Exhibit 10.3
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 secu