Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On June 16, 2023, Anthony Clark was appointed as Executive Vice President and Chief Business Officer of Dawson Geophysical Company (the "Company"). Mr. Clark was appointed President of Breckenridge Geophysical, LLC ("Breckenridge") in August of 2018, and maintained that position until the seismic data acquisition business of Breckenridge was acquired by the Company in March of 2023. For over 35 years prior to joining Breckenridge, Mr. Clark was President or Vice President at various seismic companies with responsibilities ranging from founding seismic departments, laying out multi-client surveys and raising underwriting funds to support seismic acquisition surveys.

In connection with Mr. Clark's appointment, he entered into an employment agreement with the Company, dated as of the date of his appointment (the "Employment Agreement"). Pursuant to the terms of the Employment Agreement, Mr. Clark will be paid an annual base salary of $340,000.00. In addition to the base salary, Mr. Clark is also eligible (i) for an annual cash performance bonus based on the satisfaction of certain performance metrics and (ii) to participate in the employee benefits plans generally available to other senior executive officers of the Company. The term of the Employment Agreement is two years from the date of the Employment Agreement (the "Current Term"), provided that on each anniversary date of the date of the Employment Agreement (the "Term Date"), the Current Term will be automatically extended by one calendar year so that the Current Term will be a rolling two-year period on each anniversary of the Term Date unless terminated by the Company or Mr. Clark with proper notice.

In the event Mr. Clark is terminated without cause or for good reason (in each case, as defined in the Employment Agreement), then Mr. Clark is entitled to (i) severance payments in an amount equal to Mr. Clark's then-current base salary that would have been payable if Mr. Clark had remained employed at the Company for the remainder of the then applicable term, (ii) the automatic and full vesting of all covered awards (as defined in the Employment Agreement), (iii) a lump sum payment equal to the cost to Mr. Clark to extend his health benefits for 18 months following the date of termination and (iv) a lump sum, prorated payment equal to the performance bonus (as defined in the Employment Agreement) that Mr. Clark was eligible to earn during the calendar year. In the event Mr. Clark is terminated following a change of control (as defined in the Employment Agreement), then the severance payments and other benefits provided in the event Mr. Clark is terminated without cause or for good reason will be effectively doubled, such that Mr. Clark would be entitled to an amount that is double his then-current base salary, the cost to extend his health benefits for 18 months and the prorated performance bonus.

The foregoing description does not purport to set forth the complete terms thereof and is qualified in its entirety by reference to the Employment Agreement attached hereto as Exhibit 10.1, which is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






  (d) Exhibits.




     EXHIBIT
     NUMBER          DESCRIPTION
       10.1*     -     Employment Agreement dated June 16, 2023 between Anthony
                     Clark and the Company.
     104       -     Cover Page Interactive Data File (formatted in Inline XBRL and
                     included as Exhibit 101).




*      This filing excludes certain schedules and exhibits pursuant to Item
       601(a)(5) of Regulation S-K, which the registrant agrees to furnish
       supplementally to the Securities and Exchange Commission upon request by
       the Commission; provided, however, that the registrant may request
       confidential treatment pursuant to Rule 24b-2 of the Securities Exchange
       Act of 1934, as amended, for any schedules or exhibits so furnished. The
       omitted schedule contains certain performance metrics.

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