeing you at the meeting.

Geospace Technologies Corporation

7007 Pinemont Drive

Houston, Texas 77040-6601

July [    ], 2013January 7, 2015

NOTICEOF SAPECIALNNUAL MEETINGOF STOCKHOLDERSTO BE HELD AFUGUSTEBRUARY [    ], 201312, 2015

A SpecialThe Annual Meeting of the Stockholders of Geospace Technologies Corporation will be held at 9:00 a.m. (Houston time) August [    ], 2013,on the 12th of February, 2015, at the company’s corporate headquarters at 7007 Pinemont Drive,Crowne Plaza Houston Northwest Brookhollow, 12801 Northwest Freeway, Houston, Texas 77040-6601,77040, for the following purposes:

(1) to approve an amendment of the Company’s 1997 Key Employee Stock Option Plan

(2) to ratify the grant of certain stock options issued under the Company’s 1997 Key Employee Stock Option Plan

The holders of record of Geospace Technologies Corporation common stock at the close of business on [             ], 2013December 15, 2014 will be entitled to vote at the meeting.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the meeting, please sign, date and mail the enclosed proxy card promptly. If you attend the meeting you may vote in person even if you have mailed a signed and dated proxy. Proxies may also be submitted electronically through Internet voting or telephonically. Instructions for telephonic or electronic voting can be found at http://materials.proxyvote.com/37364X.www.edocumentview.com/geos.

Geospace Technologies Corporation

PROXY STATEMENT

July [    ], 2013January 7, 2015

The Board of Directors (the “Board”) of Geospace Technologies Corporation (the “Company”) is soliciting proxies from its stockholders for the specialannual meeting of stockholders to be held at 9:00 a.m. on August [    ], 2013,the 12th of February 2015, at the Company’s corporate headquarters at 7007 Pinemont Drive,Crowne Plaza Houston Texas 77040-6601,Northwest Brookhollow, 12801 Northwest Freeway, Houston, TX 77040, and for any adjournment thereof.

The Company recently realized that it had granted certain stock options pursuant to its 1997 Key Employee Stock Option Plan (the “Plan”) after the original expiration date of the Plan, and voluntarily informed The NASDAQ Stock Market LLC (“NASDAQ”) of the matter. The Company was subsequently advised by NASDAQ that the Company had violated the shareholder approval requirements of NASDAQ. In order to regain compliance with the NASDAQ rules, the Company issued our prior proxy statement materials, dated June 21, 2013 (the “Prior Proxy Statement”), calling for a special meeting of the Company’s stockholders to be held July 16, 2013 in order to seek stockholder approval of an amendment to the Plan extending its term.

One of our stockholders filed a complaint against us in the United States District Court for the District of Delaware alleging that our Prior Proxy Statement materials impermissibly bundled two distinct proposals into one proposal for consideration by our stockholders. While the Company continues to believe that its prior presentation of a single proposal was consistent with the applicable rules, the Company has decided to reschedule the special meeting of our stockholders and re-solicit the proxies of our stockholders to give our stockholders the opportunity to vote on two separate proposals, and to explain the ramifications of the various options presented. We apologize for any inconvenience, and ask that our stockholders disregard our Prior Proxy Statement and the proxies solicited in connection with our Prior Proxy Statement.

You are entitled to vote at the meeting if you were a holder of record of the Company’s common stock (the “Common Stock”) at the close of business on [                ], 2013.December 15, 2014. On July [    ], 2013,January 7, 2015, stockholders entitled to vote at the meeting will be able to access an electronic version of a proxy card, and this proxy statement and the Company’s 2014 Annual Report at http://materials.proxyvote.com/37364X.www.edocumentview.com/geos. On July [    ], 2013,January 7, 2015, the Company will mailmailed hard copies of these proxy materials to stockholders who have previously elected to receive printed copies.

You may request a printed copy of these proxy materials by sending a written request to Geospace Technologies Corporation, 7007 Pinemont Drive, Houston, Texas 77040-6601, Attention: Secretary. Copies will be mailed to the requesting stockholder free of charge within three business days of the receipt of the request.

On July [    ], 2013,November 30, 2014, there were [12,911,316]13,146,416 shares of the Company’s common stock outstanding. Each share of common stockCommon Stock entitles the holder to one vote on each matter considered at the meeting.

Your proxy card will appoint Gary D. OwensWilliam H. Moody and Thomas T. McEntireL. Davis, Ph.D. as proxy holders, or your representatives, to vote your shares as you indicate. If you sign, date and return your proxy card without specifying voting instructions, the proxy holders will vote your shares (i) FOR the amendmentelection of director nominees named in this proxy statement, (ii) FOR the ratification of the 1997 Key Employee Stock Option Planappointment by the audit committee of the Board of BDO USA, LLP, independent public accountants, as our auditors for the fiscal year ending September 30, 2015, (iii) FOR the approval of the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers, and (ii)(iv) FORratification the approval of certain stock options issued under the 1997 Key Employee Stock Option Plan.reincorporation of the Company from the State of Delaware to the State of Texas.

Signing, dating and returning your proxy card does not preclude you from attending the meeting and voting in person. If you submit more than one proxy, the latest-date proxy will automatically revoke your previous proxy. You may revoke your proxy at any time before it is voted by sending written notice, to be delivered before the meeting, to: Computershare Investor Services, 350 Indiana Street, Suite 800, Golden, Colorado 80401.

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The enclosed form of proxy provides a means for you to vote for the proposals listed in this proxy statement or to withhold authority to vote for proposals.

NoThe Board expects the director nominees named in this proxy statement to be available for election. If any director nominee is not available, the proxy holders may vote your shares for a substitute if you have submitted a signed and dated proxy card that does not withhold authority to vote for director nominees.

The Company is not aware of any matters to be brought before the meeting other than those described in this proxy statementstatement. If any other matters not now known are properly brought by the Company before the meeting, and if you return a signed, dated proxy card, the proxy holders may vote your shares in their discretion as to be considered at the meeting.those other matters.

No business can be conducted at the meeting unless a majority of all outstanding shares entitled to vote is either present at the meeting in person or represented by proxy. The proposals to be considered atthree director nominees who receive the meetingmost votes will be passedelected to the three open directorships even if they receive less than a majority of the votes cast. The proposals relating to the ratification of the appointment of BDO USA, LLP as the auditors of the

Company for the 2015 fiscal year, and the resolution regarding the compensation of the Company’s named executive officers will pass if the proposal receives the affirmative vote of a majority of the votes cast. The proposal relating to the reincorporation of the Company from the State of Delaware to the State of Texas will pass if the proposal receives the affirmative vote of a majority of the shares entitled to vote at the meeting.

Abstentions and broker non-votes are counted as shares present for determining a quorum, but will not be counted to determine the total number of votes cast. However, with respect to the reincorporation proposal, which requires the affirmative vote of a majority of the outstanding shares entitled to vote—as opposed to a majority of those present at the meeting—abstentions and broker non-votes will have the effect of a voteagainst the proposal. Broker non-votes occur when nominees, such as brokers and banks holding shares on behalf of the beneficial owners, are prohibited from exercising discretionary voting authority for beneficial owners who have not provided voting instructions. If you do not give instructions to your bank, brokerage firm or other agent, the bank, brokerage firm or other agent will nevertheless be entitled to vote your shares of common stockCommon Stock in its discretion on “routine matters” and may give or authorize the giving of a proxy to vote the shares of common stockCommon Stock in its discretion on such matters. The ratification of independent public accountants is generally a routine matter whereas the election of directors is not considered a routine matter. There are no rights of appraisal or similar dissenters’ rights with respect to any matter to be acted upon pursuant to this proxy statement.

Representatives of Computershare Investors Services, the transfer agent and registrar for the common stock,Common Stock, will act as the inspectors of election at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special2015 Annual Meeting of Stockholders To Be Held on August [    ], 2013February 12, 2015

Pursuant to the Securities and Exchange Commission rules related to the Internet availability of proxy materials, we have chosen to make this proxy statement, the accompanying notice of annual meeting of stockholders and form of proxy, and our 2014 Annual Report to stockholders available via the Internet at http://materials.proxyvote.com/37364X.www.edocumentview.com/geos.

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PROPOSAL I : ELECTIONOF DIRECTORS

At the meeting, the stockholders will elect three directors. The Board is divided into three classes, each class being composed as equally in number as possible. The classes have staggered three-year terms, with the term of one class expiring at each annual meeting of stockholders.

The directors in Class II, whose terms expire at the meeting, are Tina M. Langtry, Michael J. Sheen and Charles H. Still. The nominating and corporate governance committee of the Company has nominated Ms. Langtry, Mr. Sheen and Mr. Still to serve as Class II directors for a three-year term expiring at the 2018 Annual Meeting of Stockholders. The nominating and corporate governance committee considered various criteria to evaluate the potential candidates including, without limitation, (1) independence, (2) qualification to serve on the committees of the Board, (3) experience in the seismic industry, (4) knowledge of the oil and gas industry, (5) continuing overall contributions and valuable input to the Board and its committees, and (6) a collaborative, persuasive and articulate personality. The nominating and corporate governance committee also considers all of such person’s diversity attributes (e.g., perspectives, professional experience, experiences derived from high-quality business, skills, background and gender) as a whole and does not necessarily attribute any greater weight to one attribute. Each candidate is considered in the context of their contribution to the Board as a whole with the objective of assembling a group that best contributes to the success of our Company and represents stockholder interests through the exercise of sound judgment, using its diversity of perspectives, skills and experiences. After discussions, the nominating and corporate governance committee determined that Ms. Langtry, Mr. Sheen and Mr. Still satisfied the criteria considered by the nominating and corporate governance committee, and nominated Ms. Langtry, Mr. Sheen and Mr. Still to stand for election as Class II directors on the Board of the Company.

Ms. Langtry, Mr. Sheen and Mr. Still have been nominated by the nominating and corporate governance committee to serve as Class II directors for a three-year term expiring at the 2018 Annual Meeting of Stockholders. The directors in Class I are serving terms that expire at the 2016 Annual Meeting of Stockholders. The directors in Class III are serving terms that expire at the 2017 Annual Meeting of Stockholders. Only Thomas L. Davis, Ph.D., William H. Moody, Charles H. Still and Tina M. Langtry are independent, as defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules (the “NASDAQ Rules”) as currently applicable to the Company.

The Board has previously determined the independence of Ms. Langtry and Mr. Still under the criteria established by the NASDAQ and the Securities and Exchange Commission. No specific transactions existed that needed to be considered in determining the independence of Ms. Langtry and Mr. Still in connection with their nomination.

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Information regarding the director nominees and directors whose terms will continue after the meeting follows.

Background of Nominees and Continuing Directors

Thomas L. Davis, Ph.D. became a director in connection with the Company’s initial public offering in November 1997. Dr. Davis is a Professor of Geophysics at the Colorado School of Mines, where he has worked since 1980. He has also been a coordinator of the Reservoir Characterization Project, an industry consortium of the Colorado School of Mines, since it was founded in 1985, with the objective of characterizing reservoirs through development and application of 3-D and time lapse 3-D multicomponent seismology. Dr. Davis consults and lectures worldwide and has written and co-edited numerous papers and other works in the field of seismic interpretation. The Board believes that Dr. Davis’ industry specific experience and expertise and the unique perspective gained from serving as a professor at the Colorado School of Mines enable him to effectively serve as a director.

Tina M. Langtry was the Manager, Discovered Resource Opportunity Evaluations and the General Manager, Global Exploration New Ventures/Business Development for ConocoPhillips from September 2002 until her retirement in January 2008. In such capacity, Ms. Langtry had exploration and appraisal responsibilities for ConocoPhillips’s global new ventures and business development organizations focused on growing ConocoPhillips’s global exploration and production business. Prior to September 2002, Ms. Langtry held various positions with Conoco, Inc., including President and Managing Director of Norske Conoco AS. Ms. Langtry is a member of the American Association of Petroleum Geologists. She has also served as the chairperson for American Petroleum Institute’s executive committee for exploration affairs. She served as a Board member of the Norwegian America Chamber of Commerce, Houston Branch and was a member of several leadership teams in ConocoPhillips. The Board believes that Ms. Langtry’s extensive industry knowledge in oil and gas exploration and other expertise related to the oil and gas industry enable her to effectively serve as a director.

Michael J. Sheen joined the Company as Senior Vice President and Chief Technical Officer in August 1997 and became a director in connection with the Company’s initial public offering in November 1997. Mr. Sheen had been a Senior Vice President and Chief Technical Officer of Input/Output, Inc. (now known as ION

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Geophysical Corp.) beginning in 1991 and had held other positions at Input/Output, Inc. (now known as ION Geophysical Corp.) starting in 1977. The Board believes that Mr. Sheen’s depth of understanding of the Company’s operations and strategy, his extensive employment experience with the Company and his significant industry specific experience enable him to effectively serve as a director.

Charles H. Still became a director in connection with the Company’s initial public offering in November 1997. He was Secretary of the Company, serving in a non-executive capacity, from the Company’s formation in September 1994 until February 2009 and was Secretary of various affiliates and predecessors of the Company since 1980. He was a partner in the law firm of Fulbright & Jaworski LLP from 1975 until 2008. As of January 1, 2008, Mr. Still retired as a partner of that firm and became Of Counsel. In 2008, Mr. Still left Fulbright & Jaworski LLP and became a partner in the law firm of Kelly Hart & Hallman LLP. He retired as a partner of that firm on December 31, 2010 and returned to Fulbright & Jaworski LLP as Of Counsel. Mr. Still retired from his position as Of Counsel in January 2014. Mr. Still also served on the Board of Directors of Martin Midstream GP LLC, the general partner of Martin Midstream Partners L.P., from August 2010 until October 2014. The Board believes that Mr. Still’s extensive legal and financial background and board and corporate governance experience enable him to effectively serve as a director.

William H. Moody has been a director since July 2004. Mr. Moody served with KPMG in many capacities including managing partner, audit partner-in-charge and Securities and Exchange Commission reviewing partner until his retirement in June 1996. Mr. Moody previously served on the Board of Directors of Remote Knowledge, Inc. from November 2005 through July 2008. The Board believes that Mr. Moody’s extensive financial and accounting experience, including that related to the energy industry, enables him to effectively serve as a director.

Richard F. Miles has been a director since May 2, 2013. Mr. Miles is the former Chief Executive Officer and a former Director of Geokinetics Inc. He held that position from August 2007 until his retirement in November of 2012. Mr. Miles also served as President of Geokinetics from August 2007 until May 2012, Chief Operating Officer from March 2007 until August 2007, and President-International Operations from September 2006 until March 2007 following Geokinetics’ acquisition of Grant Geophysical Inc. Mr. Miles served as Director, President and Chief Executive Officer of Grant Geophysical from January 2001 until September 2006. From 1990 to 2000, he was President and Chief Executive Officer of Syntron Inc., a unit of Tech-Sym Corporation. Prior to that, he held various executive positions of increasing responsibility with Geosource Marine Inc. and Geophysical Services Inc. Mr. Miles has over 45 years of international experience in the seismic industry both operationally and in manufacturing. Mr. Miles has served on the Board of Directors of three other public companies as well as several non-profit boards including the International Association of Geophysical Contractors from 1992—2007, where he served as Chairman from 1997—1998. Mr. Miles has an MBA from Southern Methodist University. The Board believes that Mr. Miles’ extensive history and depth of understanding in the seismic industry enables him to effectively serve as a director.

Gary D. Owens has been a director and Chairman of the Board since 1997. Mr. Owens joined the Company as President and Chief Executive Officer in 1997. He held those positions until his retirement in December 2013. From October 1993 until May 1997, Mr. Owens was the President and Chief Executive Officer of Input/Output, Inc. (now known as ION Geophysical Corp.). Mr. Owens had held other positions at Input/Output, Inc. (now known as ION Geophysical Corp.) beginning in 1977. The Board believes that Mr. Owens’ depth of understanding of the Company’s operations and strategy, his strong leadership skills, his extensive employment experience with the Company, and his significant industry and management expertise enable him to effectively serve as a director.

Nominations to the Board

All of the members of the nominating and corporate governance committee are independent, as defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules as currently applicable to the Company. The charter for the nominating and corporate governance committee may be accessed electronically under the “Investor Relations—Code of Business Conduct” section of the Company’s website at www.geospace.com.

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The nominating and corporate governance committee is responsible for reviewing and interviewing qualified candidates to serve on the Board, for making recommendations for nominations to fill vacancies on the Board, and for selecting the nominees for election by the Company’s stockholders at each annual meeting. The nominating and corporate governance committee has not established specific minimum age, education, experience or skill requirements for potential directors. The nominating and corporate governance committee has taken into account all factors it has considered appropriate in fulfilling its responsibilities to identify and recommend individuals as director nominees. Those factors have included, without limitation, the following:

The nominating and corporate governance committee has utilized a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the nominating and corporate governance committee through current Board members, professional search firms, stockholders or other persons. Candidates have been evaluated at regular or special meetings of the nominating and corporate governance committee, and may be considered at any point during the year.

The nominating and corporate governance committee will consider qualified nominees recommended by stockholders. Stockholders desiring to make such recommendations should submit such recommendations to the Company Secretary, c/o Geospace Technologies Corporation, 7007 Pinemont Drive, Houston, Texas 77040-6601. The nominating and corporate governance committee will evaluate candidates properly proposed by stockholders in the same manner as all other candidates.

Committees of the Board and Meeting Attendance

The Board has a standing audit committee, compensation committee and nominating and corporate governance committee.

Audit Committee. The audit committee is charged with, among other tasks, recommending to the entire Board the engagement and discharge of independent auditors of the financial statements of the Company, reviewing and pre-approving the professional services provided by independent auditors, reviewing the independence of independent auditors, reviewing with the auditors the plan and results of the auditing engagement, considering the range of audit and non-audit fees, reviewing the Company’s system of internal accounting controls and reviewing and reassessing the adequacy of its charter on an annual basis. The audit committee met five times during the fiscal year ended September 30, 2014. The audit committee’s report appears below in this proxy statement. The Board of the Company has made a determination that Mr. Moody, a member of its audit committee who is independent, is the audit committee financial expert. Mr. Moody’s background is described above under “Background of Nominees and Continuing Directors.”

Compensation Committee. The compensation committee oversees our compensation programs and is charged with the review and approval of the Company’s general compensation strategies and objectives and the annual compensation decisions relating to our executives. The compensation committee responsibilities also include reviewing and approving employment agreements, severance agreements and any special supplemental benefits applicable to executives; assuring that the Company’s incentive compensation program, including the annual and long-term incentive programs, are administered in a manner consistent with the Company’s

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compensation policy; approving and/or recommending to the Board new incentive compensation programs and equity-based compensation programs; reviewing the Company’s employee benefit programs; recommending for approval all changes to compensation plans that may be subject to the approval of our stockholders or the Board; and retaining compensation consultants and other experts. The compensation committee also reviews the outcome of the stockholder advisory vote on executive compensation. The compensation committee may delegate its authority to subcommittees. The compensation committee charter may be accessed electronically under the “Investor Relations—Code of Business Conduct” section of the Company’s website at www.geospace.com. The compensation committee met five times during the fiscal year ended September 30, 2014. The compensation committee’s report on executive compensation for fiscal year 2014 appears below in this proxy statement.

For more information pertaining to the Company’s compensation policies and practices, please read the “Compensation Discussion and Analysis” section of this proxy statement.

Nominating and Corporate Governance Committee. The nominating and corporate governance committee is charged with, among other things, identifying and recommending nominees for election to the Company’s Board at annual meetings and filling vacancies on the Company’s Board, recommending nominees for appointment to the Company’s committees, annually reviewing the overall effectiveness of the organization of the Board and the committees thereof, developing and maintaining qualification criteria and procedures for the identification and recruitment of candidates for election to serve as directors, and annually reviewing the directors, its own performance and its charter. The nominating and corporate governance committee will consider nominees recommended by stockholders. With respect to procedures that must be followed in order for nominations from stockholders to be considered, see “Nominations to the Board” above. The nominating and corporate governance committee met six times during the fiscal year ended September 30, 2014.

Board Leadership Structure and Role in Risk Oversight

Mr. Owens serves as our Chairman of the Board. He also held the positions of President and Chief Executive Officer from 1997 until his retirement in December 2013. We have not established a written position description for our Chairman of the Board. A primary function of that position is to set the agenda for and lead meetings of the Company’s Board.

The Board believes that the Company will benefit from Mr. Owens’ continued services as a director and as Chairman of the Board given his extensive experience at the Company’s operations. Our Board does not have an independent lead director.

The Board has an active role in evaluating the Company’s risk management in our ongoing business by regularly reviewing information presented by management regarding the Company’s business and operations risks and monitoring risk areas through board reports and related discussions at board meetings. Our Board also reviews and approves the capital budget on an annual basis. Our committees include an audit committee, which oversees accounting and financial issues and risks, a compensation committee, which reviews leadership performance and compensation, and a nominating and corporate governance committee, which assesses Board performance and corporate governance issues.

Compensation of Directors

For the fiscal year ended September 30, 2014, each non-employee director received $85,000 per year in cash, paid in four equal quarterly installments. The Chairman of the Board receives an additional $15,000 per year and the chairman of the audit committee receives an additional $10,000, in cash, paid in four equal quarterly installments. Each non-employee director was also granted 500 shares of restricted stock. The shares vest in four equal annual installments with the first installment vesting on the first anniversary of the date of grant. All directors are reimbursed for ordinary and necessary expenses incurred in attending board and committee meetings.

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The following table summarizes compensation paid to each non-employee director during the fiscal year ended September 30, 2014:

Director Compensation

Directors receive the director compensation payments irrespective of meeting attendance. During fiscal year 2014, each director attended, in person or by telephone, at least 75% of the meetings held by the Board and by the committees on which the director served.

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PROPOSAL II : ARPPROVALATIFICATIONOF AMENDMENTTO 1997 KEY EMPLOYEE STOCK OPTION PLANPPOINTMENTOF ATHEUDITORS

For fiscal years 2013 and 2014, the Company retained UHY, LLP (“UHY”), independent public accountants, to provide audit services to the Company and, in consideration of such services, paid to UHY the amounts specified under the heading “Independent Public Accountants” in this proxy statement. On December 1, 2014, UHY informed the Company that effective on that date, its Texas practice had been acquired by BDO USA, LLP (“BDO”). As a result of this transaction, UHY has elected not to stand for reappointment as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2015.

The audit committee of the Board has appointed BDO to audit our consolidated financial statements for the year ending September 30, 2015, and such appointment has been approved by the Board.

In the event the appointment of BDO is not ratified, the audit committee will consider the appointment of other independent auditors. A representative of BDO is expected to be present at the annual meeting and will be available to make a statement if such representative desires to do so and to respond to appropriate questions.

The Board recommends voting “FOR” this proposal.

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Audit Committee Report

We have reviewed and discussed the Company’s audited financial statements for the fiscal year ended September 30, 2014 with management and have discussed with UHY, the independent auditors for the Company, the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU Section 380) and related amendments with respect to those statements. We have received the written disclosures and the letter from UHY required by Rule 3526 adopted by the Public Company Accounting Oversight Board regarding independence and have discussed with UHY its independence in connection with its audit of the Company’s most recent annual financial statements. Based on this review and these discussions, we recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014.

Thomas L. Davis, Ph.D., William H. Moody and Charles H. Still were the members of the audit committee during fiscal year 2014. Dr. Davis, Mr. Moody and Mr. Still are independent, as independence is defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules as currently applicable to the Company.

The Board has adopted a written charter for the audit committee. The charter of the audit committee may be accessed electronically under the “Investor Relations—Code of Business Conduct” section of the Company’s website at www.geospace.com.

The information in this Audit Committee Report shall not be deemed to be soliciting material, or be filed with the Securities and Exchange Commission or subject to Regulation 14A or 14C or to liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent that we specifically incorporate these paragraphs by reference.

Thomas L. Davis, Ph.D.

William H. Moody

Charles H. Still

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Independent Public Accountants

UHY served as the Company’s principal independent public accountants for fiscal years ended September 30, 2013 and September 30, 2014. As described above, BDO acquired UHY’s Texas practice. A representative of BDO is expected to attend the annual meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

CAudit Fees

The aggregate fees billed by UHY for professional services rendered for the audit of the Company’s annual financial statements, including for professional services rendered in connection with the audit of internal control over financial reporting in compliance with Section 404 of the Sarbanes Oxley Act of 2002 and the reviews of the financial statements included in the Company’s Forms 10-Q were $460,000 during the 2014 fiscal year and $460,000 during the 2013 fiscal year.

Audit-Related Fees

The Company uses firms other than UHY for certain of its statutory audit-related services for its international subsidiaries. There were no fees billed by UHY for audit-related services not disclosed in “Audit Fees” above for the 2014 or 2013 fiscal years.

Tax Fees

The aggregate fees billed by UHY for tax services for the 2014 fiscal year was $38,000. The Company used a firm other than UHY for its tax services for the 2013 fiscal year.

All Other Fees

There were no fees billed by UHY for other services not disclosed above for the 2014 or 2013 fiscal years.

UHY leases all its personnel, who work under the control of UHY partners, from wholly-owned subsidiaries of UHY Advisors, Inc., in an alternative practice structure.

Compatibility of Certain Fees with Independent Accountants’ Independence

The audit committee has adopted pre-approval policies and procedures pursuant to which the engagement of the Company’s independent accountant is approved. Such procedures govern the ways in which the audit committee will pre-approve audit and various categories of non-audit services that the independent accountant provides to the Company and its subsidiaries. In accordance with this policy, the audit committee had given its approval for the provision of audit services by UHY for the fiscal year ended September 30, 2014. Services which have not received pre-approval must receive specific approval of the audit committee. The audit committee is informed of each such engagement in a timely manner, and such procedures do not include delegation of the audit committee’s responsibilities to management. All audit contracts that were entered into in fiscal year 2014 were pre-approved by the audit committee.

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POMPANYROPOSAL III : ADVISORY (NON-BINDING) VOTETOON EXTENDITSXECUTIVE TCERMOMPENSATION

Our BoardAs required pursuant to Section 14A of Directors (the “Board”) is submitting for stockholder approval the amendment (the “Amendment”)Securities Exchange Act, at the meeting, the stockholders will vote on a non-binding, advisory resolution regarding the compensation of the Company’s named executive officers.

We believe that our compensation policies and procedures are competitive, focused on pay-for-performance and strongly aligned with the long-term interests of our stockholders. This advisory stockholder vote, commonly known as “Say-on-Pay,” gives you as a stockholder the opportunity to endorse or not endorse the compensation we pay our named executive officers through voting for or against the following resolution:

“Resolved, that the stockholders approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2015 proxy statement pursuant to Item 402 of Regulation S-K, (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and the other executive compensation tables and related discussion).”

The Company and the compensation committee remain committed to the compensation philosophy, policies and objectives outlined under the heading “Compensation Discussion and Analysis” in this proxy statement. As always, the compensation committee will continue to review all elements of the executive compensation program and take any steps it deems necessary to continue to fulfill the objectives of the program.

Stockholders are encouraged to carefully review the “Compensation Discussion and Analysis” section of this proxy statement for a detailed discussion of the Company’s executive compensation program.

Because your vote is advisory, it will not be binding upon the Company or the Board. However, the compensation committee will take into account the outcome of the vote when considering future executive compensation arrangements. Additionally, your advisory vote will not be construed (i) as overruling a decision by the Company or the Board, (ii) to create or imply any change to the fiduciary duties of the Company or the Board, (iii) to create or imply any additional fiduciary duties for the Company or the Board, or (iv) to restrict or limit the ability of shareholders to make proposals for inclusion in proxy materials related to executive compensation.

The Board recommends voting “FOR” this proposal.

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Executive Officers and Compensation

The Company considers the following individuals to be its only executive officers, and there are no other individuals who are head of principal business units, divisions or functions or who perform policy making functions other than the individuals identified below. Information regarding such named executive officers follows:

Walter R. Wheelerbecame the Company’s President and Chief Executive Officer in January 2014. Mr. Wheeler served as the Company’s Executive Vice President and Chief Operating Officer from 2012 until December 31, 2013. Mr. Wheeler had been a design engineer with the Company since 1997. Prior to 1997, Key Employee Stock OptionMr. Wheeler worked for 13 years as a design engineer at Input/Output, Inc. (now known as ION Geophysical Corp.). Mr. Wheeler received his Bachelor of Science degree in Electrical Engineering from Rice University.

Thomas T. McEntirejoined the Company as Chief Financial Officer in September 1997 and became Secretary in February 2009. Mr. McEntire had been Financial Controller of APS Holding Corporation (“APS”) beginning in February 1995 and held other senior financial management positions since joining APS in 1990. Prior to joining APS, Mr. McEntire held various positions with Coopers & Lybrand L.L.P. from 1982 to 1990.

Robbin B. Adamsbecame the Company’s Executive Vice President and Chief Project Engineer in 2012. Mr. Adams has been a design engineer with the Company since 1997. Prior to 1997, Mr. Adams worked for 16 years as a design engineer at Input/Output, Inc. (now known as ION Geophysical Corp.).

Mr. Owens’ and Mr. Sheen’s backgrounds are described above under “Background of Nominees and Continuing Directors.”

Compensation Discussion and Analysis

Executive Compensation Program

Objectives of Compensation Program

Our executive compensation program is designed to attract, motivate and retain highly talented and experienced management personnel and to reward management for the Company’s successful financial performance and for increasing stockholder value. We provide compensation and incentives through a combination of salaries, annual performance bonuses and long-term incentive stock-based awards.

Executive officers generally receive the same employee and fringe benefits as other employees. Any differences are typically due to position, seniority, or local requirements. Consistent with this philosophy, executive officers receive minimal perquisites. Messrs. Wheeler, Sheen, McEntire and Adams have entered into employment agreements with the Company, which, under certain circumstances, provide them with certain severance benefits upon their terminations of employment. See “Potential Payments upon Termination or Change-in-Control” below for more information on these benefits. Our compensation policies are designed to enhance our financial performance and stockholder value by aligning the financial interests of the executive officers and employees with those of our stockholders.

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What Our Compensation is Designed to Reward

Our compensation program is designed to reward teamwork and each individual’s contribution to the Company, including the impact of such contribution on the Company’s overall financial performance, as well as to produce positive long-term results for our stockholders and employees.

Administration

The compensation committee is composed of three non-employee members of the Board. No compensation committee member participates in any of our employee compensation programs. Our non-employee directors are eligible to participate in our 2014 Long-Term Incentive Plan. The compensation committee (i) sets and recommends annual compensation, including equity awards, for Messrs. Wheeler, Sheen, McEntire, and Adams to the full Board for approval, (ii) reviews and approves the compensation program for all other employees as recommended to the compensation committee by the President and Chief Executive Officer, and (iii) reviews and approves awards under equity incentive plans and the non-equity incentive program to all employees as recommended to the compensation committee by management.

The compensation committee does not currently engage any consultant related to executive compensation matters.

At the 2014 annual meeting of stockholders, the stockholders approved, by a non-binding, advisory resolution, the compensation of the Company’s named executive officers. The compensation committee considered this resolution of the stockholders in its review of executive compensation in fiscal year 2014 and determined that the stockholders generally supported the compensation packages awarded to the Company’s named executive officers, and the objectives and policies by which those packages were determined. Pursuant to a resolution adopted by the stockholders at the 2011 annual meeting of stockholders, the stockholders will have an opportunity to approve or withhold approval of executive compensation by a non-binding advisory resolution on an annual basis at each annual meeting of stockholders.

Elements of Compensation

General

The primary elements of the executive compensation program consist of (1) base salary, (2) annual cash bonuses pursuant to a non-equity incentive program, and (3) long term incentives in the form of equity-based compensation awards. Equity-based compensation awards have historically included nonqualified stock options and restricted stock awards. Each executive officer’s current and prior compensation is considered in setting future compensation and, while consideration is given to the vesting and value of previously granted equity-based compensation awards, the total compensation package is not regularly adjusted for such values. In addition, the Company focuses on the relative roles throughout the organization when determining compensation.

The Company chooses to pay each element of compensation to reward executives through various means. The base salary and employee benefits compensate executives for their daily efforts as management of the Company. The annual cash bonus program, described in more detail below, encourages executives to not only meet goals for the Company, measured in terms of consolidated pretax profits (before bonus), but also encourages other employees to meet goals as well. The equity-based compensation awards provide a long term incentive to executives to improve the performance of the Company as viewed by the market.

An executive officer’s annual base salary and annual cash bonus do not fluctuate as a result of increases or decreases in the market value of equity-based compensation awards. Thus, for example, if the stock price has grown significantly, resulting in large potential gains on vested stock awards, an executive officer’s base salary or bonus potential is not adjusted for that reason. However, the compensation committee would consider those gains in awarding additional equity-based compensation. Similarly, the compensation committee would not

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consider a large cash bonus award under the Company’s annual bonus plan or the Executive Officer Annual Bonus Plan (as amendedto be a reason to reduce the equity-based compensation awards or annual base salary received by the executive in the following fiscal year. The Company views each compensation element as a different means of encouraging and promoting performance. These compensation elements are designed to work in tandem.

In fiscal year 2013 no new stock options or restricted stock grants were awarded to the named executive officers. In fiscal year 2014, the compensation committee approved grants of restricted stock to the following named executive officers:

No new stock options were awarded in fiscal year 2014 to the named executive officers.

The compensation committee considers the balance of base salary levels supplemented by bonus awards and equity compensation in evaluating the total executive compensation package. The executive officers are encouraged to earn their bonus and equity compensation in order to realize the full value of their compensation package. We intend that the attainment of the performance goals established by the compensation committee will benefit our stockholders.

The compensation committee does not believe that there is another public company that is a peer to the Company in the seismic industry—the Company is a manufacturer of seismic products and does not provide traditional seismic services or maintain a seismic library, unlike other similar companies. One of the Company’s most direct competitors is a subsidiary of a much larger company, and there is no access to salary information of the subsidiary alone. The compensation committee from time to time the “Plan”, anddoes review publicly available information as amended by the Amendment, the “Amended 1997 Plan”), a copy of which is attached hereto as Exhibit A. The Amended 1997 Plan is a broad-based incentive plan that provides for the granting of awards to our key employees. The Company has previously discussedother seismic industry participants to help its 1997 Non-Employee Director Plan (the “Director Plan”) and its 1999 Broad-Based Option Plan (the “Broad-Based Plan”), neither of which are proposed to be amended. At this time, no additional awards may be granted under the Director Plan or the Broad-Based Plan according to their terms.

The Amendment is intended to retroactively extend the termunderstanding of the Plan until November 14, 2017 as under the technical provisions of the Plan the term expired on November 14, 2007. The Amended 1997 Plan is consistentmarketplace in substance with the original Plan prior to the Amendment. The following is a summary of the Amended 1997 Plan:

Since August 1, 2001, the Company has only issued stock options undercompetes to retain executive talent. Management assists the Plan. If the Amendment is approved, the Compensation Committee and the Board contemplate that stock options may be issuedcommittee in gathering this information from other companies in the future. Although allowed by the Amended 1997 Plan, neither the Compensation Committee nor the Board currently anticipates granting restricted stock awardsseismic industry. The compensation committee strives to executives or other employeesmaintain a reasonable compensation package for each executive officer in the foreseeable future.

The Amended 1997 Plan is proposedorder to enable us toretain such officer and provide a meansincentives for such officer to continue to attract ableimprove the Company’s performance in the future.

In setting compensation levels for fiscal year 2014, the compensation committee did not undertake to perform a formal analysis of its other seismic industry participants’ executive salaries. The conclusion of the compensation committee after its most recent examination of the publicly available executive compensation of certain seismic industry participants from 2010 was that the Company’s compensation of each of its executive officers, particularly their base salaries, were well within and typically much lower than the compensation of executive officers in other seismic industry companies, adjusting for various factors such as size, location and seniority of the executive officer.

The Company places a high priority on the retention of its key employees, particularly our executive officers. The Board of the Company believes that these executive officers have made significant contributions to the growth and to providedevelopment of the Company and have developed a means whereby those individualssynergy among themselves that fosters progress and support. The Board believes that a loss of any one of these executive officers could have a significant adverse impact on the Company. The compensation committee has further recognized that contributions from Sheen and McEntire continued for a period of seven years during which their salaries remained stagnant while the salaries of executives in other seismic industry companies steadily increased. Based upon whomthese considerations, the responsibilities restcompensation committee designed compensation packages for our successful administration and management, and whose present and potential contributionsexecutive officers.

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The compensation committee targets overall compensation packages for our executive officers that are of importance, can acquire and maintain ownershipcompetitive compared to the total value received by comparable executive officers at other seismic industry companies. Due to the nature of the Company’s common stock, par value $.01 per share (the “Common Stock”), thereby strengthening their concernbusiness, it is possible for our executive officers to receive substantial financial rewards when the Company’s welfare. A further purposefiscal year financial performance exceeds expectations. Conversely, in years when the Company’s fiscal year financial performance does not meet expectations, our executive officers will receive minimal financial compensation, if any, in addition to their base salaries. Thus, to establish some consistency that would improve the likelihood of retention of these executive officers, the compensation committee attempts to maintain annual base salary ranges that are intended to keep salaries reasonably competitive with salaries at other seismic industry companies. The remaining portions of the Amended 1997executives’ compensation packages are tied to the Company’s financial performance, thus providing an incentive to executive officers and a benefit to our stockholders.

Chief Executive Officer

In the fiscal year 2012, Mr. Owens’ annual base salary was increased by 10% to $302,500 taking into account the record performance of the Company during the fiscal year 2011 and the differential between Mr. Owens’ total compensation package and those in similar positions in other seismic industry companies. Mr. Owens also participated in the 2012 Bonus Plan, which is described in more detail under “Annual Performance Bonuses” below. No discretionary bonus was awarded to provide such individualsMr. Owens during the fiscal year 2012. Mr. Owens’ overall compensation package for fiscal year 2012 had a value of $582,024.

In the fiscal year 2013, Mr. Owens’ compensation package was not adjusted from fiscal year 2012 levels. Mr. Owens also participated in the 2013 Bonus Plan, which is described in more detail under “Annual Performance Bonuses” below. No discretionary bonus was awarded to Mr. Owens during the fiscal year 2013. Mr. Owens’ overall compensation package for fiscal year 2013 had a value of $595,313.

In the first quarter of fiscal year 2014, Mr. Owens’ compensation package was not adjusted from fiscal year 2013 levels. Mr. Owens did not participate in the 2014 Bonus Plan, which is described in more detail under “Annual Performance Bonuses” below. No discretionary bonus was awarded to Mr. Owens during the fiscal year 2014. Mr. Owens’ overall compensation package for fiscal year 2014 had a value of $99,303 and Mr. Owens retired from his position as President and Chief Executive Officer on December 31, 2013.

Beginning with additional incentivehis appointment to the position on January 1, 2014, Mr. Wheeler’s annual base salary was set at $300,000 based on his experience, qualifications, familiarity with the Company, base salary of other executive officers at the Company and reward opportunities designedthose in similar positions in other seismic industry companies. Although no discretionary bonus was awarded, the compensation committee approved a comprehensive, company-wide cash bonus compensation plan for fiscal year 2014 with greater bonus pool potential than those established under a similar cash bonus compensation plan applicable to enhance our profitable growth. Accordingly,fiscal year 2013. Mr. Wheeler’s overall compensation package for fiscal year 2014 had a value of $1,995,470.

Chief Technical Officer

In the Amended 1997fiscal year 2012, Mr. Sheen’s annual base salary was increased by 10% to $272,250 taking into account the record performance of the Company during the fiscal year 2011 and the differential between Mr. Sheen’s total compensation package and those in similar positions in other seismic industry companies. Mr. Sheen also participated in the 2012 Bonus Plan, provideswhich is described in more detail under “Annual Performance Bonuses” below. No discretionary bonus was awarded to Mr. Sheen during the fiscal year 2012. Mr. Sheen’s overall compensation package for fiscal year 2012 had a value of $545,571.

In fiscal year 2013, Mr. Sheen’s compensation package was not adjusted from fiscal year 2012 levels. Although no discretionary bonus was awarded, the following:compensation committee approved a comprehensive, company-wide cash bonus compensation plan for fiscal year 2013 with greater bonus pools than those established under a similar cash bonus compensation plan applicable to fiscal year 2012. Mr. Sheen’s overall compensation package for fiscal year 2013 had a value of $562,832.

The base annual salaries of the Company’s named executive officers at the end of fiscal year 2014 were as follows:

for fiscal year 2014. The Board adopted the Amended 19972014 Bonus Plan on May 2, 2013, subject to stockholder approvalfollowing discussion at the Special Meeting. Ifsame meeting. The 2014 Bonus Plan, which follows the Amended 1997same principles, goals and criteria as in the bonus plan previously established for prior fiscal years, set forth various targets and criteria for the Company’s operating performance and established a cash bonus, assessed on an individual basis, for employees of the Company. The financial targets were designed to provide incentives for the employees to work as a team to improve our financial results.

Under the 2014 Bonus Plan, every employee of the Company is not approved by our stockholders ateligible to participate in Tier I of the Special Meeting, then no future awards will be granted underBonus Plan, except for employees in the Plan.Russian Federation who participate in a local plan. Under Tier I, employees share proportionally in the Company’s profits based on each employee’s relative payroll. The PlanTier I bonus pool is our only existing compensatory plan under which equity awards relating to shares of Common Stock may be granted to our key employees. As of July [    ], 2013, the aggregate number of shares of Common Stock that remain available to be issued under the Plan, and will be available under the Amended 1997 Plan, is approximately 184,350 shares.

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Reasonsestablished by accruing 14.2% of consolidated pretax profits (before bonus) above a specified range. Various management teams, including the Board Recommends Voting For Approvalexecutive officers, and selected key employees are eligible to participate in Tier II of the 2014 Bonus Plan, Amendmentwhich applies after Tier I is fully funded. The Tier II bonus pool is established by accruing 14.2% of consolidated pretax profits (before bonus) within a specified range above Tier I. Under Tier II, certain participants share in the bonus pool depending on the satisfaction of predefined goals by their respective working groups. None of the named executive officers were required to satisfy predefined goals under the 2014 Bonus Plan. Tier I bonuses are paid if the Company reaches a predetermined pretax profit (before bonus) level. Tier II is based on attaining a predetermined consolidated pretax profits (before bonus) level as well as, in most cases (but not in the case of our named executive officers), specific performance criteria of the group eligible for the bonus. The predetermined pretax profits (before bonus) levels as well as the specific performance criteria are re-evaluated annually. The groups eligible for Tier II bonuses in one year are not necessarily eligible the following year. The eligible groups are selected based on management’s goals for improvement across the Company.

Our named executive officers were not required to achieve individual performance targets in order to earn their respective annual cash incentive payments under the 2014 Bonus Plan. However, the consolidated pretax profits (before bonus) of the Company must reach a predetermined threshold before Tier I or Tier II bonus payments will be made. The difficulty of attaining the performance criteria fluctuates in response to the Company’s industry, market and overall performance. While each of Messrs. Wheeler, Sheen, McEntire and Adams has the ability to influence the Company’s financial performance, none of them can ensure that the Company’s performance will rise to the level of satisfying the Tier I or Tier II thresholds. During fiscal year 2014, the Tier I bonus pool of $3,500,000 was fully funded. The Tier II bonus pool was funded in the amount of $2,990,000.

At the annual stockholders meeting held on February 23, 2009, the Company’s stockholders approved the OYO Geospace Corporation Executive Officer Annual Bonus Plan (the “Executive Officer Annual Bonus Plan”). Only executive employees who are or may become “covered employees” of the Company, as defined in Section 162(m) of the Code are eligible participants. Thus, only Messrs. Wheeler, Sheen and Adams are eligible to participate in the Executive Officer Annual Bonus Plan. The performance goal necessary for the payment of bonuses under the Executive Officer Annual Bonus Plan is the achievement of positive return on stockholder equity, as reported in the Company’s year-end or, if applicable, quarterly earnings release. The compensation committee may, in its discretion, add additional terms or conditions to the receipt of a bonus under the Executive Officer Annual Bonus Plan so long as such additional terms and conditions do not contradict the terms of the Executive Officer Annual Bonus Plan. Thus, if the performance criteria of positive return on stockholder equity is not satisfied, the compensation committee will not award bonuses under the Executive Officer Annual Bonus Plan. In no event may a bonus be paid pursuant to the Executive Officer Annual Bonus Plan to any participant for any fiscal year be in excess of $1.0 million. The ability to achieve the performance criteria required under the Executive Officer Annual Bonus Plan is analogous to the challenge presented by the 2014 Bonus Plan criteria: the difficulty of attaining the performance criteria fluctuates in response to the Company’s industry, market and overall performance. While the actions and individual job performance of each of Messrs. Wheeler, Sheen and Adams may influence the Company’s financial performance, none of them can ensure that the Company’s performance will result in a positive return on stockholder equity.

Long-Term Stock-Based Compensation

The Board believesWe also believe that encouraging our employeeslong-term incentive compensation is an important component of the Company’s compensation program and that the value of this compensation should be directly related to own sharesincreases in stockholder value. Therefore, in addition to base salaries and annual performance bonuses, the executive officers have historically participated in the 1997 Key Employee Stock Option Plan, as amended, which allowed the Company to grant long-term incentive compensation to its executive officers in the form of stock options and restricted stock awards. These options and restricted stock awards typically vest 25% per year over four years and are therefore intended to compensate executive officers for long-term appreciation in the market value of our Common Stock fosters broad alignment betweenStock.

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Historically, stock option grants and restricted stock awards were determined based on an individual’s annual compensation and their contribution to the interestscompany. The compensation committee independently sets and recommends stock option grants and restricted stock awards for the Company’s executive officers to the full Board for approval. The proposed stock option and restricted stock awards to non-executives is presented by the President and Chief Executive Officer and approved by the Board upon the recommendation of employeesthe compensation committee. Mr. Sheen abstains from voting with respect to his own compensation and option grants. In fiscal year 2014, Mr. Wheeler was awarded 15,000 shares of restricted stock and Messrs. Sheen, McEntire and Adams were each award 10,000 shares of restricted stock. In fiscal year 2014, no stock options were awarded to the Company’s executive officers and no stock options were exercised by the Company’s executive officers.

Relative Size of Major Compensation Elements

The combination of base salary, annual non-equity incentive awards and equity incentive awards comprise total direct compensation. In setting named executive officer compensation, the compensation committee considers the aggregate compensation payable to the executive officer and the interestsform of our stockholders.the compensation. The Boardcompensation committee seeks to achieve the appropriate balance between immediate cash rewards and incentives for the achievement of both annual and long-term financial and non-financial objectives.

Timing of Compensation Decisions

On September 26, 2013, the compensation committee approved an increase in base salary for Mr. Wheeler of 71.4% as a result of his appointment to President and Chief Executive Officer effective January 1, 2014 to reflect his significant new responsibilities and reviewed salary information from several other seismic industry companies. The compensation committee also believes that extendingapproved an increase in the base salaries for Mr. Sheen, Senior Vice President and continuingChief Technical Officer of 10.2%, Mr. McEntire, the Plan will bringVice President, Chief Financial Officer and Secretary of 13.6% and Mr. Adams, the Chief Project Engineer of 56.25%, effective January 1, 2014. These increases was determined by the compensation committee to be appropriate in order to retain Messrs. Sheen, McEntire and Adams following the compensation committee’s evaluation of peer company data and in light of, among other things, the performance of the Company into complianceduring fiscal year 2013 and the period of time that had elapsed since the last adjustment to executive compensation, which had occurred at the end of fiscal year 2011.

Benefits

We offer a variety of health and welfare and retirement programs to all eligible employees. Executive officers generally are eligible for the same benefit programs on the same basis as the rest of the broad-based employees. The health and welfare programs are intended to protect employees against catastrophic loss and encourage a healthy lifestyle. Our health and welfare programs include medical, wellness, pharmacy, dental, life insurance and accidental death and disability. Each employee receives life insurance equal to the employee’s annual salary with NASDAQ listing requirements,a maximum payout of $100,000 and will further helpaccidental death and dismemberment coverage.

We maintain a defined contribution retirement plan that is intended to qualify under Section 401(k) of the Code. The plan covers all full-time employees who meet age and service requirements. The plan provides for pre-tax, elective employee contributions with a matching contribution from us ranging from 50% to attract, motivate100% of employee contributions, up to a maximum of 3.5% of the employee’s annual salary.

We offer vacation time determined by years of service. As of September 30, 2014, Mr. Sheen had accrued 322 hours of vacation; Mr. McEntire had accrued 198 hours of vacation; Mr. Wheeler had accrued 322 hours of vacation; and retain talented, qualified employees.Mr. Adams had accrued 254 hours of vacation. Employees, including executive officers, may roll over up to 160 hours of unused vacation time to subsequent years.

Other Matters ConsideredPerquisites

As described above, we maintain life insurance policies on each named executive officer for the benefit of such executive’s family members. The maximum payout under each of these policies is $100,000. We also

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maintain key man life insurance policies on each executive officer exclusively for the benefit of the Company. Additionally, the Company provides promotional shirts, hats and Company logo golf balls to employees for use at Company-sponsored events and exhibitions. The Company may, during years when the Company is meeting its financial goals, reimburse the executive officers for the travel expenses of each executive’s spouse to attend certain annual geophysical conferences in North America and Europe.

Impact of Accounting and Tax Treatment

A standard issued by the Financial Accounting Standards Board

In determining whether requires a public company to extendmeasure the termcost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the Plan andaward. The equity awards we grant are structured to recommendcomply with the Amended 1997 Plan to our stockholders for approval, the Board also considered a stockholder cost analysis, burn rate analysis and voting power dilution analysis prepared by an independent third party consultant (the “Plan Consultant”). The Plan Consultant’s analysis includes an estimate that the stockholder cost percentage resulting from the extensionrequirements of the Amended 1997 Plan fromstandard to maintain the appropriate equity accounting treatment.

Section 162(m) of the Code places a limit of $1,000,000 on the amount of compensation paid to the chief executive officer and after the datefour other most highly compensated executive officers (excluding the chief financial officer) that may be deducted by us in our U.S. tax return in any year unless the compensation is performance-based compensation as described in Section 162(m) and the related regulations. The compensation committee believes the compensation earned in excess of this proxy statement could be 3.74%, which is belowamount by Messrs. Sheen, Wheeler and Adams, including compensation attributable to the acceptable dilutive impact threshold noted by the Plan Consultant. The stockholder cost percentage was computed by the Plan Consultant as the estimated cost to stockholders of the Amended 1997 Plan’s extension from and after the date of this proxy statement expressed as a percentage of the Company’s estimated total market value. The Plan Consultant’s analysis indicated that the Company’s average burn rateexercise of stock options, overwill not result in a material loss of tax deductions to the 2012, 2011 and 2010 fiscal years was 0.35% (calculated utilizing the Plan Consultant’s internal burn rate formula), as compared to an industry burn rate threshold of 4.57%. The Plan Consultant’s analysis indicated that the Company’s average burn rate of stock options over the 2012, 2011, 2010, 2009, and 2008 fiscal years was 0.70%. The average burn rates over such three and five year periods were calculated by the Plan Consultant as the averageCompany.

Section 409A of the numberCode, as amended (“Section 409A”), provides that deferrals of shares underlying awards grantedcompensation under a nonqualified deferred compensation plan for all taxable years are currently includible in each such fiscal year divided by the weighted average common shares outstanding for that fiscal year. The Plan Consultant’s burn rate formula differs from our internal burn rate formula in that it applies a multiplier to “full value awards” (shares underlying restricted stock awards and other full value awards for which the participant does not pay for the shares), resulting in a higher burn rate. The Plan consultant’s analysis includes an estimate that the voting power dilution (on a fully diluted basis) result from the extension of the Plan from and after the date of this proxy statement could be 3.88%, which is below the 10.23% voting power dilution percentage noted by the Plan Consultant.

Potential Impacts of Approval by Stockholders of the Amended 1997 Plan

The Board believes that adopting the Amendment is in the best interest of the stockholders as the Board believes that granting equity-based compensation will incentivize our employees to work to achieve stock price appreciation and will better enable us to attract and retain talented, qualified employees. Additional grants of optionsgross income to the Company’s key employees under the Amended 1997 Plan would dilute the interestsextent not subject to a substantial risk of stockholders as the number of shares outstanding on a fully diluted basis would increase. While it isforfeiture and not possiblepreviously included in gross income, unless certain requirements are met. We intend to predict with precision the dilutive effect that the approval of the Amendment may have on our stockholders, as noted above, the Plan Consultant’s analysis indicates that the stockholder cost percentage resulting from the extension of the Plan from and after the date of this proxy statement is estimatedstructure any deferred compensation items to be 3.74%.in compliance with Section 409A.

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Summary Compensation Table

The following table sets forth certain information regarding compensation paid for services rendered during the fiscal years ended September 30, 2012, 2013 and 2014, respectively, to each of our named executive officers:

Summary Compensation Table

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The values listed for fiscal year 2013 were awarded under the 2013 Bonus Plan, but not paid until fiscal year 2014. The 2013 Bonus Plan was designed with a two tier structure. The Tier I pool, which is allocated among all employees based upon relative payroll amounts, was capped at $3,050,000. Tier I pool was funded by an accrual of 16.7% of any pretax profits in excess of the minimum predetermined threshold (5% return on stockholder equity). The Tier II pool was capped at $3,450,000, funding at 16.7% of any pretax profits in excess of the minimum predetermined threshold. The minimum predetermined threshold was satisfied for fiscal year 2013. Both the Tier I bonus pool and the Tier II bonus pool were fully funded.

The values listed for fiscal year 2014 were awarded under the 2014 Bonus Plan, but not paid until fiscal year 2015. The 2014 Bonus Plan was designed with a two tier structure. The Tier I pool, which is allocated among all employees based upon relative payroll amounts, was capped at $3,500,000. Tier I pool was funded by an accrual of 14.2% of any pretax profits in excess of the minimum predetermined threshold (5% return on stockholder equity). The Tier II pool was capped at $3,700,000, funding at 14.2% of any pretax profits in excess of the minimum predetermined threshold. The minimum predetermined threshold for Tier I was satisfied for fiscal year 2014. The Tier I bonus pool was fully funded and the Tier II bonus pool was funded in the amount of $2,990,000.

Additionally, on February 23, 2009, the Company’s stockholders approved the Executive Officer Annual Bonus Plan. Only Messrs. Sheen, Wheeler and Adams are eligible to participate in the Executive Officer Annual Bonus Plan. The terms of the Executive Officer Annual Bonus Plan establish a performance goal whereby return on stockholder equity must be positive to permit distribution of bonuses under the Executive Officer Annual Bonus Plan. If the positive return on stockholder equity goal is not met for any given year, no bonuses will be paid under the Executive Officer Annual Bonus Plan for the applicable year. This performance goal was met in fiscal year 2012, 2013 and 2014. However, the Executive Officer Annual Bonus Plan gives the compensation committee the discretion to add additional terms or conditions to the receipt of a bonus under the Executive Officer Annual Bonus Plan so long as such additional terms and conditions do not contradict the terms of the Executive Officer Annual Bonus Plan. The compensation committee declined to award any amounts to Messrs. Sheen, Wheeler and Adams under the Executive Officer Annual Bonus Plan due to the significant amount awarded to the executive officers under the 2012, 2013 and 2014 Bonus Plan.

Equity Compensation Plan Information

The following table summarizes information with respect to our equity plan information is accuratecompensation plans under which our equity securities are authorized for issuance as of September 30, 2012:

Equity Compensation Plan Information2014:

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Security Ownership of Certain Beneficial Owners and Management

The following table indicates the beneficial ownership as of December 5, 2014 of shares of Common Stock of each director and named executive officer, each person known to the Company to beneficially own more than 5% of the outstanding Common Stock and all directors and named executive officers as a group, along with the percentage of outstanding Common Stock that such ownership represents. The Company based the information regarding beneficial ownership by third persons of more than 5% of its outstanding capital stock on a search of all Schedules 13D and 13G filed with the Securities and Exchange Commission with respect to the Common Stock and additional information received by the Company from NASDAQ. Each person named has sole voting and investment power with respect to the shares indicated except as otherwise stated in the notes to the table.

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Employee Equity Incentive Plans

In February 2014, the Board and stockholders approved the 2014 Long Term Incentive Plan (the Plan), which replaced the 1997 Key Employee Stock Incentive Plan.

The Plan is administered by the compensation committee. Under the Plan, the compensation committee may grant incentive stock options, nonqualified stock options and restricted stock. The purchase price of shares subject to an incentive option granted under the Plan is determined by the compensation committee and may not be less than the greater of: (a) 100% of the fair market value of the shares of Common Stock on the date the option is granted or (b) the aggregate par value of the shares of Common Stock on the date the option is granted. The compensation committee in its discretion may provide that the price at which shares of Common Stock may be purchased under an incentive option shall be more than 100% of fair market value. In the case of any 10% stockholder, the price at which shares of Common Stock may be purchased under an incentive option shall not be less than 110% of the fair market value of the Common Stock on the date the incentive option is granted. The price at which shares of Common Stock may be purchased under a nonqualified option shall not be less than the greater of: (a) 100% of the fair market value of the shares of Common Stock on the date the option is granted or (b) the aggregate par value of the shares of Common Stock on the date the option is granted. The compensation committee in its discretion may provide that the price at which shares of Common Stock may be purchased under a nonqualified option shall be more than 100% of fair market value.

Options granted under the Plan must be exercised within ten years from the date of grant. In the case of a 10% stockholder, no incentive option shall be exercisable after the expiration of five years from the date the incentive option is granted.

Generally, awards granted under the Plan are not transferable by the holder other than by will or under the laws of descent and distribution. Options granted under the Plan, if vested, terminate on the earlier of (i) the expiration date of the option or (ii) one day less than three months after the date the holder of the option terminates his or her employment with us for any reason other than the death, disability or the retirement of such holder. During such three-month period the holder may exercise the option in respect of the number of shares that were vested on the date of such severance of employment. In the event of severance because of the death, disability or retirement of a holder before the expiration date of the option, the option terminates on the earlier of such (i) expiration date or (ii) one year following the date of severance. During this period the holder, or his or her heirs, as the case may be, generally may exercise the option in respect of the number of shares that were vested on the date of severance because of death, disability or retirement.

At September 30, 2014, an aggregate of 1,480,500 shares of common stock were available for issuance under the Plan.

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Grants of Plan-Based Awards Table

The following table summarizes plan-based awards granted to named executive officers of the Company during the fiscal year ended September 30, 2014:

2014 Grants of Plan-Based Awards Table

SummaryMaterial Terms of the Amended 1997 PlanPlan-Based Awards

Below is a summary of theThe material terms of the Amended 1997Executive Officer Annual Bonus Plan, the 2014 Bonus Plan and our employee equity incentive plans are described in the footnotes to the2014 Grants of Plan-Based Awards Table as well as under the captions “Compensation Discussion and Analysis—Elements of Compensation—General—Annual Performance Bonuses” and “Employee Equity Incentive Plans.”

Salary and Bonus in Proportion to Total Compensation

As stated above, the compensation committee seeks to achieve the appropriate balance between immediate cash rewards and incentives for the achievement of both annual and long-term financial and non-financial objectives. The compensation committee believes that our compensation program should be tied in part to our stock price performance so as to align our named executive officers’ interests with those of our stockholders. The value of the combined base salary and annual bonus (non-equity awards as described above) for each of our named executive officers represented approximately 31% of their total respective compensation in fiscal year 2014.

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Outstanding Equity Awards at Fiscal Year-End Table

The following table summarizes certain information regarding unexercised options, vested stock and equity incentive plan awards outstanding as of the end of the fiscal year ended September 30, 2014 for each of the named executive officers:

Outstanding Equity Awards at Fiscal Year-End Table

Option Exercises and Stock Vested Table

No stock options were exercised and no stock awards vested during the fiscal year ended September 30, 2014 for any of our named executive officers.

Pension Benefits

We currently have no defined benefit pension plans.

Nonqualified Deferred Compensation

We currently have no defined contribution plans which provide for the deferral of compensation on a basis that is not tax qualified.

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Potential Payments upon Termination or Change-in-Control

Pursuant to their employment agreements, as amended, each of Messrs. Sheen, McEntire, Wheeler and Adams is entitled to receive the severance benefits described below upon termination of his employment unless the termination:

“Cause” is defined to mean the employee’s willful and continued failure to perform his duties after a demand for his performance of those duties or the employee’s willfully engaging in gross misconduct materially and demonstrably injurious to the Company. “Good Reason” is defined to mean a demotion, a reduction in base salary, a relocation of the employee’s base location of employment, the discontinuation of any employee benefit without comparable substitution, the failure of any successor of the Company to assume the employment agreement or a purported termination not in compliance with the employment agreement.

The severance benefits to which Messrs. Wheeler, Sheen, McEntire and Adams would be entitled on termination would be an amount equal to the product of (a) his then-current annual salary plus the average of the bonus payments paid to the executive in respect of the three fiscal years preceding the fiscal year in which the termination occurs, multiplied by (b) two. The executive would also receive any relocation and indemnity payments to which he is entitled and any costs and legal fees incurred in connection with any dispute over his employment agreement, and a gross-up for any applicable “excess parachute payment” tax imposed by the Code.

These payments would be due in a lump sum on the tenth day following the date of termination. The amounts paid are based on the salary rate in effect at the time of termination, unless the employee is terminating employment for Good Reason due to a reduction in salary, in which case the salary rate shall be the rate in effect prior to such reduction.

So long as Messrs. Wheeler, Sheen, McEntire or Adams are terminated without Cause, neither is required to perform any further agreement or action in order to receive these benefits. However, in connection with these employment agreements, each of them have agreed that he will not disclose or misappropriate any confidential information of the Company and that all intellectual property developed by them is the property of the Company.

If the employment of any of Messrs. Wheeler, Sheen, McEntire or Adams had been terminated on September 30, 2014, the terminated employee would have received the amount set forth in the table below in a lump sum payment plus any relocation and indemnity payments to which he is entitled. In the case of Mr. Sheen, the terminated employee would additionally be entitled to receive any costs and legal fees incurred in connection with any dispute over his employment agreement, and a gross-up for any applicable “excess parachute payment” tax imposed by the Code.

Compensation Risks

We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. In addition, the compensation committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks.

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Compensation Committee Interlocks and Insider Participation

In fiscal year 2014, the compensation committee was composed of Dr. Thomas L. Davis, Mr. Charles H. Still and Ms. Tina M. Langtry.

The amended charter of the compensation committee may be accessed electronically under the “Investor Relations—Code of Business Conduct” section of the Company’s website at www.geospace.com.

Compensation Committee Report

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated under the Exchange Act. Based on such review and discussions, the compensation committee has recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement relating to the 2015 annual meeting of stockholders.

The information in this Compensation Committee Report shall not be deemed to be soliciting material, or be filed with the Securities and Exchange Commission or subject to Regulation 14A or 14C or to liabilities of Section 18 of the Exchange Act, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this report by reference.

Thomas L. Davis, Ph.D.

Charles H. Still

Tina M. Langtry

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PROPOSAL IV: REINCORPORATIONOFTHE COMPANYFROMTHE STATEOF DELAWARETOTHESTATEOF TEXAS

Summary

The principal effects of the proposed reincorporation will be that:

General

The Board has unanimously approved and recommends that the shareholders approve the reincorporation of the Company from the State of Delaware to the State of Texas (the “Reincorporation” or the “Reincorporation Proposal”). The Company would effect the Reincorporation by creating a Texas corporation as a wholly owned subsidiary and adopting an agreement and plan of merger, the proposed form of which is attached hereto asAppendix A (the “Agreement and Plan of Merger”) and filing certificates of merger in both Delaware and Texas. At the effective time of the Reincorporation, the Company would amend the merger subsidiary’s certificate of formation to one that would govern the Company as a Texas corporation going forward, the proposed form of which is attached asAppendix B. The Agreement and Plan of Merger also would adopt bylaws for the resulting Texas corporation going forward, the proposed form of which is attached asAppendix C.

Apart from being governed by the proposed Texas certificate of formation, Texas bylaws and Texas corporation law, for all other purposes, the Company as a Texas corporation will possess the rights, privileges, powers and franchises, the real and mixed property. All debts due to Geospace Delaware will be vested in Geospace Texas, and all debts, liabilities and liens of Geospace Delaware will be the debts, liabilities and liens of Geospace Texas. Geospace Texas will continue with the same officers and directors of Geospace Delaware, the rights of creditors of Geospace Delaware will continue to exist, and the ownership interest of the shareholders of Geospace Delaware will be converted to an identical interest in Geospace Texas. No regulatory approval (other than various filings with Secretary of State of Texas and Delaware discussed above) is required to effect the Reincorporation.

Reasons for the Reincorporation

Because the Company’s headquarters and its principal operations, management and employees are located in Houston, Texas, the Company’s status as a Delaware corporation physically located in Texas requires the Company to comply with reporting and tax obligations in both Delaware and Texas. For the most recent franchise tax period, the Company paid $157,000 in franchise taxes to the State of Delaware. The Company believes that the Delaware legislature will likely increase the rates applicable to the Company in the future, making the annual Delaware franchise tax obligation effectively perpetual. The Company is obligated to pay the same amount of Texas margin tax regardless of where it is incorporated, and the Company’s Texas margin tax obligations will not change as a result of the Reincorporation. Accordingly, the Reincorporation will result in a net savings by the Company of $157,000 annually.

The Company does not conduct any operations in Delaware and does not anticipate doing so in the future other than sales to customers located in Delaware, which at present do not account for an appreciable portion of

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the Company’s overall sales. The Company does not conduct any operations in any state in the United States other than Texas, other than sales to customers located in those states. Thus, the Company does not believe it receives any material financial benefit as a result of being incorporated in Delaware. The Company also considered its relatively small capitalization and its desire to cut unnecessary costs. If the proposed reincorporation is implemented, Geospace Texas would benefit from a recurring reduction in franchise taxes compared to Geospace Delaware because Geospace Texas would no longer have a franchise tax obligation in Delaware. In addition, since the Company is headquartered in Texas and conducts its primary operations from Texas, the application of Texas corporate laws will be advantageous to the operations and management of the Company.

Furthermore, incorporation in Delaware subjects the Company to the jurisdiction and venue of federal and state courts in Delaware in possible litigation, even though it has no management, employees, or operations there. Delaware courts typically require the retention of Delaware counsel in proceedings there in addition to the Company’s Texas counsel. The Company believes the risk of this potential expense and other hurdles of litigation conducted far from its Houston offices is unwarranted.

The Company believes that the Texas legislature has demonstrated a willingness to maintain modern and effective corporation laws to meet changing business needs. While some regard Delaware corporate law as the most extensive and well-defined body of corporate law in the United States, the Company does not believe there is significant risk to the Company or its shareholders if the Company is governed under Texas corporate law rather than Delaware corporate law. Additionally, the Company regards certain aspects of Delaware law more uncertain and complex than their Texas equivalents due to the large body of nuanced Delaware case law. While there are some advantages under Delaware corporate law to being a Delaware corporation, there are also advantages under Texas corporate law to being a Texas corporation. The Company believes that, on balance, the impact on the Company of implementing the reincorporation proposal from a corporate law perspective will be neutral to the Company and its shareholders.

In preparing the Texas Certificate of Formation and Bylaws that will govern Geospace Texas in the event this proposal is approved by the stockholders, the Company attempted to mirror as closely as possible the stockholder voting thresholds that are currently in effect for Geospace Delaware. In some instances, Texas law does not allow for identical voting thresholds, and in those cases the Company attempted to approximate the stockholder voting thresholds under Delaware law as nearly as possible.

We have provided a discussion of additional differences between the Delaware and Texas corporate laws below under the heading “Comparison of Shareholder Rights Before and After the Reincorporation.”

No Change in Business, Jobs, Physical Location, Etc.

The Reincorporation Proposal will effect a change in the legal domicile of the Company and other changes of a legal nature, the most significant of which are described below under the heading “—Comparison of Shareholder Rights Before and After the Reincorporation.” The Reincorporation Proposal will not result in any change in headquarters, business, jobs, management, location of any of our offices or facilities, number of employees, taxes payable to the State of Texas, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation and the Delaware franchise tax savings discussed above). Our management, including all directors and officers, will remain the same in connection with the reincorporation and will have identical positions with Geospace Texas. None of the Company’s subsidiaries will be changing their respective states or jurisdictions of incorporation, or making any other changes, in connection with the reincorporation. To the extent the Reincorporation will require the consent or waiver of a third party (for example, the consent of the Company’s primary lender), the Company will use commercially reasonable efforts to obtain such consent or waiver before completing the Reincorporation. If a material consent cannot be obtained, the Company will not proceed with the Reincorporation. The Reincorporation will not otherwise affect any of the Company’s material

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contracts with any third parties and the Company’s rights and obligations under such material contractual arrangements will continue as rights and obligations of Geospace Texas as a Texas corporation.

Comparison of Shareholder Rights Before and After the Reincorporation

The Reincorporation will effect some changes in the rights of the Company’s shareholders. This is as a result of differences between the Texas Business Organizations Code (“TBOC”) and the Delaware General Corporation Law (“DGCL”), as well as differences between each of the Company’s charter documents before and after the Reincorporation. Summarized below are the most significant differences between the rights of the Company’s shareholders before and after the Reincorporation. The differences between the current Delaware certificate of incorporation and bylaws and the proposed Texas certificate of formation and bylaws, as relevant to such rights, are noted within this summary. The summary below is not intended to be relied upon as an exhaustive list of all the differences or a complete description of the differences resulting from the Reincorporation. Furthermore, this summary is qualified in its entirety by reference to the full textDGCL, the Company’s existing Delaware certificate of incorporation and bylaws, the TBOC, and the Company’s proposed Texas certificate of formation and bylaws.

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Mechanism for Reincorporation into Texas

The process for changing the Company from a Delaware corporation to a Texas corporation will be for the Company to form a wholly-owned subsidiary in the State of Texas and to merge the Company into the Texas subsidiary by adopting the Agreement and Plan of Merger. The Agreement and Plan of Merger calls for the surviving Texas corporation to adopt the proposed Texas certificate of formation, which will be the certificate of formation of the Plan andCompany after the Amendment which is attached to this Proxy Statement as Exhibit A.Reincorporation.

AdministrationStock and Equity Incentive Awards

The Amended 1997At the effective time of the Reincorporation, each outstanding share of Common Stock of Geospace Delaware will automatically be converted into one share of common stock of Geospace Texas. If you hold physical stock certificates, you do not have to exchange your existing stock certificates of the Company for stock certificates of the resulting Texas corporation; however, after the Reincorporation, any shareholder desiring a new form of stock certificate may submit the existing stock certificate to Computershare, the Company’s transfer agent, for cancellation and obtain a new certificate by contacting Computershare at 800-962-4284. Pursuant to the Agreement and Plan is administered byof Merger, the Compensation Committeeresulting Texas corporation will assume all of the Company’s Board or another committee (or a subcommittee thereof), each appointed byobligations under the Board of Directors (the “Committee”) that is comprised solely of two or more non-employee directors who also qualify as “outside directors” (within the meaning assigned to such term under Section 162(m) of the Code (“Section 162(m)”)) and as “Non-Employee Directors” as defined in Rule 16b-3 of the Exchange Act.

The Committee will have full authority, subject to the terms of the AmendedCompany’s 1997 Plan, to establish rules and regulations for the proper administration of the Amended 1997 Plan, to select the employees to whom awards are granted, and to set the dates of grants, the types of awards that shall be made (whether Non-statutoryKey Employee Stock Options or Incentive Stock Options) and the other terms of the awards. When granting awards, the Committee will consider such factors as an individual’s duties and present and potential contributions to our success and such other factors as the Committee in its discretion shall deem relevant. The Committee may also correct any defect or supply any omission or reconcile any inconsistency in the Amended 1997 Plan or in any agreement relating to an award in the manner and to the extent it shall deem expedient to carry it into effect.

Number of Shares Subject to the Amended 1997Option Plan and Award Limits

The aggregate maximum2014 Long Term Incentive Plan. Each outstanding option to purchase shares of Common Stock under these plans will be converted into an option to purchase an equal number of shares of Common Stockthe resulting Texas corporation’s common stock on the same terms and conditions as in effect immediately prior to the Reincorporation. Each other award (restricted stock is the only other type of award currently outstanding) will be converted to an equivalent award with the same terms issued by the Texas corporation.

Effective Time

If the Reincorporation Proposal is approved, the Reincorporation will become effective upon the filing of, and at the date and time specified in (as applicable), a certificate of merger filed with the Secretary of State of the State of Delaware and a Texas certificate of merger and the Texas certificate of formation filed with the Secretary of State of the State of Texas, in each case upon acceptance thereof by the Delaware Secretary of State and the Texas Secretary of State. If the Reincorporation Proposal is approved, it is anticipated that the Company will cause the Reincorporation to be effected as promptly as reasonably possible following such approval. However, the Reincorporation may be issued underdelayed by the Amended 1997Board or the Agreement and Plan is 2,250,000 shares (adjusted to reflect the Stock Split) (the “Plan Share Limit”). Asof Merger may be terminated or abandoned by action of the date of this proxy statementBoard at any time prior to the number of shares of Common Stock remaining available for issuance under the Amended 1997 Plan (subject to stockholder approvaleffective time of the Amended 1997 Plan) was 184,350 shares. The number of shares of Common Stock that are the subject of awards under the Amended 1997 Plan which are forfeited or terminated,reincorporation,

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expire unexercised, are settled in cash in lieu of shares of Common Stockwhether before or in a manner such that all or some of the shares covered by an award are not issued to a participant or are exchanged for awards that do not involve shares will again immediately become available to be issued pursuant to awards granted under the Amended 1997 Plan. If shares of Common Stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares will be treated as shares that have been issued under the Amended 1997 Plan and will not again be available for issuance under the Amended 1997 Plan. If shares of Common Stock are tendered in payment of an option price of an option, those shares will not be available for issuance under the Amended 1997 Plan.

The aggregate number of shares of Common Stock with respect to which Incentive Stock Options may be granted under the Amended 1997 Plan is also 2,250,000 shares (adjusted to reflect the Stock Split). The maximum aggregate number of shares of Common Stock that may be subject to options granted in any one calendar year to any one employee is 800,000 shares (as adjusted following the Stock Split), determined as of the dates of grant.

The limitations described above may be adjusted upon a subdivision or consolidation of shares of Common Stock or other capital readjustment, the payment of a stock dividend on Common Stock, or other increase or reduction in the number of shares of Common Stock outstanding without receipt of consideration by the Company.

Eligibility

All of our (and our affiliates’) key employees are eligible to participate in the Amended 1997 Plan. The selection of those employees from among those eligible, who will receive Incentive Stock Options and Non-statutory Stock Options or any combination thereof is within the discretion of the Committee. However, Incentive Stock Options may be granted only to our key employees and key employees of our subsidiary corporations. We currently have six executive officers and approximately 75 other employees who would be eligible to participate in the Amended 1997 Plan.

Term of the Amended 1997 Plan

The Amendment will be effective as of May 2, 2013, the date of its adoption by the Board, and will retroactively extend the term of the Plan from its original expiration of November 14, 2007 to November 14, 2017, provided the Amendment is approved by our stockholders at the Special Meeting. No further awards may be granted under the Amended 1997 Plan after November 14, 2017, and the Amended 1997 Plan will terminate thereafter once all awards have been satisfied, exercised or expire. The Board in its discretion may terminate the Amended 1997 Plan at any time with respect to any shares of Common Stock for which awards have not theretofore been granted.

Stock Options

a. Term of Option. The term of each option will be as specified by the Committee at the date of grant but shall not be exercisable more than ten years after the date of grant. The effect of the termination of an optionee’s employment, consulting relationship, or membership on the Board will be specified in the option agreement that evidences each option grant.

b.Option Price. The option price will be determined by the Committee and may not be less than the fair market value of a share of Common Stock on the date that the option is granted.

c.Repricing Restrictions. Except for adjustments for certain changes in the Common Stock, the Committee may not, without the approval of our stockholders, amend any outstanding option agreement that evidences an option grant to lower the option price (or cancel and replace any outstanding option agreement with an option agreement having a lower option price). In addition, the Committee may not lower the option price (or cancel and replace any outstanding option agreement with an option agreement having a lower option price) to the extent that doing so would subject the holder to additional taxes under Section 409A of the Code (“Section 409A”).

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d.Special Rules for Certain Stockholders. If an Incentive Stock Option is granted to an employee who then owns, directly or by attribution under the Code, stock possessing more than 10% of the total combined voting power of all classes our stock or the stock of a subsidiary of ours, then the term of the option may not exceed five years, and the option price will be at least 110% of the fair market value of the shares on the date that the option is granted.

e.Size of Grant. Subject to the limitations described above under the section “Number of Shares Subject to the Amended 1997 Plan and Award Limits,” the number of shares for which an option is granted to an employee will be determined by the Committee.

f.Status of Options. The status of each option granted to an employee as either an Incentive Stock Option or a Non-statutory Stock Option will be designated by the Committee at the time of grant. Unless an option is specifically characterized by the Committee as an Incentive Stock Option it will be a Non-statutory Stock Option. If, however, the aggregate fair market value (determined as of the date of grant) of shares with respect to which Incentive Stock Options become exercisable for the first time by an employee exceeds $100,000 in any calendar year, the options with respect to the excess shares will be Non-statutory Stock Options.

g.Payment. The option price upon exercise may be paid by an optionee in any combination of the following: (a) cash, certified check, bank draft or postal or express money order for an amount equal to the option price under the option, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or one of our executive officers) or (c) any other form of payment which is acceptable to the Committee.

h.Option Agreement. All options will be evidenced by a written agreement containing provisions consistent with the Amended 1997 Plan and such other provisions as the Committee deems appropriate. The terms and conditions of the respective option agreements need not be identical. The Committee may, with the consent of the participant, amend any outstanding option agreement in any manner not inconsistent with the provisions of the Amended 1997 Plan, including amendments that accelerate the exercisability of the option.

Corporate Change and Other Adjustments

The Amended 1997 Plan provides that, upon a Corporate Change (as hereinafter defined), the Committee generally may accelerate the vesting of options, cancel options and cause us to make payments in respect thereof in cash, or adjust the outstanding options as appropriate to reflect such Corporate Change (including, subject to certain conditions, having some or all of the then outstanding options (whether vested or unvested) assumed or having a new award of a similar nature substituted for some or all of their then outstanding options under the Amended 1997 Plan (whether vested or unvested) by an entity which is a party to the transaction resulting in such Corporate Change). The Amended 1997 Plan provides that a Corporate Change occurs if (i) we are not the surviving entity in any merger or consolidation or other reorganization (or we survive only as a subsidiary of an entity other than an entity that was directly or indirectly wholly-owned by us immediately prior to such merger, consolidation or other reorganization), (ii) we sell, lease or exchange all or substantially all of our assets to any other person (other than an entity that is directly or indirectly wholly owned by us), or (iii) we are to be dissolved. With respect to awards under the Amended 1997 Plan other than options, upon changes in our capitalization the Committee generally may make appropriate adjustments to the awards.

The maximum number of shares that may be issued under the Amended 1997 Plan and the maximum number of shares that may be issued to any one individual and the other individual award limitations, as well as the number and price of shares of Common Stock or other consideration subject to an award under the Amended 1997 Plan, will be appropriately adjusted by the Committee in the event of changes in the outstanding Common Stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges or other relevant changes in capitalization or distributions to the holders of Common Stock occurring after an award is granted.

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Transferability

An Incentive Stock Option is not transferable other than by will or the laws of descent and distribution, and may be exercised during the employee’s lifetime only by the employee or such employee’s guardian or legal representative. All other awards under the Amended 1997 Plan are not transferable other than by will or the laws of descent and distribution.

Amendments

The Board may from time to time amend the Amended 1997 Plan; however, any change that would impair the rights of a participant with respect to an award theretofore granted will require the participant’s consent. Further, without the prior approval of our stockholders, the Board may not amend the Amended 1997 Plan to change the class of eligible individuals, increase the number of shares of Common Stock that may be issued under the Amended 1997 Plan, or amend or delete the provisions of the Amended 1997 Plan that prevent the Committee from amending any outstanding option agreement to lower the option price (or cancel and replace any outstanding option agreement with an option agreement having a lower option price).

Federal Income Tax Aspects of the Amended 1997 Plan

The following discussion summarizes certain material U.S. Federal income tax consequences to us and U.S. holders with respect to the acquisition, ownership, exercise or disposition of awards which may be granted under the Amended 1997 Plan. The discussion is based upon the provisions of the Code and the regulations and rulings promulgated thereunder, all of which are subject to change (possibly with retroactive effect) or different interpretations. This summary reflects generally contemplated consequences and does not purport to deal with all aspects of U.S. Federal income taxation that may be relevant to an individual award holder’s situation, nor any tax consequences arising under the laws of any state, local or foreign jurisdiction.

Incentive Stock Options. Incentive Stock Options are subject to special federal income tax treatment. No federal income tax is imposed on the optionee upon the grant or the exercise of an Incentive Stock Option if the optionee does not dispose of the shares acquired pursuant to the exercise within the two-year period beginning on the date the option was granted or within the one-year period beginning on the date the option was exercised (collectively, the “holding period”). In such event, the Company would not be entitled to any deduction for federal income tax purposes in connection with the grant or exercise of the option or the disposition of the shares so acquired. With respect to an Incentive Stock Option, the difference between the fair market value of the stock on the date of exercise and the exercise price must generally be included in the optionee’s alternative minimum taxable income for the year in which such exercise occurs. However, if the optionee exercises an Incentive Stock Option and disposes of the shares received in the same year and the amount realized is less than the fair market value of the shares on the date of exercise, then the amount included in alternative minimum taxable income will not exceed the amount realized over the adjusted basis of the shares.

Upon disposition of the shares received upon exercise of an Incentive Stock Option after the holding period, any appreciation of the shares above the exercise price should constitute long-term capital gain. If an optionee disposes of shares acquired pursuant to his or her exercise of an Incentive Stock Option prior to the end of the holding period, the optionee will be treated as having received, at the time of disposition, compensation taxable as ordinary income. In such event, and subject to the application of Section 162(m) as discussed below, we may claim a deduction for compensation paid at the same time and in the same amount as compensation is treated as received by the optionee. The amount treated as compensation is the excess of the fair market value of the shares at the time of exercise (or in the case of a sale in which a loss would be recognized, the amount realized on the sale if less) over the exercise price; any amount realized in excess of the fair market value of the shares at the time of exercise would be treated as short-term or long-term capital gain, depending on the holding period of the shares.

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Non-statutory Stock Options. As a general rule, no federal income tax is imposed on the optionee upon the grant of a Non-statutory Stock Option, and we are not entitled to a tax deduction by reason of such grant. Generally, upon the exercise of a Non-statutory Stock Option, the optionee will be treated as receiving compensation taxable as ordinary income in the year of exercise in an amount equal to the excess of the fair market value of the shares of stock at the time of exercise over the option price paid for such shares. Upon the exercise of a Non-statutory Stock Option, and subject to the application of Section 162(m) as discussed below, we may claim a deduction for compensation paid at the same time and in the same amount as compensation income is recognized by the optionee assuming any federal income tax reporting requirements are satisfied.

Upon a subsequent disposition of the shares received upon exercise of a Non-statutory Stock Option, any difference between the fair market value of the shares at the time of exercise and the amount realized on the disposition would be treated as capital gain or loss. If the shares received upon the exercise of an option are transferred to the optionee subject to certain restrictions, then the taxable income realized by the optionee, unless the optionee elects otherwise, and our tax deduction (assuming any federal income tax reporting requirements are satisfied) should be deferred and should be measured at the fair market value of the shares at the time the restrictions lapse. The restrictions imposed on officers, directors and 10% stockholders by Section 16(b) of the Exchange Act is such a restriction during the period prescribed thereby if other shares have been purchased by such an individual within six months of the exercise of a Non-statutory Stock Option.

Section 162(m).Generally, Section 162(m) precludes a public corporation from taking a deduction for annual compensation in excess of $1,000,000 paid to its covered employees (as defined in Section 162(m)). Our Section 162(m) covered employees are the principal executive officer and our three next highest-paid officers other than the principal financial officer. The Section 162(m) deduction limitation does not apply to certain performance-based compensation that satisfies certain requirements of Section 162(m). The Amended 1997 Plan is intended to permit the Committee to grant certain Non-statutory stock options to covered executive officers that is intended to constitute qualified performance-based compensation for purposes of Section 162(m). However, we can provide no assurances that the Internal Revenue Service would agree that certain of the Relevant Options (as defined below in Proposal 2) are exempt from the Section 162(m) deduction limitation, whether or not the stockholders approve of the Amendment to the Plan.

The Amended 1997 Plan is not qualified under Section 401(a) of the Code. Based upon current law and published interpretations, we do not believe that the Amended 1997 Plan is subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

The comments set forth in the above paragraphs are only a summary of certain of the Federal income tax consequences relating to the Amended 1997 Plan. No consideration has been given to the effects of state, local, or other tax laws on the Amended 1997 Plan or award recipients.

Parachute Payment Sanctions. Certain provisions of the Amended 1997 Plan or provisions included in an award agreement may afford a recipient special protections or payments which are contingent on a change in the ownership or effective control of us or in the ownership of a substantial portion of our assets. To the extent triggered by the occurrence of any such event, these special protections or payments may constitute “parachute payments” that, when aggregated with other parachute payments received by the recipient, if any, could result in the recipient receiving “excess parachute payments” (a portion of which would be allocated to those protections or payments derived from the award). We would not be allowed a deduction for any such excess parachute payments, and the recipient of the payments would be subject to a nondeductible 20% excise tax upon such payments in addition to income tax otherwise owed.

Required Vote

This proposal requires approval by the affirmative vote of a simple majorityCompany’s shareholders, if the Board determines for any reason, in its sole judgment and discretion, that the consummation of the stockholders who, being entitled to do so, vote in personReincorporation should be delayed or by proxy on this proposal at the Meeting.

The Board of Directors recommends voting “FOR” this proposal.

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PROPOSAL 2 : RATIFICATIONOF OPTIONS GRANTED UNDERTHE 1997 KEY EMPLOYEE STOCK OPTION PLAN

In connection with a review of the Plan, the Company realized that certain options detailed below (the “Relevant Options”) had been granted by the Company in 2008 and 2010 pursuant to the Plan after the Plan’s 2007 expiration date. The Company now requests that the stockholders ratify the grant of the Relevant Options as having been granted pursuant to the Plan in accordance with their terms. The Relevant Options have been consistently reported in each of the Company’s periodic reports and proxy statements since the dates of grant of the Relevant Options. The Board and the Company’s management believe that ratification of the grant of the Relevant Options by the Company’s stockholders as having been granted pursuant to the Plan iswould be inadvisable or not in the best interests of the Company and its stockholders because it assures avoidanceshareholders, as the case may be.

Effect of Not Obtaining the potential negative impacts of failure to approve the Relevant Options discussed below under the heading “Potential Impacts of Failure of our Stockholders to Approve the Relevant Options.”

The Company is requesting that stockholders ratify the grants of the Relevant Options under the Plan in order to ensure compliance with NASDAQ rules applicable to listed companies. Pursuant to the authority granted the Board under the Plan, the Board has already approved the extension of the Plan’s term to November 14, 2017, and has ratified and approved the grants of the Relevant Options under the Plan.

Relevant OptionsRequired Vote for Approval

The Relevant Options provideIf the holder withReincorporation Proposal fails to obtain the rightrequisite vote for approval, the Reincorporation will not be consummated and the Company will continue to purchase the Company’s Common Stock in an amount and at the exercise price set forthbe incorporated in the table below. Each option expires ten years from its dateState of grant, and vests in four equal annual installments beginning one year following the date of grant. The average market values of the Company’s Common Stock on applicable dates of grant, December 5, 2008, February 25, 2010 and August 5, 2010 were $8.78; $21.95 and $26.48, respectively. The Relevant Options have terms as detailed in the following summary table:

(a) As of the Effective Time, the Surviving Corporation hereby assumes each of: (i) the 1997 Key Employee Stock Option Plan (the “Plan”“1997 Plan”);

WHEREAS (ii) the 2014 Long Term Incentive Plan (“2014 Plan”, and collectively with the name1997 Plan, the “Equity Plans”). The Surviving Corporation shall perform all of OYO GeospaceParent’s outstanding obligations under the Equity Plans and any related award agreements upon the same terms and subject to the same conditions as set forth in the Equity Plans and related award agreements as in effect at the Effective Time. The Surviving Corporation has been changed to Geospace Technologies Corporation;

WHEREAS, the Board of Directorsshall reserve for purposes of the Company has determinedEquity Plans a number of Geospace Texas Shares equal to amend and readopt the Plan to extendnumber of Geospace Delaware Shares reserved by Parent for issuance under the termEquity Plans as of the Plan, to reflectEffective Time.

(b) Each outstanding option under the change in nameEquity Plans shall, by virtue of the Company,Merger and without any action of the part of the holder of such option, be converted into and become an option to make certain other technical revisionspurchase the same number of Geospace Texas Shares, as applicable, at the same option price per share and upon the same terms and subject to the Plan;same conditions as set forth in the applicable plan and any related award agreement as in effect at the Effective Time.

(c) Geospace Texas Shares shall become issuable upon the vesting of restricted shares and awards of the restricted stock units granted under the 2014 Plan by virtue of the Merger and without any action on the part of the holder of any such restricted share, restricted stock unit or share, upon the same terms and subject to the same conditions as set forth in the applicable plan and any related award agreement as in effect at the Effective Time.

(d) The Surviving Corporation shall assume each of Parent’s other employee benefit plans and arrangements and the obligations of Parent thereunder upon the same terms and subject to the same conditions as set forth in such plans and arrangements as in effect at the Effective Time.

7. Execution, Filing and Recordation.

Parent and Subsidiary agree that they will cause to be executed and filed and recorded any document or documents prescribed by the laws of the State of Delaware and the State of Texas and that they will cause to be performed all necessary acts within the State of Delaware, the State of Texas and elsewhere to effectuate the merger herein provided for.

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WHEREAS,8. Miscellaneous.

(a) This Agreement shall be submitted to the stockholders of the Company previously approved the reservation of 1,250,000 shares of the Common Stock of the CompanyParent for issuance under the Plan;

WHEREAS, on October 18, 2012, the Company declared a two-for-one stock split in the form of a stock dividend of shares of the Common Stock of the Company payable to the holders of Common Stock of the Company of record on October 15, 2012;their consideration and

WHEREAS, the Board of Directors of the Company has adopted this Amendment contingent upon the approval of the stockholders of the Company.

NOW, THEREFORE,BE IT RESOLVED THATthe Plan is amended, readopted and extended as follows:

(1) Section 1.2 of the Plan is hereby amended in its entirety to provide as follows:

1.2 EFFECTIVE DATE OF PLAN. The Plan is effective November 15, 1997, if within one year of that date it shall have been approved by at least a majority vote of stockholders voting in person or by proxy adoption at a duly held stockholder’s meeting, or if the provisions of the corporate charter, by-laws or applicable state law prescribes a greater degree of stockholder approval for this action, the approval by the holders of that percentage, at a duly held meeting of stockholders. No Award shall be granted pursuant to the Plan after November 14, 2017.

(2) Article II of the Plan is hereby amended by adding thereto the following new Section 2.2:

2.2 “AWARD” means any Nonqualified Option, Incentive Option or Restricted Stock award granted under the Plan.

(3) Section 2.6 of the Plan is hereby amended in its entirety to provide as follows:

2.6 “COMPANY” means Geospace Technologies Corporation, a Delaware corporation.

(4) Section 2.14 of the Plan is hereby amended in its entirety to provide as follows:

2.6 “PLAN” means the Geospace Technologies Corporation 1997 Key Employee Stock Option Plan as it may be amended from time to time.

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(5) Article II of the Plan is hereby amended by adding thereto the following new Section 2.18:

2.18 “SECTION 409A” means section 409A of the Code and other guidance promulgated by the Internal Revenue Service under Section 409A of the Code.

(6) Article II of the Plan is hereby amended by adding thereto the following new Section 2.19:

2.19 “SHARE” means a share of Common Stock of the Company.

(7) Article II of the Plan is hereby amended by changing the Section numbers of the Sections to reflect the addition of the new Sections pursuant to this amendment.

(8) Section 4.2 of the Plan is hereby amended in its entirety to provide as follows:

4.2 DEDICATED SHARES. Subject to adjustment as provided in Section 4.5, the aggregate number of Shares that may be issued under the Plan shall be 1,125,000 Shares (2,250,000 Shares following the stock split in the form of a stock dividend on October 18, 2012). The Shares that are available for issuance under the Plan may be issued in any form of any Award authorized under the Plan. Any Shares that are the subject of Awards under the Plan that are forfeited or terminated, expire unexercised, are settled in cash in lieu of Shares or in a manner such that all or some of the Shares covered by an Award are not issued to a Participant or are exchanged for Awards that do not involve Shares shall again immediately become available to be issued pursuant to Awards granted under the Plan. If Shares are withheld from payment of an Award to satisfy tax obligations with respect to the Award, such Shares shall be treated as Shares that have been issued under the Plan, and the number of such Shares shall not again be available for issuance under the Plan. If Shares are tendered in payment of an option price of an Option, such Shares shall not be available for issuance under the Plan.

The following rules shall apply to grants of Awards under the Plan:

(i)Incentive Stock Options. The aggregate number of Shares with respect to which Incentive Stock Options may be granted under the Plan is 1,125,000 Shares (2,250,000 Shares following the stock split in the form of a stock dividend on October 18, 2012).

(ii)Options. The maximum aggregate number of Shares that may be subject to Options granted in any one calendar year to any one employee shall be 400,000 Shares (800,000 Shares following the stock split in the form of a stock dividend on October 18, 2012) determined as of the date of grant.

(iii)Adjustments. Each of the foregoing numerical limits stated in this Section 4.2 shall be subject to adjustmentstockholders in accordance with the provisions of Section 4.5.

(9) Article V252 of the Plan is herebyDGCL and Section 10.006 and Section 21.452 of the TBOC.

(b) Subject to applicable law, this Agreement may be amended, modified or supplemented by adding theretowritten agreement of the following new Section 5.9:

5.9 RESTRICTIONS ON REPRICING AND EXTENSIONS OF EXERCISABILITY OF OPTIONS. Except as provided in Section 4.5,Parent and the Committee may not, without approvalSubsidiary, after authorization of such action by the Boards of Directors of the Parent and the Subsidiary, at any time prior to the filing of articles of merger or a certificate of merger with the Secretary of State of the State of Texas and with the Secretary of State of the State of Delaware, respectively, except that after the adoption of this Agreement by the stockholders of Parent, there shall be no amendments to this Agreement that would: (a) alter or change the Company, amendamount or kind of shares or other property or rights to be received by the holders of any outstanding Optionclass or series of shares of the Parent or the Subsidiary in the Merger; (b) alter or change any term of the Amended and Restated Articles of Incorporation or the Amended and Restated Bylaws of the Surviving Corporation to be effected by the Merger; or (c) alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely affect the holders of any class or series of shares of the Parent or the Subsidiary.

(c) The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of Parent, as well as for enforcement of any obligation of the Surviving Corporation arising from the Merger, and the Surviving Corporation irrevocably appoints the Secretary of State of the State of Delaware as the Surviving Corporation’s agent to loweraccept service of process in any such suit or other proceeding; a copy of such process shall be mailed by the option price (or cancelSecretary of State of the State of Delaware to:

(d) If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further conveyances, assignments, transfers, deeds or other instruments or further acts are necessary or proper (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and replacethe possession of any outstanding Optionproperty or right of Parent acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, Parent and its proper officers and directors shall be deemed to have granted hereby to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such further conveyances, assignments, transfers, deeds and other instruments and to do all such further acts as are necessary and proper to vest, perfect or confirm title to and the possession of such property or right in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are hereby fully authorized in the name of Parent or otherwise to take any and all such actions as contemplated by this provision.

9. Termination.

This Agreement may be terminated at any time prior to the filing thereof with Option Agreements havingthe Secretary of State of the State of Delaware and the Secretary of State of the State of Texas upon a lower option price)vote of directors of either Parent or Subsidiary notwithstanding approval of this Agreement by the stockholders of Parent or the sole shareholder of Subsidiary. In the event of such termination, this Agreement shall forthwith become void and neither party nor its respective officers, directors or stockholders shall have any liability hereunder.

[The remainder of this page has been intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement and Plan of Merger as of the date first written above.

[Signature page to Agreement and Plan of Merger]

Appendix B

TEXAS CERTIFICATE OF FORMATION

AMENDEDAND RESTATED

CERTIFICATEOF FORMATION

OF

GEOSPACE TECHNOLOGIES CORPORATION

ARTICLE I

NAME

1.1 The name of the corporation is Geospace Technologies Corporation (the “Corporation”).

ARTICLE II

DURATION

2.1 The Corporation shall have a perpetual existence. This document shall become effective when filed with the Secretary of State of Texas.

ARTICLE III

PURPOSE

3.1 The purpose for which the Corporation is organized is to transact any or all lawful business for which corporations may be organized under the Texas Business Organizations Code.

ARTICLE IV

SHARES AND SHAREHOLDERS

The total number of shares of stock of all classes which the Corporation has authority to issue is twenty-one million (21,000,000) shares, of which twenty million, (20,000,000) shares shall be common stock, with a par value of $.01 per share (“Common Stock”), and one million (1,000,000) shares shall be preferred stock, with a par value of $.01 per share (“Preferred Stock”). Further,The designations and the Committeepowers, preferences and rights, and the qualifications, limitations or restrictions of the shares of each class of stock are as follows:

4.1 Preferred Stock may not lower an option pricebe issued from time to time by the Board of an Option (or cancelDirectors as shares of one or more series. Subject to the provisions hereof and replacethe limitations prescribed by law, the Board of Directors is hereby vested with the authority and is expressly authorized, prior to issuance, by adopting resolutions providing for the issuance of, or providing for a change in the number of, shares of any outstanding Option Agreement with Option Agreements having a lower option price)particular series and, if and to the extent from time to time required by law, by filing a certificate pursuant to the Texas Business Organizations Code (or other law hereafter in effect relating to the same or substantially similar subject matter), to establish or change the number of shares to be included in each such series and to determine the designations, preferences, limitations, and relative rights, including voting rights, of each such series, all to the maximum extent permitted by the Texas Business Organizations Code as in effect on the date hereof or as hereafter amended.

4.2 Except where otherwise set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of any series of Preferred Stock, the number of shares comprising such series may be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of

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the Board of Directors, and fractional shares may be issued. The shares of Preferred Stock of any one series shall be identical with the other shares in such series in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative. Shares of any series of Preferred Stock that doing so wouldhave been redeemed (whether through the operation of a sinking fund or otherwise) or purchased by the Corporation, or which, if convertible or exchangeable, have been converted into, or exchanged for, shares of stock of any other class or classes or any evidences of indebtedness shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of Preferred Stock, all subject to the Employeeconditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of any series of Preferred Stock and to any filing required by law. The number of authorized shares of Preferred Stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote without the separate vote of holders of Preferred Stock as a class.

4.3 Subject to all of the rights of the Preferred Stock, and except as may be expressly provided with respect to the Preferred Stock herein, by law or by the Board of Directors pursuant to this Article IV:

(a) dividends may be declared and paid or set apart for payment upon Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends and may be payable in cash, stock or otherwise;

(b) the holders of Common Stock shall have the exclusive right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one vote; and

(c) upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of Common Stock in accordance with their respective rights and interests.

4.4 No holder of any stock of the Corporation shall be entitled as such, as a matter of right, to subscribe for or purchase any part of any new or additional taxes under Section 409A.issue of stock of any class whatsoever of the Corporation, or of securities convertible into stock of any class whatsoever, whether now or hereafter authorized, or whether issued for cash or other consideration or by way of dividend. No holder of any stock of the Corporation shall have the right of cumulative voting at any election of directors or upon any other matter.

4.5 Special meetings of the shareholders may be called by the president, the Board of Directors, any other person authorized to call special meetings by the Bylaws of the Corporation, or by the holders of at least fifty percent of the outstanding shares entitled to vote at such a meeting.

4.6 The exercisabilityholders of a majority of the outstanding shares of stock of the Corporation having voting power with respect to a subject matter (excluding shares held by the Corporation for its own account) present or represented by proxy shall constitute a quorum at the meeting of shareholders for the transaction of business with respect to such subject matter; provided, that in the case of a special meeting called by shareholders, the holders of two-thirds of the outstanding shares of the Corporation entitled to vote on a subject, represented in person or by proxy, shall be required for a quorum.

4.7 The shareholder vote required for approval of a merger, interest exchange, conversion, or sale of all or substantially all of the Corporation’s assets or any other fundamental business transaction is the affirmative vote of holders of a majority of the outstanding shares entitled to vote thereon.

4.8 Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of such shareholders and may not be effected by any consent in writing by such shareholders unless such consent is unanimous.

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ARTICLE V

LIABILITY OF GOVERNING PERSONS

5.1 No director or officer of the Corporation shall be liable to the Corporation or any of its shareholders for monetary damages for an Optionact or omission in such person’s capacity as a director or officer except that this Article V shall not authorize the elimination or limitation of liability of a director or officer of the Corporation to the extent he or she is found liable for:

(a) A breach of duty of loyalty, if any, to the Corporation or its shareholders;

(a) An act or omission not in good faith that constitutes a breach of duty of such director or officer to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law;

(b) A transaction from which such director or officer received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the director’s or officer’s office; or

(c) An act or omission for which the liability of a director or officer is expressly provided by an applicable statute.

5.2 If the Texas Business Organizations Code or any other applicable Texas statute hereafter is amended to authorize the further elimination or limitation of the liability of directors or officers of the Corporation, then the liability of a director or officer of the Corporation shall be extendedlimited to the fullest extent permitted by the Texas Business Organizations Code and such other applicable Texas statute, as so amended, and such limitation of liability shall be in addition to, and not in lieu of, the limitation on the liability of a director or officer of the Corporation provided by the foregoing provisions of this Article V.

5.3 Any repeal of or amendment to this Article V shall be prospective only and shall not adversely affect any limitation on the liability of a director of the Corporation existing at the time of such repeal or amendment.

ARTICLE VI

INDEMNIFICATION

6.1 Each director or officer of the Corporation or a subsidiary of the Corporation who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Texas Business Organizations Code as in effect on the date hereof or as hereafter amended (but, in the case of any such amendment, only to the extent that such extension would subjectamendment permits the EmployeeCorporation to additional taxes underprovide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. The right to indemnification conferred in this Section 409A.shall be a contract right in consideration of a director’s service to the Corporation and may be relied upon by a director as consideration for such director’s service, and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Texas Business Organizations Code requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to

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the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under the applicable provisions of the Texas Business Organizations Code. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation or a subsidiary of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

6.2 The indemnification and advancement of expenses provided in this Article VI, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of shareholders, vote of disinterested directors, insurance arrangement or otherwise, both as to action in such person’s official capacity and as to action in another capacity.

6.3 The Corporation shall be obligated at all times to maintain the effectiveness of Bylaw provisions providing for the mandatory indemnification of the directors of the Corporation to the maximum extent permitted by the Texas Business Organizations Code.

6.4 Any repeal of or amendment to this Article VI shall be prospective only and shall not adversely affect any indemnification of a director or officer of the Corporation existing at the time of such repeal or amendment.

ARTICLE VII

REGISTERED OFFICE AND REGISTERED AGENT

7.1 The address of the Corporation’s registered office is 1021 Main Street, Suite 1150, Houston, TX 77002, and the name of its registered agent at such address is CT Corporation System.

ARTICLE VIII

DIRECTORS

8.1 The number of directors constituting the current board of directors is seven (7). The Board of Directors shall be divided into three classes that have staggered terms of office, and each class shall include the same or a similar number of directors as each other class, with each class serving a term of three years. The names and addresses of the persons who are to serve as the initial directors (and if the bylaws provide for classes of directors, the year in which such directors’ terms shall expire) until the next annual meeting at which their term expires or until their successors are elected and qualified are:

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ARTICLE IX

BYLAW AMENDMENTS

9.1 The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws (except so far as the Bylaws adopted by the shareholders shall otherwise provide). Any Bylaws made by the Board of Directors under the powers conferred hereby may be altered, amended or repealed by the directors or by the shareholders; provided, however, that the Bylaws shall not be altered, amended or repealed and no provision inconsistent therewith shall be adopted (i) by shareholders action without the affirmative vote of the holders of at least two-thirds of the voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class or (ii) by director action without the affirmative vote of at least two-thirds (rounded up to the nearest whole number) of the directors then in office.

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation effective as of this      day of                     , 2015.

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Appendix C

TEXAS BYLAWS

BYLAWS

OF

GEOSPACE TECHNOLOGIES CORPORATION

(a Texas Corporation)

ARTICLE I

OFFICES

1.1 The Corporation shall at all times maintain a registered office in the State of Texas.

1.2 The Corporation may also have offices at such other places within or outside of the State of Texas as the Board of Directors shall from time to time appoint or the business of the Corporation require.

ARTICLE II

CAPITAL STOCK

2.1 The Board of Directors may authorize the issuance of the capital stock of the Corporation at such times, for such consideration, and on such terms and conditions as the Board may deem advisable, subject to any restrictions and provisions of law, the Certificate of Formation, as amended and restated from time to time (the “Certificate of Formation”), of the Corporation or any other provisions of these Bylaws.

2.2 The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by, the chairman or vice-chairman of the Board of Directors, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The certificates shall otherwise be in such form as may be determined by the Board of Directors, shall be issued in numerical order, shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares.

2.3 The shares of the capital stock of the Corporation are transferable only on the books of the Corporation upon surrender, in the case of certificated shares, of the certificates therefor properly endorsed for transfer, or otherwise properly assigned, and upon the presentation of such evidences of ownership of the shares and validity of the assignment as the Corporation may require.

2.4 The Corporation shall be entitled to treat the person in whose name any share of stock is registered as the owner thereof for purposes of dividends and other distributions in the course of business or in the course of recapitalization, consolidation, merger, reorganization, liquidation, or otherwise, and for the purpose of votes, approvals and consents by shareholders, and for the purpose of notices to shareholders, and for all other purposes whatsoever, and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not the Corporation shall have notice thereof, save as expressly required by the laws of the State of Texas, including the Texas Business Organizations Code, as the same exists or may hereafter be amended (the “TBOC”).

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2.5 The Board of Directors may appoint one or more transfer agents and registrars, and may require certificates for shares to bear the signature of such transfer agent(s) and registrar(s).

2.6 Upon the presentation to the Corporation of a proper affidavit attesting the loss, destruction or mutilation of any certificate for shares of stock of the Corporation, the Board of Directors may direct the issuance of a new certificate or uncertificated shares in lieu of and to replace the certificate so alleged to be lost, destroyed or mutilated. The Board of Directors may require as a condition precedent to the issuance of a new certificate or uncertificated shares any or all of the following: (a) additional evidence of the loss, destruction or mutilation claimed; (b) advertisement of the loss in such manner as the Board of Directors may direct or approve; (c) a bond or agreement of indemnity, in such form and amount and with such surety (or without surety) as the Board of Directors may direct or approve; and (d) the order or approval of a court.

ARTICLE III

SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS

3.1 All meetings of shareholders shall be held at such place within or outside of the State of Texas as shall be fixed by the Board of Directors and stated in the notice of meeting.

3.2 The annual meeting of shareholders of the Corporation shall be held on such date and at such time as is fixed by the Board of Directors and stated in the notice of meeting. Directors shall be elected in accordance with the provisions of the Certificate of Formation of the Corporation and these Bylaws and such other business shall be transacted as may properly come before the meeting.

3.3 The annual meeting of shareholders may be adjourned by the presiding officer of the meeting for any reason (including, if the presiding officer determines that it would be in the best interests of the Corporation to extend the period of time for the solicitation of proxies) from time to time and place to place until the presiding officer shall determine that the business to be conducted at the meeting is completed, which determination shall be conclusive.

3.4 At an annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (c) otherwise properly brought before the meeting by a shareholder of the Corporation pursuant toSection 3.14(a) hereof.

3.5 A special meeting of shareholders may be called by the President, the Chief Executive Officer, the Chairman of the Board, the Board of Directors, or the holders of a percentage of shares entitled to vote at such special meeting specified in the Certificate of Formation. The record date for determining which shareholders of the Corporation are entitled to call a special meeting shall be the date upon which the Board of Directors determines, in good faith after reasonable investigation, that shareholders holding at least 50% (or such other threshold specified in the Certificate of Formation) of the outstanding shares entitled to vote at such a meeting have called a special meeting. Thereafter, such shareholders may deliver notice of such special meeting not later than 10 nor more than 60 days before the date of such special meeting set by such shareholders to the remaining shareholders entitled to vote at such special meeting. The notice of every special meeting of shareholders shall state the purpose for which it is called. At any special meeting of shareholders, only such business shall be conducted as shall be provided for in the notice to shareholders of the special meeting. Any special meeting of shareholders may be adjourned by the presiding officer of the meeting for any reason (including, if the presiding officer determines that it would be in the best interests of the Corporation to extend the period of time for the solicitation of proxies) from time to time and from place to place until the presiding officer shall determine that the business to be conducted at the meeting is completed, which determination shall be conclusive. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any shareholder entitled to vote in such election may nominate a person or persons for election by following the procedure set forth inSection 3.14(b) hereof.

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3.6 Except as provided by TBOC § 21.456, written notice (which may include notice by electronic transmission) stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) and nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each shareholder entitled to vote at such meeting.

3.7 The Board of Directors may fix in advance a date not more than 60 nor less than 10 days preceding the date of any meeting of shareholders, or the date for any payment of dividends, or the date for allotment of rights, or the date when any reclassification or change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the shareholders entitled to vote at any such meeting or entitled to receive payment of any such dividend or to any such allotment of rights, or to exercise the rights in respect of any such reclassification, change, conversion or exchange of capital stock, and in such cases only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights or to participate in the effect of any such transaction, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. This Bylaw shall in no way affect the rights of a shareholder and his transferee or transferor as between themselves.

3.8 The holders of a majority of the outstanding shares of stock of the Corporation having voting power with respect to a subject matter (excluding shares held by the Corporation for its own account) present or represented by proxy shall constitute a quorum at the meeting of shareholders for the transaction of business with respect to such subject matter; provided, that in the case of a special meeting called by shareholders, the holders of two-thirds of the outstanding shares of the Corporation having voting power with respect to a subject, represented in person or by proxy, shall be required for a quorum. In the absence of a quorum with respect to a particular subject matter, the shareholders present or represented by proxy shall have power by the affirmative role of a majority in voting power thereof to adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present with respect to that subject matter. If the adjournment is for more than twenty (20) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting ten (10) days before the date of such shareholder meeting. At such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally notified.

3.9 When a quorum is present or represented at any meeting of shareholders, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders in all matters, unless the matter is one upon which, by express provision of the TBOC, of the Certificate of Formation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of that matter. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors.

3.10 Every shareholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such shareholder (which for purposes of this paragraph may include a signature and form of proxy pursuant to a facsimile or telegraphic form of proxy or any other instruments acceptable to the Judge of Election), bearing a date not more than eleven months prior to voting, unless such instrument provides for a longer period, and filed with the Secretary of the Corporation before, or at the time of, the meeting. If such instrument shall designate two or more persons to act as proxies, unless such instrument shall provide to the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such shares.

3.11 Unless otherwise provided by the Certificate of Formation or by the TBOC, each shareholder of the Corporation shall, at every meeting of shareholders, be entitled to one vote in person or by proxy for each share of capital stock of the Corporation registered in his name.

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3.12 The order of business and all other matters of procedure at every meeting of the shareholders may be determined by the presiding officer of the meeting, who shall be the Chairman of the Board, or in his absence the Chief Executive Officer, or in the absence of both of them such other officer of the Corporation as designated by the Board. The presiding officer of the meeting shall have all the powers and authority vested in a presiding officer by law or practice without restriction, including, without limitation, the authority, in order to conduct an orderly meeting, to impose reasonable limits on the amount of time at the meeting taken up in remarks by any one shareholder and to declare any business not properly brought before the meeting to be out of order.

3.13 The Board shall appoint one or more Judges of Election to serve at every meeting of the shareholders.

3.14Advance Notice of Shareholder Business and Director Nominations.

(a) Annual Meetings of Shareholders.

(i) At an annual meeting of shareholders, only such business, which term includes nominations of persons for election to the Board of Directors, shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (c) otherwise properly brought before the meeting by a shareholder of the Corporation pursuant to thisSection 3.14. Nominations of persons for election to the Board of Directors and other proposals of business to be considered by the shareholders may be made at an annual meeting of shareholders by any shareholder of the Corporation who was a shareholder of record of the Corporation at the time the notice provided for in thisSection 3.14 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting, and who complies with the notice and other procedures set forth in thisSection 3.14.

(ii) For nominations or other business to be properly brought before an annual meeting of shareholders by a shareholder, the shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation and any such proposed business must constitute a proper matter for shareholder action under the TBOC. To be timely, a shareholder’s notice must be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (provided,however,that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting of shareholders commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. To be in proper written form, a shareholder’s notice to the Secretary (whether pursuant to thisSection 3.14(a)(ii) orSection 3.14(b)) must set forth:

(A) as to each person, if any, whom the shareholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (iii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 of Regulation S-K promulgated under the Exchange Act if the shareholder making the nomination and

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any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant.

(B) if the notice relates to any business (other than the nomination of persons for election as directors) that the shareholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the annual meeting, (ii) the reasons for conducting such business at the annual meeting, (iii) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), (iv) any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made, and (v) a description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder; and

(C) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:

a. the name and address of such shareholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates, associates or others acting in concert therewith,

b. the following information:

i. the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially and of record by such shareholder, such beneficial owner and of their respective affiliates, associates or others acting in concert therewith,

ii. any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including where the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in shares of the underlying class or series of capital stock of the Corporation, through the delivery of cash or other property, or otherwise, and without regard of whether the shareholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such shareholder, the beneficial owner, if any, or of any affiliates, associates or others acting in concert therewith,

iii. any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder or such beneficial owner has a right to vote any shares of any class or series of shares of the Corporation,

iv. any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such shareholder or such beneficial owner, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any shares of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such shareholder or such beneficial owner with respect to any shares of any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any shares of any class or series of the shares of the Corporation (any of the foregoing, “Short Interests”),

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v. any rights to dividends on the shares of the Corporation owned by such shareholder or such beneficial owner that are separated or separable from the underlying shares of the Corporation,

vi. any proportionate interest in shares of the Corporation or Derivative Instrument held, directly or indirectly, by a general or limited partnership in which such shareholder or such beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, and

vii. any performance-related fees (other than an asset-based fee) that such shareholder or such beneficial owner is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including without limitation any such interests held by members of such shareholder’s or such beneficial owner’s immediate family sharing the same household,

c. any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitation of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder,

d. a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and

e. a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group that intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (ii) otherwise to solicit proxies from shareholders in support of such proposal or nomination.

The Corporation may require any proposed nominee to furnish such other information as it may reasonably require (i) to determine the eligibility of such proposed nominee to serve as a director of the Corporation, including with respect to qualifications established by any committee of the Board; (ii) to determine whether such nominee qualifies as an “independent director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any publicly-disclosed corporate governance guideline or committee charter of the Corporation; and (iii) that could be material to a reasonable shareholder’s understanding of the independence and qualifications, or lack thereof, of such nominee.

(iii) Notwithstanding anything inSection 3.14(a)(ii) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by thisSection 3.14 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth (10^th) day following the day on which such public announcement is first made by the Corporation.

(b)Special Meetings of Shareholders. At any special meeting of shareholders, only such business shall be conducted as shall be provided for in the notice to shareholders of the special meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the notice to shareholders of the special meeting (1) by or at the direction of the Board of Directors or any duly authorized committee thereof or (2) provided that the Board of Directors or any duly authorized committee thereof has determined that directors shall be elected at such meeting, by any shareholder of the Corporation who is a shareholder of record at the time the notice provided for in thisSection 3.14 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election, and who complies with the notice procedures set forth in thisSection 3.14. The immediately preceding

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sentence shall be the exclusive means for a shareholder to make nominations before a special meeting of shareholders (other than matters properly brought under Rule 14a-8 under the Exchange Act and set forth in the Corporation’s notice of meeting). Subject toSection 3.14(c)(iii), in the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s resolutions or notice of meeting, if the shareholder’s notice in the same form as required bySection 3.14(c)(ii) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. In addition, to be timely, a shareholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof.

(c)General.

(i) Subject toSection 4.2, only such persons who are nominated in accordance with the procedures set forth in thisSection 3.14 shall be eligible to be elected at an annual or special meeting of shareholders of the Corporation to serve as directors, and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in thisSection 3.14. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (A) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in thisSection 3.14 and (B) if any proposed nomination or business was not made or proposed in compliance with thisSection 3.14, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of thisSection 3.14, unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting of shareholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be considered, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of thisSection 3.14, to be considered a qualified representative of the shareholder, a person must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders.

(ii) For purposes of thisSection 3.14, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act.

(iii) Nothing in thisSection 3.14 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 promulgated under the Exchange Act. Subject to Rule 14a-8 under the Exchange Act, nothing in these Bylaws shall be construed to permit any shareholder, or give any shareholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of director or directors or any other business proposal.

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ARTICLE IV

DIRECTORS AND MEETINGS OF DIRECTORS

4.1 The business of the Corporation shall be managed by a Board of Directors (herein the “Board of Directors” or the “Board”) who shall exercise all the powers of the Corporation not reserved to or conferred on the shareholders by statute, the Certificate of Formation or the Bylaws of the Corporation.

4.2 Except as otherwise fixed pursuant to the provisions of the Certificate of Formation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of directors shall be as fixed from time to time by resolution of the Board adopted by the affirmative vote of at least two-thirds of the directors then in office, provided the number shall be not less than the minimum or more than the maximum number permitted by the Certificate of Formation, provided further that if no such minimum or maximum number is stated in the Certificate of Formation the number shall not be less than three nor more than twelve.

4.3 The directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be divided into three classes as nearly equal in number as possible, with the term of office of one class expiring each year. The term of office of each director shall expire at the third annual meeting after election of the class to which he belongs. During the intervals between annual meetings of shareholders, any vacancy occurring in the Board of Directors caused by resignation, removal, death or other incapacity, and any newly-created directorships resulting from an increase in the number of directors, shall be filled by the vote of a majority of the directors then in office, whether or not a quorum. Each director chosen to fill a newly-created directorship shall hold office until the next election of the class for which such director shall have been chosen. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders or may be filled by the Board for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the Board may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

4.4 Subject to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareholder entitled to vote in the election of directors generally. However, any shareholder entitled to vote in the election of directors may nominate one or more persons for election as directors at a meeting only by following the procedure set forth inSection 3.14 hereof.

4.5 Any director may be removed from office as a director at any time, but only for cause (as set forth herein), by the affirmative vote of shareholders of record holding a majority of the outstanding shares of stock of the Corporation entitled to vote in elections of directors at a meeting of the shareholders called for that purpose. Except as may otherwise be provided by law, cause for removal shall be construed to exist only if during a director’s term as a director of the Corporation:

(a) the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal;

(b) such director has been adjudicated by a court of competent jurisdiction to be liable for gross negligence, recklessness or misconduct in the performance of his or her duty to the Corporation in a manner of substantial importance to the Corporation and such adjudication is no longer subject to direct appeal; or

(c) such director has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his or her ability as a director of the Corporation, and such adjudication is no longer subject to direct appeal.

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4.6 Regular meetings of the Board of Directors shall be held at such times and at such place or places as the directors shall, from time to time, determine at a prior meeting. Special meetings of the Board may be called by the Chairman of the Board or President of the Corporation and shall be called by either of said individuals upon the written request of any two directors. Special meetings shall be held at the office of the Corporation or at such place as is stated in the notice of the meeting. No notice shall be required for regular meetings of the Board. Notices of special meetings shall be given by mail at least five days before the meeting or by telephone, or electronic transmission in a form specified by each director at least 24 hours before the meeting. Notices may be waived. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Notices need not include any statement of the purpose of the meeting.

4.7 When all of the directors shall be present at any meeting, however called or notified, they may act upon any business that might lawfully be transacted at regular meetings of the Board, or at special meetings duly called, and action taken at such meetings shall be as valid and binding as if legally called and notified. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment to the full extent and with the same effect as authorized and permitted by Texas law.

4.8 One-third of the total number of the members of the Board of Directors (but in no event less than three directors) shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at any meeting at which there is a quorum present shall be the acts of the Board; provided, however, that the directors may act in such other manner, with or without a meeting, as may be permitted by the laws of the State of Texas and provided further, that if all of the directors shall consent in writing to any action taken by the Corporation, such action shall be as valid as though it had been authorized at a meeting of the Board.

4.9 Directors shall receive such compensation and reimbursement for expenses for attendance at meetings of the Board or of committees thereof and such other compensation as shall be fixed by a majority of the entire Board.

ARTICLE V

COMMITTEES OF DIRECTORS

5.1 The Board of Directors shall establish an Audit Committee and a Compensation Committee, and may establish an Executive Committee, a Nominating and Governance Committee and such other committees as may be established by resolution of a majority of the whole Board. Each of such committees shall consist of one or more members of the Board. Members of committees of the Board of Directors shall be elected annually by vote of a majority of the Board. The Chief Executive Officer shall be an ex-officio nonvoting member of each committee (except the Audit and Compensation Committees) of which he is not elected as an official voting member. With respect to any committee (including the Audit and Compensation Committees) of which the Chief Executive Officer is not an official voting member, the Chief Executive Officer shall be given notice of all committee meetings at the same time notice is given to committee members, and the Chief Executive Officer shall be afforded the opportunity to speak at the committee meeting. Presence of a majority of the committee members (not counting any ex-officio nonvoting members) shall constitute a quorum. Committees may act by majority vote of the voting members present at a meeting. Each of such committees shall have and may exercise such of the powers of the Board of Directors in the management of the business and affairs of the Corporation as may be provided in these Bylaws or by resolution of the Board of Directors. Each of such committees may authorize the seal of the Corporation to be affixed to any document or instrument. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee. Meetings of committees may be called by any member of a committee by written notice or notice by electronic transmission in a form specified by each director to all members of the committee and the Chief Executive Officer and shall be held at such time and place as shall be

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stated in the notice of meeting. Any member of a committee may participate in any meeting by means of conference telephone or similar communications equipment. In the absence or disqualification of a member of any committee the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum may, if deemed advisable, unanimously appoint another member of the Board to act at the meeting in the place of the disqualified or absent member. Each committee may fix such other rules and procedures governing conduct of meetings as it shall deem appropriate.

5.2 The Executive Committee of the Board of Directors, if one is established, shall consist of not less than three directors. The Executive Committee shall have and exercise the authority of the Board of Directors between meetings of the Board, subject to such limitations and restrictions required by Texas law or as the Board may impose in a resolution duly adopted by the Board.

5.3 The Audit Committee shall consist of not less than two members of the Board of Directors, none of whom shall be employees of the Corporation. The Audit Committee shall be responsible for recommending to the entire Board engagement and discharge of independent auditors of the financial statements of the Corporation, shall review the professional service provided by independent auditors, shall review the independence of independent auditors, shall review with the auditors the plan and results of the auditing engagement, shall consider the range of audit and non-audit fees, shall review the adequacy of the Corporation’s system of internal accounting controls, shall review the results of procedures for internal auditing and shall consult with the internal auditor of the Corporation with respect to all aspects of the Corporation’s internal auditing program. In addition, the Audit Committee shall direct and supervise special investigations as deemed necessary by the Audit Committee.

5.4 The Compensation Committee shall consist of not less than two members of the Board of Directors, none of whom shall be employees of the Corporation. The Compensation Committee shall recommend to the Board the compensation to be paid to officers and key employees of the Corporation and the compensation of members of the Board of Directors. Except as otherwise provided in any specific plan adopted by the Board, the Compensation Committee shall be responsible for administration of executive incentive compensation plans, stock option plans and other forms of direct or indirect compensation of officers and key employees, and each member of the Compensation Committee shall have the power and authority to execute and bind the Company to such documents, agreements and instruments related to such plans and compensation as are approved by the Compensation Committee. In the alternative, the Compensation Committee may authorize any officer of the Company to execute such documents, agreements and instruments on behalf of the Company. In addition, the Compensation Committee shall review levels of pension benefits and insurance programs for officers and key employees.

5.5 The Nominating and Corporate Governance Committee, if one is established, shall recommend to the Board nominees for election as directors. The Nominating and Corporate Governance Committee shall consider performance of incumbent directors and shall recommend to the Board whether an incumbent director whose term expires shall be nominated for reelection, develop and make recommendations with respect to the best corporate governance principles of the Corporation, and oversee the evaluation of the Board and management.

5.6 Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of such committee.

ARTICLE VI

OFFICERS

6.1 The Board of Directors shall elect a President and a Secretary, and may elect a Chairman of the Board, a Treasurer, one or more vice presidents, including an Executive Vice President and Chief Financial Officer, a General Counsel, a Controller, one or more assistant secretaries and assistant treasurers, and such other officers as the Board of Directors shall deem appropriate. The Chairman of the Board shall be a director of the Corporation. Other officers need not be directors.

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6.2 Officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer, agent or employee may be removed at any time, with or without cause, by the Board but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Vacancy occurring in any office or position at any time may be filled by the Board. All officers, agents and employees of the Corporation shall respectively have such authority and perform such duties in the conduct and management of the Corporation as may be delegated by the Board of Directors or by these Bylaws.

6.3 Officers shall receive such compensation as may from time to time be determined by the Board of Directors. Agents and employees shall receive such compensation as may from time to time be determined by the Chief Executive Officer.

6.4 The Chairman of the Board, if one is elected, may preside, or may direct that the President so preside, at all meetings of the shareholders and at all meetings of the directors. In the absence of the Chairman of the Board, or if no Chairman of the Board is elected, the President shall so preside.

6.5 The President shall be the Chief Executive Officer of the Corporation, supervising and directing the operations of the business of the Corporation in accordance with the policies determined by the Board of Directors.

6.6 A Vice President, if one is elected, in the absence or incapacity of the President, shall perform the duties of the President. If there be more than one Vice President, the Board of Directors shall designate the Vice President who is to perform the duties of the President in the event of his absence or incapacity. Each Vice President shall have such other duties and authority as shall be assigned by the Chief Executive Officer or may be delegated by the Board of Directors. The Executive Vice President and Chief Financial Officer, if one is elected, shall be responsible for and direct, either directly or indirectly through any Treasurer, Controller or Director of Data Processing of the Corporation, all treasury, accounting, cost and budgeting, and data collection functions. He will report directly to the President with a report and policy relationship to the Chairman of the Board and the Board of Directors.

6.7 The Secretary shall attend all meetings of the Board of Directors and all meetings of shareholders and shall record all votes and minutes from all proceedings in a book to be kept for that purpose. The Secretary shall keep in safe custody the seal of the Corporation and affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary; provided, however, that the affixing of the seal of the Corporation to any document or instrument specifically shallnot be required in order for such document or instrument to be binding on or the official act of the Corporation, and the signature of any authorized officer, without the seal of the Corporation, shall be sufficient for such purposes. The Secretary shall perform such other duties and have such other authorities as are delegated to such person by the Board of Directors.

6.8 The Treasurer, if one is elected, shall be responsible for the care and custody of all funds and other financial assets, taxes, corporate debt, order entry and sales invoicing including credit memos, credit and collection of accounts receivable, cash receipts, and the banking and insurance functions of the Corporation. Such person shall report directly to and perform such other duties as shall be assigned by the Executive Vice President and Chief Financial Officer, if one is elected, or otherwise the President.

6.9 The Controller, if one is elected, shall be responsible for the installation and supervision of all general accounting records of the Corporation, preparation of financial statements and the annual and operating budgets and profit plans, continuous audit of accounts and records of the Corporation, preparation and interpretation of statistical records and reports, taking and costing of all physical inventories and administering the inventory levels, supervision of accounts payable and cash disbursements function and hourly and salary payrolls. Such person shall report directly to and perform such other functions as shall be assigned him by the Executive Vice President and Chief Financial Officer, if one is elected, or otherwise the President.

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ARTICLE VII

BANKING, CHECKS AND OTHER INSTRUMENTS

7.1 The Board of Directors shall by resolution designate the bank or banks in which the funds of the Corporation shall be deposited, and such funds shall be deposited in the name of the Corporation and shall be subject to checks drawn as authorized by resolution of the Board of Directors.

7.2 The Board of Directors may in any instance designate the officers and agents who shall have authority to execute any contract, conveyance, or other instrument on behalf of the Corporation; or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification of the executing officer or agents, the Chairman of the Board, if designated as the Chief Executive Officer of the Corporation, President or any Vice President, and the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer may execute the same in the name and on behalf of the Corporation and may affix the corporate seal thereto; provided, however, that the affixing of the seal of the Corporation to any document or instrument specifically shallnot be required in order for such document or instrument to be binding on or the official act of the Corporation, and the signature of any authorized officer, without the seal of the Corporation, shall be sufficient for such purposes.

ARTICLE VIII

FISCAL YEAR

8.1 The fiscal year of the Corporation shall begin on the first day of October and end on the thirtieth day of September.

ARTICLE IX

BOOKS AND RECORDS

9.1 The proper officers and agents of the Corporation shall keep and maintain such books, records and accounts of the Corporation’s business and affairs and such stock ledgers and lists of shareholders as the Board of Directors shall deem advisable and as shall be required by the laws of the State of Texas or other states or jurisdictions empowered to impose such requirements.

ARTICLE X

INDEMNIFICATION

10.1 Each director or officer of the Corporation or a subsidiary of the Corporation who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the TBOC, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, (including attorneys’ fees),

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judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. The right to indemnification conferred in this Section shall be a contract right in consideration of a director’s service to the Corporation and may be relied upon by a director as consideration for such director’s service, and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the TBOC requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under the applicable provisions of the TBOC. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation or a subsidiary of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

10.2 The indemnification and advancement of expenses provided in this Article X, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of shareholders, vote of disinterested directors, insurance arrangement or otherwise, both as to action in his or her official capacity and as to action in another capacity.

ARTICLE XI

AMENDMENTS

11.1 Except as otherwise provided in the Certificate of Formation, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any regular meeting of the shareholders or Board of Directors; or at any special meeting of the shareholders or Board of Directors; provided that notice of such proposed making, alteration or repeal be included in the notice of such special meeting. The Board of Directors may take such action by the vote of two-thirds of those Directors present and voting at a meeting where a quorum is present. Subject to applicable provisions of the Certificate of Formation, the shareholders may make new Bylaws, or adopt, alter, amend, or repeal Bylaws adopted by either the shareholders or the Board of Directors by the affirmative vote of the holders of not less than two-thirds of the voting power of all of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors.

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Proxy - Geospace Technologies Corporation

This Proxy is solicited on behalf of the Board of Directors.

Proxy – SpecialAnnual Meeting of Stockholders – August [    ], 2013February 12, 2015

The undersigned holder of common stock of Geospace Technologies Corporation (“GEOS”) hereby appoints Gary D. OwensWilliam H. Moody and Thomas T. McEntire,L. Davis, Ph.D., or either of them, proxies of the undersigned with full power of substitution, to vote at the SpecialAnnual Meeting of Stockholders of GEOSGeospace Technologies Corporation to be held at 9:00 a.m. on August [    ], 2013,the 12th of February 2015, at the GEOS corporate headquarters at 7007 Pinemont Drive,Crowne Plaza Houston Northwest Brookhollow, 12801 Northwest Freeway, Houston, Texas 77040-6601,77040, and at any adjournment or postponement thereof, the number of votes that the undersigned would be entitled to cast if personally present.

In their discretion, the above named proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof and upon matters incident to the conduct of the meeting.

This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder.If no direction is made, this proxy will be voted (i) FOR the amendmentelection of the 1997 Key Employee Stock Option Plan anddirector nominees named on the reverse side, or if any one or more of the nominees becomes unavailable, FOR another nominee or other nominees to be selected by the Board of Directors, (ii) FOR the ratification of certain stock options issued under the 1997 Key Employee Stock Option Plan.appointment by the audit committee of the Board of Directors of BDO USA, LLP, independent public accountants, as our auditors for the year ending September 30, 2015, (iii) FOR the approval of the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers, and (iv) FOR the approval of the reincorporation of the Company from the State of Delaware to the State of Texas.

Please mark, sign, date and return in the enclosed envelope, which requires no postage if mailed in the United States. In order for your vote to be submitted by proxy, you must (i) properly complete the Internet voting instructions or telephone voting instructions no later than 11:59 p.m. Houston time on August [    ], 2013,February 11, 2015 or (ii) properly complete and return this proxy card at or prior to the SpecialAnnual Meeting of Stockholders on August [    ], 2013.February 12, 2015.

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY INTERNET OR TELEPHONE.

(continued and to be signed on other side)

Geospace Technologies Corporation

SpecialAnnual Meeting Proxy Card

[A] Other Matters- The BoardElection of Directors recommends a voteFORproposals 1 and 2.

[B] Other Matters

[B]C] Non-voting items

[C]D] Authorized Signatures – Sign Here – This section must be completed for your instructions to be executed.

NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.