Common use of Escrow of Restricted Stock Clause in Contracts

Escrow of Restricted Stock. The Restricted Stock shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records of the Company’s transfer agent or, at the discretion of the Company, by a stock certificate issued and registered in the Participant’s name, in each case subject to the restrictions set forth in this Restricted Stock Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Stock shall be held in custody by the Company until the restrictions thereon have lapsed, and as a condition of this award, the Participant shall deliver to the Company a stock power in substantially the form of Exhibit A attached hereto, endorsed in blank, with respect to any certificated shares of Restricted Stock. The shares of Restricted Stock which are the subject of this Restricted Stock Agreement shall be subject to the following legend: The shares represented by this certificate or book-entry registration have been issued pursuant to the terms of the TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan 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 [ ], 20[ ]. In addition, the shares of Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the Company may deem advisable under applicable securities laws, or to implement the terms, conditions or restrictions hereunder. 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate, without such restrictive legend, in each case only 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, 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, in each case only to the extent such action has not previously been taken in accordance with the preceding sentence.

Escrow of Restricted Stock. The Restricted Stock shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records of the Company’s transfer agent or, at the discretion of the Company, by a stock certificate issued and registered in the Participant’s name, in each case subject to the restrictions set forth in this Restricted Stock Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Stock shall be held in custody by the Company until the restrictions thereon have lapsed, and as a condition of this award, the Participant shall deliver to the Company a stock power in substantially the form of Exhibit A attached hereto, endorsed in blank, with respect to any certificated shares of Restricted Stock. The shares of Restricted Stock which are the subject of this Restricted Stock Agreement shall be subject to the following legend: The shares represented by this certificate or book-entry registration have been issued pursuant to the terms of the TETRA Technologies, Inc. Third Amended and Restated 2011 2007 Long Term 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 [ ], 20[ ]. In addition, the shares of Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the Company may deem advisable under applicable securities laws, or to implement the terms, conditions or restrictions hereunder. 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate, without such restrictive legend, in each case only 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, 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, in each case only to the extent such action has not previously been taken in accordance with the preceding sentence.

Escrow of Restricted Stock. The Restricted Stock shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records of the Company’s transfer agent or, at the discretion of the Company, by a stock certificate issued and registered in the Participant’s name, in each case subject to the restrictions set forth in this Restricted Stock Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Stock shall be held in custody by the Company until the restrictions thereon have lapsed, and as a condition of this award, the Participant shall deliver to the Company a stock power in substantially the form of Exhibit A attached hereto, endorsed in blank, with respect to any certificated shares of Restricted Stock. The shares of Restricted Stock which are the subject of this Restricted Stock Agreement shall be subject to the following legend: The shares represented by this certificate or book-entry registration have been issued pursuant to the terms of the TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan 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 [ ], 20[ ]. In addition, the shares of Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the Company may deem advisable under applicable securities laws, or to implement the terms, conditions or restrictions hereunder. 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate, without such restrictive legend, in each case only 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, 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, in each case only to the extent such action has not previously been taken in accordance with the preceding sentence.

Escrow of Restricted Stock. The Restricted Stock shall be represented by uncertificated shares designated for the Participant Xxxxxxxx in book-entry registration on the records of the Company’s transfer agent or, at the discretion of the Company, by a stock certificate issued and registered in the Participant’s Xxxxxxxx’x name, in each case subject to the restrictions set forth in this Restricted Stock Award Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Stock shall be held in custody by the Company until the restrictions thereon have lapsed, and as a condition of this award, the Participant Xxxxxxxx shall deliver to the Company a stock power in substantially the form of Exhibit A attached hereto, endorsed in blank, with respect to any certificated shares of Restricted Stock. The shares of Restricted Stock which are the subject of this Restricted Stock Award Agreement shall be subject to the following legend: The shares represented by this certificate or book-entry registration have been issued pursuant to the terms of the Award Agreement between TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan Xxxxxx Xxxxxxxx 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 this Award Agreement dated [ ]June 16, 20[ ]2014. In addition, the shares of Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the Company may deem advisable under applicable securities laws, or to implement the terms, conditions or restrictions hereunder. 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 Section 2(c) below, the Company will cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate, without such restrictive legend, in each case only 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 ParticipantXxxxxxxx. Following the expiration of the Restricted Period, the Company will cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, 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, in each case only to the extent such action has not previously been taken in accordance with the preceding sentence.

Escrow of Restricted Stock. The Restricted Stock shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records of the Company’s transfer agent or, at the discretion of the Company, by a stock certificate issued and registered in the Participant’s name, in each case subject to the restrictions set forth in this Restricted Stock Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Stock shall be held in custody by the Company until the restrictions thereon have lapsed, and as a condition of this award, the Participant shall deliver to the Company a stock power in substantially the form of Exhibit A attached hereto, endorsed in blank, with respect to any certificated shares of Restricted Stock. The shares of Restricted Stock which are the subject of this Restricted Stock Agreement shall be subject to the following legend: The shares represented by this certificate or book-entry registration have been issued pursuant to the terms of the TETRA Technologies, Inc. Third Amended and Restated 2011 2007 Long Term 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 [ ], 20[ ]20 . In addition, the shares of Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the Company may deem advisable under applicable securities laws, or to implement the terms, conditions or restrictions hereunder. 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate, without such restrictive legend, in each case only 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, 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, in each case only to the extent such action has not previously been taken in accordance with the preceding sentence.

Escrow of Restricted Stock. The (i) To insure the availability for delivery of the Grantee’s Restricted Stock shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records upon cessation of the Grantee’s employment with X.X. Xxxxxx Company’s transfer agent or, at Inc. or any Affiliate thereof (the discretion “Employer”) prior to the expiration of the Restricted Period (as defined in Section 2(a) below), the Grantee hereby appoints the Secretary of the Company, or any other person designated by a the Company as escrow agent, as its attorney-in-fact to assign and transfer unto the Company such Restricted Stock, if any, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Stock, together with the stock certificate issued and registered assignment duly endorsed in the Participant’s nameblank, in each case subject to the restrictions set forth in this attached hereto as Exhibit A-1. The Restricted Stock Agreement. Any book-entry uncertificated shares or and stock certificates evidencing the Restricted Stock assignment shall be held in custody by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Grantee attached as Exhibit A-2 hereto, until such time the restrictions thereon have lapsedRestricted Period has lapsed with respect to the Restricted Stock, and or until such time as this Agreement no longer is in effect. As a further condition of to the Company’s obligations under this awardAgreement, the Participant spouse of the Grantee, if any, shall execute and deliver to the Company a stock power in substantially the form Consent of Spouse attached hereto as Exhibit A attached hereto, endorsed in blank, A-3. Once the Restricted Period has lapsed with respect to any certificated the Restricted Stock, the escrow agent shall promptly deliver to the Grantee the certificate or certificates representing such shares of Restricted Stock. The shares of Restricted Common Stock which are in the subject of this Restricted Stock Agreement shall be subject escrow agent’s possession belonging to the following legend: The shares represented by this certificate or book-entry registration have been issued pursuant to Grantee in accordance with the terms of the TETRA TechnologiesJoint Escrow Instructions, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan and may the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates if so required pursuant to other restrictions imposed pursuant to this Agreement. (ii) The Company or its designee shall not be sold, pledged, transferred, assigned liable for any act it may do or otherwise encumbered in any manner except as is set forth in the terms of the Restricted Stock Agreement dated [ ], 20[ ]. In addition, omit to do with respect to holding the shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (iii) Any purported transfer or sale of the shares of Common Stock shall be subject to such stop-restrictions on transfer orders imposed by any applicable state and other restrictive measures as the Company may deem advisable under applicable Federal securities laws, or to implement the terms, conditions or restrictions hereunder. Following the vesting of any portion of the Any transferee shall hold such shares of Common Stock subject to all the Restricted Stock provisions hereof and shall acknowledge the removal same by signing a copy of any restrictions thereon in accordance with Paragraph 4 below, the Company will cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate, without such restrictive legend, in each case only 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, 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, in each case only to the extent such action has not previously been taken in accordance with the preceding sentencethis Agreement.

Escrow of Restricted Stock. The Restricted Stock shall be represented by uncertificated shares designated for the Participant Sxxxxxx in book-entry registration on the records of the Company’s transfer agent or, at the discretion of the Company, by a stock certificate issued and registered in the Participant’s Sxxxxxx’x name, in each case subject to the restrictions set forth in this Restricted Stock Equity Award Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Stock shall be held in custody by the Company until the restrictions thereon have lapsed, and as a condition of this award, the Participant Sxxxxxx shall deliver to the Company a stock power in substantially the form of Exhibit A attached hereto, endorsed in blank, with respect to any certificated shares of Restricted Stock. The shares of Restricted Stock which are the subject of this Restricted Stock Equity Award Agreement shall be subject to the following legend: The shares represented by this certificate or book-entry registration have been issued pursuant to the terms of the Equity Award Agreement between TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan Exxxxx X. Xxxxxxx 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 this Equity Award Agreement dated [ ]August 15, 20[ ]2012. In addition, the shares of Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the Company may deem advisable under applicable securities laws, or to implement the terms, conditions or restrictions hereunder. 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 Section 6 below, the Company will cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate, without such restrictive legend, in each case only 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 ParticipantSxxxxxx. Following the expiration of the Restricted Period, the Company will cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, 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, in each case only to the extent such action has not previously been taken in accordance with the preceding sentence.

Escrow of Restricted Stock. The Restricted Stock shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records of the Company’s transfer agent or, at the discretion of the Company, by a stock certificate issued and registered in the Participant’s name, in each case subject to the restrictions set forth in this Restricted Stock Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Stock shall be held in custody by the Company until the restrictions thereon have lapsed, and as a condition of this award, the Participant shall deliver to the Company a stock power in substantially the form of Exhibit A attached hereto, endorsed in blank, with respect to any certificated shares of Restricted Stock. The shares of Restricted Stock which are the subject of this Restricted Stock Agreement shall be subject to the following legend: The shares represented by this certificate or book-entry registration have been issued pursuant to the terms of the TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan 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 [ ], 20[ ]. In addition, the shares of Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the Company may deem advisable under applicable securities laws, or to implement the terms, conditions or restrictions hereunder. 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate, without such restrictive legend, in each case only 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, 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, in each case only to the extent such action has not previously been taken in accordance with the preceding sentence.

Escrow of Restricted Stock. The (i) To insure the availability for delivery of Grantee’s Restricted Stock shall be represented by uncertificated shares designated for in the Participant in book-entry registration on event of termination of Grantee’s [employment with the records of Company or the Company’s transfer agent oraffiliate] [service to the Company] prior to the expiration of the Restricted Period (as defined in Section 2(b) below), at Grantee hereby appoints the discretion Secretary of the Company, or any other person designated by a the Company as escrow agent, as its attorney-in-fact to, assign and transfer unto the Company such Restricted Stock, if any, upon execution of this Agreement, deliver 1 This form is to be used for restricted stock certificate issued grants to all grantees, other than for automatic restricted stock grants to non-officer/non-employee directors of the Company. A separate restricted stock agreement has been prepared for such automatic grants. and registered deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Stock, together with the stock assignment duly endorsed in the Participant’s nameblank, in each case subject to the restrictions set forth in this attached hereto as Exhibit A-1. The Restricted Stock Agreement. Any book-entry uncertificated shares or and stock certificates evidencing the Restricted Stock assignment shall be held in custody by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Grantee attached as Exhibit A-2 hereto, until such time the restrictions thereon have lapsedRestricted Period has lapsed with respect to the Restricted Stock, and or until such time as this Agreement no longer is in effect. As a further condition of to the Company’s obligations under this awardAgreement, the Participant spouse of the Grantee, if any, shall execute and deliver to the Company a stock power in substantially the form Consent of Spouse attached hereto as Exhibit A attached hereto, endorsed in blank, A-3. Once the Restricted Period has lapsed with respect to any certificated the Restricted Stock, the escrow agent shall promptly deliver to the Grantee the certificate or certificates representing such shares of Restricted Stock. The shares of Restricted Common Stock which are in the subject of this Restricted Stock Agreement shall be subject escrow agent’s possession belonging to the following legend: The shares represented by this certificate or book-entry registration have been issued pursuant to Grantee in accordance with the terms of the TETRA TechnologiesJoint Escrow Instructions, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan and may the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates if so required pursuant to other restrictions imposed pursuant to this Agreement. (ii) The Company or its designee shall not be sold, pledged, transferred, assigned liable for any act it may do or otherwise encumbered in any manner except as is set forth in the terms of the Restricted Stock Agreement dated [ ], 20[ ]. In addition, omit to do with respect to holding the shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (iii) Any purported transfer or sale of the shares of Common Stock shall be subject to such stop-restrictions on transfer orders imposed by any applicable state and other restrictive measures as the Company may deem advisable under applicable federal securities laws, or to implement the terms, conditions or restrictions hereunder. Following the vesting of any portion of the Any transferee shall hold such shares of Common Stock subject to all the Restricted Stock provisions hereof and shall acknowledge the removal same by signing a copy of any restrictions thereon in accordance with Paragraph 4 below, the Company will cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate, without such restrictive legend, in each case only 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, 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, in each case only to the extent such action has not previously been taken in accordance with the preceding sentencethis Agreement.

Escrow of Restricted Stock. The Restricted Stock shall be represented by uncertificated shares designated for the Participant Pxxxxx in book-entry registration on the records of the Company’s transfer agent or, at the discretion of the Company, by a stock certificate issued and registered in the Participant’s Pxxxxx’x name, in each case subject to the restrictions set forth in this Restricted Stock Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Stock shall be held in custody by the Company until the restrictions thereon have lapsed, and as a condition of this award, the Participant Pxxxxx shall deliver to the Company a stock power in substantially the form of Exhibit A attached hereto, endorsed in blank, with respect to any certificated shares of Restricted Stock. The shares of Restricted Stock which are the subject of this Restricted Stock Agreement shall be subject to the following legend: The shares represented by this certificate or book-entry registration have been issued pursuant to the terms of the Employee Restricted Stock Agreement between TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan Pxxxx X. Xxxxxx and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as is set forth in the terms of the this Employee Restricted Stock Agreement dated [ ]November 15, 20[ ]2011. In addition, the shares of Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the Company may deem advisable under applicable securities laws, or to implement the terms, conditions or restrictions hereunder. 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 5 below, the Company will cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate, without such restrictive legend, in each case only 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 ParticipantPxxxxx. Following the expiration of the Restricted Period, the Company will cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, 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, in each case only to the extent such action has not previously been taken in accordance with the preceding sentence.

Escrow of Restricted Stock. The (i) To insure the availability for delivery of the Grantee’s Restricted Stock shall be represented by uncertificated shares designated for the Participant in book-entry registration on the records upon cessation of all services of the Company’s transfer agent orGrantee to the Company prior to the expiration of the Restricted Period (as defined in Section 2(a) below), at the discretion Grantee hereby appoints the Secretary of the Company, by a stock certificate issued and registered in the Participant’s name, in each case subject to the restrictions set forth in this Restricted Stock Agreement. Any book-entry uncertificated shares or stock certificates evidencing the Restricted Stock shall be held in custody any other person designated by the Company until as escrow agent, as its attorney-in-fact to assign and transfer unto the restrictions thereon have lapsedCompany such Restricted Stock, and as a condition if any, upon execution of this awardAgreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the Participant shall deliver to share certificates representing the Company a Restricted Stock, together with the stock power in substantially the form of Exhibit A attached hereto, assignment duly endorsed in blank, attached hereto as Exhibit A-1. The Restricted Stock and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Grantee attached as Exhibit A-2 hereto, until such time the Restricted Period has lapsed with respect to any certificated the Restricted Stock, or until such time as this Agreement no longer is in effect. Once the Restricted Period has lapsed with respect to the Restricted Stock, the escrow agent shall promptly deliver to the Grantee the certificate or certificates representing such shares of Restricted Stock. The shares of Restricted Common Stock which are in the subject of this Restricted Stock Agreement shall be subject escrow agent’s possession belonging to the following legend: The shares represented by this certificate or book-entry registration have been issued pursuant to Grantee in accordance with the terms of the TETRA TechnologiesJoint Escrow Instructions, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan and may the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates if so required pursuant to other restrictions imposed pursuant to this Agreement. (ii) The Company or its designee shall not be sold, pledged, transferred, assigned liable for any act it may do or otherwise encumbered in any manner except as is set forth in the terms of the Restricted Stock Agreement dated [ ], 20[ ]. In addition, omit to do with respect to holding the shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment. (iii) Any purported transfer or sale of the shares of Common Stock shall be subject to such stop-restrictions on transfer orders imposed by any applicable state and other restrictive measures as the Company may deem advisable under applicable Federal securities laws, or to implement the terms, conditions or restrictions hereunder. Following the vesting of any portion of the Any transferee shall hold such shares of Common Stock subject to all the Restricted Stock provisions hereof and shall acknowledge the removal same by signing a copy of any restrictions thereon in accordance with Paragraph 4 below, the Company will cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, issue a stock certificate, without such restrictive legend, in each case only 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 cause all restrictions to be removed from book-entry registrations or, at the Company’s discretion, 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, in each case only to the extent such action has not previously been taken in accordance with the preceding sentencethis Agreement.