SHARE-BASED COMPENSATION

We have adopted stock incentive plans and other arrangements pursuant to which our Board of Directors (the “Board”) may grant stock options, restricted stock, stock units, stock appreciation rights, common stock or performance awards to officers, directors and key employees. At September 30, 2016, there were approximately 0.8 million stock options, restricted stock units and performance awards outstanding to officers, directors and key employees. The exercise price, terms and other conditions applicable to each form of share-based compensation under our plans are generally determined by the Compensation Committee of our Board at the time of grant and may vary.

Our share-based payments consist primarily of stock units, performance awards, common stock and stock options. In May 2016, our shareholders approved the 2016 Team, Inc. Equity Incentive Plan (the “Plan”), which replaced all of our previous equity compensation plans. The Plan authorizes the issuance of share-based awards representing up to 2,000,000 shares of common stock. Shares issued in connection with our share-based compensation are issued out of authorized but unissued common stock.

In connection with the acquisition of Furmanite in February 2016, we assumed the share plan related to Furmanite employee grants. As provided for in the Merger Agreement, each option to purchase Furmanite common stock outstanding immediately prior to the closing of the acquisition was converted into an option to purchase Team common stock, adjusted by the 0.215 exchange ratio. Similarly, each previously existing Furmanite restricted share, restricted stock unit or performance stock unit outstanding immediately prior to the acquisition were converted into Team restricted stock units, also at the 0.215 exchange ratio. The converted awards generally have the same terms and conditions as the replaced awards, except the vesting of certain awards was accelerated to the acquisition date and any performance conditions associated with the Furmanite awards no longer apply. The fair value of the options was determined using a Black-Scholes model, while the fair value of the restricted stock units was determined based on the market price on the acquisition date. The fair value of the converted Furmanite awards was allocated between consideration transferred in the acquisition and future share-based compensation expense, based on past service completed and future service required. The converted Furmanite awards have been identified, as applicable, in the tables that follow.

Compensation expense related to share-based compensation totaled $6.7 million and $4.0 million for the nine months ended September 30, 2016 and 2015, respectively. At September 30, 2016, $10.8 million of unrecognized compensation expense related to share-based compensation is expected to be recognized over a remaining weighted-average period of 2.3 years. The tax benefit derived when share-based awards result in a tax deduction for the Company was $0.1 million and $1.5 million for the nine months ended September 30, 2016 and 2015, respectively.

Stock units are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each stock unit based on the market price on the date of grant. Stock units generally vest in annual installments over four years and the expense associated with the units is recognized over the same vesting period. We also grant common stock to our directors which typically vest immediately. Compensation expense related to stock units and director stock grants totaled $5.6 million and $3.4 million for the nine months ended September 30, 2016 and 2015, respectively. Transactions involving our stock units and director stock grants during the nine months ended September 30, 2016 and 2015 are summarized below:



	Nine Months Ended September 30, 2016				Nine Months Ended September 30, 2015
	(unaudited)				(unaudited)
	No. of Stock Units		Weighted Average Fair Value		No. of Stock Units		Weighted Average Fair Value
	(in thousands)				(in thousands)
Stock and stock units, beginning of period	371		$	36.26	328		$	36.14
Changes during the period:
Granted	86		$	26.19	25		$	43.29
Assumed - Furmanite acquisition	40		$	25.63	—		$	—
Vested and settled	(38	)	$	27.61	(13	)	$	37.69
Cancelled	(13	)	$	30.92	(22	)	$	35.58
Stock and stock units, end of period	446		$	34.27	318		$	36.69

Under a performance stock unit award program adopted on November 4, 2014, Long-Term Performance Stock Unit (“LTPSU”) awards granted to our executive officers are subject to a three-year performance period and a concurrent three-year service period. Under this program, the Company communicates “target awards” to the executive officers at the beginning of a performance period. The performance target is based on results of operations over the three-year performance period with possible payouts ranging from 0% to 300% of the “target awards”. LTPSU awards cliff vest with achievement of the performance goals and completion of the three year service period. Settlement occurs with common stock within 20 business days of vesting. We determine the fair value of each LTPSU award based on the market price on the date of grant. Compensation expense is recognized on a straight-line basis over the vesting term of three years based upon the probable performance target that will be met. Compensation expense related to performance awards totaled $0.6 million and $0.2 million for the nine months ended September 30, 2016 and 2015, respectively. Transactions involving our performance awards during the nine months ended September 30, 2016 and 2015 are summarized below:



	Nine Months Ended September 30, 2016			Nine Months Ended September 30, 2015
	(unaudited)			(unaudited)
	No. of Stock Units	Weighted Average Fair Value		No. of Stock Units	Weighted Average Fair Value
	(in thousands)			(in thousands)
Long-term performance stock units, beginning of period	59	$	37.16	23	$	42.25
Changes during the period:
Granted	—	$	—	—	$	—
Vested and settled	—	$	—	—	$	—
Cancelled	—	$	—	—	$	—
Long-term performance stock units, end of period	59	$	37.16	23	$	42.25

Performance awards are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each performance award based on the market price on the date of grant. Performance awards granted to the Chairman of our Board vest over the longer of four years or the achievement of performance goals based upon our future results of operations. Compensation expense related to performance awards totaled $0.3 million for both the nine months ended September 30, 2016 and 2015. Transactions involving our performance awards during the nine months ended September 30, 2016 and 2015 are summarized below:



	Nine Months Ended September 30, 2016				Nine Months Ended September 30, 2015
	(unaudited)				(unaudited)
	No. of Performance Awards		Weighted Average Fair Value		No. of Performance Awards	Weighted Average Fair Value
	(in thousands)				(in thousands)
Performance awards, beginning of period	13		$	35.15	28	$	32.86
Changes during the period:
Granted	—		$	—	—	$	—
Vested and settled	(13	)	$	35.15	—	$	—
Cancelled	—		$	—	—	$	—
Performance awards, end of period	—		$	—	28	$	32.86

We determine the fair value of each stock option at the grant date using a Black-Scholes model and recognize the resulting expense of our stock option awards over the period during which an employee is required to provide services in exchange for the awards, usually the vesting period. Compensation expense related to stock options for the nine months ended September 30, 2016, was $0.2 million. There was no compensation expense related to stock options for the nine months ended September 30, 2015. Our options typically vest in equal annual installments over a four-year service period. Expense related to an option grant is recognized on a straight line basis over the specified vesting period for those options. Stock options generally have a ten-year term. Transactions involving our stock options during the nine months ended September 30, 2016 and 2015 are summarized below:



	Nine Months Ended September 30, 2016				Nine Months Ended September 30, 2015
	(unaudited)				(unaudited)
	No. of Options		Weighted Average Exercise Price		No. of Options		Weighted Average Exercise Price
	(in thousands)				(in thousands)
Shares under option, beginning of period	376		$	25.71	691		$	21.26
Changes during the period:
Granted	—		$	—	—		$	—
Assumed - Furmanite acquisition	132		$	33.20	—		$	—
Exercised	(136	)	$	17.71	(241	)	$	15.64
Cancelled	(4	)	$	44.62	—		$	—
Expired	(45	)	$	35.51	—		$	—
Shares under option, end of period	323		$	30.52	450		$	24.27
Exercisable at end of period	319		$	30.40	450		$	24.27

Options exercisable at September 30, 2016 had a weighted-average remaining contractual life of 2.3 years. For total options outstanding at September 30, 2016, the range of exercise prices and remaining contractual lives are as follows:



Range of Prices	No. of Options	Weighted Average Exercise Price		Weighted Average Remaining Life
	(in thousands)			(in years)
$20.18 to $30.28	44	$	25.80	2.1
$30.29 to $40.38	272	$	30.75	2.1
$40.39 to $50.47	7	$	50.47	7.6
Total	323	$	30.52	2.3