TETRA TECHNOLOGIES INC (Form: S-8, Received: 02/12/2018 07:05:02)

As filed with the Securities and Exchange Commission on February 12, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

TETRA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)


Delaware	74-2148293
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
24955 Interstate 45 North The Woodlands, Texas	77380
(Address of Principal Executive Offices)	(Zip Code)

TETRA Technologies, Inc.
2018 Inducement Restricted Stock Plan
(Full title of the plan)

Bass C. Wallace, Jr.

Senior Vice President and General Counsel

24955 Interstate 45 North

The Woodlands, Texas 77380

(281) 367-1983

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities

to be Registered

Amount to be Registered (1)

Proposed Maximum
Offering Price
Per Share (2)

Proposed Maximum
Aggregate Offering
Price (2)

Amount of
Registration
Fee

Common Stock, par value $0.01 per share

1,000,000 shares

$3.91

$3,910,000

$486.80

(1)

This Registration Statement (as defined below) registers 1,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”) of TETRA Technologies, Inc., a Delaware corporation (the “Company” or “Registrant”) for issuance pursuant to the TETRA Technologies, Inc. 2018 Inducement Restricted Stock Plan, as may be amended from time to time (the “Inducement Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover an indeterminate number of additional shares as may be necessary to adjust the number of shares being offered or issued pursuant to the Inducement Plan as a result of stock splits, stock dividends or similar transactions.

(2)

The proposed maximum offering price per share and the proposed maximum aggregate offering price for the shares of Common Stock have been estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act and based upon the average of the high and low sales prices of the shares as reported on The New York Stock Exchange on February 7, 2018.

EXPLANATORY NOTE

This Registration Statement is being filed to register 1,000,000 shares of Common Stock issuable under the Inducement Plan. The Inducement Plan was approved by the Company's Board of Directors in compliance with and reliance on NYSE Listed Company Manual Section 303A.08, which exempts inducement grants from the general requirement of the NYSE Listing Rules that equity-based compensation plan and agreements be approved by stockholders.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information required in Part I of Form S-8 will be sent or given to participants in the Inducement Plan as specified by Rule 428(b)(1) under the Securities Act. In accordance with Rule 428(b)(2) of the Securities Act, the Company has not filed such documents with the Securities and Exchange Commission (the “SEC”), but such documents, along with the documents incorporated by reference into this Form S-8 registration statement (this “Registration Statement”) pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Company shall maintain a file of such documents in accordance with the provisions of Rule 428(a)(2) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of D ocuments by Reference

The Company incorporates by reference the documents or portions of documents listed below that were filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that any information contained in such filings is deemed “furnished” and not “filed” (pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K or other applicable SEC rules):

(a)

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed by the Company with the SEC on March 1, 2017;

(b)

the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 filed by the Company with the SEC on November 9, 2017, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 filed by the Company with the SEC on August 9, 2017, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 filed by the Company with the SEC on May 10, 2017;

(c)

the Company’s Definitive Proxy Statement on Schedule 14A filed on March 23, 2017, to the extent specifically incorporated by reference in the Company’s Annual Report on Form 10-K;

(d)

the Company’s Current Reports on Form 8-K filed on November 9, 2017, August 11, 2017, August 9, 2017, June 2, 2017, May 10, 2017, May 9, 2017 and as amended by the Form 8-K/A filed on September 19, 2017, and March 1, 2017; and

(e)

the description of the Company's Common Stock contained in the Registration Statement on Form 8-A filed with the SEC on October 7, 1997, including any amendments and reports filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K or other applicable SEC rules) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a do cument incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also i s, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (“Section 145”) empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been made to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; that indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145.

The Company’s restated certificate of incorporation, as amended, provides for indemnification of the Company's directors and officers to the full extent permitted by applicable law. The Company’s amended and restated bylaws also provide that its directors and officers shall be indemnified against liabilities arising from their service as directors or officers to the fullest extent permitted by law, which generally requires that the individual act in good faith and in a manner he or she reasonably believes to be in or not opposed to the Company’s best interests.

Section 102(b)(7) of the General Corporation Law of the State of Delaware (“Section 102(b)(7)”) provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such

provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of 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.

In accordance with the Section 102(b)(7), the Company’s restated certificate of incorporation, as amended, contains a provision that generally eliminates the personal liability of directors for monetary damages for breaches of their fiduciary duty, subject to limitations of Section 102(b)(7).

The Company has also entered into indemnification agreements with all of its directors and elected officers. The indemnification agreements provide that the Company will indemnify these officers and directors to the fullest extent permitted by its restated certificate of incorporation, as amended, amended and restated bylaws and applicable law. The indemnification agreements also provide that these officers and directors shall be entitled to the advancement of fees as permitted by applicable law and sets out the procedures required under the agreements for determining entitlement to and obtaining indemnification and expense advancement.

The Company maintains insurance policies that provide coverages to its directors and officers against certain liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits


Exhibit Number	Description
+4.1	Restated Certificate of Incorporation of TETRA Technologies, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on December 22, 2016 (SEC File No. 333-215283)).
+4.2	Certificate of Amendment of Restated Certificate of Incorporation of TETRA Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 filed on August 9, 2017 (SEC File No. 001-13455)).
+4.3	Amended and Restated Bylaws of TETRA Technologies, Inc. (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on May 4, 2006 (SEC File No. 333-133790)).
+4.4	Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration on Form S-1 filed on February 23, 1990 (SEC File No. 33-33586)).
*4.5	TETRA Technologies, Inc. 2018 Inducement Restricted Stock Incentive Plan.
*4.6	Form of TETRA Technologies, Inc. 2018 Inducement Restricted Stock Incentive Plan Restricted Stock Award Agreement.
*5.1	Opinion of Haynes and Boone, LLP.
*23.1	Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
*23.2	Consent of Ernst & Young LLP.
*24.1	Powers of Attorney (included on signature page).

+ Incorporated by reference. * Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless, in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, State of Texas, on February 12, 2018.

TETRA TECHNOLOGIES, INC.

By: /s/ Stuart M. Brightman

Stuart M. Brightman
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the registrant hereby constitutes and appoints Stuart M. Brightman and Bass C. Wallace, Jr., and each of them severally, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of 1933, as amended, and any and all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.

Name and Signature	Title	Date

/s/ Stuart M. Brightman	President, Chief Executive Officer and Director	February 12, 2018
Stuart M. Brightman	(Principal Executive Officer)

/s/Elijio V. Serrano	Senior Vice President and Chief Financial Officer	February 12, 2018
Elijio V. Serrano	(Principal Financial Officer)

/s/ Ben C. Chambers	Vice President – Accounting	February 12, 2018
Ben C. Chambers	(Principal Accounting Officer)

/s/ William D. Sullivan	Chairman of the Board of Directors and Director	February 12, 2018
William D. Sullivan

/s/ Mark E. Baldwin	Director	February 12, 2018
Mark E. Baldwin

/s/ Thomas R. Bates, Jr.	Director	February 12, 2018
Thomas R. Bates, Jr.

/s/ Paul D. Coombs	Director	February 12, 2018
Paul D. Coombs

/s/ John F. Glick	Director	February 12, 2018
John F. Glick

/s/ Stephen A. Snider	Director	February 12, 2018
Stephen A. Snider

/s/ Kenneth E. White, Jr.	Director	February 12, 2018
Kenneth E. White, Jr.

/s/ Joseph C. Winkler, III	Director	February 12, 2018
Joseph C. Winkler, III

Exhibit 4.5

TETRA TECHNOLOGIES, INC.
2018 INDUCEMENT RESTRICTED STOCK PLAN

1. Purpose of this Plan . The purpose of this Plan is to attract and retain the best available individuals for positions of substantial responsibility by providing a material inducement for such individuals to enter into employment with the Company or any Affiliate. This Plan permits the grant of Restricted Stock. Each grant of Restricted Stock under this Plan is intended to qualify as an employment inducement award under New York Stock Exchange Listing Rule 303A.08.

2. Definitions . As used in this Plan, the following definitions shall apply:

(a) “ Administrator ” means the Board or any of its Committees that shall be administering this Plan, in accordance with Section 4 of this Plan.

(b) “ Affiliate ” means (i) any entity in which the Company, directly or indirectly, owns 10% or more of the combined voting power, as determined by the Committee, (ii) any “parent corporation” of the Company (as defined in Section 424(e) of the Code), (iii) any “subsidiary corporation” of any such parent corporation (as defined in Section 424(f) of the Code) of the Company or (iv) any trades or businesses, whether or not incorporated which are members of a controlled group or are under common control (as defined in Sections 414(b) or (c) of the Code) with the Company.

(c) “ Applicable Laws ” means the requirements relating to the administration of equity-based awards or equity compensation plans under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where grants of Restricted Stock are, or shall be, granted under this Plan.

(d) “ Award Agreement ” means the written or electronic agreement setting forth the terms and provisions applicable to each grant of Restricted Stock granted under this Plan. Every Award Agreement is subject to the terms and conditions of this Plan.

(e) “ Board ” means the Board of Directors of the Company.

(f) “ Cause ” means as defined in an employment agreement between the Participant and the Company. If no such agreement exists, or if such an agreement exists but “cause” is not defined therein, then Cause means a termination of the Participant’s status as an Employee because of: (i) any act or omission that constitutes a material breach by the Participant of any of his or her obligations under an Award Agreement or any other material agreement between the Participant and the Company; (ii) the Participant’s conviction of, or plea of nolo contendere to, (A) any felony or (B) another crime involving dishonesty or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations; (iii) the Participant engaging in any act of dishonesty, violence or violation of federal securities laws that is or could be materially injurious to the Company or any of its subsidiaries or affiliates; (iv) the Participant’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company; (v) the Participant’s refusal to follow the lawful directions of the Participant’s immediate supervisor, the Administrator or the

Committee ; or (vi) any other willful misconduct by the Participant which is materially injurious to the financial condition , operations or business reputation of the Company or any of its subsidiaries or Affiliates. Notwithstanding anything herein to the contrary , whether Cause exists shall be determined in the sole discretion of the Committee.

(g) “ Change in Control ” means (y) if the Participant is a party to an employment agreement between the Participant and the Company and any such agreement provides for a definition of “change in control” (or substantially similar term), the definition contained therein, or (z) if no such agreement exists, or if any such agreement exists but “change in control” (or substantially similar term) is not defined therein, then Change in Control means the occurrence of any of the following events:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, but other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Affiliate, or (B) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock in the Company) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities;

(ii) The sale or disposition by the Company of all or substantially all of the Company’s assets other than (A) the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale or (B) pursuant to a spin-off type transaction, directly or indirectly, of such assets to the Company’s stockholders;

(iii) A change in the composition of the Board during any 12 consecutive month period the result of which fewer than a majority of the Directors are Incumbent Directors. For this purpose, “ Incumbent Directors ” are Directors who are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of Directors to the Company); or

(iv) A merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

(h) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the U.S. Treasury regulations promulgated thereunder. Any reference to a section of the Code shall be deemed a reference to any successor or amended section of the Code.

(i) “ Committee ” means a committee of D irectors or other individuals that satisfies Applicable Laws and was appointed by the Board in accordance with Section 4 of this Plan.

(j) “ Common Stock ” means the common stock, $0.01 par value per Share, of the Company.

(k) “ Company ” means TETRA Technologies, Inc., a Delaware corporation, and any successor to thereto.

(l) “ Continuous Service ” means Participant’s provision of services to the Company or its Affiliates or their successors as an Employee is continuous and uninterrupted. For this purpose Continuous Service shall be deemed interrupted upon the actual cessation of providing services to the Company or its Affiliates or their successors, notwithstanding any required notice period that must be fulfilled before a termination as an Employee can be effective under Applicable Laws. Continuous Service shall not be considered interrupted in the case of (x) any approved leave of absence (including sick leave, military leave, or any other authorized personal leave); (y) transfers among the Company and its Affiliates, or any successor thereof; or (z) any change in status as long as Participant remains in the service of the Company or its Affiliates and their successors as an Employee. Notwithstanding the foregoing and unless the Administrator provides otherwise, vesting of Restricted Stock granted under this Plan shall be suspended during any unpaid leave of absence and shall resume on the date the Participant returns to work on a regular schedule as determined by the Company.

(m) “ Director ” means a member of the Board.

(n) “ Disability ” means, if the Participant is a party to an employment agreement between the Participant and the Company and any such agreement provides for a definition of “disability” (or substantially similar term), the definition contained therein. If no such agreement exists, or if any such agreement exists but “disability” (or substantially similar term) is not defined therein, then (y) Disability shall have the meaning given to such term (or substantially similar term) within a disability insurance program that is sponsored by the Company for the benefit of the Participant, or if no such definition exists or the Participant is not covered by such a program, then (z) Disability means Participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) is determined by the Social Security Administration to be disabled. For all purposes of this Section 2(n), the Participant shall not be considered to have incurred a “disability” unless proof of such impairment, sufficient to satisfy the Administrator in its sole discretion, is provided by or on behalf of such Participant to the Administrator.

(o) “ Employee ” means any person, including an officer, who is employed by the Company or an Affiliate.

(p) “ Exchange Act ” means the Securities Exchange Act of 1934 , as amended.

(q) “ Fair Market Value ” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, the Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.

Notwithstanding the foregoing to the contrary, for federal, state, and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time to time.

(r) “ Participant ” means an Employee who has been granted Restricted Stock under this Plan.

(s) “ Period of Restriction ” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time or the occurrence of other events as determined by the Administrator.

(t) “ Plan ” means this 2018 Inducement Restricted Stock Plan.

(u) “ Restricted Stock ” means Shares issued pursuant to a grant of Restricted Stock under Section 5 of this Plan.

(v) “ Rule 16b-3 ” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b‑3, as in effect when discretion is being exercised with respect to this Plan.

(w) “ Share ” means a share of Common Stock, as adjusted in accordance with Section 6 of this Plan.

3. Stock Subject to this Plan . Subject to the provisions of Section 6 of this Plan, the maximum aggregate number of Shares that may be issued pursuant to all grants of Restricted Stock under this Plan is 1,000,000 Shares. The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the

requirements of this Plan . T he number of S hares remaining available for grants of Restricted Stock under the foregoing maximum share limitations shall not be increased for , among other things , Shares (i) subject to awards of Restricted Stock that are forfeited , terminated or cancelled ; (ii) tendered to or withheld by the Company to satisfy tax withholding or other obligations , and/ or ( iii ) repurchased by the Company.

4. Administration of this Plan .

(a) Procedure .

(i) Approval . Grants of Restricted Stock under this Plan must be approved by a majority of those Directors on the Board who qualify as an “independent director” under applicable rules of the New York Stock Exchange or the Compensation Committee of the Board, in each case acting as the Administrator.

(ii) Rule 16b-3 . If a transaction is intended to be exempt under Rule 16b-3, then it shall be structured to satisfy the requirements for exemption under Rule 16b-3.

(iii) Other Administration . Other than as provided above, this Plan shall be administered by (A) the Board or (B) a Committee constituted to satisfy Applicable Laws.

(b) Powers of the Administrator . Subject to the provisions of this Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to the Committee, the Administrator shall have the authority, in its discretion to:

(i) determine the Fair Market Value of Restricted Stock;

(ii) select the Employees to whom Restricted Stock may be granted under this Plan;

(iii) determine the number of Shares to be covered by each grant of Restricted Stock under this Plan;

(iv) approve forms of Award Agreements for use under this Plan;

(v) determine the terms and conditions, not inconsistent with the terms of this Plan, of any grant of Restricted Stock under this Plan, including but not limited to, any acceleration of vesting or waiver of forfeiture provisions, and any restriction or limitation regarding any grant of Restricted Stock or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) construe and interpret the terms of this Plan and grants of Restricted Stock under this Plan;

(vii) prescribe, amend and rescind rules and regulations relating to this Plan;

(viii) amend the terms of any outstanding grants of Restricted Stock , including the discretionary authority to accelerate the satisfaction of any vesting criteria or waiver of forfeiture or repurchase restrictions , provided that any amendment that would adversely affect the Participant ’ s rights under an outstanding grants of Restricted Stock shall not be made without the Participant ’ s written consent ;

(ix) allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon vesting of a grant of Restricted Stock up to the number of Shares having a Fair Market Value equal to the maximum amount required to be withheld in the applicable jurisdiction. The Fair Market Value of any Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined, and all elections by a Participant to have Shares or cash withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(x) authorize any person to execute on behalf of the Company any instrument required to effect the issuance of Restricted Stock previously granted by the Administrator;

(xi) impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of a grant under this Plan, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and

(xii) to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in this Plan and any instrument or agreement relating to an Award; and

(xiii) make all other determinations that the Administrator deems necessary or advisable for administering this Plan.

The express grant in this Plan of any specific power to the Administrator shall not be construed as limiting any power or authority of the Administrator. However, the Administrator may not exercise any right or power reserved to the Board.

(c) Effect of Administrator’s Decision . The Administrator’s decisions, determinations, actions and interpretations shall be final, conclusive and binding on all persons having an interest in this Plan.

(d) Indemnification . The Company shall defend and indemnify members of the Board, the Committee, the Administrator, officers and Employees of the Company or of an Affiliate whom authority to act for the Board, the Administrator or the Company is delegated (“ Indemnitees ”) to the maximum extent permitted by law against (i) all reasonable expenses, including reasonable attorneys’ fees incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein (collectively, a “ Claim ”), to which any of them is a party by reason of any action taken or failure to act in connection with this Plan, or in connection with any Restricted Stock granted under this Plan;

and (ii) all amounts required to b e paid by them in settlement of a Claim (provided the settlement is approved by the Company) or required to be paid by them in satisfaction of a judgment in any Claim. However , no person shall be entitled to indemnification to the extent he is determined in such Claim that such person did not in good faith and in a manner reasonably believed to be in the best interests of the Company (or in the case of a criminal proceeding , had no reason to believe that the conduct complained of was unlawful). In addition , to be entitled to indemnification , the Indemnitee must , within 30 days after written notice of the Claim , offer the Company , in writing , the opportunity , at the Company ’ s expense , to defend the Claim. The right to indemnification shall be in addition to all other rights of indemnification available to the Indemnitee.

5. Restricted Stock .

(a) Grant of Restricted Stock . Subject to the terms and provisions of this Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to any individual as a material inducement to the individual to becoming an Employee, which grant shall become effective only if the individual actually becomes an Employee, in such amounts as the Administrator, in its sole discretion, shall determine.

(b) Restricted Stock Agreement . Each grant of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares of Restricted Stock granted, and such other terms and conditions as the Administrator, in its sole discretion, shall determine.

(c) Removal of Restrictions . The Administrator may, in its sole discretion, accelerate the time at which any restrictions shall lapse or be removed.

(d) Voting Rights . During the Period of Restriction, Participants holding Shares of Restricted Stock may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(e) Dividends and Other Distributions . During the Period of Restriction, Participants holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to unvested Shares unless otherwise provided in the Award Agreement. If any dividends or distributions with respect to the Shares of Restricted Stock are paid, such dividends or distributions shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid; provided that any dividends and other distributions that are paid prior to the vesting of such Restricted Stock shall be held by the Company and shall be delivered to the Participant, if at all, only to the extent such Shares of Restricted Stock subsequently vest.

(f) Non-Transferability of Grants of Restricted Stock . Unless determined otherwise by the Administrator, during the Period of Restriction shares of Restricted Stock may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant.

(g) Stop-Transfer Notices . In order to ensure compliance with the restrictions referred to herein and Applicable Law s , the Company may issue appropriate “ stop transfer ” instructions to its transfer agent , if any , and that , if the Company transfers its own securities , it may make appropriate notations to the same effect in its own records.

(h) Rights of the Company . The Company shall not (i) record on its books the transfer of any Shares that have been sold or transferred in contravention of this Plan or an Award Agreement or (ii) treat as the owner of Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Shares have been transferred in contravention of this Plan or an Award Agreement. Any transfer of Shares of Restricted Stock not made in conformance with this Award Agreement shall be null and void and shall not be recognized by the Company.

6. Adjustments; Dissolution or Liquidation; Change in Control .

(a) Adjustments . In the event of any change in the outstanding Shares of Common Stock by reason of any stock split, stock dividend or other non‑recurring dividends or distributions, recapitalization, merger, consolidation, spin‑off, combination, repurchase or exchange of stock, reorganization, liquidation, dissolution or other similar corporate transaction that affects the Common Stock, an adjustment shall be made, as the Administrator deems necessary or appropriate, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. Such adjustment may include an adjustment to the number and class of Shares which may be delivered under this Plan and the number and class of Shares subject to outstanding grants of Restricted Stock. Notwithstanding the preceding, the number of Shares subject to any grant of Restricted Stock always shall be a whole number.

(b) Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any grant of Restricted Stock shall lapse 100%, and that any Restricted Stock vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously vested, a grant of Restricted Stock shall terminate immediately prior to the consummation of such proposed action.

(c) Change in Control . Except to the extent an Award Agreement or a contractual right or obligation exists between a Participant and the Company that addresses the vesting of such Participant’s outstanding Awards under this Plan, the Committee shall have the sole discretion (applied on a uniform or non-uniform basis among various Awards and Participants) to take any one or more of the following acts upon a Change in Control:

(i) Assumption of Awards by the Successor Corporation . The Committee may require that one or more grants of Restricted Stock be Assumed or Substituted with a replacement award from the successor corporation or a parent or subsidiary entity of the successor corporation (collectively, the “ Successor Corporation ” ). To the extent one or more grants of Restricted Stock are Assumed or Substituted, the replacement award shall continue to vest and become exercisable in accordance with the terms of the original grant of Restricted

Stock being Assumed or Substituted in the Change in Control unless , within the 2-year period commencing on the date of the Change in Control , a Participant ’ s status as an Employee is terminated by the Company or the Successor Corporation without Cause or by the Participant for Good Reason , and then upon such termination , the replacement awards to such Participant shall , to the extent not previously vested or exercised , become fully vested and exercisable. For purposes of the foregoing , a grant of Restricted Stock is “ Assumed ” or “ Substituted ” if: (A) the replacement award is a grant of r estricted s tock ; (B) the replacement award has a value at least equal to the value of the grant of Restricted Stock being Assumed or Substituted in the Change in Control ; (C) the replacement award relates to publicly-traded equity securities of the Company or the Successor Corporation following the Change in Control ; and (D) the other terms and conditions of the replacement award are not less favorable to the Participant holding such award than the terms and conditions of the grant of Restricted Stock being replaced in the Change in Control (including the provisions that would apply in the event of a subsequent Change in Control). For purposes of the foregoing , the term “ Good Reason ” means a voluntary termination by a Participant of his or her employment with the Company or the Successor Corporation because of: (w) a material diminution in the Participant ’ s base salary or bonus opportunity from those applicable to him or her as of the date immediately prior to such Change in Control ; (x) a material diminution in the nature or scope of the Participant ’ s authority , duties or responsibilities from those applicable to him or her as of the date immediately prior to such Change in Control ; (y) the Company or the Successor Corporation requiring the Participant to be based at any office or location more than fifty (50) miles from where the Participant was based as of the date immediately prior to such Change in Control ; or (z) a material breach by the Company or the Successor Corporation of any term or provision of this Plan , any agreement evidencing a grant of Restricted Stock , employment agreement or other contractual agreement (if any) between the Participant and the Company or the Successor Corporation.

(ii) Time-Based Awards . The Committee may require that the time-based restrictions of one or more grants of Restricted Stock shall lapse and the grant of Restricted Stock shall become fully vested, exercisable or settled upon the Change in Control.

7. Term of this Plan . This Plan will become effective upon its adoption by the Board. Following the grants of all Shares of Restricted Stock authorized under this Plan, this Plan shall terminate automatically effective the first day that no Shares of Restricted Stock are subject to forfeiture restrictions, unless terminated earlier under Section 12(e).

8. Conditions upon Issuance of Shares .

(a) Legal Compliance . The issuance and delivery of any Shares under this Plan shall comply with Applicable Laws.

(b) Taxes . No Shares shall be delivered under this Plan to any Participant or other person until the Participant or other person has made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., U.S.-federal, U.S.-state, or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares. Upon vesting of a grant of Restricted Stock, the Company shall withhold or collect from the Participant an amount sufficient to satisfy such tax obligations, including, but not limited to, by surrender of up to the whole number of Shares covered by the Restricted Stock

sufficient to satisfy the withholding obligations incident to the vesting of the Restricted Stock based on the maximum individual income tax rate in the applicable jurisdiction. The Committee shall have the sole authority to determine whether a “ net withholding ” may be permitted or is required for purposes of the Participant satisfying his or her obligations under this Section 8 ( b ). The Company ’ s obligations under this Plan and any Award Agreement are fully contingent on the Participant first satisfying this Section 8 ( b ). Therefore , a failure of the Participant to reasonably satisfy this Section 8 in accordance with the Committee ’ s sole and absolute discretion shall result in the automatic termination and expiration of the applicable Award Agreement and the Company ’ s obligations thereunder.

9. Inability to Obtain Authority . The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

10. No Rights to Restricted Stock . Without additional action by the Committee, the existence of this Plan does not provide any eligible Employee or other person a claim to a grant of Restricted Stock, and neither the Company nor the Administrator shall be obligated to treat Participants or any other person uniformly.

11. Fractional Shares . No fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down as appropriate.

12. General Provisions .

(a) Notice . Any notice required by the terms of this Plan or an Award Agreement shall be given in writing and shall be deemed to be effective upon personal delivery or five (5) days after deposit with a national postal system or, if sent via overnight delivery, one (1) day after deposit with an established overnight delivery system such as Federal Express. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.

(b) Successors and Assigns . Except as provided herein to the contrary, this Plan and the Award Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective permitted successors and assigns.

(c) No Assignment . Except as otherwise provided in an Award Agreement, Participant shall not assign any of his or her rights under this Plan and an Award Agreement without the prior written consent of the Committee, which consent may be withheld in its sole discretion.

(d) Severability . Notwithstanding any contrary provision of this Plan or a grant of Restricted Stock to the contrary, if any one or more of the provisions (or any part thereof) of this Plan or the grants hereunder shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of this Plan

or a grant of Restricted Stock , as applicable , shall not in any way be affected or impaired thereby.

(e) Amendment and Termination of this Plan . The Board may at any time amend, alter, suspend or terminate this Plan. No amendment, alteration, suspension, or termination of this Plan shall materially or adversely impair the rights of any Participant, unless otherwise mutually agreed upon by the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of this Plan shall not affect the Administrator’s ability to exercise the powers granted to it under this Plan with respect to Restricted Stock granted under this Plan prior to the date of termination.

(f) Administration and Interpretation . Any determination by the Committee in connection with any question or issue arising under this Plan or an Award Agreement shall be final, conclusive and binding on the Participant, the Company and all other persons. Any question or dispute regarding the interpretation of this Plan or an Award Agreement or the receipt of the Shares of Restricted Stock or Shares under an Award Agreement shall be submitted by the Participant to the Committee. The resolution of such question or dispute by the Committee shall be final and binding on all parties.

(g) Waiver . Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof or in an Award Agreement will not be deemed to be a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed to be a waiver or relinquishment of such right or power at any other time or times.

(h) Construction . Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Plan or an Award Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Pronouns shall be construed to include the masculine, feminine, neutral, singular or plural as the identity of the antecedent may require. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. This Plan shall be construed according to its fair meaning and shall not be strictly construed against the Company.

(i) Compensation Recoupment . All compensation and grants payable or paid under this Plan and any sub-plans shall be subject to the Company’s ability to recover incentive-based compensation from executive officers, as is or may be required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, any regulations or rules promulgated thereunder, or any other “clawback” provision required by Applicable Law or the listing standards of any applicable stock exchange or national market system.

* * * * *

Exhibit 4.6

TETRA TECHNOLOGIES, INC.

2018 INDUCEMENT RESTRICTED STOCK PLAN

RESTRICTED STOCK AWARD AGREEMENT

Subject to the terms and conditions of this Restricted Stock Award Agreement (the " Award Agreement ") and the TETRA Technologies, Inc. 2018 Inducement Restricted Stock Plan (the " Plan "), the below individual (the " Participant ") is hereby granted the below number of Shares (the " Covered Shares ") of Common Stock in TETRA Technologies, Inc., a Delaware corporation (the " Company "). Unless otherwise specifically indicated, all terms used in this Award Agreement shall have the meaning as set forth in the Plan.

1. Identifying Information :


Participant Name:		Date of Grant:
and Address:		Number of "Covered Shares":

2. Vesting Date . Subject to the Participant's Continuous Service and the terms of the Plan and this Award Agreement, and except to the extent specifically provided within any employment agreement or other agreement between the Company, or any Affiliate thereof, and the Participant, the Covered Shares shall remain unvested until, and shall vest only upon, the third anniversary of the Date of Grant (the " Vesting Date ").

3. Risk of Forfeiture . Except to the extent specifically provided in an employment agreement or other agreement between the Company, or any Affiliate thereof, and the Participant (i) the Covered Shares shall be subject to a risk of forfeiture until such time the risk of forfeiture lapses on the Vesting Date, and (ii) any unvested Covered Shares shall automatically be forfeited if the Participant's Continuous Service is interrupted or terminated for any reason prior to the Vesting Date. Any forfeiture under this Section 3 shall be automatic, without the Participant's consent, and with no payment to the Participant, cash or otherwise, for the forfeited Covered Shares.

4. Delivery of Shares . The Covered Shares shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records of the Company's transfer agent, subject to the restrictions set forth in the Plan and this Award Agreement. The book-entry uncertificated shares evidencing the Covered Shares shall be held by, or on behalf of, the Company until the Vesting Date, and as a condition to the receipt of any Covered Shares, Participant shall deliver to the Company a Stock Assignment Separate from Certificate in the form attached hereto as Exhibit A (executed in blank by the Participant). The Company (or its designee) shall have the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Award Agreement in accordance with the terms hereof. Upon the vesting of Covered Shares, the Company will transmit, or cause to be transmitted to the Participant such Shares, subject to satisfaction of any withholding obligations provided in Section 8(b) of the Plan.

5. Counterparts . This Award Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by facsimile or electronic means shall be deemed for all purposes as being a good and valid execution and delivery of this Award Agreement by that party.

6. Entire Agreement; Governing Law . The provisions of the Plan are incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes in its entirety all prior undertakings, representation and agreements between the Company, on one hand, and Participant on the other hand (whether oral or written, and whether express or implied) with respect to the subject matter hereof, except as may otherwise be set forth in an employment agreement or other agreement between the Company, or any Affiliate thereof, and Participant. The Plan and this Award Agreement are to be construed in accordance with and governed by the laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction.

7. Venue . The Company and Participant agree that any suit, action or proceeding arising out of or related to the Plan and this Award Agreement shall be brought in the United States District Court for the Southern District of Texas (or should such court lack jurisdiction to hear such action, suit or proceeding, in a Texas state court in Montgomery County or Harris County), and that all parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section 7 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

8. No Guarantee of Continued Service . THE PARTICIP ANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES ON THE VESTING DATE HEREOF IS EARNED ONLY BY CONTINUOUS STATUS AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS award AGREEMENT, THE Covered shares GRANTED HEREUNDER, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING DATE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT'S RIGHT OR THE RIGHT OF THE COMPANY OR ANY AFFILIATE THEREOF TO TERMINATE THE PARTICIPANT'S RELATIONSHIP AS AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE.

[SIGNATURES ON NEXT PAGE]

By the signature s of the Participant and the Company's representative below, the Participant and the Company agree that the Covered Shares of Restricted Stock granted are governed only by the terms and conditions of this Award Agreement and the Plan.


TETRA TECHNOLOGIES, INC.
By:
Its:
Dated:

PARTICIPANT REPRESENTATIONS

The Participant has reviewed this Award Agreement and the Plan in their entireties, has had an opportunity to have such reviewed by his or her legal and tax advisers, and hereby attests that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents or affiliates. The Participant represents to the Company that he or she is familiar with the terms of this Award Agreement and the Plan, and hereby accepts the Covered Shares subject to all of terms set forth herein and therein. The Participant hereby agrees that all questions of interpretation and administration relating to this Award Agreement and the Plan shall be solely resolved by the Committee.

This Award Agreement may be executed by the Participant and the Company by means of electronic or digital signatures, which shall have the same force and effect as manual signatures. The Participant agrees that clicking "I Accept" in connection with or response to any electronic communication or other medium has the effect of affixing the Participant's electronic signature to this Award Agreement.


PARTICIPANT:
Signature:
Printed Name:
Dated:

EXHIBIT A

TETRA TECHNOLOGIES, INC.

2017 INDUCEMENT RESTRICTED STOCK PLAN

STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

[Please sign this document but do not date it. The date and information of the transferee will be completed if and when the shares are assigned.]

FOR VALUE RECEIVED, _____________________________ hereby sells, assigns and transfers unto ________________________, _________________ (____________) shares of the Common Stock of TETRA Technologies, Inc., a Delaware corporation (the " Company "), standing in his or her name on the books of the Company, and does hereby irrevocably constitute and appoint ________________________, or his or her designee or successor, with the power of attorney to transfer the said stock in the books of the Company with full power of substitution. This assignment may be executed by the Participant by means of electronic or digital signatures, which shall have the same force and effect as manual signatures. The Participant agrees that clicking "I Accept" (or a tab of similar intent) in connection with or response to any electronic communication or other medium has effect of affixing the Participant's electronic signature to this assignment.


Dated:
			Signature of the Participant
			Printed Name

Exhibit 5.1

February 9, 2018

TETRA Technologies, Inc.

24955 Interstate 45 North

The Woodlands, Texas 77380

Re: Registration Statement on Form S-8 of 1,000,000 Shares of Common Stock of TETRA Technologies, Inc.

Ladies and Gentlemen:

We have acted as securities counsel for TETRA Technologies, Inc., a Delaware corporation (the “ Company ”), in connection with the preparation of the registration statement on Form S-8 (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), filed by the Company with the Securities and Exchange Commission (the “ Commission ”) on the date hereof, which relates to the registration of 1,000,000 shares (the “ Shares ”) of the Company’s common stock, $0.01 par value per share (the “ Common Stock ”), that may be issued by the Company pursuant to the TETRA Technologies, Inc. 2018 Inducement Restricted Stock Plan (the “ Plan ”).

As the basis for the opinions hereinafter expressed, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Restated Certificate of Incorporation of the Company, as amended to date; (iii) the Amended and Restated Bylaws of the Company, as amended to date; (iv) the form of the Plan attached as an exhibit to the Registration Statement; (v) certain resolutions of the Board of Directors of the Company; and (vi) such other documents, corporate records, certificates and other instruments as we have deemed necessary or advisable for the purposes of the opinions contained herein.

In making the foregoing examination, we have assumed and have not verified (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity to original documents of all documents submitted to us as certified or photostatic copies and (iv) that all agreements or instruments we have examined are the valid, binding and enforceable obligations of the parties thereto. As to questions of fact material to this opinion, where such facts have not been independently established, and as to the content and form of the Restated Certificate of Incorporation, Amended and Restated Bylaws, minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy.

Based upon the foregoing and such legal considerations as we deem relevant, and subject to the limitations, qualifications, exceptions, and assumptions set forth herein, we are of the opinion that (i) following the due authorization of a particular award by the Board of Directors of the Company or a duly constituted and acting committee of the Board of Directors of the Company as provided in and in

Haynes and Boone, LLP

Attorneys and Counselors

1221 McKinney, Suite 2100

Houston, Texas 77010

Phone: 713.547.2000

Fax: 713.547.2600

accordance with the Plan, the Shares issuable by the Company pursuant to such award will have been duly authorized, and (ii) upon issuance and delivery of such Shares from time to time pursuant to the terms of the Plan and any applicable award agreements, and upon receipt by the Company of lawful consideration therefor under Delaware law in accordance with the terms of the Plan and otherwise in accordance with the terms and conditions of the applicable award agreement, including, if applicable, the laps of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board of Directors or a duly constituted and acting committee thereof as provide therein, such Shares will be validly issued, fully paid and non-assessable.

The foregoing is limited to the Delaware General Corporation Law (including the applicable provisions of the Delaware Constitution and the reported decisions interpreting these laws). For purposes of this opinion, we assume that the Shares will be issued in compliance with all applicable state securities or blue sky laws. We are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we are not admitting that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Our opinion is rendered as of the date hereof, and we assume no obligation to update or supplement our opinion to reflect any change of fact, circumstance or law after such time.

Very truly yours,

/s/ Haynes and Boone, LLP

Haynes and Boone, LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the TETRA Technologies, Inc. 2018 Inducement Restricted Stock Plan of TETRA Technologies Inc. of our reports dated March 1, 2017, with respect to the consolidated financial statements and schedule of TETRA Technologies, Inc. and the effectiveness of internal control over financial reporting of TETRA Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

/s/Ernst & Young LLP

Houston, Texas
February 10, 2018