exv10w26









EXHIBIT 10.26




AMENDMENT ONE




NEWPARK RESOURCES, INC.




2006 EQUITY INCENTIVE PLAN




     WHEREAS, Newpark Resources, Inc. (hereinafter referred to as the “Company”) heretofore
established the Newpark Resources, Inc. 2006 Equity Incentive Plan (the “Plan”); and



     WHEREAS, the Company desires to amend the Plan to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”);



     NOW, THEREFORE, the Plan is hereby amended as follows effective as of the Effective Date of
the Plan:


     1. Section 3.2(f) of the Plan is amended to add the following language at the end thereof to read
as follows:




          “provided, however, that the Compensation Committee shall not have discretion to accelerate or
waive any term or condition of an Award (i) if such discretion would cause the Award to have
adverse tax consequences to the Participant under Section 409A of the Code or (ii) if the Award is
intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code,
and such discretion would cause the Award not to so qualify;”


     2. Section 7.6 of the Plan is amended to add the following sentence at the end thereof to read as
follows:




          “Notwithstanding the foregoing, solely with respect to any Award that is subject to Section
409A of the Code, a Participant shall be considered to have terminated employment with the Company
and its Subsidiaries only when the Participant incurs a “separation from service” with respect to
the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and
applicable administrative guidance issued thereunder.”


     3. The first sentence of Section 9.2 of the Plan is amended to read as follows:




          “At the time of grant of each Award of Restricted Stock Units, the Compensation Committee
shall determine the Restriction Period that will apply to the Award.”


     4. Section 9.4 of the Plan is amended in its entirety to read as follows:




          “On the vesting date or dates of the Award, the Company shall, subject to the terms of the
Plan and the Award Agreement, transfer to the Participant one Share for each Restricted Stock Unit
scheduled to be paid out on such date and not previously forfeited. The Compensation Committee
shall specify in the Award the purchase price, if any, to be paid by the Participant to the Company
for such Shares and shall determine the methods by which the purchase price may be paid or deemed
paid and the form the payment.”



 









 




     5. The last sentence of Section 10.5 of the Plan is deleted in its entirety.



     6. Section 21.12 of the Plan shall be amended to add the following sentences to the end thereof to
read as follows:




          “To the extent necessary to comply with Section 409A of the Code, if a Participant is a
specified employee, as defined in Treas. Reg. 1.409A-1(i), and any stock of the Company or of any
affiliate is publicly traded on an established securities market or otherwise, no payment or
benefit that is subject to Section 409A of the Code shall be made under this Plan on account of the
Participant’s separation from service with the Company or its Subsidiaries within the meaning of
Section 409A(a)(2)(A)(i) of the Code before the date that is the first day of the seventh month
beginning after the date the Participant’s separation from service (or, if earlier, the date of
death of the Participant or any other date permitted under Section 409A of the Code). To the
extent necessary to comply with Section 409A Code, no Award that is a Nonstatutory Option or a
Stock Appreciation Right shall contain or be amended to contain a “deferral feature” or an
“additional deferral feature” within the meaning and usage of those terms under Section 409A of the
Code and the administrative guidance thereunder.”


     7. The definition of “Change in Control” in Exhibit A to the Plan shall be amended to add the
following sentence to the end thereof to read as follows:




          “Notwithstanding the foregoing, solely with respect to any Award that is subject to Section
409A of the Code and payable upon a Change in Control, the term “Change in Control” shall mean an
event described in one or more of the foregoing provisions of this definition, but only if it also
constitutes a “change in control event” within the meaning of Treas. Reg. 1.409A-3(i)(5).”


     8. The definition of “Subsidiary” in Exhibit A to the Plan shall be amended to add the following
language to the end thereof to read as follows:




          “, and for purposes of Awards of Nonstatutory Options, “Subsidiary” means a corporation or
other entity in an chain of corporations and/or other entities in which the Company has a
“controlling interest” within the meaning of Treas. Reg. 1.414(c)-2(b)(2)(i), but using the
threshold of 50% ownership wherever 80% appears.”



          IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized officer on this 8th day of December, 2008.



	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	NEWPARK RESOURCES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Mark J. Airola

	 	 	 	By:
	 	     /s/ Paul Howes	 	 
	 


	 	 
	 	 	 	 

	 	 
	Secretary

	 	 	 	Title:
	 	     President & CEO