As filed with the Securities and Exchange Commission on August 9, 1996
Registration No. 333-
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 (I.R.S. Employer
incorporation or organization) Identification No.)
25025 I-45 North
The Woodlands, Texas 77380
(Address, including zip code, of Principal Executive Offices)
TETRA Technologies, Inc.
1990 STOCK OPTION PLAN
(Full title of the plan)
Bass C. Wallace, Jr.
General Counsel
25025 I-45 North
The Woodlands, Texas 77380
(713) 367-1983
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------------------------
copy to:
John F. Wombwell
Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
600 Travis
Houston, Texas 77002
(713) 220-4200
--------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
to be Offering Price Offering Registration
Title of Securities to be Registered registered Per Share (1) Price (1) Fee
<S> <C> <C> <C> <C>
Common Stock, Par Value $.01 Per Share 1,000,000 $18.81 $18,810,000 $6,486.21
=============================================== =============== ================== ================ ==================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the average of the high and low prices
of a share of the Company's Common Stock for August 7, 1996 on the Nasdaq
National Market as reported in The Wall Street Journal on August 8, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to
register additional securities. In accordance with General Instruction E of Form
S-8, the Company hereby incorporates by reference the contents of the Company's
registration statements on Form S-8, filed with the Securities and Exchange
Commission on July 5, 1990 (No. 33- 35750) and March 23, 1994 (No. 33-76806),
relating to the TETRA Technologies, Inc. 1990 Stock Option Plan.
Item 8. Exhibits.
Exhibit
Number Description
5.1 Opinion of Andrews & Kurth L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (included in Part II of the Registration
Statement).
99.1 TETRA Technologies, Inc. 1990 Stock Option Plan, as amended
and restated.
II-2
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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
the 9th day of August, 1996.
TETRA Technologies, Inc.
(Registrant)
By: /s/--------------------------
Allen T. McInnes
President and Chief Executive Officer
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of TETRA Technologies, Inc. (the "Company") hereby constitutes
and appoints Allen T. McInnes and Geoffery M. Hertel, or either of them (with
full power to each of them to act alone), his true and lawful attorney-in-fact
and agent, with full power of substitution, 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 or 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, and
each of them, 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 any of them, or
their 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 indicated.
Signature Title Date
/s/ President, Chief Executive Officer August 9, 1996
------------------- and Director(Principal Executive
Allen T. McInnes Officer)
/s/ Chairman of the Board of Directors August 9, 1996
-------------------
J. Taft Symonds
/s/ Executive Vice President--Finance August 9, 1996
-------------------- and Administration (Principal
Geoffrey M. Hertel Financial Officer)and Director
/s/ Corporate Controller (Principal August 9, 1996
-------------------- Accounting Officer)
Bruce A. Cobb
/s/ Director August 9, 1996
--------------------
Paul D. Coombs
/s/ Director August 9, 1996
--------------------
Tom H. Delimitros
/s/ Director August 9, 1996
--------------------
Stephen T. Harcrow
-------------------- Director , 1996
Michael L. Jeane
/s/ Director August 9, 1996
--------------------
Thomas H. Wentzler
II-3
<PAGE>
EXHIBIT INDEX
Exhibit Location of
Number Exhibit
------- -------
5.1 Opinion of Andrews & Kurth L.L.P. 5
23.1 Consent of Ernst & Young LLP. 6
24.1 Consent of Andrews & Kurth L.L.P -
(included in Exhibit 5.1).
25.1 Power of Attorney (included in Part II -
of the Registration Statement).
99.1 TETRA Technologies, Inc. 1990 Stock Option Plan, 7
as amended and restated.
II-4
[Andrews & Kurth Letterhead]
August 9, 1996
Board of Directors
TETRA Technologies, Inc.
25025 I-45 North
The Woodlands, Texas 77380
Gentlemen:
We have acted as counsel to TETRA Technologies, Inc. (the
"Company") in connection with the Company's Registration Statement on Form S-8
(the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended, of the issuance of an additional 1,000,000
shares (the "Shares") of the Company's common stock, $0.01 par value (the
"Common Stock"), pursuant to the Company's 1990 Stock Option Plan (the
"Plan").
In connection herewith, we have examined copies of such
statutes, regulations, corporate records and documents, certificates of public
and corporate officials and other agreements, contracts, documents and
instruments as we have deemed necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies. We have also relied, to the extent we deem such reliance proper, upon
information supplied by officers and employees of the Company with respect to
various factual matters material to our opinion.
Based upon the foregoing and having due regard for such
legal considerations as we deem relevant, we are of the opinion that the
Shares have been duly authorized, and that such Shares of Common Stock will,
when issued in accordance with the terms of the Plan, be legally issued, fully
paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
2325/1213/2653 /s/ Andrews & Kurth
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8), pertaining to the 1990 Stock Option Plan of TETRA Technologies, Inc.
of our report dated February 23, 1996, with respect to the consolidated
financial statements and schedules of TETRA Technologies, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Houston, Texas
August 9, 1996
EXHIBIT 99.1
TETRA TECHNOLOGIES, INC.
1990 STOCK OPTION PLAN
I. Purpose of the Plan
The TETRA Technologies, Inc. 1990 Stock Option Plan (the
"Plan") is intended to provide a means whereby certain key employees of TETRA
Technologies, Inc., a Delaware corporation (the "Company"), may develop a
sense of proprietorship and personal involvement in the development and
financial success of the Company and its Affiliates (as defined below), and to
encourage them to remain with and devote their best efforts to the business of
the Company and its Affiliates, thereby advancing the interests of the Company
and its stockholders. Accordingly, the Company may make awards ("Awards") to
certain employees in the form of stock options ("Options") with respect to
shares of the Company's common stock, par value $0.01 per share (the "Stock"),
and in the form of stock appreciation rights ("Rights"). Options may either be
nonqualified stock options ("Nonqualified Options") or options ("Incentive
Stock Options") which are intended to qualify as incentive stock options under
Section 422A of the Internal Revenue Code of 1986, as amended (the "Code").
Rights may be granted either separately or in tandem with Options. For
purposes of the Plan, an "Affiliate" shall be any corporation which is a
parent or subsidiary corporation within the meaning of Section 425 of the
Code.
II. Administration
The Plan shall be administered by the Board of Directors of
the Company (the "Board") or such committee of members of the Board as the
Board may appoint (the "Committee"); provided that so long as the Company is
subject to the reporting requirements of the Securities Exchange Act of 1934
("1934 Act"), the members of the Committee shall be "disinterested persons"
within the meaning of paragraph (d)(3) of Rule 16b-3 which has been adopted by
the Securities and Exchange Commission under the 1934 Act, as such Rule or its
equivalent is then in effect ("Rule 16b-3"). Committee members may resign at
any time by delivering written notice to the Board. Vacancies in the
Committee, however caused, shall be filled by the Board. The Committee is
authorized to interpret the Plan and may from time to time adopt such rules
and regulations, not inconsistent with the provisions of the Plan, as it may
deem advisable to carry out the Plan. The Committee shall act by a majority of
its members in office and the Committee may act either by vote at a telephonic
or other meeting or by a memorandum or other written instrument signed by all
of the members of the Committee.
The Committee shall have the sole authority to determine the
terms and provisions of the Option agreements and Rights agreements
(collectively, the "Agreements") entered into in connection with Awards under
the Plan; to prepare and distribute, in such manner as the Committee
determines to be appropriate, information about the Plan; and to make all
other determinations deemed necessary or advisable for the administration of
the Plan. The Committee may vary the terms and provisions of the Agreements in
its discretion.
The day-to-day administration of the Plan may be carried out
by such officers and employees of the Company as shall be designated from time
to time by the Committee. Members of the Committee shall not receive
compensation for their services as members, but all expenses and liabilities
they incur in connection with the administration of the Plan shall be borne by
the Company. The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons, and the Committee, the Board, the
Company and the officers and employees of the Company shall be entitled to
rely upon the advice, opinions or valuations of any such persons. The
interpretation and construction by the Committee of any provisions of the Plan
or of any Award under the Plan and any determination by the Committee under
any provision of the Plan or any such Award shall be final and conclusive for
all purposes. Neither the Committee nor any member thereof shall be liable for
any act, omission, interpretation, construction or determination made in
connection with the Plan in good faith, and the members of the Committee shall
be entitled to indemnification and reimbursement by the Company in respect of
any claim, loss, damage or expense (including counsel fees) arising therefrom
to the full extent permitted by law. The members of the Committee shall be
named as insureds under any directors and officers liability insurance
coverage that may be in effect from time to time.
The Committee shall have authority to grant Options, to
determine the purchase price of the Stock covered by each Option (the
"Exercise Price"), the term of each Option, the key employees to whom, and the
times at which, Options shall be granted, whether the Option shall be a
Nonqualified Option or an Incentive Stock Option
<PAGE>
and the number of shares to be covered by each Option; to determine which
Options shall be accompanied by Rights; and to grant Rights without or in tandem
with accompanying Options, to determine the key employees to whom, and the time
or times at which, such Rights shall be granted, and the Exercise Price of, the
term of, and the number of shares of Stock subject to a Right. All decisions
made by the Committee in selecting the persons to whom Awards shall be granted,
in establishing the number of shares covered by each Award and the other terms
and provisions thereof, and in construing the provisions of the Plan and the
Agreements shall be final.
Only key employees of the Company and its Affiliates shall be
eligible to receive Awards under the Plan. In making an Award to an employee,
the Committee shall take into consideration the contribution the employee has
made or may make to the success of the Company or its Affiliates and such
other considerations as the Committee shall determine. The Committee shall
also have the authority to consult with and receive recommendations from
officers and other employees of the Company and its Affiliates with regard to
these matters. In no event shall any employee, his legal representatives,
heirs, legatees, distributees, or successors have any right to participate in
the Plan, except to such extent, if any, as the Committee shall determine.
III. Shares Subject to the Plan
The aggregate number of shares which may be issued under
Awards granted under the Plan shall not exceed 3,000,000 shares of Stock of
the Company. Such shares may consist of authorized but unissued shares of
Stock or previously issued shares reacquired by the Company. Any of such
shares which remain unsold and which are not subject to outstanding Awards at
the termination of the Plan shall cease to be subject to the Plan, but until
termination of the Plan and the expiration of all Awards granted under the
Plan, the Company shall at all times make available a sufficient number of
shares to meet the requirements of the Plan and the outstanding Awards. If any
Award in whole or in part, expires or terminates unexercised or is cancelled
or forfeited, the shares theretofore subject to such Award may again be
subject to an Award granted under the Plan. The aggregate number of shares
which may be issued under Awards granted under the Plan shall be subject to
adjustment as provided in Article V hereof. Exercise of an Award in any manner
shall result in a decrease in the number of shares of Stock which may
thereafter be available for purposes of the Plan by the number of shares as to
which the Award is exercised or cancelled.
IV. Grants of Options and Rights
A. Options. Options granted under the Plan shall be of such
type (Nonqualified Option or Incentive Stock Option) and for such
number of shares of Stock and subject to such terms and conditions,
which may include without limitation the achievement of specific goals,
as the Committee shall designate. The Committee may grant Options at
any time and from time to time through, but not after, December 31,
1999 to any individual eligible to receive the same.
No employee shall be eligible to receive any
Incentive Stock Option if, on the Grant Date (as defined below), such
employee owns (including ownership through the attribution provisions
of Section 425 of the Code), in excess of 10% of the outstanding voting
stock of the Company or an Affiliate unless the Exercise Price for the
shares of Stock subject to the Option is at least 110% of the fair
market value of the shares of Stock on the date the Option is granted
(the "Grant Date").
To the extent that the aggregate fair market value
(determined at the Grant Date) of Stock with respect to which Incentive
Stock Options (determined without regard to this sentence) are
exercisable for the first time by any individual during any calendar
year (under all plans of the Company and its Affiliates) exceeds
$100,000, such Options shall be treated as Nonqualified Options (this
sentence shall be applied by taking Incentive Stock Options into
account in the order in which they were granted).
B. Rights. A Right shall entitled the holder thereof to
receive from the Company an amount equal to the Market Value Per Share
on the exercise date, over the Exercise Price, multiplied by the total
number of shares of Stock for which the Right is exercised. The amount
payable by the Company upon the exercise of a Right may be paid in cash
or in shares of Stock or in any combination thereof as the Committee in
its sole discretion shall determine, but no fractional shares shall be
issuable pursuant to any Right. Rights may be granted by the Committee
to any individual eligible to receive the same at any time and from
time to time through, but not after, December 31, 1999. A Right may,
but need not, relate to a specific Option granted under this Plan. If a
Right relates to a specific Option, it may be granted either
concurrently with the Option or at any time prior to the exercise,
termination, cancellation or expiration of such Option.
<PAGE>
The Committee may fix such waiting periods, exercise dates or
other limitations as it shall deem appropriate with respect to Rights
granted under the Plan including, without limitation, the achievement of
specific goals; provided, however, that each Right granted hereunder shall
be exercisable only upon consent of the Committee; and provided further,
that and Right that relates to a specific Option shall be exercisable only
when and to the extent that the Option to which it relates is exercisable.
C. Terms of Options and Rights. Options and Rights granted
pursuant to this Plan shall be evidenced by Agreements that shall comply
with and be subject to the following terms and conditions and may contain
such other provisions, consistent with this Plan, as the Committee shall
deem advisable. Rights that relate to a specific Option, however, may be
evidenced by the Agreement setting forth the Option to which such Rights
relate, or an amendment thereto. References herein to agreements shall
include, to the extent applicable, any amendments to such agreements.
1. Payment of Option Exercise Price. Upon exercise of
an Option, the full Exercise Price for the shares with
respect to which the Option is being exercised shall be
payable to the Company (i) in cash or by check payable and
acceptable to the Company, (ii) subject to the approval of
the Committee, by tendering to the Company shares of Stock
owned by the optionee having an aggregate Market Value Per
Share as of the date of exercise and tender that is not
greater than the full Exercise Price for the shares with
respect to which the Option is being exercised and by paying
any remaining amount of the Exercise Price as provided in
(i) above, or (iii) subject to such instructions as the
Committee may specify, at the 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 the optionee, provided that the optionee has
irrevocably instructed such broker to remit directly to the
Company on the optionee's behalf the full amount of the
Exercise Price from the proceeds of such sale. In the event
that the optionee 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 Option less the number of shares being tendered upon
the exercise and return to the optionee (or not require
surrender of) the certificate for the shares being tendered
upon the exercise. Payment instruments will be received
subject to collection.
2. Number of Shares. Each Agreement shall state the
total number of shares of Stock that are subject to the
Option and/or Right.
3. Exercise Price. The Exercise Price for each Option
and Right shall be fixed by the Committee at the Grant Date,
but in no event may the Exercise Price per share be less
than the Market Value Per Share on the Grant Date.
4. Market Value Per Share. The "Market Value Per Share"
as of any particular date shall be determined by any fair
and reasonable means determined by the Committee, which may
include, if the Stock is listed for trading on a national or
regional stock exchange, the closing price quoted on such
exchange which is published in the Wall Street Journal
reports for the day of the grant, or if no trade of the
Stock shall have been reported for such date, the closing
price quoted on such exchange which is published in the Wall
Street Journal reports for the next day prior thereto on
which a trade of the Stock was so reported, or if the shares
are not so listed or admitted to trading, the average of the
highest reported bid and lowest reported asked prices as
furnished by the National Association of Securities Dealers,
Inc., through NASDAQ, or through a similar organization if
NASDAQ is no longer reporting such information. If shares of
the Stock are not listed or admitted to trading on any
exchange or quoted through NASDAQ or any similar
organization, the "Market Value Per Share" shall be
determined by the Committee in good faith using any fair and
reasonable means selected in its discretion.
5. Term. The term of each Option and/or Right shall be
determined by the Committee at the Grant Date; provided,
however, that each Option and/or Right shall,
notwithstanding anything in the Plan or an Agreement to the
contrary, expire not more than ten years from the Grant Date
or, if earlier, the date specified in the Agreement.
6. Date of Exercise. In the discretion of the
Committee, each Agreement may contain a provision not
inconsistent with Article V.E. stating that the Option
and/or Right granted therein may not be exercised in whole
or in part for a period or periods of time specified in such
Agreement, subject to Article V.E., and except as so
specified therein, any Option or Right may be exercised in
whole at any time or in part from time to time during its
term. The Committee may, however, at any
<PAGE>
time, in its sole discretion amend any outstanding Option or
Right to accelerate the time that such Option or Right shall
be exercisable or to provide that the time for exercising
such Option or Right shall be accelerated upon the
occurrence of a specified event. Notwithstanding the
foregoing, however, subject to Article V.E., no Option or
Right, or any portion thereof, may be exercisable until at
least six months after the date of grant of such Option or
Right.
7. Termination of Employment. In the event that an
individual's employment with the Company and its Affiliates
shall terminate for reasons other than (i) retirement
pursuant to a retirement plan of the Company or one of its
Affiliates ("retirement"), (ii) permanent disability or
(iii) death, the individual's Options and/or Rights shall be
exercisable by him, subject to subsections 5 and 6 above,
only within three months after such termination, but only to
the extent the Option and/or Right was exercisable
immediately prior to such termination of employment, unless
the Committee, in its discretion and on an individual basis,
provides with respect to senior management and other key
employees that the stock options or SARs granted to such
employees remain exercisable following termination of
employment for the full term of the stock option or SAR.
If, however, any termination of employment is due to
retirement or permanent disability, the individual shall
have the right, subject to the provisions of subsections 5
and 6 above, to exercise any Option and/or any Right at any
time within the 12 months after such termination of
employment, but only to the extent that the Option and/or
Right was exercisable immediately prior to such termination
of employment.
Whether any termination of employment is due to
retirement or permanent disability and whether an authorized
leave of absence or absence on military or government
service or for other reasons shall constitute a termination
of employment for the purposes of the Plan shall be
determined by the Committee.
If an individual shall die while entitled to exercise
an Option and/or Right, the individual's estate, personal
representative or beneficiary, as the case may be, shall
have the right, subject to the provisions of subsections 5
and 6 above, to exercise the Option and/or Right, if any, at
any time within 12 months from the date of the optionee's
death, to the extent that the optionee was entitled to
exercise the same on the day immediately prior to the
optionee's death.
The Committee may, in its discretion, accelerate the
exercisability of all or part of an individual's Option
and/or Rights that are not exercisable as of his date of
retirement, permanent disability or death.
D. The right of an individual to exercise an Option or Right
shall terminate to the extent that such Option or Right is exercised
and, to the extent that a Right relates to a specific Option, the
exercise of the Right shall terminate a corresponding portion of the
related Option and, conversely, to the extent that such optionee
exercises the related Option, a corresponding portion of such Right
shall terminate.
E. Options and Rights may be granted under the Plan from time
to time in substitution for stock options and stock appreciation rights
held by employees of corporations who become key employees of the
Company or of any Affiliate as a result of a merger or consolidation of
the employer corporation with the Company or such Affiliate, or the
acquisition by the Company or an Affiliate of assets of the employer
corporation or the acquisition by the Company or an Affiliate of stock
of the employer corporation, with the result that such employer
corporation becomes an Affiliate.
V. Recapitalization or Reorganization
A. The existence of the Plan and the Awards granted hereunder
shall not affect in any way the right or power of the Board or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the
Company, any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting Stock or the rights thereof, the
dissolution or liquidation of the Company or any sale or transfer of
all or any part of its assets or business, or any other corporate act
or proceeding.
B. The shares with respect to which Awards may be granted are
shares of Stock as presently constituted, but if, and whenever, prior
to the termination of the Plan or the expiration of an Award
theretofore
<PAGE>
granted, the Company shall effect a subdivision or consolidation of
shares of Stock or the payment of a stock dividend on Stock without
receipt of consideration by the Company, the remaining shares of Stock
available under the Plan and the number of shares of Stock with
respect to which such Award may thereafter be exercised (i) in the
event of an increase in the number of outstanding shares, shall be
proportionately increased and the Exercise Price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the
number of outstanding shares, shall be proportionately reduced, and
the Exercise Price per share shall be proportionately increased.
C. Except as may otherwise be expressly provided in the Plan, the
issuance by the Company of shares of stock of any class or securities
convertible into shares of stock of any class, for cash, property,
labor or services, upon direct sale, upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect
to, the number of shares of Stock available under the Plan or subject
to Awards theretofore granted or the Exercise Price per share of
outstanding Awards.
D. If the Company effects a recapitalization or otherwise
materially changes its capital structure (both of the foregoing are
herein referred to as a "Fundamental Change"), then thereafter upon any
exercise of an Option theretofore granted the optionee shall be
entitled to purchase under such Option, in lieu of the number of shares
of Stock as to which such Option shall then be exercisable, the number
and class of shares of stock and securities to which the optionee would
have been entitled pursuant to the terms of the Fundamental Change if,
immediately prior to such Fundamental Change, the optionee had been the
holder of record of the number of shares of Stock as to which such
Option is then exercisable.
E. If a Corporate Change (as defined below) shall occur, then
as of its Effective Date (as defined below) the Committee, acting in
its sole discretion without the consent or approval of any optionee,
shall effect one or more of the following Alternatives (as defined
below) or a combination of Alternatives with respect to all outstanding
Awards.
A "Corporate Change" shall have occurred if:
(i) the Company shall not be the surviving entity in
any merger or consolidation (or survives only as a
subsidiary of another entity),
(ii) the Company sells, exchanges, disposes or
otherwise transfers all or substantially all of its assets
to any other person or entity (other than a wholly-owned
subsidiary),
(iii) any person or entity (including a "group" as
contemplated by Section 13(d)(3) of the 1934 Act) after the
date hereof acquires or gains ownership or control of
(including, without limitation, power to vote) more than 50%
of the outstanding shares of Stock,
(iv) the Company is to be dissolved and liquidated, or
(v) as a result of or in connection with a contested
election of directors, the persons who were directors of the
Company before such election shall cease to constitute a
majority of the Board.
The "Effective Date" shall be a date selected by the
Committee, which (a) in the event of the occurrence of a Corporate
Change specified in clause (i), (ii) or (iv) above, shall be no later
than a date determined by the Committee to be far enough in advance of
the date of such Corporate Change to permit each optionee to exercise
such optionee's Options to purchase shares of Stock and participate
therewith in such Corporate Change or (b) in the event of the
occurrence of a Corporate Change specified in Clause (iii) or (v)
above, shall be no later than thirty days after such Corporate Change.
For purposes of the Corporate Changes described in (iii) and
(v) above, the "Committee" shall be either the Committee as constituted
prior to the occurrence of such Corporate Change or, if no Committee
had been appointed, the Board as constituted prior to the occurrence of
such Corporate Change.
<PAGE>
The "Alternatives" are:
(1) In the case of a Corporate Change specified in
clauses (i), (ii) or (iv), the Committee may accelerate the
time at which Awards then outstanding may be exercised so
that such Awards may be exercised in full for a limited
period of time on or before a specified date fixed by the
Committee, after which specified date all unexercised Awards
and all rights of optionees thereunder shall terminate;
(2) The Committee may accelerate the time at which
Awards then outstanding may be exercised so that such Awards
may be exercised in full for their then remaining term; or
(3) The Committee may require the mandatory
surrender to the Company of outstanding Awards held by such
optionees (irrespective or whether such Awards are then
exercisable under the provisions of the Plan) as of a date,
before or not later than sixty days after such Corporate
Change, specified by the Committee, and in such event the
Committee shall thereupon cancel such Awards and the Company
shall pay to each optionee an amount of cash equal to the
excess of the fair market value of the aggregate share of
Stock subject to such Award, determined as of the date such
Corporate Change is effective, over the aggregate Exercise
Price of such shares.
The Alternatives may be made conditional on the occurrence of any of
the Corporate Changes specified in clauses (i) through (v) above and may
vary among individual optionees. Notwithstanding the foregoing, the
Committee shall not select an Alternative (unless consented to be the
optionee) such that, if an optionee exercised his accelerated Award
pursuant to Alternative (1) or (2) and participated in a transaction
specified in clause (i), (ii) or (iv) or received cash pursuant to
Alternative (3), the Alternative would result in the optionee's owing any
money by virtue of operation of Section 16(b) of the 1934 Act. If all such
Alternatives have such a result, the Committee shall take such action,
which is hereby authorized, to put such optionees in as close to the same
position as such optionee would have been in had Alternative (1), (2) or
(3) been selected but without resulting in any payment by such optionee
pursuant to Section 16(b) of the 1934 Act.
Notwithstanding the foregoing, (1) with the consent of the optionee,
the Committee may in lieu of the foregoing make such provision with respect
to any Corporate Change as it deems appropriate, and (2) in the event that
a Corporate Change described in Clauses (i), (ii) or (iii) occurs, but such
Corporate Change does not result in any effective change in ownership or
control of the Company, the Committee shall make such adjustments in the
designation and number of unpurchased shares subject to this Plan, the
number of shares subject to Awards outstanding under this Plan, the
Exercise Price specified in Awards outstanding under the Plan, and such
other terms and provisions of the Awards outstanding under this Plan as the
Committee may determine to be appropriate and equitable.
VI. Employee's Agreement
If, at the time of the exercise of any Award, in the opinion
of counsel for the Company, it is necessary or desirable, in order to comply
with any then applicable laws or regulations relating to the sale of
securities, for the individual exercising the Award to agree to hold any
shares issued to the individual for investment and without intention to resell
or distribute the same and for the individual to agree to dispose of such
shares only in compliance with such laws and regulations, the individual will,
upon the request of the Company, execute and deliver to the Company a further
agreement to such effect.
VII. Withholding for Taxes
Any cash payment under the Plan shall be reduced by any
amounts required to be withheld or paid with respect thereto under all present
or future federal, state and local taxes and other laws and regulations that
may be in effect as of the date of each such payment ("Tax Amounts"). Any
issuance of Stock pursuant to the exercise of an Award under the Plan shall
not be made until appropriate arrangements have been made for the payment of
any amounts that may be required to be withheld or paid with respect thereto.
Such arrangements may, at the discretion of the Committee, include any
arrangements similar to those permissible for payment of the Exercise Price of
Awards.
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VIII. Termination of Authority to Grant Awards
No Awards will be made pursuant to this Plan after December
31, 1999.
IX. Amendment and Termination
The Board may from time to time and at any time alter, amend,
suspend, discontinue or terminate this Plan and any Awards hereunder;
provided, that no change in any Award theretofore granted may be made which
would impair the rights of the optionee, or cause the Plan to not satisfy the
requirements of Rule 16b-3, without the consent of such optionee.
X. Preemption by Applicable Laws and Regulations
Anything in the Plan or any Agreement entered into pursuant to
the Plan to the contrary notwithstanding, if, at any time specified herein or
therein for the making of any determination, the issuance or other distribution
of shares of Stock, the payment of consideration to an employee as a result of
the exercise of any Right, as the case may be, any law,regulation or requirement
of any governmental authority having jurisdiction in the premises shall require
either the Company or the employee (or the employee's beneficiary), as the case
may be, to take any action in connection with any such determination, the shares
then to be issued or distributed, or such payment, the issue or distribution of
such shares or the making of such determination or payment, as the case may be,
shall be deferred until such action shall have been taken.
XI. Miscellaneous
A. No Employment Contract. Nothing contained in the Plan shall be
construed as conferring upon any employee the right to continue in the
employ of the Company or any Affiliate.
B. Employment with Affiliates. Employment by the Company for the
purpose of this Plan shall be deemed to include employment by, and to
continue during any period in which an employee is in the employment
of, any Affiliate.
C. No Rights as a Stockholder. An employee shall have no rights
as a stockholder with respect to shares covered by such employee's
Award until the date of the issuance of shares to the employee
pursuant thereto. No adjustment will be made for dividends or other
distributions or rights for which the record date is prior to the date
of such issuance.
D. No Right to Corporate Assets. Nothing contained in the Plan
shall be construed as giving any employee, such employee's
beneficiaries or any other person any equity or other interest of any
kind in any assets of the Company or any Affiliate or creating a trust
of any kind or a fiduciary relationship of any kind between the
Company or an Affiliate and any such person.
E. No Restriction on Corporate Action. Nothing contained in the
Plan shall be construed to prevent the Company or any Affiliate from
taking any corporate action that is deemed by the Company or such
Affiliate to be appropriate or in its best interest, whether or not
such action would have an adverse effect on the Plan or any Award made
under the Plan. No employee, beneficiary or other person shall have
any claim against the Company or any Affiliate as a result of any such
action.
F. Non-assignability. Neither an employee nor an employee's
beneficiary shall have the power or right to sell, exchange, pledge,
transfer, assign or otherwise encumber or dispose of such employee's
or beneficiary's interest arising under the Plan or any Award received
under the Plan; nor shall such interest be subject to seizure for the
payment of an employee's or beneficiary's debts, judgments, alimony,
or separate maintenance or be transferable by operation of law in the
event of an employee's or beneficiary's bankruptcy or insolvency and
to the extent any such interest arising under the Plan or an Award
received under the Plan is awarded to a spouse pursuant to any divorce
proceeding, such interest shall be deemed to be terminated and
forfeited notwithstanding any vesting provisions or other terms herein
or in the agreement evidencing such Award.
G. Application of Funds. The proceeds received by the Company
from the sale of shares pursuant to the Plan will be used for general
corporate purposes.
<PAGE>
H. Governing Law; Construction. All rights and obligations under
the Plan shall be governed by, and the Plan shall be construed in
accordance with, the laws of the State of Delaware without regard to
the principles of conflicts of laws. Titles and headings to Sections
herein are for purposes of reference only, and shall in no way limit,
define or otherwise affect the meaning or interpretation of any
provisions of the Plan.
Adopted effective as of January 1, 1990, as amended through
May 24, 1996
TETRA TECHNOLOGIES, INC.
