exv10w25






EXHIBIT 10.25




FIRST AMENDMENT




TO THE




NEWPARK RESOURCES, INC.




AMENDED AND RESTATED




NON-EMPLOYEE DIRECTORS’ RESTRICTED STOCK PLAN




     This First Amendment to the Newpark Resources, Inc. Amended and Restated Non-Employee
Directors’ Restricted Stock Plan (the “First Amendment”) is made and adopted by Newpark Resources,
Inc. (“Newpark”) effective June 11, 2008.



     WHEREAS, Newpark has adopted the Newpark Resources, Inc. Amended and Restated Non-Employee
Directors’ Restricted Stock Plan (the “Amended and Restated Plan”) (capitalized terms used but not
defined herein shall have the meanings attributable to them in the Amended and Restated Plan); and



     WHEREAS, pursuant to Paragraph 18 of the Amended and Restated Plan, the Board may amend the
Amended and Restated Plan;



     WHEREAS, the Board desires to amend the Amended and Restated Plan to provide that each
Original Grant and each subsequent grant of Restricted Shares to a Non-Employee Director upon
re-election to the Board will be based on a fixed dollar value of such award rather than the fixed
number of shares as currently provided in the Amended and Restated Plan.



     NOW, THEREFORE, the Amended and Restated Plan shall be amended as follows:



     1. Paragraph 4.1 of the Amended and Restated Plan is amended and restated to read in its
entirety as follows:




          “4.1 Subject to stockholder approval of this Amended and Restated Plan,
(i) each Non-Employee Director who is first elected a director after the Effective
Date but before the annual meeting of stockholders in 2009 will be granted 10,000
Restricted Shares automatically on the date of such election, and (ii) each
Non-Employee Director who is first elected a director on or after the annual meeting
of stockholders in 2009 will be granted the Applicable Number (as defined below) of
Restricted Shares automatically on the date of such election (each, the “Original
Grant”). For purposes of determining the Applicable Number, the date of such
election shall be the Date of Grant.”



     2. Paragraph 4.2 of the Amended and Restated Plan is amended and restated to read in its
entirety as follows:




          “4.2 Subject to stockholder approval of this Amended and Restated Plan,
(i) each Non-Employee Director (whether in office on the Effective Date or
subsequently elected) shall be granted 10,000 Restricted Shares automatically on the
date of each annual meeting of stockholders (or stockholder action in lieu thereof
by which the Board is elected) at which such Non-



 









 







Employee Director is
re-elected commencing with the annual meeting of stockholders in 2007 and ending
with the annual meeting of stockholders in 2008, and (ii) each Non-Employee Director
(whether in office on the Effective Date or subsequently elected) shall be granted
the Applicable Number of Restricted Shares automatically on the date of each annual
meeting of stockholders (or stockholder action in lieu thereof by which the Board is
elected) at which such Non-Employee Director is re-elected commencing with the
annual meeting of stockholders in 2009. For purposes of determining the Applicable
Number, the date of each annual meeting at which the Non-Employee Director is
re-elected (or stockholder action in lieu thereof by which the Board is elected)
shall be the Date of Grant. If following the annual meeting of stockholders in
2008 no annual meeting of stockholders (or stockholder action in lieu thereof by
which the Board is elected) occurs in a calendar year, and such Non-Employee
Director continues in office as a Non-Employee Director at the end of such calendar
year, then such Non-Employee Director automatically shall be granted the Applicable
Number of Restricted Shares pursuant to this paragraph 4.2 on the last Business Day
of such calendar year (which, for purposes of determining the Applicable Number,
shall be the Date of Grant), subject to the terms and conditions of this Amended and
Restated Plan. Notwithstanding the foregoing, a Non-Employee Director shall not
receive a grant of Restricted Shares pursuant to this paragraph 4.2 if such
Non-Employee Director received an Original Grant within six months before the date
on which such Non-Employee Director would have become entitled to receive a grant
pursuant to this paragraph 4.2. For purposes of this Amended and Restated Plan, the
term “Business Day” shall mean a day on which the New York Stock Exchange is open
for business and is conducting normal trading activity and the term “Applicable
Number” shall mean for grants of Restricted Shares occurring automatically under
paragraph 4.1 or this paragraph 4.2 on or after the annual meeting of stockholders
in 2009, a number derived by dividing (x) $125,000 by (y) the Fair Market Value of a
Restricted Share determined as of the Date of Grant.”



     3. Except as amended hereby, the Amended and Restated Plan shall continue in full force and
effect and the Amended and Restated Plan and this Amendment shall be construed as one instrument.
This First Amendment shall be construed in accordance with, and governed by, the laws of the State
of Delaware without regard to conflict of law principles.



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