Exhibit 4.1

RESTATED CERTIFICATE OF INCORPORATION

OF

TETRA TECHNOLOGIES, INC.

TETRA Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:

1. The name of the corporation is TETRA Technologies, Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 6, 1981 under the name Tetra Resources, Inc., and the name of the Corporation was changed to TETRA Technologies, Inc. on December 16, 1987;

2. This Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation in accordance with Section 245 of the General Corporation Law of the State of Delaware;

3. This Restated Certificate of Incorporation only restates and integrates, and does not further amend, the provisions of the Corporation’s Restated Certificate of Incorporation dated as of April 5, 1990 (the “Former Restated Certificate of Incorporation”), as theretofore amended or supplemented, and there is no discrepancy between the provisions of the Former Restated Certificate of Incorporation, as theretofore amended and supplemented, and the provisions of this Restated Certificate of Incorporation;

4. This Restated Certificate shall be effective upon filing with the Secretary of State of the State of Delaware; and

5. That the text of the Former Restated Certificate of Incorporation, as theretofore amended or supplemented, is hereby restated to read in its entirety as follows:

FIRST: The name of the Corporation is TETRA Technologies, Inc.

SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which operations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 155,000,000, consisting of 5,000,000 shares of Preferred Stock, of the par value of $.01 per share (hereinafter called “Preferred Stock”), and 150,000,000 shares of Common Stock, of the par value of $.01 per share (hereinafter called “Common Stock”).

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors

with respect to each series shall include, but not be limited to, determination of any or all of the following:

all as determined from time to time by the Board of Directors and stated in the resolutions providing for the issuance of such preferred stock (a “Preferred Stock Designation”).

The holders of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders. Except as may be provided in this Certificate of Incorporation or by the Board of Directors in a Preferred Stock Designation, the Common Stock shall have the exclusive right to vote for the election of Directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote or consent.

The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether

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or not the Corporation shall have notice thereof, except as expressly provided by applicable laws.

FIFTH: The Board of Directors is hereby authorized to create and issue rights (the “Rights”) entitling the holders thereof to purchase from the Corporation shares of capital stock or other securities. The times at which and the terms upon which the Rights are to be issued will be determined by the Board of Directors and set forth in the contracts or instruments that evidence the Rights. The authority of the Board of Directors with respect to the Rights shall include, but not be limited to, determination of the following:

and such other provisions relating to the Rights as may be determined by the Board of Directors.

SIXTH: Subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specific circumstances:

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SEVENTH: Section 1. Number, Election and Terms of Directors.

Subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specified circumstances, the number of Directors of the Corporation shall be fixed by the Bylaws of the Corporation and may be increased or decreased from time to time in such manner as may be prescribed by the Bylaws, but in no case shall the number be less than 3 nor more than 15.

Beginning with the Corporation’s annual meeting of stockholders to be held in 2007, the Directors, other than those who may be elected by the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation, shall be elected to hold office for terms lasting until the next annual meeting of stockholders following their election, and until their successors are elected and qualified, subject to their earlier death, resignation or removal from the Board of Directors.

Section 2. Stockholder Nomination of Director Candidates.

Advance notice of stockholder nominations for the election of Directors and advance notice of business to be brought by stockholders before an annual meeting shall be given in the manner provided in the Bylaws of the Corporation.

Section 3. Newly Created Directorships and Vacancies.

Subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specified circumstances, newly created directorships resulting from any increase in the number of Directors and any vacancy on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining Director. Any Director elected in accordance with the preceding sentence shall hold office until the next annual meeting of stockholders and until such Director’s successor shall have been elected and qualified. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of an incumbent Director.

Section 4. Removal of Directors.

Subject to the rights of the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specified circumstances, any Director in office prior to the election of Directors at the 2007 annual meeting of stockholders of the Corporation may be removed from office only for cause by the affirmative vote of the holders of at least 66 2/3 percent of the combined voting power of the outstanding shares of Voting Stock (as defined below), voting together as a single class, at any special meeting of the stockholders of the Corporation, the notice of which shall state that the removal of a Director is among the purposes of the meeting. From and after the election of Directors at the 2007 annual meeting of stockholders of the Corporation and subject to the rights of any class or series of stock having a preference over the Common Stock as to dividends or

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upon liquidation to elect additional Directors under specified circumstances, Directors may be removed from office, with or without cause, by the affirmative vote of the holders of at least a majority of the combined voting power of the outstanding shares of Voting Stock, voting together as a single class, at any annual meeting of the stockholders of the Corporation or at any special meeting of the stockholders of the Corporation, the notice of which shall state that the removal of a Director or Directors is among the purposes of the meeting.

For the purpose of this Article SEVENTH, “Voting Stock” shall mean the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors. In any vote required by or provided for in this Article SEVENTH, each share of Voting Stock shall have the number of votes granted to it generally in the election of Directors.

EIGHTH: Cumulative voting shall not be allowed in the election of directors.

NINTH: The Board of Directors shall have power to enact, alter, amend and repeal the Bylaws of the Corporation in any manner not inconsistent with the laws of the State of Delaware and this Certificate of Incorporation, as it may deem best for the management of the Corporation.

TENTH: Directors of the Corporation shall have no personal liability to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a Director, except that the liability of such Directors shall not be eliminated or limited (i) for any breach of the Director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is subsequently amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

ELEVENTH: The Corporation shall, to the full extent permitted by Section 145 of Title 8 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

TWELFTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware General Corporation Law or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware General Corporation Law, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as such court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, such compromise or arrangement and such reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the

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stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

THIRTEENTH: Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least 66 2/3 percent of the combined voting power of all shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to amend, repeal, or adopt any provision inconsistent with Article FIFTH, SIXTH or THIRTEENTH.

FOURTEENTH: The Corporation reserves the right to amend or repeal any provision contained in the Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation.

IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be signed by Stuart M. Brightman, its President and Chief Executive Officer, and attested to by Kimberly M. O’Brien, its Corporate Secretary, this 28th day of November, 2016.

By: /s/ Stuart M. Brightman
Stuart M. Brightman

President and Chief Executive Officer

ATTEST:

/s/ Kimberly M. O’Brien

Kimberly M. O’Brien

Corporate Secretary

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Exhibit 4.7

Form of Employee Incentive Stock Option Agreement

TETRA Technologies, Inc.

EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.
Third 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 Optionee 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. Third 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, 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 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 Incentive 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 termination 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 of 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 subject to the Incentive Option shall be $[        ] per Share which has been determined to be no less than the Fair Market Value Per Share of the Common Stock on the date of 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 one 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 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 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 or 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 payment 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 the person exercising the Incentive 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 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 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 the 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. Termination of Employment. Termination of Employment, Retirement, death or Disability of Optionee, shall affect Optionee’s rights under the Incentive Option as follows:

8. Change in Control.

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 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 rights thereof, or the dissolution or liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. Adjustment of Shares. In the event that at any time after the date of 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 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 describing such restrictions, and the Committee may establish 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 hereunder is not covered by an effective registration statement filed under the Securities Act of 1933 (Act), Optionee will acquire the Shares for Optionee’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 Optionee 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 Agreement. Optionee agrees that 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 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 Agreement 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 shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of Optionee.

15. Amendment and Termination. The Incentive Option may not be terminated by the Board 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 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 Affiliate 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 shall 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 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.

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. Neither 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 Incentive 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 interpret and apply this Agreement in accordance with such intentions.

20. 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, 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 Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

21. Clawback/Recoupment Policy. Notwithstanding 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 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.

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 provisions of the Incentive Option, and the Incentive Option shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

23. Governing Law. The Incentive Option 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 4.8

Form of Employee Nonqualified Stock Option Agreement

TETRA Technologies, Inc.

EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.

Third 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 “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 TETRA Technologies, Inc. Third 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, conditions 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 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 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 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 less than the Fair Market Value Per Share of the Common Stock on the date of grant of the Nonqualified 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 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 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 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 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, 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 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 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 the 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 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 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 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. 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 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. Termination of Employment. Termination of Employment, Retirement, death or Disability of Optionee, shall affect Optionee’s rights under the Nonqualified Option as follows:

8. Change in Control.

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, 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 or the rights thereof, or the dissolution or liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. Adjustment of Shares. In the event that at any time after the date of 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, 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 describing such restrictions, and the Committee may establish an escrow or other custodial 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), Optionee will acquire the Shares for Optionee’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 Optionee 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 Agreement. Optionee agrees that 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 this 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 guardian 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 Board 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 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 Nonqualified 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 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. Neither 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 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 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 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.

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 if 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, 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 Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

22. Governing Law. The Nonqualified Option 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 4.9

Form of Employee Restricted Stock Agreement

TETRA Technologies, Inc.

EMPLOYEE RESTRICTED STOCK AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.

Third 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 “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 Employee 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. Third 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 provided.

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

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

The shares represented by this certificate or book-entry registration have been issued pursuant to the terms of the TETRA Technologies, Inc. Third 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 Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the Company may deem advisable under applicable securities laws, or to implement the terms, conditions or restrictions hereunder.

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

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

3. Risk of Forfeiture. Participant shall immediately forfeit all rights to any shares of the Restricted Stock which have not vested and with respect to which the restrictions thereon have not lapsed in the event of the termination, resignation, or removal of Participant from Employment with the Company or any Affiliate under circumstances that do not result in Participant becoming fully vested in such shares of Restricted Stock, and the restrictions on such shares of Restricted Stock lapsing, under the terms of the Plan.

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

[schedule to be specified]

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

The Committee may waive all restrictions and conditions of the Restricted Stock with the result that the shares of Restricted Stock shall be fully vested and the restrictions thereon shall have lapsed, (i) upon the occurrence of a Change in Control 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 accordance with Paragraph 7 below.

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

6. Ownership Rights. Prior to any forfeiture of the shares of Restricted Stock and while such nonvested shares are restricted, the Participant shall, subject to the terms and restrictions of this Restricted Stock Agreement and the Plan, have all rights with respect to the shares of Restricted Stock awarded hereunder including the right to vote the shares of Restricted Stock, whether or not vested in accordance with Paragraph 4 above, and the right to receive all dividends, cash or stock, paid or delivered thereon from and after the date hereof in accordance with the following provisions. During the Restricted Period, any dividends, cash or stock, paid or delivered on any of the nonvested shares of the Restricted Stock, shall be 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, 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 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 Employment. Subject to any action by the Committee, if 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 (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 Employment of Participant, the Committee, in its discretion, may provide that all or a portion of any nonvested shares of the Restricted Stock subject to this Restricted Stock Agreement shall become vested; provided, however, that (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 Participant’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 (iii) 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.

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 liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. Adjustment of Shares. In the event that at any time after the date of this Restricted Stock Agreement the outstanding shares of Common Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares or the like, the 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 Securities Act of 1933 (“Act”), the shares of Restricted Stock may be subject to such stop-transfer orders, legends and other restrictive measures as the Company shall require and the Participant will acquire the shares of Restricted Stock for Participant’s own account and without a view to resale or distribution in violation of the Act or any other securities law, and upon any such acquisition Participant will enter into such written representations, warranties and agreements as Company may reasonably request in order to comply with the Act or any other securities law or with this Restricted Stock Agreement. Participant agrees that the Company shall not be obligated to take any affirmative action in order to cause the issuance or transfer of shares of Restricted Stock hereunder to comply with any law, rule or regulation that applies to the shares of Restricted Stock subject to this Restricted Stock Agreement.

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

13. No Guarantee of Employment. Neither this Restricted Stock Agreement nor the award of Restricted Stock evidenced 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 terminate such Participant’s employment or other service at any time.

14. Tax Matters.

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

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

17. Clawback/Recoupment Policy. 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 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 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 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 extent 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 , or his designee or successor, attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

Dated: , 20 .

Print Name

Signature

Spouse Consent (if applicable)

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

Signature

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

Exhibit 4.10

Form of Non-Employee Director Restricted Stock Agreement

TETRA Technologies, Inc.

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.
Third 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 “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. Third 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 provided.

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

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

The shares represented by this certificate or book-entry registration have been issued pursuant to the terms of the TETRA Technologies, Inc. Third 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 Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the Company may deem advisable under applicable securities laws, or to implement the terms, conditions or restrictions hereunder.

Following the vesting of any portion of the shares of the Restricted Stock and the removal of any restrictions thereon in accordance with Paragraph 4 below, the Company will cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate,

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

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

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

[schedule to be specified]

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

The Committee may waive all restrictions and conditions of the Restricted Stock with the result that the shares of Restricted Stock shall be fully vested and the restrictions thereon shall have lapsed, (i) upon the occurrence of a Change in Control 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 Director 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 securities are traded or listed, and (iv) the Company’s rules or policies as established by the Company in its sole discretion.

6. Ownership Rights. Prior to any forfeiture of the shares of Restricted Stock and while such nonvested shares are restricted, the Participant shall, subject to the terms and restrictions of this Restricted Stock Agreement and the Plan, have all rights with respect to the shares of Restricted Stock awarded hereunder including the right to vote the shares of Restricted Stock, whether or not vested in accordance with Paragraph 4 above, and the right to receive all dividends, cash or stock, paid or delivered thereon from and after the date hereof in accordance with the following provisions. During the Restricted Period, any dividends, cash or stock, paid or delivered on any of the nonvested shares of the Restricted Stock, shall be 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, 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 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 Board Service. Subject to any action by the Committee, if Participant’s service as a Non-Employee Director on the Board is terminated for any reason whatsoever including, without limitation, death, Disability or Retirement, any nonvested shares of the Restricted Stock outstanding at the time of such termination and all rights thereunder (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, 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.

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 liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. Adjustment of Shares. In the event that at any time after the date of this Restricted Stock Agreement the outstanding shares of Common Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares or the like, the 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 Securities Act of 1933 (“Act”), the shares of Restricted Stock may be subject to such stop-transfer orders, legends and other restrictive measures as the Company shall require and the Participant will acquire the shares of Restricted Stock for Participant’s own account and without a view to resale or distribution in violation of the Act or any other securities law, and upon any such acquisition Participant will enter into such written representations, warranties and agreements as Company may reasonably request in order to comply with the Act or any other securities law or with this Restricted Stock Agreement. Participant agrees that the Company shall not be obligated to take any affirmative action in order to cause the issuance or transfer of shares of Restricted Stock hereunder to comply with any law, rule or regulation that applies to the shares of Restricted Stock subject to this Restricted Stock Agreement.

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

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

14. Tax Matters.

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

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

17. Clawback/Recoupment Policy. 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 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 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 this Restricted Stock Agreement shall be construed and enforced as if 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 supersede 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 , or his designee or successor, attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

Dated: , 20 .

Print Name

Signature

Spouse Consent (if applicable)

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

Signature

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

Exhibit 4.11

Form of Non-Employee Nonqualified Stock Option Agreement

TETRA Technologies, Inc.

NON-EMPLOYEE CONSULTANT NONQUALIFIED STOCK OPTION AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.

Third 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 TETRA Technologies, Inc. Third 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, conditions 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 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 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 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 less than the Fair Market Value Per Share of the Common Stock on the date of grant of the Nonqualified 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 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 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 accordance 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 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 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, 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 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 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 the 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 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 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 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. 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 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. Termination of Service. Termination of service, Retirement, death or Disability of Optionee, shall affect Optionee’s rights under the Nonqualified Option as follows:

8. Change in Control.

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, 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 or the rights thereof, or the dissolution or liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. Adjustment of Shares. In the event that at any time after the date of 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 describing such restrictions, and the Committee may establish an escrow or other custodial 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), Optionee will acquire the Shares for Optionee’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 Optionee 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 Agreement. Optionee agrees that 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 this 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 guardian 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 Board 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 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 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 have 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 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. Neither 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 interpret 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 shall not affect the remaining provisions of the Nonqualified Option, and the Nonqualified Option shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

20. 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 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 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.

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, 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 Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

22. Governing Law. The Nonqualified Option 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 4.12

Form of Non-Employee Restricted Stock Agreement

TETRA Technologies, Inc.

NON-EMPLOYEE CONSULTANT RESTRICTED STOCK AGREEMENT

Pursuant to the terms of the TETRA Technologies, Inc.

Third 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 “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. Third 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 provided.

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

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

The shares represented by this certificate or book-entry registration have been issued pursuant to the terms of the TETRA Technologies, Inc. Third 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 Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the Company may deem advisable under applicable securities laws, or to implement the terms, conditions or restrictions hereunder.

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

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

3. Risk of Forfeiture. Participant shall immediately forfeit all rights to any shares of the Restricted Stock which have not vested and with respect to which the restrictions thereon have not lapsed in the event of the termination, resignation, or removal of Participant from service as a Consultant under circumstances that do not result in Participant becoming fully vested in such shares of Restricted Stock, and the restrictions on such shares of Restricted Stock lapsing, under the terms of the Plan.

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

[schedule to be specified]

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

The Committee may waive all restrictions and conditions of the Restricted Stock with the result that the shares of Restricted Stock shall be fully vested and the restrictions thereon shall have lapsed, (i) upon the occurrence of a Change in Control 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 accordance with Paragraph 7 below.

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

6. Ownership Rights. Prior to any forfeiture of the shares of Restricted Stock and while such nonvested shares are restricted, the Participant shall, subject to the terms and restrictions of this Restricted Stock Agreement and the Plan, have all rights with respect to the shares of Restricted Stock awarded hereunder including the right to vote the shares of Restricted Stock, whether or not vested in accordance with Paragraph 4 above, and the right to receive all dividends, cash or stock, paid or delivered thereon from and after the date hereof in accordance with the following provisions. During the Restricted Period, any dividends, cash or stock, paid or delivered on any of the nonvested shares of the Restricted Stock, shall be 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, 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 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, if 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 amount 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 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, 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.

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 liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

10. Adjustment of Shares. In the event that at any time after the date of this Restricted Stock Agreement the outstanding shares of Common Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares or the like, the 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 Securities Act of 1933 (“Act”), the shares of Restricted Stock may be subject to such stop-transfer orders, legends and other restrictive measures as the Company shall require and the Participant will acquire the shares of Restricted Stock for Participant’s own account and without a view to resale or distribution in violation of the Act or any other securities law, and upon any such acquisition Participant will enter into such written representations, warranties and agreements as Company may reasonably request in order to comply with the Act or any other securities law or with this Restricted Stock Agreement. Participant agrees that the Company shall not be obligated to take any affirmative action in order to cause the issuance or transfer of shares of Restricted Stock hereunder to comply with any law, rule or regulation that applies to the shares of Restricted Stock subject to this Restricted Stock Agreement.

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

13. No Guarantee of Service. Neither this Restricted Stock Agreement nor the award of Restricted 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.

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

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

17. Clawback/Recoupment Policy. 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 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 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 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 extent federal law does not supersede and preempt Delaware law.

COMPANY

TETRA Technologies, Inc.

By:

      Stuart M. Brightman

      President & Chief Executive Officer

PARTICIPANT

By:

      Non Employee 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 , or his designee or successor, attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

Dated: , 20 .

Print Name

Signature

Spouse Consent (if applicable)

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

Signature

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