EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 26 ^th day of May, 2009 by and between Aerosonic Corporation, hereinafter called “the Company,” and Kevin J. Purcell, hereinafter called “Executive,” and provides as follows:

WHEREAS, the Company desires to hire Executive as Executive Vice President and Chief Financial Officer and Executive desires to serve in such capacity, subject to the terms provided herein; and

WHEREAS, the parties have mutually agreed upon the terms and conditions of Executive’s employment by the Company as hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises and of the mutual promises and undertakings of the parties as hereinafter set forth, the parties covenant and agree as follows:

Section 1.               Employment .  Executive shall be employed as Executive Vice President and Chief Financial Officer of the Company.  He shall perform such services for the Company as may be assigned to Executive from time to time upon the terms and conditions hereinafter set forth.  Executive shall report to the Chief Executive Officer of the Company.

Section 2.               Term .  This Agreement shall commence on May 26, 2009, (the “Effective Date”), and Executive’s employment shall be “at will” and may be terminated by Executive or the Company in accordance with Section 10 of this Agreement.

Section 3.              Exclusive Service .  Executive shall devote his best efforts and full time to rendering services on behalf of the Company in furtherance of its best interests.  Executive shall comply with all policies, standards and regulations of the Company now or hereafter promulgated, and shall perform his duties under this Agreement to the best of his abilities and in accordance with standards of conduct applicable to a chief financial officer of a publicly traded company.

Section 4.               Salary .

(a)           As compensation while employed hereunder, Executive, during his faithful performance of this Agreement, in whatever capacity rendered, shall receive an annual base salary of $180,000.00, payable on such terms and in a series of substantially equal installments according to the Company’s normal payroll practices.  The Company’s Board of Directors, in its discretion, may adjust Executive’s base salary during the term of this Agreement.

(b)           The Company shall withhold state and federal income taxes, social security taxes and such other payroll deductions as may from time to time be required by law or agreed upon in writing by Executive and the Company.  The Company shall also withhold and remit to the proper party any amounts agreed to in writing by the Company and Executive for participation in any corporate sponsored benefit plans for which a contribution is required.

(c)           Except as otherwise expressly set forth hereunder, no compensation shall be paid pursuant to this Agreement in respect of any month or portion thereof subsequent to any termination of Executive’s employment with the Company.

Section 5.               Benefits .  Executive shall be entitled, as of July 1, 2009 to participate in or become a participant in any fringe benefits and employee benefit plans maintained by the Company for which he is or will become eligible on such terms as the Company’s Board of Directors may, in its discretion, establish, modify or otherwise change, consistent with the terms of any such employee benefit plan.  Executive shall be entitled to four (4) weeks of paid vacation per year in accordance with the policies of the Company.

Section 6.               Stock Incentive Plan.   Executive will be entitled to participate in the Company’s Stock Incentive Plan, as the Company’s Board of Directors, in its discretion, may decide and to the extent permitted under the terms of the plan.

Section 7.               Initial Stock Option Award .  On or as soon as practicable after the date on which Executive commences employment, the Board of Directors shall grant to Executive options to purchase a total of 25,000 shares of Common Stock of the Company (the “Options”).  The exercise price of the Options shall be the fair market value per share of Common Stock as set by the Board of Directors on the grant date.  The Options shall be granted under the Company’s 2004 Stock Incentive Plan, as may be amended from time to time (the “Plan”).  The Options shall be subject to the terms, provisions and conditions of the Plan.  In the event that any provision of this Agreement respecting the Options shall conflict with the terms of the Plan, however, this Agreement shall control.  The Options shall be incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted by law, and shall have a 10 year term.  The Options shall vest and become exercisable annually over the first three years of employment, one-third per year, with the first such vesting to occur on the one-year anniversary of the Effective Date and subsequent vesting to occur on the same date in each of the following two (2) years, provided that Executive remains in the employ of the Company continuously through the applicable vesting date or as otherwise provided in this Agreement.

Section 8.               Bonuses .  Executive will be eligible to earn a performance bonus of up to thirty-five percent (35%) of his annual base salary based upon his achieving certain performance targets/goals achieved, (the basis for which will be established within eight (8) weeks after the Effective Date) per fiscal year, in cash, stock or other equity compensation (as determined by the Board of Directors), based on his achieving certain performance goals and metrics to be determined by the Company’s Board of Directors; provided, however, that Executive’s performance bonus, if any, for the fiscal year ending January 31, 2010, shall be prorated based upon the Effective Date.  Unless the Company’s Board of Directors determines otherwise in its sole discretion, receipt of bonus under any such plan or program will not be guaranteed and will depend upon Executive’s and/or the Company’s performance.

Section 9.               Business Expenses; Relocation Expenses .  The Company shall reimburse Executive for reasonable and customary business expenses incurred in the conduct of the Company’s business.  Such expenses will include business meals, out-of-town lodging and travel expenses, and membership dues and costs to attend meetings and conventions of business-appropriate organizations and associations.  Additionally, the Company shall reimburse Executive for reasonable and documented out-of-pocket expenses all in accordance with the Company’s policies and procedures, including: (i) the relocation of Executive from the State of Pennsylvania to Clearwater, Florida; (ii) one house-hunting trip for Executive and his spouse; and (iii) temporary accommodations (to include reasonable expenses for meals, lodging, travel expenses) for up to two (2) months (collectively, the “Relocation Expenses”), the aggregate of all Relocation Expenses not to exceed $25,000.  Executive agrees to timely submit records and receipts of reimbursable items and agrees that the Company can adopt reasonable rules and policies regarding such reimbursement.  Each approved reimbursement shall be made in no event later than December 31 of the year following the year in which the expense was incurred.

Section 10.               Termination .

(a)           Notwithstanding the cessation of Executive’s employment, the parties hereto shall be required to carry out any provisions of this Agreement which contemplate performance by them subsequent to such termination.  In addition, no termination shall affect any liability or other obligation of either party hereto which shall have accrued prior to such termination, including, but not limited to, any liability, loss or damage on account of breach.  No termination of employment shall terminate the obligation of the Company to make payments of any vested benefits provided hereunder or pursuant to any Executive benefit plan maintained by the Company in which Executive participates at the time of such termination or the obligations of Executive under Sections 11, 12 and 13 of this Agreement.

(b)           Executive’s employment hereunder may be terminated by Executive upon thirty (30) days written notice to the Company or at any time by mutual agreement in writing.

(c)           This Agreement shall terminate upon the death of Executive; provided, however, that in such event, in addition to the compensation, (including salary and vested bonus, if any), accrued as of date of Executive’s death, the Company shall pay to the estate of Executive the salary which otherwise would have been payable to Executive from his date of death through then end of the month in which his death occurs in substantially equal installments at the time such payments would have been made in accordance with Section 4(a) beginning with the pay date of the first full payroll period beginning immediately following the death of Executive, subject to Section 25 .

(d)           The Company may terminate Executive’s employment other than for “Cause,” as defined in Section 10(e) , at any time upon written notice to Executive, which termination shall be effective immediately.

(e)           The Company shall have the right to terminate Executive’s employment under this Agreement at any time for Cause, which termination shall be effective immediately.  Termination for “Cause” shall include termination for Executive’s personal dishonesty, willful misconduct, breach of a fiduciary duty involving personal profit, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), conviction of a felony or of a misdemeanor involving moral turpitude, misappropriatio