ex4_17.htm


    Exhibit
4.17


    TETRA Technologies,
Inc.

    


    NON-EMPLOYEE
DIRECTOR RESTRICTED STOCK AGREEMENT

    


    Pursuant
to the terms of the

    TETRA
Technologies, Inc. 2007 Long Term Incentive Compensation Plan

    


    1.     
Grant of Restricted
Stock. TETRA Technologies, Inc., a Delaware corporation (“Company”),
hereby awards to [  ] (“Participant”) all
rights, title and interest in the record and beneficial ownership of [x,xxx]
shares (the “Restricted Stock”) of common stock, $0.01 par value per share, of
the Company (“Common Stock“), subject to and in accordance with the terms and
conditions of this document. This Non-Employee Director Restricted Stock
Agreement (“Restricted Stock Agreement”) is dated as of [xx/xx/xx]. The Restricted Stock is
awarded pursuant to and to implement in part the TETRA Technologies, Inc. 2007
Long Term Incentive Compensation Plan (as amended and in effect from time to
time, the “Plan”) and is subject to the restrictions, forfeiture provisions and
other terms and conditions of the Plan, which is hereby incorporated herein and
is made a part hereof, and this Restricted Stock Agreement. By execution of this
Restricted Stock Agreement, Participant agrees to be bound by all of the terms,
provisions, conditions and limitations of the Plan as implemented by this
Restricted Stock Agreement, together with all rules and determinations from time
to time issued by the Management and Compensation Committee (“Committee”)
pursuant to the Plan. All capitalized terms have the meanings set forth in the
Plan unless otherwise specifically provided. All references to specified
paragraphs pertain to paragraphs of this Restricted Stock Agreement unless
otherwise provided.

    


    2.     
Escrow of Restricted
Stock. The Restricted Stock shall be represented by uncertificated shares
designated for the Participant in book-entry registration on the records of the
Company’s transfer agent or, at the discretion of the Company, by a stock
certificate issued and registered in the Participant’s name, in each case
subject to the restrictions set forth in this Restricted Stock Agreement. Any
book-entry uncertificated shares or stock certificates evidencing the Restricted
Stock shall be held in custody by the Company until the restrictions thereon
have lapsed, and as a condition of this award, the Participant shall deliver to
the Company a stock power in substantially the form of Exhibit A attached
hereto, endorsed in blank, with respect to any certificated shares of Restricted
Stock.

    


    The shares of Restricted Stock which are the
subject of this Restricted Stock Agreement shall be subject to the following
legend:

    


    The shares
represented by this certificate or book-entry registration have been issued
pursuant to the terms of the TETRA Technologies, Inc. 2007 Long Term Incentive
Compensation Plan (as amended and restated) and may not be sold, pledged,
transferred, assigned or otherwise encumbered in any manner except as is set
forth in the terms of the Restricted Stock Agreement dated , 20.

    


    In addition, the shares of Restricted Stock
shall be subject to such stop-transfer orders and other restrictive measures as
the Company may deem advisable under applicable securities laws, or to implement
the terms, conditions or restrictions hereunder.

    


    Following the vesting of any portion of the
shares of the Restricted Stock and the removal of any restrictions thereon in
accordance with Paragraph 4 below, the Company will cause all restrictions to be
removed from book-entry registrations or, at the Company’s discretion, issue a
stock certificate, without such restrictive legend, in each case only with


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    respect to the
vested portion of the shares of the Restricted Stock registered on the Company’s
books and records in the name of the Participant. Following the expiration of
the Restricted Period, the Company will cause all restrictions to be removed
from book-entry registrations or, at the Company’s discretion, issue a stock
certificate, without such restrictive legend, for any shares of the Restricted
Stock that have vested and with respect to which the restrictions imposed
thereon have lapsed, in each case only to the extent such action has not
previously been taken in accordance with the preceding sentence.

    


    3.     
Risk of
Forfeiture. Participant shall immediately forfeit all rights to any
shares of the Restricted Stock which have not vested and with respect to which
the restrictions thereon have not lapsed in the event of the termination,
resignation, or removal of Participant from service as a Non-Employee Director
on the Company’s Board under circumstances that do not cause Participant to
become fully vested, and the restrictions on such shares of Restricted Stock to
lapse, under the terms of the Plan.

    


    4.     
Restricted Period;
Vesting. Subject to the provisions of this Restricted Stock Agreement
including, without limitation, the following provisions of this Paragraph 4, the
total number of shares subject to this Restricted Stock Agreement shall vest,
and the restrictions imposed thereon shall lapse, in accordance with the
following schedule:

    


    [schedule to be
specified]

    


    The period from the
date hereof until the shares of the Restricted Stock have become 100% vested and
the restrictions thereon have lapsed shall be referred to as the “Restricted
Period.”

    


    The Committee may waive all restrictions and
conditions of the Restricted Stock with the result that the shares of Restricted
Stock shall be fully vested and the restrictions thereon shall have lapsed, (i)
upon the occurrence of a Change in Control in accordance with Paragraph 8 below,
or (ii) upon termination of service as a Non-Employee Director on the Company’s
Board as a result of the death, Disability or Retirement of Participant in
accordance with Paragraph 7 below.

    


    5.     
Transferability.
During the Restricted Period, the Participant shall not sell, assign, transfer,
pledge, exchange, hypothecate, or otherwise dispose of any shares of the
Restricted Stock prior to vesting in accordance with Paragraph 4 above.
Following the vesting of any shares of Restricted Stock and the removal of any
restrictions thereon in accordance with Paragraph 4, the Participant may hold or
dispose of such shares subject to compliance with (i) the terms and conditions
of the Plan and this Restricted Stock Agreement, (ii) applicable federal or
state securities laws or other applicable law, (iii) applicable rules of any
exchange on which the Company’s securities are traded or listed, and (iv) the
Company’s rules or policies as established by the Company in its sole
discretion.

    


    6.     
Ownership Rights.
Prior to any forfeiture of the shares of Restricted Stock and while such
nonvested shares are restricted, the Participant shall, subject to the terms and
restrictions of this Restricted Stock Agreement and the Plan, have all rights
with respect to the shares of Restricted Stock awarded hereunder including the
right to vote the shares of Restricted Stock, whether or not vested in
accordance with Paragraph 4 above, and the right to receive all dividends, cash
or stock, paid or delivered thereon from and after the date hereof in accordance
with the following provisions. During the Restricted Period, any dividends, cash
or stock, paid or delivered on any of the nonvested shares of the Restricted
Stock, shall be credited to an account for the benefit of the Participant. In
the event of the forfeiture of any nonvested shares of the Restricted Stock, the
Participant shall have no further rights with respect to such Restricted Stock
and shall forfeit any dividends, cash or stock, credited to the account for the
benefit of the Participant which are related to the forfeited shares of
Restricted 

     

    
      
        
        

      

      
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    Stock. To the
extent the shares of Restricted Stock shall become fully vested and the
restrictions imposed thereon shall lapse pursuant to Paragraph 4 above, all
dividends, cash and stock, if any, credited to the account for the benefit of
the Participant shall be distributed to the Participant without
interest.

    


    7.     
Termination of Board
Service. Subject to any action by the Committee, if Participant’s service
as a Non-Employee Director on the Board is terminated for any reason whatsoever
including, without limitation, death, Disability or Retirement, any nonvested
shares of the Restricted Stock outstanding at the time of such termination and
all rights thereunder shall be forfeited and no further vesting shall occur, and
the Company shall have the right to repurchase or recover such shares for the
amount of any cash paid therefor. Upon termination of service as a Non-Employee
Director on the Company’s Board as a result of the death, Disability or
Retirement of Participant, the Committee, in its discretion, may provide that
all or a portion of any nonvested shares of the Restricted Stock subject to this
Restricted Stock Agreement shall become vested; provided, however, that no
acceleration of vesting and waiver of restrictions will be effective prior to
the date of the Committee’s written determination.

    


    8.     
Change in Control.

    


    
      	
               
      

            	
              (a)

            	
              Change in Control. In
      the event of a Change in Control described in clauses (ii), (iii) and (iv)
      of the definition of Change in Control under Section 1.2 of the Plan, the
      Committee may waive all restrictions and conditions of all Restricted
      Stock then outstanding with the result that the shares of Restricted Stock
      shall be fully vested and all restrictions shall be deemed satisfied, and
      the Restricted Period shall be deemed to have expired as of the date of
      the Change in Control or such other date as may be determined by the
      Committee.

            


    

    


    
      	
               
      

            	
              Notwithstanding
      the above, the Committee shall not be required to take any action
      described in the preceding sentence and any decision made by the
      Committee, in its sole discretion, not to take some or all of the actions
      described in the preceding sentence shall be final, binding and conclusive
      with respect to the Company and all other interested
    persons.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Right of Cash-Out. If
      approved by the Board prior to or within thirty (30) days after such time
      as a Change in Control shall be deemed to have occurred, the Board shall
      have the right for a forty-five (45) day period immediately following the
      date that the Change in Control is deemed to have occurred to require
      Participant to transfer and deliver to Company all unvested shares of
      Restricted Stock hereunder with respect to which the restrictions have not
      lapsed in exchange for an amount equal to the “cash value” (defined below)
      of such shares of Restricted Stock. Such right shall be exercised by
      written notice to Participant. The cash value of such shares of Restricted
      Stock shall equal the “market value” (defined below) per share, multiplied
      by the number of unvested shares of Restricted Stock hereunder with
      respect to which the restrictions have not lapsed. For purposes of the
      preceding sentence, “market value” per share shall mean the higher of (i)
      the average of the Fair Market Value per share of Common Stock on each of
      the five trading days immediately following the date a Change in Control
      is deemed to have occurred or (ii) the highest price, if any, offered in
      connection with the Change in Control. The amount payable to Participant
      by Company pursuant to this Section 8(b) shall be paid in cash or by
      certified check and shall be reduced by any taxes required to be
      withheld.

            


    

    


    9.     
Reorganization of
Company and Subsidiaries. The existence of the Restricted Stock shall not
affect in any way the right or power of Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the 

     

    
      
        
        

      

      
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    Company’s capital
structure or its business, or any merger or consolidation of Company or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the shares of Restricted Stock or the rights thereof, or the
dissolution or liquidation of Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

    


    10.    
Adjustment of
Shares. In the event that at any time after the date of this Restricted
Stock Agreement the outstanding shares of Common Stock are changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of a merger, consolidation, recapitalization,
reclassification, stock split, stock dividend, combination of shares or the
like, the aggregate number of shares of Restricted Stock which have not vested
under this Restricted Stock Agreement, subject to any required action by the
stockholders of the Company, shall automatically be proportionately
adjusted.

    


     11.    
Certain
Restrictions. By executing this Restricted Stock Agreement, Participant
agrees that if at the time of delivery of the shares of Restricted Stock issued
hereunder any sale of such shares of Common Stock is not covered by an effective
registration statement filed under the Securities Act of 1933 (“Act”), the
shares of Restricted Stock may be subject to such stop-transfer orders, legends
and other restrictive measures as the Company shall require and the Participant
will acquire the shares of Restricted Stock for Participant’s own account and
without a view to resale or distribution in violation of the Act or any other
securities law, and upon any such acquisition Participant will enter into such
written representations, warranties and agreements as Company may reasonably
request in order to comply with the Act or any other securities law or with this
Restricted Stock Agreement. Participant agrees that the Company shall not be
obligated to take any affirmative action in order to cause the issuance or
transfer of shares of Restricted Stock hereunder to comply with any law, rule or
regulation that applies to the shares of Restricted Stock subject to this
Restricted Stock Agreement.

    


     12.    
Amendment and
Termination. This Restricted Stock Agreement may not be terminated by the
Board or the Committee at any time without the written consent of Participant.
This Restricted Stock Agreement may be amended in writing by the Company and
Participant, provided the Company may amend this Restricted Stock Agreement
unilaterally (i) if the amendment does not adversely affect the Participant’s
rights hereunder in any material respect, (ii) if the Company determines that an
amendment is necessary to comply with Rule 16b-3 under the Exchange Act, or
(iii) if the Company determines that an amendment is necessary to meet the
requirements of the Code or to prevent adverse tax consequences to the
Participant. No amendment or termination of the Plan will adversely affect the
rights and privileges of Participant under this Restricted Stock Agreement or to
the Restricted Stock granted hereunder without the written consent of
Participant.

    


     13.    
No Guarantee of Board
Membership. Neither this Restricted Stock Agreement nor the award of
Restricted Stock evidenced hereby shall confer upon Participant any right with
respect to continuance of Board service or other service with the Company or any
Affiliate, nor shall it interfere in any way with any right the Company or any
Affiliate would otherwise have to terminate such Participant’s Board membership
or other service at any time.

    


    14.     Tax
Matters.

    


    
      	
               
      

            	
              (a) Company
      shall have the right to (i) make deductions from the number of shares of
      Restricted Stock otherwise deliverable upon vesting of the Restricted
      Stock and satisfaction of the conditions precedent under this Restricted
      Stock Agreement in an amount sufficient to satisfy withholding of any
      federal, state or local taxes required by law, or (ii) take such other
      action as may be necessary or appropriate to satisfy any such tax
      withholding obligations.

            


    

     

    
      
        
        

      

      
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              (b) Under
      Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”),
      the difference between the purchase price paid, if any, for the shares of
      Restricted Stock and their fair market value on the date of vesting when
      any forfeiture restrictions applicable to such shares lapse will be
      reportable as ordinary income at that time. For this purpose, “forfeiture
      restrictions” include the Company’s rights to reacquire the shares of the
      unvested Restricted Stock described above. Participant may elect to be
      taxed at the effective time of this award when the shares are acquired
      rather than when such shares vest and cease to be subject to such
      forfeiture restrictions by filing an election under Section 83(b) of the
      Code with the Internal Revenue Service within thirty (30) days after the
      date hereof. If such an election is made, Participant will have to make a
      tax payment to the extent the purchase price, if any, is less than the
      fair market value of the shares on the date hereof. No tax payment will
      have to be made to the extent the purchase price, if any, is at least
      equal to the fair market value of the shares on the date hereof. Failure
      to make this filing within the thirty (30) day period will result in the
      recognition of ordinary income by Participant as the shares of Restricted
      Stock vest and the forfeiture restrictions
  lapse.

            


    

    


    
      	
               
      

            	
              PARTICIPANT
      ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE
      COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) IF PARTICIPANT
      ELECTS TO DO SO, EVEN IF PARTICIPANT REQUESTS THE COMPANY OR ITS
      REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT’S BEHALF. PARTICIPANT
      MUST AND IS RELYING SOLELY ON PARTICIPANT’S OWN ADVISORS WITH RESPECT TO
      THE DECISION AS TO WHETHER OR NOT TO FILE ANY SECTION 83(b)
      ELECTION.

            


    

    


    
      	
               
      

            	
              (c) Neither
      Company nor the Board or Committee makes any commitment or guarantee that
      any federal or state tax treatment will apply or be available to any
      person eligible for the benefits under this Restricted Stock
      Agreement.

            


    

    


     15.    
Community Interest of
Spouse. The community interest, if any, of any spouse of Participant in
any Restricted Stock shall be subject to all of the terms, conditions and
restrictions of this Restricted Stock Agreement and the Plan.

    


    16.     Consent
to Electronic Delivery; Electronic Signature. In lieu of receiving
documents in paper format, Participant agrees, to the fullest extent permitted
by law, to accept electronic delivery of any documents that the Company may be
required to deliver (including, but not limited to, prospectuses, prospectus
supplements, grant or award notifications and agreements, account statements,
annual and quarterly reports, and all other forms of communications) in
connection with this and any other award made or offered by the Company.
Electronic delivery may be via a Company electronic mail system or by reference
to a location on a Company intranet to which Participant has access. Participant
hereby consents to any and all procedures the Company has established or may
establish for an electronic signature system for delivery and acceptance of any
such documents that the Company may be required to deliver, and agrees that his
or her electronic signature is the same as, and shall have the same force and
effect as, his or her manual signature.

    


     17.    
Severability. In
the event that any provision of this Restricted Stock Agreement shall be held
illegal, invalid, or unenforceable for any reason, such provision shall be fully
severable, but shall not affect the remaining provisions of this Restricted
Stock Agreement, and this Restricted Stock Agreement shall be construed and
enforced as if the illegal, invalid, or unenforceable provision had never been
included herein.

     

    
      
        
        

      

      
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     18.    
Governing Law.
This Restricted Stock Agreement shall be construed in accordance with the laws
of the State of Delaware to the extent federal law does not supersede and
preempt Delaware law.

    


    COMPANY

    TETRA
Technologies, Inc.

    


    


    By:                                                               

          Stuart M.
Brightman

          President
& Chief Executive Officer

    


    


    PARTICIPANT

    


    


    By:                                                                

          Non
Employee Director


    
      
         


      

      
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    Exhibit
A

    


    Assignment Separate from
Certificate

    


    FOR VALUE
RECEIVED,  [ ] hereby sells, assigns and transfers unto TETRA
Technologies, Inc., a Delaware corporation (the “Company”), [ ] ([ ]) shares of
common stock of the Company represented by Certificate No.[ ] herewith and does
hereby irrevocably constitute and appoint , or his designee or successor,
attorney to transfer the said stock on the books of the Company with full power
of substitution in the premises.

    


    Dated: [ ], 20[ ]

     

                                              
Print
Name

    
                       
               


    Signature

     

     

    Spouse Consent (if applicable)

     

    [ ] (Purchaser’s spouse) indicates by the execution of this
Assignment his or her consent to be bound by the terms of the Restricted Stock
Agreement as to his or her interests, whether as community property or
otherwise, if any, in the shares of common stock of the Company.

     

                                                 

    Signature

    
 

    


    INSTRUCTIONS:
PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF
THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO EXERCISE ITS “REPURCHASE OPTION” SET
FORTH IN THE RESTRICTED STOCK AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES
ON THE PART OF THE PURCHASER.