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Exhibit
4.13
TETRA Technologies, Inc.
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
Pursuant to the terms of the TETRA
Technologies, Inc. 2007 Equity 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 xx,xxx 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 xx/xx/xx. 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. 2007 Equity 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 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 10th
anniversary of the date of grant of Incentive Option, which
anniversary shall be xx/xx/xx. 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 $xx.xx 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 the Company’s voting securities, 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, upon the
occurrence of a Change in Control the Committee may, in accordance
with Paragraph 8 below, accelerate vesting and the time at which
the Incentive Option may be exercised.
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:
-
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(a) Termination of
Employment. If Employment
of Optionee is terminated for any reason whatsoever other than
death, Disability or Retirement, subject to the provisions of this
Section 7, any nonvested portion of the Incentive Option
outstanding at the time of such termination and all rights
thereunder shall wholly and completely terminate and no further
vesting shall occur, and Optionee shall be entitled to exercise his
or her rights with respect to the portion of the Incentive Option
vested as of the date of termination for a period that shall end on
the earlier of (i) the expiration date set forth in the Incentive
Option with respect to the vested portion of the Inc
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