ex10_12.htm

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.12

    


    Summary
Description of the Compensation of

    Non-Employee
Directors of TETRA Technologies, Inc.

    
      

        On
February 26, 2009, the Board of Directors, as part of the Company’s current
efforts to reduce costs and expenses, approved a 20% reduction of the monthly
cash retainers and meeting fees paid to directors who are not officers or
employees of TETRA Technologies, Inc. (Non-Employee Directors), to be effective
as of March 1, 2009. Directors who are also officers or employees of TETRA
Technologies, Inc. (the Company) do not receive any compensation for duties
performed as Directors.

        


        Director Fees. Prior
to March 1, 2009, each Non-Employee Director other than Ralph S. Cunningham, the
Company’s Chairman of the Board, received the following cash
compensation:

         

        
          	
                  ·  

                	
                  Monthly cash
      retainers of $2,500.

                


        

         

        
          	
                  ·  

                	
                  Meeting fees
      of $1,500 for each Board meeting attended. In addition, members of the
      Audit Committee, Management and Compensation Committee, Nominating and
      Corporate Governance Committee and Reserves Committee receive meeting fees
      of $1,500 for each committee meeting attended. All meeting fees are
      payable on the date of the meeting.

                


        

         

        Prior to March 1,
2009, Mr. Cunningham received a monthly cash retainer of $8,333 for serving as
the Company’s Chairman of the Board. An additional annual cash retainer of
$7,500 was paid to the chairmen of the Management and Compensation Committee,
the Nominating and Corporate Governance Committee and the Reserves Committee. An
additional annual cash retainer of $14,000 was paid to the chairman of the Audit
Committee. All additional cash amounts were payable in quarterly
installments.

         

        Following the March
1, 2009 reduction in retainers and fees, each Non-Employee Director other than
Ralph S. Cunningham will receive the following cash compensation:

         

        
          	
                  ·  

                	
                  Monthly cash
      retainers of $2,000.

                


        

         

        
          	
                  ·  

                	
                  Meeting fees
      of $1,200 for each Board meeting attended. In addition, members of the
      Audit Committee, Management and Compensation Committee, Nominating and
      Corporate Governance Committee and Reserves Committee will receive meeting
      fees of $1,200 for each committee meeting attended. All meeting fees are
      payable on the date of the meeting.

                


        

         

        After March 1,
2009, Mr. Cunningham will receive a monthly cash retainer of $6,667. Mr.
Cunningham receives no additional compensation for attending meetings of the
committees or the board. An additional annual cash retainer of $6,000 is paid to
the chairmen of the Management and Compensation Committee, the Nominating and
Corporate Governance Committee and the Reserves Committee. An additional annual
cash retainer of $11,200 is paid to the chairman of the Audit Committee. All
additional cash retainer amounts are payable in quarterly
installments.

        


        Equity Compensation.
Commencing in January of 2008, each Non-Employee Director, including Mr.
Cunningham, received an additional $8,333 per month in cash, in lieu of a
portion of the annual award of equity received in prior years. On May 20, 2008,
in conjunction with broad-based awards made to eligible employees of the Company
and in accordance with the procedures of the Management and Compensation
Committee, each Non-Employee Director, including Mr. Cunningham, received an
award of 4,740 shares of restricted stock with an aggregate grant date fair
market value of $100,014. One-quarter of the shares of restricted stock so
awarded vested on June 1, 2008, and the remaining shares vested in equal
portions on September 1 and December 1, 2008, and March 1, 2009. Accordingly,
effective June 1, 2008, the additional monthly cash payment of $8,333 was
discontinued. It is anticipated that future compensation arrangements approved
by the board will include awards of grants of approximately $100,000 in value of
restricted stock to each Non-Employee Director on an annual basis, to be awarded
on or about May 20 of each year. However, for 2009, the Board has discussed the
possibility of paying a portion of this value in the form of cash, if it deems
that a sufficient number of shares of restricted stock are not available to be
used at that time.

        


            Reimbursement of Expenses. All
Non-Employee Directors are reimbursed for out-of-pocket travel expenses incurred
in attending meetings of the Board and committees (including travel expenses of
spouses if they are invited by the Company). Additionally, Non-Employee
Directors traveling from out of state to Board or committee meetings receive a
$750 travel stipend.