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Exhibit
4.15
TETRA Technologies, Inc.
EMPLOYEE RESTRICTED STOCK AGREEMENT
Pursuant to the terms of the TETRA
Technologies, Inc. 2007 Equity 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 xx,xxx 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 xx/xx/xx. The Restricted Stock is awarded 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 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 the Restricted Stock Agreement 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 Restricted Stock Agreement unless otherwise
provided.
2. Custody of Restricted
Stock. The stock
certificate(s) evidencing the Restricted Stock shall be issued and
registered on the Company’s books and records in the name of
the Participant as soon as practicable following the date of this
Restricted Stock Agreement. The Company shall retain physical
possession and custody of each stock certificate representing the
Restricted Stock until such time as the Restricted Stock becomes
vested, and the restrictions imposed thereon lapse, in accordance
with Paragraph 4 below. The Participant will deliver to the Company
a stock power in substantially the form of Exhibit A attached
hereto, endorsed in blank, with respect to each award of the
Restricted Stock. Each stock certificate shall bear a restrictive
legend in substantially the following form:
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The shares represented by this certificate have been issued
pursuant to the terms of the TETRA Technologies, Inc. 2007 Equity
Incentive Compensation Plan (as amended and restated) 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 _______________, 200___.
Upon the written request of the Participant 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 promptly issue a stock
certificate, without such restrictive legend, 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 promptly 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 to the extent a stock certificate has not
previously been reissued without a restrictive legend as provided
in 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
termination, resignation, or removal of Participant from Employment
with the Company or any Affiliate under circumstances that do not
cause Participant to become fully vested, and the restrictions on
such shares of Restricted Stock to lapse, 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, upon the occurrence of a Change in Control
and in accordance with Paragraph 8 below, 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.
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. Upon
receipt by the Participant of stock certificate(s) representing the
vested shares without a restrictive legend pursuant to Paragraph 2
above, the Participant may hold or dispose of the shares
represented by such certificate(s), 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 credited to an account for the benefit
of 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 dividends, cash or stock, credited to the account for
the benefit of the Participant 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 for the benefit of
the Participant shall be distributed to the Participant without
interest.
7. Termination of
Employment. 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 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.
8. Change in
Control.
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