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Exhibit 10.1



DAWSON GEOPHYSICAL COMPANY

2006 STOCK AND PERFORMANCE INCENTIVE PLAN




RESTRICTED STOCK AGREEMENT




          This Restricted Stock Agreement (“Agreement”) between DAWSON GEOPHYSICAL COMPANY (the
“Company”) and                      (the “Participant”), an employee of the Company or one of its
Subsidiaries, regarding an award (“Award”) of
                     shares of Common Stock (as defined in the
Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”), such Common
Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant on

                     (the “Award Date”), such number of shares subject to adjustment as provided in the
Plan, and further subject to the terms and conditions set forth herein.



     1. Relationship to Plan.



          This Award is subject to all of the terms, conditions and provisions of the Plan and
administrative interpretations thereunder, if any, which have been adopted by the Company’s
Compensation Committee (the “Committee”) and are in effect on the date hereof. Except as defined
herein, capitalized terms shall have the same meanings ascribed to them under the Plan. For
purposes of this Agreement:




     (a) “Cause” means:




     (i) unacceptable or inadequate performance as determined by the Company,
including but not limited to failure to perform the Participant’s job at a level or
in a manner acceptable to the Company;




     (ii) misconduct, dishonesty, acts detrimental or destructive to the Company or
any Subsidiary or to any employees or property of the Company or any Subsidiary; or




     (iii) violation of any policies of the Company.




     (b) “Change of Control” means




     (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or
indirectly, of securities of the Company representing twenty percent (20%) or more
of the total voting power of the Company’s then outstanding securities;




     (ii) the individuals who were members of the Board of Directors of the Company
(the “Board”) immediately prior to a meeting of the shareholders of the Company
involving a contest for the election of directors shall not constitute a majority of
the Board following such election unless a majority of the new members of the Board
were recommended or approved by majority vote of the members of the Board
immediately prior to such shareholder meeting;



 









 






     (iii) the Company shall have merged into or consolidated with another
corporation, or merged another corporation into the Company, on a basis whereby less
than fifty percent (50%) of the total voting power of the surviving corporation is
represented by shares held by former shareholders of the Company prior to such
merger or consolidation; or




     (iv) the Company shall have sold, transferred or exchanged all, or
substantially all, of its assets to another corporation or other entity or person.




     (c) “Disability” means illness or other incapacity which prevents the Participant from
continuing to perform the duties of his job for a period of more than three months.




     (d) “Employment” means employment with the Company or any of its Subsidiaries.




     (e) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     2. Vesting Schedule.




     (a) This Award shall vest in installments in accordance with the following schedule:



	 	 	 
	 	 	Additional Percentage of
	Date Vested 	 	Award Vested
	First anniversary of Award Date
	 	33 1/3%
	Second anniversary of Award Date
	 	33 1/3%
	Third anniversary of Award Date
	 	33 1/3%
	 
	 	100%







Shares of Restricted Stock shall vest as of any particular date only with respect to a whole
number of shares.




     (b) All shares of Restricted Stock subject to this Award shall vest, irrespective of
the limitations set forth in subparagraph (a) above, provided that the Participant has been
in continuous Employment since the Award Date, upon the occurrence of:




     (i) a Change of Control;




     (ii) the Participant’s termination of Employment due to death or Disability; or




     (iii) the Participant’s termination of Employment by the Company or a
Subsidiary for reasons other than Cause.



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     3. Forfeiture of Award.



          Except as provided in any other agreement between the Participant and the Company, if the
Participant’s Employment terminates other than by reason of Participant’s death, Disability, or
termination by the Company or a Subsidiary other than for Cause, all unvested Restricted Stock as
of the termination date shall be forfeited.



     4. Escrow of Shares.



          During the period of time between the Award Date and the earlier of the date the Restricted
Stock vests or is forfeited (the “Restriction Period”), the Restricted Stock shall be registered in
the name of the Participant and held in escrow by the Company, and the Participant agrees, upon the
Company’s written request, to provide a stock power endorsed by the Participant in blank. Any
certificate shall bear a legend as provided by the Company, conspicuously referring to the terms,
conditions and restrictions described in this Agreement. Upon termination of the Restriction
Period, a certificate representing such shares shall be delivered upon written request to the
Participant as promptly as is reasonably practicable following such termination.



     5. Dividends and Voting Rights.



          The Participant is entitled to receive all dividends and other distributions made with respect
to Restricted Stock registered in his name and is entitled to vote or execute proxies with respect
to such registered Restricted Stock, unless and until the Restricted Stock is forfeited.



     6. Delivery of Shares.



          The Company shall not be obligated to deliver any shares of Common Stock if counsel to the
Company determines that such sale or delivery would violate any applicable law or any rule or
regulation of any governmental authority or any rule or regulation of, or agreement of the Company
with, any securities exchange or association upon which the Common Stock is listed or quoted. The
Company shall in no event be obligated to take any affirmative action in order to cause the
delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.



     7. Notices.



          Unless the Company notifies the Participant in writing of a different procedure, any notice or
other communication to the Company with respect to this Award shall be in writing and shall be:




     (a) by registered or certified United States mail, postage prepaid, to Dawson
Geophysical Company, Attn: Corporate Secretary, 508 West Wall, Suite 800, Midland, Texas
79701; or




     (b) by hand delivery or otherwise to Dawson Geophysical Company, Attn: Corporate
Secretary, 508 West Wall, Suite 800, Midland, Texas 79701.



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          Any notices provided for in this Agreement or in the Plan shall be given in writing and shall
be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the
Company to the Participant, five days after deposit in the United States mail, postage prepaid,
addressed to the Participant at the address specified at the end of this Agreement or at such other
address as the Participant hereafter designates by written notice to the Company.



     8. Assignment of Award.



          Except as otherwise permitted by the Committee, the Participant’s rights under the Plan and
this Agreement are personal; no assignment or transfer of the Participant’s rights under and
interest in this Award may be made by the Participant other than by will, by beneficiary
designation or by the laws of descent and distribution.



     9. Withholding.



          At the time of delivery or vesting of Restricted Stock, the amount of all federal, state and
other governmental withholding tax requirements imposed upon the Company with respect to the
delivery or vesting of such shares of Restricted Stock shall be remitted to the Company or
provisions to pay such withholding requirements shall have been made to the satisfaction of the
Committee. The Committee may make such provisions as it may deem appropriate for the withholding
of any taxes which it determines is required in connection with this Award. The Participant may
pay all or any portion of the taxes required to be withheld by the Company or paid by the
Participant in connection with the all or any portion of this Award by delivering cash, or by
electing to have the Company withhold shares of Common Stock, or by delivering previously owned
shares of Common Stock, having a Fair Market Value equal to the amount required to be withheld or
paid.



     10. Stock Certificates.



          Certificates representing the Common Stock issued pursuant to the Award will bear all legends
required by law and necessary or advisable to effectuate the provisions of the Plan and this Award.
The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant
to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in
the legends referred to in this Section 10 have been complied with.



     11. Successors and Assigns.



          This Agreement shall bind and inure to the benefit of and be enforceable by the Participant,
the Company and their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner expressly permitted herein.



     12. No Employment Guaranteed.



          No provision of this Agreement shall confer any right upon the Participant to continued
Employment with the Company or any Subsidiary.



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     13. Governing Law.



          This Agreement shall be governed by, construed, and enforced in accordance with the laws of
the State of Texas.



     14. Amendment.



          This Agreement cannot be modified, altered or amended except by an agreement, in writing,
signed by both the Company and the Participant.



	 	 	 	 	 	 	 
	 	 	 	 	DAWSON GEOPHYSICAL COMPANY
	 
	 	 	 	 	 	 
	Date:

	 	 	 	By: 	 	 
	 

	 	 
	 	 	 
	 

	 	 	 	Name:	 
	 

	 	 	 	Title:	 






          The Participant hereby accepts the foregoing Restricted Stock Agreement, subject to the terms
and provisions of the Plan and administrative interpretations thereof referred to above.



	 	 	 	 	 
	 

	 	 	 	PARTICIPANT:
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 
	 	 






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