TETRA Dec 22 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): December 16, 2005

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-13455		74-2148293
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

25025 Interstate 45 North, Suite 600

The Woodlands, Texas 77380

(Address of Principal Executive Offices and Zip Code)

(281) 367-1983

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into A Material Definitive Agreement.

On December 16, 2005, the Board of Directors (the “Board”) of TETRA Technologies, Inc. (the “Company”) approved certain amendments to the TETRA Technologies, Inc. 1998 Director Stock Option Plan (As Amended Through June 27, 2003) (the “Plan”). A copy of the approved First Amendment to the TETRA Technologies, Inc. 1998 Director Stock Option Plan (As Amended Through June 27, 2003) (the “First Amendment”) is attached as Exhibit 10.1 and incorporated herein by reference.

The purpose of the First Amendment is to formally amend the Plan to reflect the previous increase in the annual awards provided for thereunder consistent with the Company’s 2003 stock split. On August 21, 2003, the Company effected, in the form of a stock dividend, a 3-for-2 stock split. Consistent with the increase in the remaining number of shares available under the Plan as a result of the stock split, the Management and Compensation Committee of the Board approved, and the Company, as authorized by the Board, commencing with the annual awards provided for under the Plan for 2004, increased the amount of the annual awards from 8,000 shares to 12,000 shares. The amendments reflected in the First Amendment are effective as of August 21, 2003 and reflect the increase in the amount of the annual award.

The Company is also filing the form of the stock option agreement used by the Company in connection with option grants made under the Plan, as amended by the First Amendment.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
10.1		First Amendment to the TETRA Technologies, Inc. 1998 Director Stock Option Plan (As Amended Through June 27, 2003) dated December 16, 2005.
10.2		Form of Stock Option Agreement under the TETRA Technologies, Inc. 1998 Director Stock Option Plan (As Amended Through June 27, 2003), as further amended by the First Amendment to the TETRA Technologies, Inc. 1998 Director Stock Option Plan (As Amended Through June 27, 2003).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TETRA Technologies, Inc.

By: /s/Geoffrey M. Hertel

Geoffrey M. Hertel

President & Chief Executive Officer

Date: December 22, 2005

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EXHIBIT INDEX

Exhibit Number		Description
10.1		First Amendment to the TETRA Technologies, Inc. 1998 Director Stock Option Plan (As Amended Through June 27, 2003) dated December 16, 2005.
10.2		Form of Stock Option Agreement under the TETRA Technologies, Inc. 1998 Director Stock Option Plan (As Amended Through June 27, 2003), as further amended by the First Amendment to the TETRA Technologies, Inc. 1998 Director Stock Option Plan (As Amended Through June 27, 2003).

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EXHIBIT 10.1

FIRST AMENDMENT

TO THE

TETRA TECHNOLOGIES, INC.

1998 DIRECTOR STOCK OPTION PLAN

(AS AMENDED THROUGH JUNE 27, 2003)

THIS FIRST AMENDMENT TO THE TETRA TECHNOLOGIES, INC. 1998 DIRECTOR STOCK OPTION PLAN (AS AMENDED THROUGH JUNE 27, 2003) (this “First Amendment”) is made and adopted by TETRA Technologies, Inc., a Delaware corporation (the “Company”), this 16th day of December, 2005, to be effective as of August 21, 2003.

WHEREAS, the Company has previously adopted the TETRA Technologies, Inc. 1998 Director Stock Option Plan (As Amended Through June 27, 2003) (the “Plan”) providing for stock option awards to the Company’s non-employee directors in accordance with the terms set forth therein; and

WHEREAS, on August 21, 2003, the Company effected a 3-for-2 stock split, in the form of a stock dividend, and consistent with the increase in the number of remaining shares available under the Plan as a result of the stock split, the Management and Compensation Committee of the Board approved and the Company, as authorized by the Board, implemented an increase in the amount of the annual award from 8,000 shares to 12,000 shares, commencing with the annual awards provided for under the Plan for 2004; and

WHEREAS, pursuant to Article X of the Plan, which provides that the Board may amend the Plan from time to time, the Board desires to formally amend the Plan to reflect the previously authorized increase in the annual awards provided for under the Plan.

NOW, THEREFORE, the Plan is amended as follows:

1. Amendment to Article III. Article III is amended to include the following defined term:

“‘August 2003 Split Date’ means August 21, 2003.”

2. Amendment to Article V.A. Article V.A. is amended by deleting the second sentence thereof and inserting in its place the following:

“After the Restatement Date and prior to the August 2003 Split Date, and subject to Article VI below, each Director on his Initial Grant Date and on each Annual Grant Date thereafter prior to the August 2003 Split Date shall receive a grant of an Option to purchase 8,000 shares of Stock. After the August 2003 Split Date and subject to Article VI below, each Director on his Initial Grant Date and on each Annual Grant Date thereafter shall receive a grant of an Option to purchase 12,000 shares of Stock.”

3. Amendment to Article VI. Article VI is amended by deleting the second paragraph thereof and inserting in its place the following:

“A Director who first becomes a member of the Board after January 1, 2003 but before January 1, 2004 shall receive, on his first Annual Grant Date following the date on which he became a member of the Board, an Option to purchase the number of shares of Stock equal to the product of 8,000 and a fraction, the numerator of which is the number of days during the year preceding such first Annual Grant Date that such Director served as a member of the Board and the denominator of which is 365; provided, however, that any Director who becomes a member of the Board during 2003 shall receive, on his first Annual Grant Date in 2004, an Option to purchase the number of shares of Stock equal to the product of 12,000 and a fraction, the numerator of which is the number of days during 2003 that such Director served as a member of the Board and the denominator of which is 365.

“A Director who first becomes a member of the Board after January 1, 2004 shall receive, on his first Annual Grant Date following the date on which he became a member of the Board, an Option to purchase the number of shares of Stock equal to the product of 12,000 and a fraction, the numerator of which is the number of days during the year preceding such Initial Grant Date that such Director served as a member of the Board and the denominator of which is 365.”

4. Governing Law. Except as amended and modified hereby, the Plan shall continue in full force and effect and the Plan and this Amendment shall be read, taken and construed as one and the same instrument. This Amendment is to be governed by and construed in accordance with the laws of the State of Delaware.

* * * * * * *

EXHIBIT 10.2

TETRA TECHNOLOGIES, INC.

Stock Option Agreement

This Agreement (the “Agreement”) is effective as of xx/xx/xx (the “Grant Date”), among TETRA Technologies, Inc., a Delaware corporation (the “Company”) and (“Optionee”).

To carry out the purposes of the TETRA Technologies, Inc. 1998 Director Stock Option Plan (As Amended Through June 27, 2003), as further amended by the First Amendment to the TETRA Technologies, Inc. 1998 Director Stock Option Plan (the “Plan”) by affording Optionee the opportunity to purchase shares of common stock, par value $0.01 per share, of the Company (“Stock”), and in consideration of the mutual agreements set forth herein and in the Plan, the Company and Optionee hereby agree as follows:

1. Grant of Option. The Company hereby grants to Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of XX,XXX shares of stock, on the terms and conditions set forth herein and in the Plan, a copy of which is attached hereto as Exhibit A and is incorporated herein by reference.

The Option, if not previously exercised, shall expire and not be exercisable after five (5) years from its Grant Date.

2. Purchase Price. The purchase price of Stock purchased upon exercise of the Option shall be $XX.XX per share.

3. Exercise of Option. Subject to the terms and conditions contained herein and in the Plan, the Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of the Secretary of the Company, at any time and from time to time on and after six (6) months after the Grant Date, such exercise to be effective at the time of receipt of such written notice and tender of full payment of the purchase price at the Company’s principal executive office during normal business hours, but any exercise of the Option must be for a minimum of 100 shares of Stock (or, if less, for all remaining shares subject to the Option).

If, upon exercise of the Option, Optionee purchases less than the full number of shares of Stock that may be purchased under this Agreement, Optionee’s right to purchase the Stock not so purchased shall continue until the expiration date of the Option. Optionee (or the person permitted to exercise the Option in the event of Optionee’s death) shall be and have all of the rights and privileges of a shareholder of record of the Company with respect to shares acquired upon exercise of the Option, effective upon transfer of such shares to Optionee.

4. Payment of Exercise Price. The purchase price of shares as to which the Option is exercised shall be paid in full at the time of exercise (i) in cash or by check payable and acceptable to the Company, (ii) subject to the approval of the Committee (as defined in the Plan), by tendering to the Company shares of Stock owned by Optionee for at least six (6) months prior to exercise having an aggregate Market Value Per Share (as defined in the Plan) as of the date of exercise and tender that is not greater than the full purchase price for the shares with respect to which the Option is being exercised and by paying any remaining amount of the purchase price as provided in (i) above, or (iii) subject to the approval of the Committee, at Optionee’s written request the Company may deliver certificates for the shares of Stock for which the Option is being exercised to a broker for sale on behalf of Optionee, provided that Optionee has irrevocably instructed such broker to remit directly to the Company on Optionee’s behalf the full amount of the purchase price from the proceeds of such sale. In the event that Optionee elects to make payment as allowed under clause (ii) above, the Committee may, upon confirming that 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 Option less the number of shares being tendered upon the exercise and return to Optionee (or not require surrender of) the certificate for the shares being tendered upon the exercise. Payment instruments will be received subject to collection.

5. Non-Transferability. The Option may not be transferred by Optionee otherwise than by will or the laws of descent and distribution. Upon the death of Optionee, this Option may be exercised within one year of the date of death according to the terms of the Plan.

6. Termination of Status of Director. In the event of termination of Optionee’s status as a Director for any reason other than death, the Option may be exercised by Optionee (or his estate, personal representative of beneficiary) for a ninety (90) day period following termination or leaving employment.

7. Withholding of Tax. To the extent that the Company has a duty to withhold for federal or state income tax purposes or to the extent that Company’s ability to take a tax deduction is contingent upon such withholding, Optionee shall pay to the Company at the time of such exercise (or other taxable event) such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations and if Optionee fails to do so, the Company may refuse to issue any shares pursuant to exercise or may withhold from any other amounts payable to Optionee any tax required to be withheld.

8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Optionee. This Agreement and all actions taken hereunder shall be governed by and constructed in accordance with the laws of the State of Delaware, except for the choice of law principles thereof. In the event of conflict between this Agreement and the Plan, the terms of the Plan shall control. The Committee shall have authority to construe the terms of the Agreement, and the Committee’s determinations shall be final and binding on Optionee.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and Optionee has executed this Agreement as of the day and year first above written.

TETRA Technologies, Inc.

By: ___________________________

Geoffrey M. Hertel

President & Chief Executive Officer

Optionee

___________________________

XXXXXXXX, Optionee