exhibit10_1.htm


     

    
      

      

    

     

    Exhibit
10.1

    


    INDEMNIFICATION
AGREEMENT

    


    


    INDEMNIFICATION
AGREEMENT (this "Agreement"), made and executed as of _______________, 2008, by
and between TETRA TECHNOLOGIES, INC., a Delaware corporation (the "Company"),
and ________________, an individual resident of the State of __________________
(the "Indemnitee").

     

    WITNESSETH:

     

    WHEREAS, it is
essential to the Company that it attract and retain as directors and officers
the most capable persons available;

     

    WHEREAS, the
Company is aware that, in order to induce highly competent persons to serve the
Company as directors, officers or in other capacities, the Company must provide
such persons with adequate protection through insurance and indemnification
against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the Company;

     

    WHEREAS, the Board
of Directors of the Company has determined that it is in the best interests of
the Company that the Company act to assure such persons that there will be
increased certainty of such protection in the future;

     

    WHEREAS, this
Agreement is a supplement to and in furtherance of the provisions of the
Company's Restated Certificate of Incorporation (the "Certificate") and Amended
and Restated Bylaws ("Bylaws"), in each case as amended and in effect on the
date hereof, and resolutions adopted pursuant thereto, and this Agreement shall
not be deemed to substitute therefor, nor to diminish or abrogate any rights of
such persons thereunder;

     

    WHEREAS, it is
reasonable, prudent and necessary for the Company to contractually obligate
itself to indemnify such persons to the fullest extent permitted by applicable
law so that they will continue to provide services to the Company free from
undue concern that they will not be so indemnified; and

     

    WHEREAS, the
Indemnitee is willing to serve, continue to serve, and to take on additional
service for or on behalf of the Company on the condition that he be so
indemnified.

     

    AGREEMENT:

     

    NOW, THEREFORE, in
consideration of the premises and the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Indemnitee do
hereby agree as follows:

     

    1. DEFINITIONS.  For
purposes of this Agreement and if not otherwise defined herein, the following
terms shall have the meanings set forth below:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) "Board" shall mean
the Board of Directors of the Company.

     

    (b) "Change in Control"
shall mean:

     

    (i) The acquisition by
any "person" (within the meaning of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors; provided, however, that for purposes of this Section 1(b), the
following shall not constitute a Change in Control:  (A) any
acquisition of securities directly from the Company which is approved by the
Incumbent Board, (B) any acquisition of securities by the Company,
(C) any acquisition of securities by any employee benefit plan (or related
trust) sponsored or maintained by the Company, (D) or any acquisition of
securities pursuant to a transaction that complies with clauses (A), (B)
and (C) of Section 1(b)(iii) below;

     

    (ii) The individuals
who, as of the date hereof, constitute the Board (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual was a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board;

     

    (iii) The consummation by
the Company of a merger, consolidation or business combination or a sale or
other disposition of all or substantially all of the assets of the Company or
the acquisition of assets of another entity (a "Business Combination"), in each
case, unless, immediately following such Business Combination, (A) all or
substantially all of the individuals and entities who were beneficial owners of
the outstanding voting securities of the Company immediately prior to such
Business Combination beneficially own, as such, directly or indirectly, more
than 50% of the combined voting power of the then outstanding voting securities
of the Company or the surviving entity or the parent of such surviving entity
resulting from such Business Combination in substantially the same proportions
as their ownership, immediately prior to such Business Combination, (B) no
person (excluding any employee benefit plan (or related trust) of the Company or
such company resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of the then outstanding voting securities of
the Company or the surviving entity or the parent of such surviving entity
resulting from such Business Combination, and (C) at least a majority of
the members of the Board of the Company or surviving entity or the parent of
such surviving entity resulting from such Business Combination 

     

    
      
        
        

      

      
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    were members of the
Incumbent Board at the time of the execution of the initial agreement, or the
action of the Board, providing for such Business Combination, or

     

    (iv) Approval by the
stockholders of the Company of a plan of complete liquidation or dissolution of
the Company.

     

    Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur solely because any
person acquires beneficial ownership of 20% or more of the outstanding voting
securities of the Company as a result of the acquisition of such securities or
stock by the Company, which acquisition reduces the number of outstanding voting
securities of the Company; provided, that if after such acquisition by the
Company such person (while such person remains the beneficial owner of 20% or
more of the outstanding voting securities of the Company) becomes the beneficial
owner of additional shares of the voting securities of the Company and as a
result of acquiring such beneficial ownership such person's percentage ownership
of the outstanding voting securities of the Company shall increase, a Change in
Control shall then occur.

     

    (c) "DGCL" shall mean
the Delaware General Corporation Laws, as amended from time to time, and any
successor law or laws.

     

    (d) "Disinterested
Director" shall mean a director of the Company who neither is or was a party to
the Proceeding in respect of which indemnification is being sought by the
Indemnitee.

     

    (e) "Expenses" shall
include all attorneys' fees, retainers, court costs, transcript costs,
accounting and expert fees, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating or being or preparing
to be a witness in, or otherwise participating in, any Proceeding, and shall
include all such items incurred in enforcing or pursuing any rights under this
Agreement.

     

    (f) "Independent
Counsel" shall mean a law firm or member of a law firm that, as of a particular
date, neither is presently representing, nor in the five years preceding such
date has been retained to represent, (i) the Company or the Indemnitee in
any matter material to either such party or (ii) any other party to the
Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the foregoing, the term "Independent
Counsel" shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or the Indemnitee in an action to determine the
Indemnitee's right to indemnification under this Agreement.

     

    (g) "Proceeding" shall
mean any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or
any other actual, threatened or completed proceeding, whether brought in the
right of the Company or otherwise and whether of a civil, criminal,


     

     

    
      
        
        

      

      
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    administrative,
legislative or investigative (formal or informal) nature, including any appeal
therefrom, whether by, in or involving a public official, law enforcement
organization, public or government-sponsored board or commission,
self-regulatory body, court or an administrative, other governmental or private
entity or body, and as to which the Indemnitee was, is or will be involved as a
party, potential party, non-party witness or otherwise by reason of the fact
that Indemnitee is or was a director or officer of the Company, by reason of any
action taken by him or any action on his part while acting as director or
officer of the Company, or by reason of the fact that he is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, limited liability company, partnership, joint venture, trust or
other enterprise, in each case whether or not serving in such capacity at the
time any liability or Expense is incurred for which indemnification,
reimbursement, or advancement of Expenses can be provided under this
Agreement.

     

    2. SERVICE BY
INDEMNITEE.  The Indemnitee agrees to serve and/or continue to serve
as a director, officer or employee of the Company, as applicable, and/or, at the
request of the Company, as a director, officer, agent or fiduciary of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.  Indemnitee may at any time and for any reason resign from
such position (subject to any other contractual obligation or any obligation
imposed by operation of law), in which event the Company shall have no
obligation under this Agreement to continue the employment, directorship or
other service of the Indemnitee in such position.  Nothing in this
Agreement shall confer upon the Indemnitee the right to continue in the employ
of, or as an officer or director of, the Company or affect the right of the
Company to terminate the Indemnitee's employment at any time in the sole
discretion of the Company, with or without cause, subject to any contractual
rights of the Indemnitee created or existing under any written employment
contract between the Company and Indemnitee.  The foregoing
notwithstanding, this Agreement shall continue in force after Indemnitee has
ceased to serve as director, officer or employee of the Company, as
applicable.

     

    3. INDEMNIFICATION.  The
Company shall indemnify, and advance Expenses to, the Indemnitee as provided in
this Agreement and to the fullest extent permitted by the Certificate or Bylaws
of the Company, the DGCL or other applicable law in effect on the date hereof,
and to any greater extent that the Certificate or Bylaws of the Company, the
DGCL or applicable law may in the future from time to time permit. Without
diminishing the scope of the indemnification provided by this Section 3,
the rights of indemnification of the Indemnitee provided hereunder shall
include, but shall not be limited to, those rights hereinafter set forth, except
that no indemnification shall be paid to the Indemnitee:

     

    (a) on account of any
Proceeding in which judgment is rendered against the Indemnitee for disgorgement
of profits made from the purchase or sale by the Indemnitee of securities of the
Company pursuant to the provisions of Section 16(b) of the Exchange Act, or
similar provisions of any federal, state or local statutory law;

     

    (b) on account of
conduct of the Indemnitee which is finally adjudged by a court of competent
jurisdiction to have been knowingly fraudulent or to constitute willful
misconduct;

     

     

    
      
        
        

      

      
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    (c) in any circumstance
where such indemnification is expressly prohibited by applicable
law;

     

    (d) with respect to
liability for which payment is actually made to the Indemnitee under a valid and
collectible insurance policy or under a valid and enforceable indemnity clause
or other agreement (other than this Agreement), except in respect of any
liability in excess of payment under such insurance, indemnity clause or other
agreement;

     

    (e) if a final decision
by a court having jurisdiction in the matter shall determine that such
indemnification is not lawful; or

     

    (f) in connection with
any Proceeding initiated by the Indemnitee against the Company or any of its
direct or indirect subsidiaries or the directors, officers, employees or other
indemnitees of the Company or any of its direct or indirect subsidiaries,
(i) unless such indemnification is expressly required to be made by law,
(ii) unless the Proceeding was authorized by the Board or such other person
or persons empowered pursuant to Section 9 to make such determination,
(iii) unless such indemnification is provided by the Company, in its sole
discretion, pursuant to the powers vested in the Company by applicable law, or
(iv) except as provided in Section 12.

     

    4. ACTIONS OR
PROCEEDINGS OTHER THAN AN ACTION BY OR IN THE RIGHT OF THE
COMPANY.  The Indemnitee shall be entitled to the indemnification
rights provided in this Section 4 if the Indemnitee was or is a party or
witness or is threatened to be a party or witness to any Proceeding, other than
a Proceeding by or in the right of the Company, by reason of the fact that the
Indemnitee is or was a director, officer, employee, agent or fiduciary of the
Company, or any of its direct or indirect subsidiaries, or is or was serving at
the request of the Company, or any of its direct or indirect subsidiaries, as a
director, officer, employee, agent or fiduciary of any other entity, including,
but not limited to, another corporation, partnership, limited liability company,
employee benefit plan, joint venture, trust or other enterprise, or by reason of
any act or omission by him in such capacity. Pursuant to this Section 4,
the Indemnitee shall be indemnified against all Expenses, judgments, penalties
(including excise and similar taxes), fines and amounts paid in settlement which
were actually and reasonably incurred by the Indemnitee in connection with such
Proceeding (including, but not limited to, the investigation, defense or appeal
thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal Proceeding, had no reasonable cause
to believe his conduct was unlawful.

     

    5. ACTIONS BY OR IN
THE RIGHT OF THE COMPANY.  The Indemnitee shall be entitled to the
indemnification rights provided in this Section 5 if the Indemnitee was or
is a party or witness or is threatened to be made a party or witness to any
Proceeding brought by or in the right of the Company to procure a judgment in
its favor by reason of the fact that the Indemnitee is or was a director,
officer, employee, agent or fiduciary of the Company, or any of its direct or
indirect subsidiaries, or is or was serving at the request of the Company, or
any of its direct or indirect subsidiaries, as a director, officer, employee,
agent or fiduciary of another entity, including, but not limited to, another
corporation, partnership, limited liability 

     

     

    
      
        
        

      

      
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    company, employee
benefit plan, joint venture, trust or other enterprise, or by reason of any act
or omission by him in any such capacity. Pursuant to this Section 5, the
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by him in connection with the defense or settlement of such action,
suit or proceeding (including, but not limited to the investigation, defense or
appeal thereof), if the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company; provided, however, that no such indemnification shall be made in
respect of any claim, issue or matter as to which the Indemnitee shall have been
adjudged to be liable to the Company, unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such Proceeding
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the Indemnitee is
fairly and reasonably entitled to be indemnified for such Expenses actually and
reasonably incurred by him which such court shall deem proper.

     

    6. GOOD FAITH
DEFINITION.  For purposes of this Agreement, the Indemnitee shall be
deemed to have acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, or, with
respect to any criminal Proceeding, to have had no reasonable cause to believe
the Indemnitee's conduct was unlawful, if such action was based on any of the
following: (a) the records or books of the account of the Company or other
enterprise, including financial statements; (b) information, opinions, reports
or statements supplied to the Indemnitee by the officers or employees of the
Company or other enterprise in the course of his duties; (c) the advice of legal
counsel for the Company or other enterprise; or (d) information or records given
in reports made to the Company or other enterprise by an independent certified
public accountant or by an appraiser or other expert selected with reasonable
care by the Company or other enterprise.  The provisions of this
Section 6 shall not be deemed to be exclusive or to limit in any way the
other circumstances in which the Indemnitee may be deemed to have met the
applicable standard of conduct set forth in this Agreement.

     

    7. INDEMNIFICATION FOR
EXPENSES OF A WITNESS OR A SUCCESSFUL PARTY. Notwithstanding the other
provisions of this Agreement, to the extent that the Indemnitee has
(i) served on behalf of the Company, or any of its direct or indirect
subsidiaries, as a witness or other participant in any class action or
Proceeding, or (ii) has been successful, on the merits or otherwise, in
defense of any Proceeding referred to in Sections 4 and 5, or in defense of
any claim, issue or matter therein, including, but not limited to, the dismissal
of any action without prejudice or the settlement of a Proceeding without an
admission of liability, the Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by the Indemnitee in connection
therewith.

     

     

    
      
        
        

      

      
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    8. PARTIAL
INDEMNIFICATION. If the Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the
Expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by the Indemnitee in connection with the investigation,
defense, appeal or settlement of such Proceeding described in Section 4 and
5 hereof, but is not entitled to indemnification for the total amount thereof,
the Company shall nevertheless indemnify the Indemnitee for the portion of such
Expenses, judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by the Indemnitee to which the Indemnitee is
entitled.

     

    9. PROCEDURE FOR
DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

     

    (a) To obtain
indemnification under this Agreement, the Indemnitee shall submit to the
Secretary of the Company a written request, including documentation and
information which is reasonably available to the Indemnitee and is reasonably
necessary to determine whether and to what extent the Indemnitee is entitled to
indemnification. The Secretary of the Company shall, promptly upon receipt of a
request for indemnification, advise the Board in writing that the Indemnitee has
requested indemnification.

     

    (b) Upon written
request by the Indemnitee for indemnification pursuant to Section 4 and 5
hereof, the entitlement of the Indemnitee to indemnification pursuant to the
terms of this Agreement shall be determined by the following person or persons,
who shall be empowered to make such determination: (i) if a Change in Control
shall have occurred, by Independent Counsel (unless the Indemnitee shall request
in writing that such determination be made by the Board (or a committee thereof)
in the manner provided for in clause (ii) of this Section 9(b)) in a
written opinion to the Board, a copy of which shall be delivered to the
Indemnitee; or (ii) if a Change in Control shall not have occurred, (A)(1) by
the Board of the Company, by a majority vote of Disinterested Directors even
though less than a quorum, or (2) by a committee of Disinterested Directors
designated by majority vote of Disinterested Directors, even though less than a
quorum, or (B) if there are no such Disinterested Directors or, even if there
are such Disinterested Directors, if the Board, by the majority vote of
Disinterested Directors, so directs, by Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered to the Indemnitee. Such
Independent Counsel shall be selected by the Board and approved by the
Indemnitee. Upon failure of the Board to so select, or upon failure of the
Indemnitee to so approve, such Independent Counsel shall be selected by the
Chancellor of the State of Delaware or such other person as the Chancellor shall
designate to make such selection. Such determination of entitlement to
indemnification shall be made not later than 45 days after receipt by the
Company of a written request for indemnification. If the person making such
determination shall determine that the Indemnitee is entitled to indemnification
as to part (but not all) of the application for indemnification, such person
shall reasonably prorate such part of indemnification among such claims, issues
or matters. If it is so determined that the Indemnitee is entitled to
indemnification, payment to the Indemnitee shall be made within ten days after
such determination.

     

     

    
      
        
        

      

      
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    10. PRESUMPTIONS AND
EFFECT OF CERTAIN PROCEEDINGS.

     

    (a) In making a
determination with respect to entitlement to indemnification, the Indemnitee
shall, to the fullest extent not prohibited by law, be presumed to be entitled
to indemnification hereunder and the Company shall, to the fullest extent not
prohibited by law, have the burden of proof in the making of any determination
contrary to such presumption.  Neither the failure of the Board (or
such other person or persons empowered to make the determination of whether the
Indemnitee is entitled to indemnification) to have made a determination prior to
the commencement of any action pursuant to this Agreement that indemnification
is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor any determination thereby that Indemnitee has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that Indemnitee has not met the applicable standard of
conduct.

     

    (b) If the Board, or
such other person or persons empowered pursuant to Section 9 to make the
determination of whether Indemnitee is entitled to indemnification, shall have
failed to make a determination as to entitlement to indemnification within 45
days after receipt by the Company of such request, the requisite determination
of entitlement to indemnification shall be deemed to have been made and the
Indemnitee shall be absolutely entitled to such indemnification, absent actual
fraud in the request for indemnification or a prohibition of indemnification
under applicable law.  The termination of any Proceeding described in
Sections 4 and 5 by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself: (i) create a
presumption that the Indemnitee did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal Proceeding, that the Indemnitee has
reasonable cause to believe that the Indemnitee's conduct was unlawful; or (ii)
otherwise adversely affect the rights of the Indemnitee to indemnification,
except as may be provided herein.

     

    11. ADVANCEMENT OF
EXPENSES.  Subject to applicable law, all reasonable Expenses actually
incurred by the Indemnitee in connection with any Proceeding shall be paid by
the Company in advance of the final disposition of such Proceeding, if so
requested by the Indemnitee, within 30 days after the receipt by the Company of
a statement or statements from the Indemnitee requesting such advance or
advances. The Indemnitee may submit such statements from time to time. The
Indemnitee's entitlement to such Expenses shall include those incurred in
connection with any proceeding by the Indemnitee seeking an adjudication or
award in arbitration pursuant to this Agreement. Such statement or statements
shall reasonably evidence the Expenses incurred by the Indemnitee in connection
therewith and shall include or be accompanied by a written affirmation by the
Indemnitee of the Indemnitee's good faith belief that the Indemnitee has met the
standard of conduct necessary for indemnification under this Agreement and an
undertaking by or on behalf of the Indemnitee to repay such amount if it is
ultimately determined that the Indemnitee is not entitled to be indemnified
against such Expenses by the Company pursuant to this Agreement or otherwise.
Each written undertaking to pay amounts advanced must be an unlimited general
obligation but need not be secured, and shall be accepted without reference to
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    have no obligation
to advance any Expenses pursuant to this Section 11 with respect to any
claim made by Indemnitee for which indemnity is excluded pursuant to
Section 3(f).

     

    12. REMEDIES OF THE
INDEMNITEE.

     

    (a) In the event that
(i) a determination is made pursuant to Section 9 that Indemnitee is
not entitled to indemnification under this Agreement, (ii) advancement of
Expenses is not timely made pursuant to Section 11 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been
made pursuant to Section 9(b) within sixty (60) days after receipt by the
Company of a request for indemnification, (iv) payment of indemnification
is not made pursuant to clause (i) of Section 7 within ten (10) days
after receipt by the Company of a written request therefor, or (v) payment
of indemnification is not made within ten (10) days after a determination has
been made that the Indemnitee is entitled to indemnification or such
determination is deemed to have been made pursuant to Sections 9 and 10, the Indemnitee
shall be entitled to an adjudication in an appropriate court of his entitlement
to such indemnification or advancement of Expenses.  Alternatively,
the Indemnitee may, at the Indemnitee's option, seek an award in arbitration to
be conducted by a single arbitrator in Houston, Texas, pursuant to the
Commercial Arbitration Rules of the American Arbitration
Association.  

     

    (b) In the event that a
determination is made pursuant to Section 9 of this Agreement that
Indemnitee is not entitled to indemnification, any judicial proceeding or
arbitration commenced pursuant to this Section 12 shall be conducted in all
respects as a de novo
trial or a de novo
arbitration (as applicable) on the merits, and Indemnitee shall not be
prejudiced by reason of that adverse determination.  In any judicial
proceeding or arbitration commenced pursuant to this Section 12, the
Company shall have the burden of proving Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be, and the Company
shall be precluded from referring to or offering into evidence a determination
made pursuant to Section 9 of this Agreement that is adverse to the
Indemnitee's right to indemnification or advancement of Expenses.

     

    (c) In the event that a
determination is made or deemed to be made pursuant to Section 8 or 9 that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 12, absent (i) a misstatement by the Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee's
statement not materially misleading, in connection with a request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law.

     

    (d) The Company shall
be precluded from asserting in any judicial Proceeding or arbitration commenced
pursuant to this Section 12 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all provisions
of this Agreement.

     

    (e) If the court or
arbitrator shall determine that the Indemnitee is entitled to any
indemnification hereunder, the Company shall pay all reasonable Expenses
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    incurred by the
Indemnitee in connection with such adjudication or award at arbitration
(including, but not limited to, any appellate proceedings).

     

    13. NOTIFICATION AND
DEFENSE OF CLAIMS.  Promptly after receipt by the Indemnitee of notice
of the commencement of any Proceeding, the Indemnitee will, if a claim in
respect thereof is to be made against the Company under this Agreement, notify
the Secretary of the Company in writing of the commencement thereof; but the
omission to so notify the Secretary of the Company will not relieve the Company
from any liability that it may have to the Indemnitee otherwise than under this
Agreement or otherwise, except to the extent that the Company may suffer
material prejudice by reason of such failure.  Notwithstanding any
other provision of this Agreement, with respect to any such Proceeding as to
which the Indemnitee gives notice to the Company of the commencement
thereof:

     

    (a) The Company will be
entitled to participate therein at its own expense.

     

    (b) Except as otherwise
provided in this Section 13(b), to the extent that it may wish, the
Company, jointly with any other indemnifying party similarly notified, shall be
entitled to assume the defense thereof with counsel reasonably satisfactory to
the Indemnitee. After notice from the Company to the Indemnitee of the Company's
election to so assume the defense thereof, the Company shall not be liable to
the Indemnitee under this Agreement for any legal or other Expenses subsequently
incurred by the Indemnitee in connection with the defense thereof other than
reasonable costs of investigation or as otherwise provided below. The Indemnitee
shall have the right to employ the Indemnitee's own counsel in such Proceeding,
but the fees and Expenses of such counsel incurred after notice from the Company
of its assumption of the defense thereof shall be at the expense of the
Indemnitee unless (i) the employment of counsel by the Indemnitee has been
authorized by the Company, (ii) the Indemnitee shall have reasonably concluded
that there is a conflict of interest between the Company and the Indemnitee in
the conduct of the defense of such action and such determination by the
Indemnitee shall be supported by an opinion of counsel provided to the Company,
which opinion shall be reasonably acceptable to the Company, or (iii) the
Company shall not in fact have employed counsel to assume the defense of the
action within a reasonable time after the Company has provided notice to the
Indemnitee of the Company’s election to assume the defense of such action, in
each of which cases the Expenses of such counsel shall be at the expense of the
Company. The Company shall not be entitled to assume the defense of any action,
suit or proceeding brought by or on behalf of the Company or as to which the
Indemnitee shall have reached the conclusion provided for in clause (ii)
above.

     

    (c) The Company shall
not be liable to indemnify the Indemnitee under this Agreement for any amounts
paid in settlement of any action, suit or proceeding effected without its
written consent, which consent shall not be unreasonably withheld. The Company
shall not be required to obtain the consent of the Indemnitee to settle any
action, suit or proceeding which the Company has undertaken to defend if the
Company assumes full and sole responsibility for such settlement and such
settlement grants the Indemnitee a complete and unqualified release in respect
of any potential liability and does not impose any future restriction or
limitation on Indemnitee.

     

     

    
      
        
        

      

      
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    (d) If, at the time of
the receipt of a notice of a claim pursuant to this Section 13, the Company
has director and officer liability insurance in effect, the Company shall give
prompt notice of the commencement of such Proceeding to the insurers in
accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all reasonably necessary or desirable action to cause such
insurers to comply with such policies including, without limitation, to pay, on
behalf of the Indemnitee, all amounts payable as a result of such Proceeding in
accordance with the terms of the policies.

     

    14. OTHER RIGHT TO
INDEMNIFICATION; SUBROGATION.

     

    (a) The indemnification
and advancement of Expenses provided by this Agreement are cumulative, and not
exclusive, and are in addition to any other rights to which the Indemnitee may
now or in the future be entitled under any provision of the Certificate or
Bylaws of the Company, any resolution adopted pursuant thereto, any provision of
law or otherwise.

     

    (b) In the event of any
payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights and recovery of the Indemnitee, who shall
execute all papers required and take all actions necessary to secure such
rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights.

     

    (c) The Company shall
not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that the Indemnitee has otherwise
actually received such payment under any insurance policy, contract, agreement
or otherwise.

     

    15. DIRECTOR AND
OFFICER LIABILITY INSURANCE.  The Company shall obtain and maintain
directors' and officers' liability insurance in customary and reasonable amounts
for so long as the Indemnitee's services are covered hereunder, provided and to
the extent that such insurance is available on a commercially reasonable basis.
In the event the Company maintains directors' and officers' liability insurance,
the Indemnitee shall be covered by such policy or policies in accordance with
their terms to the maximum extent available for any such director or officer
under such policy or policies. However, the Company agrees that the provisions
hereof shall remain in effect regardless of whether liability or other insurance
coverage is at any time obtained or retained by the Company, except that any
payments made to, or on behalf of, the Indemnitee under an insurance policy
shall reduce the obligations of the Company hereunder.

     

    16. INTENT.  This
Agreement is intended to be broader than any statutory indemnification rights
applicable in the State of Delaware and shall be in addition to any other rights
the Indemnitee may have under the Certificate or Bylaws of the Company, the
DGCL, applicable law or otherwise. To the extent that a change in applicable law
(whether by statute or judicial decision) permits greater indemnification by
agreement than would be afforded currently under the Certificate or Bylaws of
the Company, the DGCL, applicable law or this 

     

     

    
      
        
        

      

      
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    Agreement, it is
the intent of the parties that the Indemnitee enjoy by this Agreement the
greater benefits so afforded by such change.

     

    17. ATTORNEY'S FEES AND
OTHER EXPENSES TO ENFORCE AGREEMENT.  In the event that the Indemnitee
is subject to or intervenes in any Proceeding in which the validity or
enforceability of this Agreement is at issue or seeks an adjudication or award
in arbitration to enforce the Indemnitee's rights under, or to recover damages
for breach of, this Agreement the Indemnitee, if he prevails in whole or in part
in such action, shall be entitled to recover from the Company and shall be
indemnified by the Company against any actual Expenses for attorneys' fees and
disbursements reasonably incurred by the Indemnitee.

     

    18. EFFECTIVE
DATE.  The provisions of this Agreement shall cover claims, actions,
suits or proceedings whether now pending or hereafter commenced and shall be
retroactive to cover acts or omissions or alleged acts or omissions which
heretofore have taken place. The Company shall be liable under this Agreement,
pursuant to Sections 4 and 5, for all acts of the Indemnitee while serving
as a director and/or officer, notwithstanding the termination of the
Indemnitee's service, if such act was performed or omitted to be performed
during the term of the Indemnitee's service to the Company.

     

    19. DURATION OF
AGREEMENT.  This Agreement shall survive and continue even though the
Indemnitee may have terminated his service as a director, officer, employee,
agent or fiduciary of the Company or as a director, officer, employee, agent or
fiduciary of any other entity, including, but not limited to another
corporation, partnership, limited liability company, employee benefit plan,
joint venture, trust or other enterprise or by reason of any act or omission by
the Indemnitee in any such capacity. This Agreement shall be binding upon the
Company and its successors and assigns, including, without limitation, any
corporation or other entity which may have acquired all or substantially all of
the Company's assets or business or into which the Company may be consolidated
or merged, and shall inure to the benefit of the Indemnitee and his spouse,
successors, assigns, heirs, devisees, executors, administrators or other legal
representations. The Company shall require any successor or assignee (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by written
agreement in form and substance reasonably satisfactory to the Company and the
Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession or assignment had taken place.

     

    20. CONTRIBUTION.  To
the fullest extent permissible under applicable law, if the indemnification
provided for in this Agreement is unavailable to Indemnitee for any reason other
than that the Indemnitee did not act in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company or, with
respect to a criminal Proceeding, that the Indemnitee had reasonable cause to
believe his conduct was unlawful, the Company shall contribute to the amount of
Expenses, judgments, penalties, fines, excise taxes, amounts paid or to be paid
in settlement actually and reasonably incurred by the Indemnitee or on his
behalf in connection with such Proceeding in such proportion as is deemed fair
and reasonable in light of all of the circumstances of such Proceeding in order
to reflect (i) the relative benefits received by the Company and Indemnitee
as a result of the event(s) and/or transaction(s) giving rise to such Proceeding
and/or (ii) the relative fault of the Company (and 

     

     

    
      
        
        

      

      
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    its directors,
officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s).

     

    21. DISCLOSURE OF
PAYMENTS.  Except as expressly required by any federal or state
securities laws or other federal or state law, neither party shall disclose any
payments under this Agreement unless prior approval of the other party is
obtained.

     

    22. MODIFICATION AND
WAIVER.  No supplement, modification or amendment of this Agreement or
any provision hereof shall limit or restrict in any way any right of the
Indemnitee under this Agreement with respect to any action taken or omitted by
the Indemnitee when he was a director, officer, employee, agent or fiduciary of
the Company, or any of its direct or indirect subsidiaries, or while serving at
the request of the Company, or any of its direct or indirect subsidiaries, as a
director, officer, employee, agent or fiduciary of any other entity, including,
but not limited to, another corporation, partnership, limited liability company,
employee benefit plan, joint venture, trust or other enterprise prior to such
supplement, modification or amendment.  No supplement, modification or
amendment of this Agreement or any provision hereof shall be binding unless
executed in writing by both the Company and the Indemnitee.  No waiver
of any provision of this Agreement shall be deemed or shall constitute a waiver
of any other provision hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.

     

    23. SEVERABILITY.  If
any provision or provisions of this Agreement shall be held invalid, illegal or
unenforceable for any reason whatsoever, (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, but not
limited to, all portions of any Sections of this Agreement containing any such
provision held to be invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby and (b) to the fullest extent possible, the
provisions of this Agreement (including, but not limited to, all portions of any
paragraph of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifest by
the provision held invalid, illegal or unenforceable.

     

    24. COUNTERPARTS.  This
Agreement may be executed by one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall
constitute one and the same agreement. Only one such counterpart signed by the
party against whom enforceability is sought shall be required to be produced to
evidence the existence of this Agreement.

     

    25. INTERPRETATION.  The
captions and headings used in this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.  The use of the masculine pronoun shall be
deemed to include the feminine pronoun, where appropriate.

     

    26. NOTICES.  All
notices, requests, demands or other communications hereunder shall be in writing
and shall be deemed to have been duly given if (a) delivered by hand with
receipt acknowledged by the party to whom said notice or other communication
shall have been directed, (b) mailed by certified or registered mail, return
receipt requested with postage 

     

     

    
      
        
        

      

      
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    prepaid, on the
date shown on the return receipt or (c) delivered by facsimile transmission on
the date shown on the facsimile machine report:

     

    (a) If to the
Indemnitee to:

                                            

                                    
        

    Facsimile:                        
                                                                          

    


    (b) If to the Company
to:

     

    TETRA Technologies, Inc.

    25025 I-45 North

    The Woodlands,
Texas 77380

    Facsimile: (   )
___-____

    Attn: General Counsel

    


    or to such other
address as may be furnished to the Indemnitee by the Company or to the Company
by the Indemnitee, as the case may be.

    


    27. GOVERNING
LAW.  The parties hereto agree that this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of
Delaware, applied without giving effect to any conflicts of law
principles.

     

    


    


    [Signature Page
Follows]


    
      
         


      

      
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    IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on the day and year first above
written.

     

    THE COMPANY:

    


    TETRA TECHNOLOGIES, INC.:

    


    


    By:                                         
                                                               

    Name:                                     


    Title:                                      


    


    


    INDEMNITEE:

    
                                           


    Printed Name:                     
                                                               

     

    
15