EXHIBIT 4.10

TETRA Technologies, Inc.

EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.
Amended and Restated 2011 Long Term Incentive Compensation Plan

1. Grant of Incentive Option. TETRA Technologies, Inc., a Delaware corporation ( “ Company ” ), hereby grants to [          ] ( “ Optionee ” ) the right, privilege and option as herein set forth (the “ Incentive Option ” ) to purchase up to [          ] shares (the “ Shares ” ) 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 Employee Incentive Stock Option Agreement (the “Agreement”) is dated as of [          ] . The Shares, when issued to Opt ionee upon exercise of the Incentive Option, shall be fully paid and nonassessable and the Optionee (or the person permitted to exercise the Incentive Option in the event of Optionee’s death) shall be and have all the rights and privileges of a stockholder of record of the Company with respect to the Shares acquired upon exercise of the Incentive Option, effective upon such exercise. The Incentive Option is granted pursuant to and to implement in part the TETRA Technologies, Inc. Amended and Restated 2011 Long Term Incentive Compensation Plan (as amended and in effect from time to time, the “ Plan ” ) and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as the provisions of this Agreement . By exec ution of this Agreement , Optionee agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan as implemented by the Incentive Option and this Agreement, together with all rules and determinations from time to time issued by t he 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 Incentiv e Option unless otherwise provided. The Incentive Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ” ).

2. Option Terms. Subject to earlier terminatio n as provided herein, the Incentive Option shall expire on the 10 th anniversary of the date of grant of the Incentive Option, which anniversary shall be [          ] ; provided, however, that if the Optionee, at the date of grant, owned more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent corporation or subsidiary corporation (each as defined in Section 424 of the Code), the Incentive Option shall expire on the 5th anniversary of the date o f grant of the Incentive Option, which anniversary shall be [_________] . The period during which the Incentive Option is in effect is referred to as the “ Option Period ” .

3. Option Exercise Price. The exercise price (the “ Exercise Price ” ) of the Shares su bject to the Incentive Option shall be $ [        ] per Share which has been determined to be no les s than the Fair Market Value Per Share of the Common Stock on the date o f grant of the Incentive Option or if the Optionee, at the date if grant, owned more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent corporation or subsidiary corporation (each as defined in Section 424 of the Code) , the Exercise Price has been determined to be no less than on e hundred ten percent (110%) of the Fair Market Value Per Share of the Common Stock on that date of grant of the Incentive Option.

4. Vesting. Subject to the provisions of this Agreement including, without limitation, the following provisions of this Paragraph 4, the total number of Shares subject to this Incentive Option shall vest and be exercisable only in accordance with the following schedule:

[schedule to be specified]

The vested Shares that may be acquired under the Incentive Option may be purchased , in whole or in part, at any time after they become vested during the Option Period. In addition, the Committee may accelerate vesting and the time at which the Incentive Option may be exercised, (i) upon the

occurrence of a Change in Control or termination of Employment of Optionee following a Change in Control in accordance with Paragraph 8 below, or (ii) upon termination of Employment of Optionee under other circumstances in accordance with Paragraph 7 below.

5. Method of Exercise. To exercise the Incentive Option, Optionee shall deliver notice to the Company at its principal executive office, directed to the Plan Administrator, such exercise to be effective at the time of receipt of such notice at the Company’s principal executive office during normal business hours, stating the number of Shares with respect to which the Incentive Option is being exercised together with payment for such Shares plus any required withholding taxes, unless other arrangements for withholding tax liabili ty have been made with the Committee. The exercise notice shall be delivered in person, by certified or regular mail, or by such other method (including electronic transmission) as determined from time to time by the Committee or the Plan Administrator. An y exercise of the Incentive Option must be for a minimum of 100 Shares or, if less, for all remaining Shares subject to the Incentive Option.

6. Payment of Exercise Price and Required Withholding. In order to exercise the Incentive Option, the Optionee o r other person or persons entitled to exercise such Incentive Option shall deliver to Company payment in full for (i) the Shares being purchased and (ii) unless other arrangements have been made with the Committee, any required withholding taxes. The payme nt of the Exercise Price for the Incentive Option shall either be (i) in cash, or by check payable and acceptable to the Company, (ii) with the consent of the Committee, by tendering to Company shares of Common Stock owned by t he person exercising the Ince ntive Option for more than six months having an aggregate Fair Market Value as of the date of exercise that is not greater than the full exercise price for the Shares with respect to which the Incentive Option is being exercised and by paying any remaining amount of the Exercise Price (and any required withholding taxes) as provided in (i) above, or (iii) with the consent of the Committee and compliance with such instructions as the Committee may specify, by delivering to the Company and to a broker a prope rly executed exercise notice and irrevocable instructions to such broker to deliver to the Company cash or a check payable and acceptable to the Company to pay the exercise price and any applicable withholding taxes. Upon receipt of the cash or check from the broker, the Company will deliver to the broker the shares for which the Incentive Option is exercised. In the event that the person elects to make payment as allowed under clause (ii) above, the Committee may, upon confirming that the Optionee owns the number of additional Shares being tendered, authorize the issuance of a new certificate for the number of Shares being acquired pursuant to the exercise of the Incentive Option less that number of Shares being tendered upon the exercise and return to the person (or not require surrender of) the certificate for the Shares being tendered upon the exercise. The date of sale of the shares by the broker pursuant to a cashless exercise under (iii) above shall be the date of exercise of the Incentive Option. If t he Committee so requires, such person or persons shall also deliver a written representation that all Shares being purchased are being acquired for investment and not with a view to, or for resale in connection with, any distribution of such Shares.

7. T ermination of Employment. Termination of Employment, Retirement, death or Disability of Optione e, shall a ffect Optionee’s right s under the Incentive Option as follows:

(a) Termination of Employment. If Employment of Optionee is terminated for any reason whatsoever other than death, Disability or Retirement, subject to the provisions of this Section 7 , any nonvested portion of the Incentive Option outstanding at the time of such termination and all ri ghts thereunder shall wholly and completely terminate and no further vesting shall occur, and Optionee shall be entitled to exercise his or her rights with respect to the portion of the Incentive Option vested as of the date of termination for a period tha t shall end on the earlier of (i) the expiration date set forth in the Incentive Option with respect to the vested portion of the Incentive Option or (ii) the date that occurs three (3) months after such termination date.

(b) Retirement. Upon the Retire ment of Optionee:

(i) any nonvested portion of the Incentive Option shall immediately terminate and no further vesting shall occur; and

(ii) any vested portion of the Incentive Option shall expire on the earlier of (A) the expiration of the Option Period ; or (B) the expiration of twelve (12) months after the date of Retirement ; provided, however, any exercise more than three (3) months after the Optionee’s Retirement shall result in the Incentive Option becoming a Nonqualified Option .

(c) Disability or Death. Upon termination of Employment as a result of Disability or death o f Optionee or if Optionee retires and dies during the period described in Section 7(b ) (ii) above ( hereinafter the “ Applicable Retirement Period ”) , or if the Optionee’s Employment was terminated as a result of Disability and the Optionee dies during the period that expires on the earlier of the expiration of the Option Period or the first anniversary of the Optione e’s termination of Employment du e to Disability ( hereinaft er the “ Applicable Disability Period ” ),

(i) any nonvested portion of the Incentive Option that has not already terminated shall immediately terminate and no further vesting shall occur; and

(ii) any vested portion of the Incentive Option shall expire upon the earlier of (A) the expiration of the Option Period or (B) the later of (1) the first anniversary of such termination of Employment as a result of Disability or death , or (2) the first anniver sary of Optionee ’s death during the Applicable R etirement Period or the Applicable Disability Period ; provided, however, if the Optionee’s death occurs in any Applicable Retirement Period more than three (3) months after the Optionee’s Retirement, the Ince ntive Option shall automatically become a Nonqualified Option .

(d) Notwithstanding any other provision of the Incentive Option, the Committee, in its sole discretion, may provide that,

(i) upon termination of Employment of Optionee for any reason , a ll or a part of any unvested portion of the Incentive Option shall become vested, and together with the previously vested portion of the Incentive Option, shall be exercisable for such period and upon such terms and conditions as may be determined by the C ommittee; or

(ii) in the event that the Optionee ceases to be an Employee, the vested portion of the Incentive Option shall remain exercisable for such period and upon such terms and conditions as may be determined by the Committee ;

provided, however, that no such acceleration of vesting or continuation of exercisability shall be effective prior to the date of the Committee’s written determination, no continuation may exceed the expiration of the Option Period , and any continuation th at extends exercisability more than three (3) months beyond the date of Optionee’s termination of Employment shall result in the Incentive Option becoming a Nonqualified Option.

8. Change in Control.

(a) Change in Control. Unless otherwise provided in an employment, severance or change in control agreement approved by the Committee to which Optionee is a party that addresses the effect on an Incentive Option of a Change in Control or termination of Optionee’s Employment following a Change in Control, in which case such agreement shall control , in the event of a Change in Control, the Committee may (i) accelerate vesting and the time at which the Incentive Option may be exercised so that the Incentive Option may be exercised in full for a limited perio d of time on or before a specified date fixed by the Committee, after which t he unexercised Incentive Option and all rights of Optionee thereunder shall terminate, (ii) accelerate vesting and the time at which the Incentive Option may be

exercised so that the Incentive Option may be exercised in full for its then remaining term , or (iii) provide that the Incentive Option be assumed by the successor or survivor entity, or be exchanged and substituted for similar options covering the equity of the successor o r survivor, or a parent or subsidiary thereof, with appropriate adjustments as to number of shares covered by the Option and the Exercise P rice .

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) The Committee may provide for any action described in clauses (i), (ii) or (iii) of Paragraph 8(a), above, to occur immediately upon a Change in Control or upon termination of Employment of Optionee, initiated by the successor or survivor entity under such circumstances as may be specified by the Committee, within a fixed time following the Change in Control.

( c ) Right of Cash-Out. If approved by the Board prior to any Change in Control described in clauses (ii), (iii) or (iv) of the definition of Change in Control as provided in the Plan, or prior to or within thirty (30) days after a Change in Control described in clause (i) of the definition of Change in Control as provided in the Plan shall be deemed to have occurred, the B oard shall have the right upon such Change in Control or for a forty-five (45) day period immediately followin g the date that the Change in Control is deemed to have occurred to require Optionee to transfer and deliver to Company the Incentive Option in exchange for an amount equal to the “cash value” (defined below) of the Incentive Option. Such right shall be ex ercised by written notice to Optionee. The cash value of the Incentive Option shall equal the excess of the “market value” (defined below) per Share over the Exercise Price, if any, multiplied by the number of Shares subject to the Incentive Option. In the event that the Exercise Price of this Incentive Option equals or exceeds the price paid for a Share of Common Stock in connection with the Change in Control, the Committee may cancel this Incentive Option without the payment of consideration. For purposes of th is P aragraph 8(c) , “market value” per Share shall mean the higher of (i) the average of the Fair Market Value P er 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 Optionee by Company pursuant to this Paragraph 8( c ) shall be in cash or by certified check and shall b e reduced by any taxes required to be withheld.

9. Reorganization of Company and Subsidiaries. The existence of the Incentive Option 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 chan ges in the 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 or the rights thereof, or the dissolution or liquidati on 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 grant th e 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, combinati on of shares or the like, the Committee shall, in such manner as it may deem equitable and subject to the provisions of the Plan, make adjustments to the aggregate number of Shares subject to the Incentive Option which have not vested under this Agreement and the Exercise Price , subject to any required action by the stockholders of the Company .

11. No Rights in Shares. Optionee shall have no rights as a stockholder in respect of Shares until such Optionee becomes the holder of record of such Shares.

12. Certain Restrictions. The certificate issued for the Shares subject to the restrictions described in this Paragraph 12 may , in the Committee’s discretion, be issued with an appropriate legend desc ribing such restrictions, and the Committee may establis h an escrow or other custodial arrangement for holding of the certificate by a person (other than Optionee) selected by the Committee.

By exercising the Incentive Option, Optionee agrees that if at the time of such exercise the sale of Shares issued here under is not covered by an effective registration statement filed under the Securities Act of 1933 (Act), O ptionee will acquire the Shares for Optionee’s own account and without a view t o resale or distribution in violation of the Act or any other securiti es law, and upon any such acquisition Optionee will enter into such written representations, warranties and agreements as Company may reasonabl y request in order to comply with the Act or an y other securities law or with this Agreemen t. Optionee agrees that Company shall not be oblig ated to take any affirmative action in order to cause the issuance or transfer of Shares hereunder to comply with any law, rule or regulation that applies to the Shares subject to the Incentive Option.

13. Shares Reserved. Company shall at all times during the Option Period reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Incentive Option.

14. Nontransferability of Option. The Incentive Option evidenced by this Agre emen t is not transferable other than by will, and the laws of descent and distribution. The Incentive Option will be exercisable during Optionee’s lifetime only by Optionee or by Optionee’s guardian or legal representative. No right or benefit hereunder sh all in any manner be liable for or subject to any debts, contracts, liabilities, or torts of Optionee.

15. Amendment and Termination. T he Incentive O ption may not be terminated by t he B oard or the Committee at any time without the written consent of Opti onee. This Agreement may be amended in writing by the Company and Optionee, provided the Company may amend this Agreement unilaterally (i) if the amendment does not adversely affect the Optionee’s rights hereun der in any material respect, (ii) if the Compa ny 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 Optionee .

16. No Guarantee of Employment. The Incentive Option shall not confer upon Optionee any right with respect to continuance of employment or other service with the Company or any Affiliate , nor shall it interfere in any way with any right Company or any Aff iliate would otherwise have to terminate such Optionee’s employment or other service at any time.

17. Notice of Disqualifying Disposition. If the Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the exercise of the Incentive Option on or before the later of (i) the date that is two years after the date of grant of the Incentive Option, and (ii) the date that is one (1) year after the transfer of the Shares to the Optionee upon exercise of the Incentive Option, the Optionee sh all make the information regarding such disposition available to the Company upon the Company’s request.

18 . Withholding of Taxes. Any issuance of Common Stock pursuant to the exercise of the Incentive Option shall not be made until appropriate arrangeme nts satisfactory to the Company have been made for the payment of any tax amounts (federal, state, local or other) that may be required to be withheld or paid by the Company with respect thereto at the minimum statutory rate. Company shall have the right t o take such action as may be necessary or appropriate to satisfy any such tax withholding obligations.

19 . No Guarantee of Tax Consequences. Optionee shall be solely responsible for and liable for any and all tax consequences (including but not limited to any interest or penalties) as a result of

participation in the Plan. N either Company nor any Affiliate nor the Board or Committee makes any commitmen t or guarantee that any federal , state , local or foreign tax treatment will apply or be available to any person eligible for the benefits under the Incentive Option and assumes no liability whatsoever for the tax consequences to any such person . The partie s intend this Agreement and the compensation provided hereunder to be exempt from and/or compliant with Section 409A of the Code and will interpret and apply this Agreement in accordance with such intentions.

20. Consent to Electronic Delivery; Electroni c Signature. In lieu of receiving documents in paper format, Optionee 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, p rospectus 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 Optionee has access. Optionee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system fo r 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 sh all have the same force and effect as, his or her manual signature.

21 . Clawback/Recoupment Policy. Notwit hstanding any provisions in this Agreement to the contrary, the Incentive Option, any Shares acquired pursuant to the exercise of the Incentive Option and/or any income realized upon the Optionee’s disposition of such Shares shall be subject to potential cancellation, rescission, clawback and recoupment (i) to the extent necessary to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated the reunder, and/or (ii) as may be required in accordance with the terms of any clawback/recoupment policy as may be adopted by the Company to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any regulations or listing requ irements promulgated thereunder.

22. Severability. In the event that any provision of the Incentive Option shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provis ions of the Incentive Option, and the Incentive Option shal l be construed and enforced as i f the illegal, invalid, or unenforceable provision had never been included herein.

23 . Governing Law. The Incentive O ption and this 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

OPTIONEE

By:                                             

      Employee

EXHIBIT 4.11

TETRA Technologies, Inc.

EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.

Amended and Restated 2011 Long Term Incentive Compensation Plan

1. Grant of Nonqualified Option. TETRA Technologies, Inc., a Delaware corporation ( “ Company ” ), hereby grants to [          ] ( “ Optionee ” ) the right, privilege and option as herein set forth (the “ Nonqualified Option ” ) to purchase up to [          ] shares (the “ Shares ” ) 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 Employee Nonqualified Stock Option Agreement (the “Agre e ment”) is dated as of [          ] . The Shares, when issued to Optionee upon exercise of the Nonqualified Option, shall be fully paid and nonassessable and the Optionee (or the person permitted to exercise the Nonqualified Option in the event of Optionee’s death) shall be and have all the rights and privileges of a stockholder of record of the Company with respect to the Shares acquired upon exercise of the Nonqualified Option, effective upon such exercise. The Nonqualified Option is granted pursuant to and to implement in part the TETRA Technolo gies, Inc. Amended and Restated 2011 Long Term Incentive Compensation Plan (as amended and in effect from time to time, the “ Plan ” ) and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as the provisions of this Agreement . By execution of this Agreement, Optionee agrees to be bound by all of the terms, provisions, conditi ons and limitations of the Plan as implemented by the Nonqualified Option and this Agreement, together with all rules and determinations from time to time issued by the Management and Compensation Committee (“Committee”) pursuant to the Plan . All capitaliz ed terms have the meanings set forth in the Plan unless otherwise specifically provided. All references to specified paragraphs pertain to paragraphs of this Nonqualified Option unless otherwise provided. The Nonqualified Option is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ” ).

2. Option Terms. Subject to earlier termination as provided herein, the Nonqualified Option shall expire on the 10 th anniversar y of the date of grant of Nonqualified Option, which anniversary shall be [         ] . The period during which the Nonqualified Option is in effect is referred to as the “ Option Period ” .

3. Option Exercise Price. The exercise price (the “ Exercise Price ” ) of the Shares subject to the Nonqualified Option shall be $ [         ] per Share which has been determined to be no les s than the Fair Market Value Per Share of the Common Stock on the date of grant of the Nonqualified Option.

4. Vesting. Subject to th e provisions of this Agreement , including, without limitation, the following provisions of this Paragraph 4, the total number of Shares subject to this Nonqualified Option shall vest and be exercisable only in accordance with the following schedule:

[schedule to be specified]

The vested Shares that may be acquired under the Nonqualified Option may be purchased , in whole or in part, at any ti me after they become vested during the Option Period. In addition, the Committee may accelerate vesting and the time at which the Nonqualified Option may be exercised, (i) upon the occurrence of a Change in Control or termination of Employment of Optionee following a Change in Control in accordance with Paragraph 8 below, or (ii) upon the termination of Employment of Optionee under other circumstances in accordance with Paragraph 7 below.

5. Method of Exercise. To exercise the Nonqualified Option, Optionee shall deliver notice to the Company at its principal executive office, directed to the Plan Administrator, such exercise to be effective at the time of receipt of such notice at the Company’s principal executive office during normal business hours, stating the number of Shares with respect to which the Nonqualified Option is being exercised together with paymen t for such Shares plus any required withholding taxes, unless other

arrangements for withholding tax liability have been made with the Committee. The exercise notice shall be delivered in person, by certified or regular mail, or by such other method (inclu ding electronic transmission) as determined from time to time by the Committee or the Plan Administrator. Any exercise of the Nonqualified Option must be for a minimum of 100 Shares or, if less, for all remaining Shares subject to the Nonqualified Option.

6. Payment of Exercise Price and Required Withholding. In order to exercise the Nonqualified Option, the Optionee or other person or persons entitled to exercise such Nonqualified Option shall deliver to Company payment in full for (i) the Shares being p urchased and (ii) unless other arrangements have been made with the Committee, any required withholding taxes. The payment of the Exercise Price for the Nonqualified Option shall either be (i) in cash, or by check payable and acceptable to the Company, (ii ) with the consent of the Committee, by tendering to Company shares of Common Stock owned by t he person exercising the Nonqualified Option for more than six months having an aggregate Fair Market Value as of the date of exercise that is not greater than th e full exercise price for the Shares with respect to which the Nonqualified Option is being exercised and by paying any remaining amount of the Exercise Price (and any required withholding taxes) as provided in (i) above, or (iii) with the consent of the C ommittee and compliance with such instructions as the Committee may specify, by delivering to the Company and to a broker a properly executed exercise notice and irrevocable instructions to such broker to deliver to the Company cash or a check payable and acceptable to the Company to pay the exercise price and any applicable withholding taxes. Upon receipt of the cash or check from the broker, the Company will deliver to the broker the shares for which the Nonqualified Option is exercised. In the event that the person elects to make payment as allowed under clause (ii) above, the Committee may, upon confirming that the Optionee owns the number of additional Shares being tendered, authorize the issuance of a new certificate for the number of Shares being acquired pursuant to the exercise of the Nonqualified Option less that number of Shares being tendered upon the exercise and return to the person (or not require surrender of) the certificate for the Shares being tendered upon the exercise. T he date of sale of the shares by the broker pursuant to a cashless exercise under (iii) above shall be the date of exercise of the Nonqualified Option. If the Committee so requires, such person or persons shall also deliver a written representation that al l Shares being purchased are being acquired for investment and not with a view to, or for resale in connection with, any distribution of such Shares.

7. Termination of Employment. Termination of Employment, Retirement, death or Disability of Optionee, sh all a ffect Optionee’s right s under the Nonqualified Option as follows:

(a) Termination of Employment. If Employment of Optionee is terminated for any reason whatsoever other than death, Disability or Retirement, subject to the provisions of this Section 7 , any nonvested portion of the Nonqualified Option outstanding at the time of such termination and all rights thereunder shall wholly and completely terminate and no further vesting shall occur, and Optionee shall be entitled to exercise his or her right s with respect to the portion of the Nonqualified Option vested as of the date of termination for a period that shall end on the earlier of (i) the expiration date set forth in the Nonqualified Option with respect to the vested portion of the Nonqualified Option or (ii) the date that occurs three (3) months after such termination date.

(b) Retirement. Upon the Retirement of Optionee:

(i) any nonvested portion of the Nonqualified Option shall immediately terminate and no further vesting shall occur; a nd

(ii) any vested portion of the Nonqualified Option shall expire on the earlier of (A) the expiration of the Option Period ; or (B) the expiration of twelve (12) months after the date of Retirement.

(c) Disability or Death. Upon termination of Employment as a result of Disability or death of Optionee or if Optionee retires and dies during the period described in Section 7(b)(ii)

above (hereinafter the “Applicable Retirement Period”), or if the Optionee’s Employment was termin ated as a result of Disability and the Optionee dies during the period that expires on the earlier of the expiration of the Option Period or the first anniversary of the Optionee’s termination of Employment due to Disability (hereinafter the “Applicable Di sability Period”),

(i) any nonvested portion of the Nonqualified Option that has not already terminated shall immediately terminate and no further vesting shall occur; and

(ii) any vested portion of the Nonqualified Option shall expire upon the ear lier of (A) the expiration of the Option Period or (B) the later of (1) the first anniversary of such termination of Employment as a result of Disability or death , or (2) the first anniversary of Optionee ’s death during the Applicable R etirement Period or the Applicable Disability Period.

(d) Notwithstanding any other provision of the Nonqualified Option, the Committee, in its sole discretion, may provide that,

(i) upon termination of Employment of Optionee for any reason , all or a part of any unvest ed portion of the Nonqualified Option shall become vested, and together with the previously vested portion of the Nonqualified Option, shall be exercisable for such period and upon such terms and conditions as may be determined by the Committee; or

(ii) in the event that the Opt ionee ceases to be an Employee, the vested portion of the Nonqualified Option shall remain exercisable for such period and upon such terms and conditions as may be determined by the Committee;

provided, however, that no suc h acceleration of vesting or continuation of exercisability shall be effective prior to the date of the Committee’s written determination, and no continuation may exceed the expiration of the Option Period.

8. Change in Control.

(a) Change in Control. Unless otherwise provided in an employment, severance or change in control agreement approved by the Committee to which Optionee is a party that addresses the effect on a Nonqualified Option of a Change in Control or termination of Optionee’s Empl oyment following a Change in Control, in which case such agreement shall control , in the event of a Change in Control, the Committee may (i) accelerate vesting and the time at which the Nonqualified Option may be exercised so that the Nonqualified Option may be exercised in full for a limited period of time on or before a specified date fixed by the Committee, after which the unexercised Nonqualified Option and all rights of Optionee thereunder shall terminate, (ii) accelerate vesting and the time at whic h the Nonqualified Option may be exercised so that the Nonqualified Option may be exercised in full for its then remaining term , or (iii) provide that the Nonqualified Option be assumed by the successor or survivor entity, or be exchanged and substituted f or similar options covering the equity of the successor or survivor, or a parent or subsidiary thereof, with appropriate adjustments as to number of shares covered by the Nonqualified Option and the Exercise P rice .

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)  The Committee may provide for any action described in clauses (i), (ii) or (iii) of Paragraph 8(a), above, to occur immediately upon a Change in Control or upon termination of Employment of Optionee, initiated by the successor or survivor entity under such

circumstances as may be specified by the Committee, within a fixed time following the Change in Control.

( c ) Right of Cash-Out. If approv ed by the Board prior to any Change in Control described in clauses (ii), (iii) or (iv) of the definition of Change in Control as provided in the Plan, or prior to or within thirty (30) days after a Change in Control described in clause (i) of the definiti on of Change in Control as provided in the Plan shall be deemed to have occurred, the B oard shall have the right upon such Change in Control or for a forty-five (45) day period immediately following the date that the Change in Control is deemed to have occ urred to require Optionee to transfer and deliver to Company the Nonqualified Option in exchange for an amount equal to the “cash value” (defined below) of the Nonqualified Option. Such right shall be exercised by written notice to Optionee. The cash value of the Nonqualified Option shall equal the excess of the “market value” (defined below) per Share over the Exercise Price, if any, multiplied by the number of Shares subject to the Nonqualified Option. In the event that the Exercise Price of this Nonquali fied Option equals or exceeds the price paid for a Share of Common Stock in connection with the Change in Control, the Committee may cancel this Nonqualified Option without the payment of consideration. For purposes of th is Paragraph 8(c) , “market value” per Share shall mean the higher of (i) the average of the Fair Market Value P er 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 Optionee by Company pursuant to this Paragraph 8( c ) shall be in cash or by certified check and shall b e reduced by any taxes required to be withheld.

9. Reorganization of Company and Subsidi aries. The existence of the Nonqualified Option 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 Company’s capital structur e 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 or the rights thereof, or the dissolution or liquidation of Company, or any sale or transfe r 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 grant 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 Committee shall, in such manner as it may deem equitable and subject to the provisions of the Plan, make adjustments to the aggregate number of Shares subject to the Nonqualified Option which have not vested under this Agreement and the Exercise Price , sub ject to any required action by t he stockholders of the Company .

11. No Rights in Shares. Optionee shall have no rights as a stockholder in respect of Shares until such Optionee becomes the holder of record of such Shares.

12. Certain Restrictions. The certificate issued for the Shares subject to the restrictions described in this Paragraph 12 may , in the Committee’s discretion, be issued with an appropriate legend desc ribing such restrictions, and the Committee may establish an escrow or other cust odial arrangement for holding of the certificate by a person (other than Optionee) selected by the Committee.

By exercising the Nonqualified Option, Optionee agrees that if at the time of such exercise the sale of Shares issued hereunder is not covered b y an effective registration statement filed under the Securities Act of 1933 (Act), O ptionee will acquire the Shares for Optionee’s own account and without a view t o resale or distribution in violation of the Act or any other securities law, and upon any s uch acquisition Optionee will enter into such written representations, warranties and agreements as Company may reasonabl y request in order to comply with the Act or an y other securities law or with this Agreement . Optionee agrees that Company shall not be oblig ated to take any affirmative action in

order to cause the issuance or transfer of Shares hereunder to comply with any law, rule or regulation that applies to the Shares subject to the Nonqualified Option.

13. Shares Reserved. Company shall at all t imes during the Option Period reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Nonqualified Option.

14. Nontransferability of Option. The Nonqualified Option evidenced by this Agreemen t is not tra n sferable other than by will, the laws of descent and distribution , or pursuant to a qualified domestic relations order . The Nonqualified Option will be exercisable during Optionee’s lifetime only by Optionee or by Optionee’s guardian or legal representati ve. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of Optionee. T he Optionee (or his guardian) may , in accordance with rules and procedures established by the Committee from time to time, transfer, for estate planning purposes, all or part of the Nonqualified Option to one or more immediate family members or related family trusts or partnerships or similar entities as determined by the Committee. To the extent the Nonqualified Option is transferred in accordan ce with the provisions of this P aragraph 14, the Nonqualified Option may only be exercised by the person or persons who acquire a proprietary interest in the Nonqualified Options pursuant to the transfer.

15. Amendment and Term ination. T he Nonqualified Option may not be terminated by the B oard or the Committee at any time without the written consent of Optionee. This Agreement may be amended in writing by the Company and Optionee, provided the Company may amend this Agreement un ilaterally (i) if the amendment does not adversely affect the Optionee’s rights hereu nder 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 deter mines that an amendment is necessary to meet the requirements of the Code or to prevent adverse tax consequences to the Optionee .

16. No Guarantee of Employment. The Nonqualified Option shall not confer upon Optionee any right with respect to continuanc e of employment or other service with the Company or any Affiliate , nor shall it interfere in any way with any right Company or any Affiliate would otherwise have to terminate such Optionee’s employment or other service at any time.

17. Withholding of Taxes. Any issuance of Common Stock pursuant to the exercise of the Nonqualified Option shall not be made until appropriate arrangements satisfactory to the Company have been made for the payment of any tax amounts (federal, state, local or other) that may be required to be withheld or paid by the Company with respect thereto at the minimum statutory rate. Company shall have the right to take such action as may be necessary or appropriate to satisfy any such tax withholding obligations.

18. No Guarantee of Tax Consequences. Optionee shall be solely responsible for and liable for any and all tax consequences (including but not limited to any interest or penalties) as a result of participation in the Plan. N either Company nor any Affiliate nor the Board or Committee makes any commitment or guarantee that any federal , state , local or foreign tax treatment will apply or be available to any person eligible for the benefits under the Nonqualified Option and assumes no liability whatsoever for the tax consequence s to any such person . The parties intend this Agreement and the compensation provided hereunder to be exempt from and/or compliant with Section 409A of the Code and will interpret and apply this Agreement in accordance with such intentions.

19 . Clawback/Recoupment Policy. Notwithstanding any provisions in this Agreement to the contrary, the Nonqualified Option, any Shares acquired pursuant to the exercise of the Nonqualified Option and/or any income realized upon the Optionee’s disposition of suc h Shares shall be subject to potential cancellation, rescission, clawback and recoupment (i) to the extent necessary to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any regulations or listing req uirements promulgated thereunder, and/or (ii) as may be required in accordance with the terms of any clawback/recoupment policy as may be adopted by the Company to

comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any re gulations or listing requirements promulgated thereunder.

20 . Severability. In the event that any provision of the Nonqualified Option shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the Nonqualified Option, and the Nonqualified Option shall be construed and enforced as i f the illegal, invalid, or unenforceable provision had never been included herein.

21 . Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, Optionee 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, pr ospectus 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 Optionee has access. Optionee 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 sign ature is the same as, and shall have the same force and effect as, his or her manual signature.

22 . Governing Law. The N onqualified O ption and this 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

OPTIONEE

By:                                             

      Employee

EXHIBIT 4.12

TETRA Technologies, Inc.

EMPLOYEE RESTRICTED STOCK AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.

Amended and Restated 2011 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 [           ] shares (the “R estricted 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 Employee Restricted Stock Agreement (“Restricted Stock Agreement”) is dated as of [          ] . The Restricted Stock is awarded pursuant to and to implement i n part the TETRA Technologies, I nc. Amended and Restated 20 11 Long Term Incentive Compensation Plan (as amended and in effect from time to time, the “Plan”) and is subject to the r estrictions, 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 th is Restricted Stock Agreement, P articipant agrees to be bou nd 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”) pur suant 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 i ssued and registered in the Participant’s name, in each case subject to the restrictions set forth in t his Restricted Stock Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Stock shall be held in custody by th e 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 s hares 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 t he TETRA Technologies, Inc. Amended and Restated 2011 Long Term Incentive Compensation Plan 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 Sto ck 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 Comp any’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 Stoc k 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 Em ployment with the Company or any Affiliate under circumstances that do not result in Participant becom ing fully vested in such shares of Restricted Stock , and the restrictions on such shares of R estricted Stock laps ing , 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 R estricted Stock have become 100% vested and the restrictions thereon have lapsed sha ll 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 ve sted and the restrictions thereo n shall have lapsed , (i ) upon the occurrence of a Change in Control or termination of Employment of Participant following a Change in Control in accordance with Paragraph 8 below, or (ii) upon the termination of Employment of Participant under any other circumstances in accordan ce 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 condition s 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 poli cies 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 thi s Restricted Stock Agreement and the Plan, have all rights with respect to the shares of R estricted 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 righ t 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 subject to the same vesting requirements as the underlying shares of Restricted Stock and shall be credited to an account , which account shall be established for purposes of determining the amount of such distributions owing to the Participant. In the event of the forfeiture of any nonvested shares of the Restricted Stock, the Participant shall have no furth er rights with respect to such R estricted Stock and shall forfeit any accumulated dividends, cash or stock, credited to such account which are related to the forfeited shares of Restricted Stock. To the extent the shares of Restricted Stock shall become fully vested and the restrictions imposed t hereon shall lapse pursuant to P aragraph 4 above, all dividends, cash and stock , if any, credited to the account shall be distributed to the Participant without interest within 30 days following the vesting of the underlying shares of Restricted Stock .

7. Termination of Employment. Subject to any action by the Committee , i f Employment of Participant 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 (includin g all accumulated dividends, cash or stock which are related to the nonvested shares of Restricted Stock) 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 Employment of Participant , the Committee, in its dis cretion, 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 (i) if the Award is to a Covered Employee and intended to qualify as “performance-based compensation” under Section   162(m) of the Code, such acceleration of vesting and waiver of restrictions may only occur upon a termination due to Partici pant’s death or Disability, (ii) if the Award is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee shall not have the authority to accelerate vesting or waive any restrictions in a manner that would cause the Award to become subject to tax, interest or penalty provisions thereunder, and (ii i ) 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. Unless otherwise provided in an employment, severance or change in control agreement approved by the Committee to which Participant is a party that addresses the effect on Restricted Stock of a Change in Control or termination of Partici pant’s Employment following a Change in Control, in which case such agreement shall control , in the event of a Change in Control, the Committee may (i) waive all restrictions and conditions of all Restricted Stock then outstanding with the result that the share s 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 , or (ii) provide that the Restricted Stock be assumed by the successor or survivor entity, or be exchanged and substituted for similar shares covering the equity of the successor or survivor, or a parent or subsidiary thereof, with appropriate adjustments as t o the number of shares .

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 describe d in the preceding sentence shall be final, binding and conclusive with respect to the Company and all other interested persons .

(b)  The Committee may provide for any action described in clauses (i) or (ii) of Paragraph 8(a), above, to occur immediately upon a Change in Control or upon termination of Employment of Participant, initiated by the successor or survivor entity under such circumstances as may be specified by the Committee, within a fixed time following the Change in Control.

( c ) Right of Cash-Out. If approved by the Board prior to any Change in Control described in clauses (ii), (iii) or (iv) of the definition of Change in Control as provided in the Plan, or prior to or within thirty (30) days after a Change in Control described i n clause (i) of the definition of Change in Control as provided in the Plan shall be deemed to have occurred, the Board shall have the right upon such Change in Control or for a forty-five (45) day period immediately following the date that the Change in C ontrol 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” (de fine d below) of such shares of R estricted 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 sh ares 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

P er S hare of Common Stock on each of the fiv e 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 Sectio n 8( c ) 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, re organizations or other changes i n the 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 proceed ing, 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 kin d 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 Committee shall, in such manner as it may deem equitable and subjec t to the provisions of the Plan, make adjustment to 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 .

11. Certain Restrictio ns. 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 unde r 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 Partic ipant’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 reasonabl y 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. Th is 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 comp ly with Rule 16b-3 under the Excha nge 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 privileg es of Participant under this Restricted Stock Agreement or to the Restricted Stock granted hereunder without the written consent of Participant.

13. No G uarantee of Employment. Neither this Restricted Stock Agreement nor t he award of Restricted Stock ev idence d hereby shall confer upon Participant any right with respect to continuance of employment 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 termi nate such Participant’s employment 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 any 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.

(b) Un der Section 83 of the Code, the difference between the purchase price paid, if any, for the shares of Restricted Stock and t heir fair market value o n 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” i nclude 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 subje ct to such forfeiture restricti ons 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 recognize ordinary income for fe deral income tax purposes to the extent the purchase price, if any, is less than the F air M arket V alue of the shares (determined without regard to the vesting requirements and the forfeiture restrictions hereunder) on the date hereof. Failure to make this filing within the thirty (30) day period will result in the rec ognition of ordinary income by P articipant as the shares of Restricted Stock vest and the forfeiture restrictions lapse.  Making the election under Section 83(b) of the Code will not affect the vesting requirements or the forfeiture restrictions provided in this Restricted Stock Agreement or in the Plan .

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) Participant shall be solely responsible for and liable for any and all tax consequences (including but not limited to any interest or penalties) as a result of participation in the Plan. Neither Company nor the Board or Committee makes any commitment or guarantee that any federal , state , local or foreign tax treatment will apply or be available to any person eligible for the benefits under this Restricted Stock Agreement and assumes no liability whatsoever f or the tax consequences to any such person . The parties intend this Restricted Stock Agreement and the compensation provided hereunder to be exempt from and/or compliant with Section 409A of the Code and will interpret and apply this Restricted Stock Agree ment in accordance with such intentions.

15. Community Interest of Spouse. The community interest, if any, of any spouse of Participant in any R estricted Stock shall be subject to all of the terms, conditions and restricti ons of this R estricted Stock Ag reement 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 notification s 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 P articipant has access. Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for d elivery 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. Clawback/Recoupment Po licy. Notwithstanding any provisions in this Agreement to the contrary, this Restricted Stock Agreement , any shares of the Restricted Stock subject to this Restricted Stock Agreement including without limitation, shares of Restricted Stock that have vested and with respect to which the restrictions imposed thereon have lapsed and/or any income realized upon the Participant’s disposition of such s hares shall be subject to potential cancellation, rescission, clawback and recoupment (i) to the extent necessary to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated thereunder, and/or (ii) as may be required in accordance with the terms of any clawback/recoup ment policy as may be adopted by the Company to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated thereunder.

18 . Severabili ty. 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.

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

COMPANY

TETRA Technologies, Inc.

By:                                             

      Stuart M. Brightman

      President & Chief Executive Officer

PARTICIPANT

By:                                             

      Employee

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             , o r 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.

EXHIBIT 4.13

TETRA Technologies, Inc.

NON- EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.
Amended and Restated 2011 Long Term Incentive Compensation Plan

1. Grant of Restricted Stock . TETRA Technologies, Inc., a Delaware corporation ( “ Company ” ), hereby awards to [          ] ( “ Participant ” ) all right s , title and interest in the record and beneficial ownership of [          ] 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 [          ] . The Restricted Stock is awarded pursuant to and to implement in part the TETRA Technologies, Inc. Amended and Restated 2011 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 b ound 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”) p ursuant 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. Esc row 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 certificat e 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 certificate d 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 t he TETRA Technologies, Inc. Amended and Restated 2011 Long Term Incentive Compensation Plan and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as is set forth in the terms of the Restr icted 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 impleme nt 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 Comp any’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 Stoc k 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 immed iately forfeit all rights to any shares of the Restricted S tock 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 result in Participant becom ing fully vested in such shares of Restricted Stock , and the restrictions on such shares of Restricted Stock laps ing , 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 Pa ragraph 4, the total number of s hares 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 lapse d 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 or termination of Participant’s service as a Non-Employee Director following a Change in Control in accordance with Paragraph 8 below, or (ii) upon Participant’s termination of service as a Non-Employee Directo r on the Company’s Board under any other circumstances 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 se curities 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, t he 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, whethe r 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 subject to the same vesting requirements as the underlying shares of Restricted Stock and shall be credited to an account , which account shall be established for purposes of determining the amount of such distributions owing to 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 sh all forfeit any accumulated dividends, cash or stock, credited to the account which are related to the forfeited shares of Restricted Stock. To the extent the shares of Restricted Stock shall become fully vested and the restrictions imposed thereon shall l apse pursuant to Paragraph 4 above, all dividends, cash and stock, if any, credited to the account shall be distributed to the Participant without interest within 30 days following the vesting of the underlying shares of Restricted Stock .

7. Termination of Board Service . Subject to any action by the Committee, i f 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 (including all accumulated dividends, cash or stock which are related to the nonvested shares of Restricted Stock) 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 Participant’s service as a Non-Employee Director on the Company’s Board, 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 (i) if the Award is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee shall not have the authority to accelerate vesting or waive any restrictions in a manner that would cause the Award to become subject to tax, interest or penalty provisions thereunder, a nd (ii) 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, the Committee may (i) 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 , or (ii) provide that the Restricted Stock be assumed by the successor or survivor entity, or be exchanged and substituted for similar shares covering the equity of the successor or survivor, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares .

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 any 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)  The Commi ttee may provide for any action described in clauses (i) or (ii) of Paragraph 8(a), above, to occur immediately upon a Change in Control or upon termination of Participant’s service as a Non-Employee Director, initiated by the successor or survivor entity under such circumstances as may be specified by the Committee, within a fixed time following the Change in Control.

( c ) Right of Cash-Out. If approved by the Board prior to any Change in Control described in clauses (ii), (iii) or (iv) of the definitio n of Change in Control as provided in the Plan, or prior to or within thirty (30) days after a Change in Control described in clause (i) of the definition of Change in Control as provided in the Plan shall b e deemed to have occurred, the B oard shall have the right upon such Change in Control or 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 restriction s have not lapsed in exchange for an amount equal to the “ca sh 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 s hares of Restricted Stock hereunder with respect to which the restrictions have not lapsed . For purposes of the precedin g sentence, “market value” per s hare shall mean the higher of (i) the averag e of the Fair Market Value P er S hare 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, i f any, offered in connection with the Change in Control. The amount payable to Participant by Company

pursuant to this Section 8( c ) shall be paid in cash or by certified check and shall b e 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 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 liquida tion 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 R estricted 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 Committee shall, in such manner as it may deem equitable and subject to the provisions of the Plan, make adjustment to the aggregate number of shares of Restricted Stock which have not vested under t his Restricted Stock Agreement, subject to any required action by the stockholders of the Company .

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 oth er 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 an y 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 t he Committee at any time without the written consent of P articipant. 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 th at 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 w ill 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 R estricted 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 deduction s from the number of shares of Restricted Stock otherwise d eliverable upon vesting of the R estricted Stock and satisfaction

of the conditions precedent under this Restricted Stock Agreement in an amount sufficient to satisfy any 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.

(b) Under Section 83 of the Code, the difference between the purchase price paid, if any, for the s hares 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 Compan y’s rights to re acquire 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 forfei ture 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 recognize ordinary income for federal income tax purposes to the extent the purchase price, if any, is less than the F air M arket V alue of the shares (determined without regard to the vesting requirements and the forfeiture restrictions hereunder) on the date hereof.. Failure to make this filing within th e 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 .  Making the election under Section 83(b) of the Code will not affect the vesting require ments or the forfeiture restrictions provided in this Restricted Stock Agreement or in the Plan .

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) Participant shall be solely responsible for and liable for any and all tax consequences (including but not limited to any interest or penalties) as a result of pa rticipation in the Plan. Neither Company nor the Board or Committee makes any commitment or guarantee that any federal , state , local or foreign tax treatment will apply or be available to any person eligible for the benefits under this Restricted Stock Agr eement and assumes no liability whatsoever for the tax consequences to any such person . The parties intend this Restricted Stock Agreement and the compensation provided hereunder to be exempt from and/or compliant with Section 409A of the Code and will int erpret and apply this Restricted Stock Agreement in accordance with such intentions.

15 . Community Interest of Spouse . The community interest, if any, of an y spouse of Participant in any R estricted 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 o f 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 h ereby 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 si gnature is the same as, and shall have the same force and effect as, his or her manual signature.

17. Clawback/Recoupment Policy. Notwithstanding any provisions in this Agreement to the contrary, this Restricted Stock Agreement , any shares of the Restric ted Stock subject to this Restricted Stock Agreement including without limitation, shares of Restricted Stock that have vested and with respect to which the restrictions imposed thereon have lapsed and/or any income realized upon the Participant’s disposit ion of such shares shall be subject to potential cancellation, rescission, clawback and recoupment (i) to the extent necessary to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any regulations or l isting requirements promulgated thereunder, and/or (ii) as may be required in accordance with the terms of any clawback/recoupment policy as may be adopted by the Company to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated thereunder.

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 th is Restricted Stock Agreement shal l be construed and enforced as i f the illegal, invalid, or unenforceable provision had never been included herein.

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 supersed e and preempt Delaware law.

COMPANY

TETRA Technologies, Inc.

By:                                                                        

      Stuart M. Brightman

      President & Chief Executive Officer

PARTICIPANT

By:                                                                        

      Non Employee Director

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                       , o r 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 N ame

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 TH E RESTRICTED STOCK AGREEMENT WITHOUT REQUIRING AD DITIONAL SIGNATURES ON THE PART OF THE PURCHASER.

EXHIBIT 4.14

TETRA Technologies, Inc.

NON- EMPLOYEE CONSULTANT NONQUALIFIED STOCK OPTION AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.

Amended and Restated 2011 Long Term Incentive Compensation Plan

1. Grant of Nonqualified Option. TETRA Technologies, Inc., a Delaware corporation ( “ Company ” ), hereby grants to [          ] ( “ Optionee ” ) the right, privilege and option as herein set forth (the “ Nonqualified Option ” ) to purchase up to [          ] shares (the “ Shares ” ) 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 Consultant Nonqualified Stock Option Agreement (the “Agreement”) is dated as of [          ] . The Shares, when issued to Optionee upon exercise of the Nonqualified Option, shall be fully paid and nonassessable and the Optionee (or the person permitted to exercise the Nonqualified Option in the event of Optionee’s death) shall be and have all the rights and privileges of a stockholder of record of the Company with respect to the Shares acquired upon exercise of the Nonqualified Option, effective upon such exercise. The Nonqualified Option is granted pursuant to and to implement in part the TETR A Technologies, Inc. Amended and Restated 2011 Long Term Incentive Compensation Plan (as amended and in effect from time to time, the “ Plan ” ) and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as we ll as the provisions of this Agreement . By execution of this Agreement, Optionee agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan as implemented by the Nonqualified Option and this Agreement, together with all rule s 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 Nonqualified Option unless otherwise provided. The Nonqualified Option is not inten ded to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ” ).

2. Option Terms. Subject to earlier termination as provided herein, the Nonqualified Option shall expire on the 10 th anniversary of the date of grant of Nonqualified Option, which anniversary shall be [          ] . The period during which the Nonqualified Option is in effect is referred to as the “ Option Period ” .

3. Option Exercise Price. The exercise price (the “ Exercise Price ” ) of the Shares subject to the Nonqualified Option shall be $ [          ] per Share which has been determined to be no les s than the Fair Market Value Per Share of the Common Stock on the date of grant of the Nonqualified Option.

4. Vesting. Subj ect to the provisions of this Agreement, including, without limitation, the following provisions of this Paragraph 4, the total number of Shares subject to this Nonqualified Option shall vest and be exercisable only in accordance with the following schedul e:

[schedule to be specified]

The vested Shares that may be acquired under the Nonqualified Option may be purchased , in whole or in part, at an y time after they become vested during the Option Period. In addition, the Committee may accelerate vesting and the time at which the Nonqualified Option may be exercised, (i) upon the occurrence of a Change in Control or termination of Optionee’s service as a Consultant following a Change in Control in accordanc e with Paragraph 8 below, or (ii) upon termination of service of Optionee under other circumstances in accordance with Paragraph 7 below.

5. Method of Exercise. To exercise the Nonqualified Option, Optionee shall deliver notice to the Company at its prin cipal executive office , directed to the Plan Administrator , such exercise to be effective at the time of receipt of such notice at the Company’s principal executive office during normal business hours, stating the number of Shares with respect to which the Nonqualified Option is being

exercised together with payment for such Shares plus any required withholding taxes, unless other arrangements for withholding tax liability have been made with the Committee. The exercise notice shall be delivered in person, by certified or regular mail, or by such other method (including electronic transmission) as determined from time to time by the Committee or the Plan Administrator. Any exercise of the Nonqualified Option must be for a minimum of 100 Shares or, if less, f or all remaining Shares subject to the Nonqualified Option.

6. Payment of Exercise Price and Required Withholding. In order to exercise the Nonqualified Option, the Optionee or other person or persons entitled to exercise such Nonqualified Option shall deliver to Company payment in full for (i) the Shares being purchased and (ii) unless other arrangements have been made with the Committee, any required withholding taxes. The payment of the Exercise Price for the Nonqualified Option shall ei ther be (i) in cash, or by check payable and acceptable to the Company, (ii) with the consent of the Committee, by tendering to Company shares of Common Stock owned by t he person exercising the Nonqualified Option for more than six months having an aggrega te Fair Market Value as of the date of exercise that is not greater than the full exercise price for the Shares with respect to which the Nonqualified Option is being exercised and by paying any remaining amount of the Exercise Price (and any required with holding taxes) as provided in (i) above, or (iii) with the consent of the Committee and compliance with such instructions as the Com mittee may specify, by delivering to the Company and to a broker a properly executed exercise notice and irrevocable instruc tions to such broker to deliver to the Company cash or a check payable and acceptable to the Company to pay the exercise price and any applicable withholding taxes. Upon receipt of the cash or check from the broker, the Company will deliver to the broker t he shares for which the Nonqualified Option is exercised. In the event that the person elects to make payment as allowed under clause (ii) above, the Committee may, upon confirming that the Optionee owns the number of additional Shares being tendered, auth orize the issuance of a new certificate for the number of Shares being acquired pursuant to the exercise of the Nonqualified Option less that number of Shares being tendered upon the exercise and return to the person (or not require surrender of) the certi ficate for the Shares being tendered upon the exercise. The date of sale of the shares by the broker pursuant to a cashless exercise under (iii) above shall be the date of exercise of the Nonqualified Option. If the Committee so requires, such person or pe rsons shall also deliver a written representation that all Shares being purchased are being acquired for investment and not with a view to, or for resale in connection with, any distribution of such Shares.

7. Termination of Service . Termination of service , Retirement, death or Disability of Optionee, shall a ffect Optionee’s right s under the Nonqualified Option as follows:

(a) Termination of Service . If service of Optionee is terminated for any reason whatsoever other than death, Disability or Ret irement, subject to the provisions of this Section 7 , any nonvested portion of the Nonqualified Option outstanding at the time of such termination and all rights thereunder shall wholly and completely terminate and no further vesting shall occur, and Optio nee shall be entitled to exercise his or her rights with respect to the portion of the Nonqualified Option vested as of the date of termination for a period that shall end on the earlier of (i) the expiration date set forth in the Nonqualified Option with respect to the vested portion of the Nonqualified Option or (ii) the date that occurs three (3) months after such termination date.

(b) Retirement. Upon termination of service as a result of Retirement of Optionee:

(i) any nonvested portion of the Nonqualified Option shall immediately terminate and no further vesting shall occur; and

(ii) any vested portion of the Nonqualified Option shall expire on the earlier of (A) the expiration of the Option Period ; or (B) the expiration of twelve (12) mont hs after the date of Retirement.

(c) Disability or Death. Upon termination of service as a result of Disability or death of Optionee or if Optionee retires and dies during the p eriod described in Section 7(b ) (ii) above ( hereinafter the “ Applicable Retirement Period ”) , or if the Optionee’s service was terminated as a result of Disability and the Optionee dies during the period that expires on the earlier of the expiration of the Option Period or the first anniversary of the Optionee’s term ination of service du e to Disability (h ereinafter the “ Applicable Disability Period ”) ,

(i) any nonvested portion of the Nonqualified Option that has not already terminated shall immediately terminate and no further vesting shall occur; and

(ii) any vested portion of the Nonqualified Option shall expire upon the earlier of (A) the expiration of the Option Period or (B) the later of (1) the first anniversary of such termination of service as a result of Disability or death , or (2) the first anniver sary of Optionee ’s death during the Applicable R etirement Period or the Applicable Disability Period.

(d) Notwithstanding any other provision of the Nonqualified Option, the Committee, in its sole discretion, may provide that,

(i) upon termination o f service of Optionee for any reason , all or a part of any unvested portion of the Nonqualified Option shall become vested, and together with the previously vested portion of the Nonqualified Option, shall be exercisable for such period and upon such terms and conditions as may be determined by the Committee; or

(ii) in the event that the Optionee ceases to provide service to the Company , the vested portion of the Nonqualified Option shall remain exercisable for such period and upon such terms and condi tions as may be determined by the Committee;

provided, however, that no such acceleration of vesting or continuation of exercisability shall be effective prior to the date of the Committee’s written determination, and no continuation may exceed the expi ration of the Option Period.

8. Change in Control.

(a) Change in Control. I n the event of a Change in Control, the Committee may (i) accelerate vesting and the time at which the Nonqualified Option may be exercised so that the Nonqualified Option may be exercised in full for a limited period of time on or before a specified date fixed by the Committee, after which the unexercised Nonqualified Option and all rights of Optionee thereunder shall terminate, (ii) accelerate vesting and the time at whic h the Nonqualified Option may be exercised so that the Nonqualified Option may be exercised in full for its then remaining term , or (iii) provide that the Nonqualified Option be assumed by the successor or survivor entity, or be exchanged and substituted f or similar options covering the equity of the successor or survivor, or a parent or subsidiary thereof, with appropriate adjustments as to number of shares covered by the Nonqualified Option and the Exercise P rice .

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)  The Committee may provide for any action described in clauses (i), (ii) or (iii) of Paragraph 8(a), above, to occur immediately upon a Change in Control or upon termination of service of Optionee, initiated by the successor or survivor entity under such circumstances as may be specified by the Committee, within a fixed time following the Change in Control.

( c ) Right of Cash-Out. If approved b y the Board prior to any Change in Control described in clauses (ii), (iii) or (iv) of the definition of Change in Control as provided in the Plan, or prior to or within thirty (30) days after a Change in Control described in clause (i) of the definition o f Change in Control as provided in the Plan shall be deemed to have occurred, the B oard shall have the right upon such Change in Control or for a forty-five (45) day period immediately following the date that the Change in Control is deemed to have occurre d to require Optionee to transfer and deliver to Company the Nonqualified Option in exchange for an amount equal to the “cash value” (defined below) of the Nonqualified Option. Such right shall be exercised by written notice to Optionee. The cash value of the Nonqualified Option shall equal the excess of the “market value” (defined below) per Share over the Exercise Price, if any, multiplied by the number of Shares subje ct to the Nonqualified Option. In the event that the Exercise Price of this Nonqualified Option equals or exceeds the price paid for a Share of Common Stock in connection with the Change in Control, the Committee may cancel this Nonqualified Option without the payment of consideration. For purposes of th is Paragraph 8(c) , “market value” per Share shall mean the higher of (i) the average of the Fair Market Value P er Share of Common Stock on each of the five trading days immediately following the date a Chang e 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 Optionee by Company pursuant to this Paragraph 8( c ) shall be in cash or by certified check and shall b e reduc ed by any taxes required to be withheld.

9. Reorganization of Company and Subsidiaries. The existence of the Nonqualified Option shall not affect in any way the right or power of Company or its stockholders to make or authorize any or all adjustments, re capitalizations, reorganizations or other changes in the 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 or the r ights 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 eve nt that at any time after the date of grant 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 Committee shall, in such manner as it may deem equitable and subject to the provisions of the Plan, make adjustment to the aggregate number of Shares subject to the Nonqualified Option which have not vested under this Agreement and the Exercise Price, subject to any required action by the stockholders of the Company .

11. No Rights in Shares. Optionee shall have no rights as a stockholder in respect of Shares until such Optionee becomes the holder of record of such Shares.

12. Certain Restrictions. The certificate issued for the Shares subject to the restrictions described in this Paragraph 12 may, in the Committee’s discretion, be issued with an appropriate legend descr ibing such restrictions, and the Committee may establish an escrow or other custo dial arrangement for holding of the certificate by a person (other than Optionee) selected by the Committee.

By exercising the Nonqualified Option, Optionee agrees that if at the time of such exercise the sale of Shares issued hereunder is not covered by an effective registration statement filed under the Securities Act of 1933 (Act), O ptionee will acquire the Shares for Optionee’s own account and without a view t o resale or distribution in violation of the Act or any other securities law, and upon any su ch acquisition Optionee will enter into such written representations, warranties and agreements as Company may reasonabl y request in order to comply with the Act or an y other securities law or with this Agreement . Optionee agrees t hat Company shall not be obligated to take any affirmative action in order to cause the issuance or transfer of Shares hereunder to comply with any law, rule or regulation that applies to the Shares subject to the Nonqualified Option.

13. Shares Reserved. Company shall at all times during the Option Period reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Nonqualified Option.

14. Nontransferability of Option. The Nonqualified Option evidenced by th is Agreement is not transferable other than by will, the laws of descent and distribution , or pursuant to a qualified domestic relations order . The Nonqualified Option will be exercisable during Optionee’s lifetime only by Optionee or by Optionee’s guardia n or legal representative. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of Optionee. The Optionee (or his guardian) may, in accordance with rules and procedures established by the Committee from time to time, transfer, for estate planning purposes, all or part of the Nonqualified Option to one or more immediate family members or related family trusts or partnerships or similar entities as determined by the Committee. To the extent the Nonqualified Option is transferred in accordance with the provisions of this Paragraph 14, the Nonqualified Option may only be exercised by the person or persons who acquire a proprietary interest in the Nonqualified Options pursuant to the transfer.

15. Amendment and Termination. The Nonqualified Option may not be terminated by the B oard or the Committee at any time without the written consent of Optionee. This Agreement may be amended in writing by the Company and Optionee, provided the Company may amend this Agreement unilaterally (i) if the amendment does not adversely affect the Optionee’s rights hereunder in any material respect , (ii) if the Company det ermines 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 Optionee.

16. N o Guarantee of Service . The Nonqualified Option shall not confer upon Optionee any right with respect to continuance of service with the Company or any Affiliate , nor shall it interfere in any way with any right Company or any Affiliate would otherwise hav e to terminate such Optionee’s service at any time.

17. Withholding of Taxes. Any issuance of Common Stock pursuant to the exercise of the Nonqualified Option shall not be made until appropriate arrangements satisfactory to the Company have been made for the payment of any tax amounts (federal, state, local or other) that may be required to be withheld or paid by the Company with respect thereto at the minimum statutory rate. Company shall have the right to take such action as may be necessary or appropri ate to satisfy any such tax withholding obligations.

18. No Guarantee of Tax Consequences. Optionee shall be solely responsible for and liable for any and all tax consequences (including but not limited to any interest or penalties) as a result of parti cipation in the Plan. N either Company nor any Affiliate nor the Board or Committee makes any commitment or guarantee that any federal , state , local or foreign tax treatment will apply or be available to any person eligible for the benefits under the Nonqualified Option and assumes no liability whatsoever for the tax consequences to any such person . The parties intend this Agreement and the compensation provided hereunder to be exempt from and/or compliant with Section 409A of the Code and will interpr et and apply this Agreement in accordance with such intentions.

19. Severability. In the event that any provision of the Nonqualified Option shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but sha ll not affect the remaining provisions of the Nonqualified Option, and the Nonqualified Option shall be construed and enforced as i f the illegal, invalid, or unenforceable provision had never been included herein.

20. Clawback/Recoupment Policy. Notwiths tanding any provisions in this Agreement to the contrary, the Nonqualified Option, any Shares acquired pursuant to the exercise of the Nonqualified Option and/or any income realized upon the Optionee’s disposition of such Shares shall be subject to

potential cancellation, rescission, clawback and recoupment (i) to the extent necessary to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated thereun der, and/or (ii) as may be required in accordance with the terms of any clawback/recoupment policy as may be adopted by the Company to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirem ents promulgated thereunder.

21. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, Optionee agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Compan y 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 Optionee has access. Optionee hereby consents to any and all procedures the Co mpany 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.

22. Governing Law. The Nonqualified O ption and this 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

OPTIONEE

By:                                                                                

      Non- Employee Consultant

EXHIBIT 4.15

TETRA Technologies, Inc.

NON- EMPLOYEE CONSULTANT RESTRICTED STOCK AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.

Amended and Restated 2011 Long Term Incentive Compensation Plan

1. Grant of Restricted Stock . TETRA Technologies, Inc., a Delaware corporation ( “ Company ” ), hereby awards to [          ] ( “ Participant ” ) all right s , title and interest in the record and beneficial ownership of [          ] 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 Consultant Restricted Stock Agreement ( “ Restricted Stock Agreement ” ) is dated as of [          ] . The Restricted Stock is awarded pursuant to and to implement in part the TETRA Technologies, Inc. Amended and Restated 2011 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 provid ed.

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 sto ck 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 an y 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. Amended and Restated 2011 Long Term Incentive Compensation Plan 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 Rest ricted 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 po rtion 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 Restrict ed 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 res pect 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 S tock 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 Consultant under circumstances that do not result in Participant becom ing fully vested in such shares of Restricted Stock , and the restrictions on such shares of Restricted Stock laps ing , under the terms of the Plan.

4. Restricted Perio d; Vesting. Subject to the provisions of this Restricted Stock Agreement including, without limitation, the following provisions of this Pa ragraph 4, the total number of s hares 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 referre d 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 occurr ence of a Change in Control or termination of Participant’s service as a Consultant following a Change in Control in accordance with Paragraph 8 below, or (ii) upon Participant’s termination of service as a Consultant under any other circumstances in accor dance 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 cond itions 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 o f 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 shar es of the Restricted Stock, shall be subject to the same vesting requirements as the underlying shares of Restricted Stock and shall be credited to an account , which account shall be established for purposes of determining the amount of such distributions owing to 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 accumulated dividends, cash or stock, credite d to such account which are related to the forfeited shares of Restricted 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 shall be distributed to the Participant without interest within 30 days following the vesting of the underlying shares of Restricted Stock .

7. Termination of Service . Subject to any action by the Committee, i f Participant ’s service as a Consultant 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 (including all accumulated dividends, cash or stock which are related to the nonvested shares of Restricted Stock) shall be forfeited and no further vesting shall occur , and the Company shall have the right to repurchase or recover such shares for the amou nt of any cash paid therefor. Upon Participant’s termination of service as a Consultant , 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 be come vested; provided, however, that (i) if the Award is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee shall not have the authority to accelerate vesting or waive any restrictions in a manner that woul d cause the Award to become subject to tax, interest or penalty provisions thereunder, and (ii) 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, the Committee may (i) 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 , or (ii) provide that the Restricted Stock be assumed by the successor or survivor entity, or be exchanged and substituted for similar shares covering the equity of the successor or survivor, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares .

Notwithstanding the above, the Committee sh all 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 any 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)  The Committee may provide for any action described in clauses (i) or (ii) of Paragraph 8(a), above, to occur immediately upon a Change in Control or upon termination of Participant’s serv ice as a Consultant, initiated by the successor or survivor entity under such circumstances as may be specified by the Committee, within a fixed time following the Change in Control.

( c ) Right of Cash-Out. If approved by the Board prior to any Change i n Control described in clauses (ii), (iii) or (iv) of the definition of Change in Control as provided in the Plan, or prior to or within thirty (30) days after a Change in Control described in clause (i ) of the definition of Change in Control as provided in the Plan shall b e deemed to have occurred, the B oard shall have the right upon such Change in Control or for a forty-five (45) day period immediately following the date that the Change in Control is d eemed to have occurred to require Participant to transfer and deliver to Company all unvested shares of Restricted Stock hereunder with respect to which the restriction s have not lapsed in exchange for an amount equal to the “ca sh 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 s hares of Res tricted Stock hereunder with respect to which the restrictions have not lapsed . For purposes of the precedin g sentence, “market value” per s hare shall mean the higher of (i) the averag e of the Fair Market Value P er S hare 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( c ) shall be paid in cash or by certified check and shall b e 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 s tockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the 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, whet her 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 shar es 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 Committee shall, in such manner as it may deem equitable and subject to the provisions of the Plan, make adjustment to 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 .

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 S ecurities 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 reque st 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 Restri cted 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 o r t he Committee at any time without the written consent of P articipant. 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 w ill adversely affect the rights and privileges of Participant under this Restricted Stock Ag reement or to the Restricted Stock granted hereunder without the written consent of Participant .

13 . No Guarantee of Service . Neither this Restricted Stock Agreement nor the award of R estricted Stock evidenced hereby shall confer upon Participant any right with respect to continuance of service as a Consultant 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 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 d eliverable upon vesting of the R estricted Stock and satisfaction of the conditions precedent under this Restricted Stock Agreement in an amount sufficient to satisfy any withholding of any federal, state or local taxes required by law, or (ii) take such

other action as may be necessary o r appropriate to satisfy any such tax withholding obligations.

(b) Under Section 83 of 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 forfe iture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, “forfeiture restrictions” include the Compan y’s rights to re acquire the shares of the unvested Restricted Stock described above. Partic ipant 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 R evenue Service within thirty (30) days after the date hereof. If such an election is made, Participant will have to recognize ordinary income for federal income tax purposes to the extent the purchase price, if any, is less than the F air M arket V alue of th e shares (determined without regard to the vesting requirements and the forfeiture restrictions hereunder) 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 a s the shares of Restricted Stock vest and the forfeiture restrictions lapse .  Making the election under Section 83(b) of the Code will not affect the vesting requirements or the forfeiture restrictions provided in this Restricted Stock Agreement or in the Plan .

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) Participant shall be solely responsible for and liable for any and all tax consequences (including but not limited to any interest or penalties) as a result of pa rticipation in the Plan. Neither Company nor the Board or Committee makes any commitment or guarantee that any federal , state , local or foreign tax treatment will apply or be available to any person eligible for the benefits under this Restricted Stock Agr eement and assumes no liability whatsoever for the tax consequences to any such person . The parties intend this Restricted Stock Agreement and the compensation provided hereunder to be exempt from and/or compliant with Section 409A of the Code and will int erpret and apply this Restricted Stock Agreement in accordance with such intentions.

15 . Community Interest of Spouse . The community interest, if any, of an y spouse of Participant in any R estricted 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 o f 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 h ereby 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 si gnature is the same as, and shall have the same force and effect as, his or her manual signature.

17. Clawback/Recoupment Policy. Notwithstanding any provisions in this Agreement to the contrary, this Restricted Stock Agreement , any shares of the Restric ted Stock subject to this

Restricted Stock Agreement including without limitation, shares of Restricted Stock that have vested and with respect to which the restrictions imposed thereon have lapsed and/or any income realized upon the Participant’s disposit ion of such shares shall be subject to potential cancellation, rescission, clawback and recoupment (i) to the extent necessary to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any regulations or l isting requirements promulgated thereunder, and/or (ii) as may be required in accordance with the terms of any clawback/recoupment policy as may be adopted by the Company to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated thereunder.

18 . 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 th is Restricted Stock Agreement shal l be construed and enforced as i f the illegal, invalid, or unenforceable provision had never been included herein.

19 . 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 supersed e and preempt Delaware law.

COMPANY

TETRA Technologies, Inc.

By:                                                                        

      Stuart M. Brightman

      President & Chief Executive Officer

PARTICIPANT

By:                                                                                

      Non Employee Consultant

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                       , o r 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 N ame

Signature

Spouse Consent (if appli cable)

                                            (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 c ommon 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 AD DITIONAL SIGNATURES ON THE PART OF THE PURCHASER.