-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cr+lE6XYjzCmqa2p/QdlKlNP5auSTcXfIC6mOtIj8T7+0119GG7QoU6CNH81CGCE O6XsM2O38WULYLL9XK3Qaw== 0000950129-97-002566.txt : 19970626 0000950129-97-002566.hdr.sgml : 19970626 ACCESSION NUMBER: 0000950129-97-002566 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970625 EFFECTIVENESS DATE: 19970625 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEAM INC CENTRAL INDEX KEY: 0000318833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 741765729 STATE OF INCORPORATION: TX FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30003 FILM NUMBER: 97629580 BUSINESS ADDRESS: STREET 1: 1019 SOUTH HOOD STREET CITY: ALVIN STATE: TX ZIP: 77511 BUSINESS PHONE: 2813316124 MAIL ADDRESS: STREET 1: 1019 SOUTH HOOD STREET CITY: ALVIN STATE: TX ZIP: 77551 S-8 1 TEAM, INC. - FORM S-8 1 As Filed with the Securities and Exchange Commission on June ___, 1997 Registration No. 33-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEAM, INC. (Exact name of registrant as specified in its charter) 1019 South Hood Street Alvin, Texas 77511 (713) 331-6154 (Address and telephone number of principal executive office) Texas 74-1765729 (State of Incorporation) (I.R.S. Employer Identification Number) TEAM, INC. OFFICERS RESTRICTED STOCK OPTION PLAN AND STOCK OPTION AGREEMENT BETWEEN TEAM, INC. AND WILLIAM T. BRAMBLETT (Full Title of Plans) ----------------------------- Margie E. Rogers Secretary and Treasurer TEAM, INC. 1019 South Hood Street Alvin, Texas 77511 (713) 331-6154 (Name, address and telephone number of agent for service) Copy to: CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN Attention: Byron L. Willeford 1200 Smith Street, Suite 1400 Houston, Texas 77002 ----------------------------- CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------- Number of Proposed Proposed Title of shares maximum maximum Amount of securities being being offering price aggregate registration registered registered per share (1) offering price fee - ---------------------------------------------------------------------------------------------------------- Common Stock, 70,000 $2.125 $148,750 $100 par value $0.30 per share - ----------------------------------------------------------------------------------------------------------
(1) Based on market price and on stock option exercise price, and used solely to determine the registration fee in accordance with Rule 457(h) under the Securities Act of 1933. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents are hereby incorporated by reference into this registration statement: (a) The registrant's Annual Report on Form 10-K for the year ended May 31, 1996. (b) All other reports filed by the registrant pursuant to sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since May 31, 1996. (c) The description of registrant's Common Stock in registrant's Registration Statement on Form S-2, File No. 33-31663. (d) Statement of Relative Rights and Preferences of Series A Participatory Preferred Stock of Team, Inc. included in Exhibit 2.2 to the Company's Form 8-A filed with the Securities and Exchange Commission dated October 26, 1990. (e) Rights Agreement dated as of October 24, 1990 between Team, Inc. and Ameritrust Company National Association as Rights Agent included in Exhibit 2.1 to the Company's Form 8-A filed with the Securities and Exchange Commission dated October 26, 1990. (f) All other documents filed by the registrant since May 31, 1996 pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 and prior to the termination of the offering pursuant hereto, from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. 2. 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Sidney B. Williams, a director of the registrant, is the sole owner of a professional corporation which is a partner in the law firm which delivered the legal opinion included as Exhibit 5 hereto. Such firm provides legal services to the registrant from time to time, and Mr. Williams, as a director, participates in a stock option plan for non-employee directors. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Applicable provisions of the Texas Business Corporation Act and the Articles of Incorporation and Bylaws of the registrant authorize indemnification of directors and officers. A description of such provisions and the general effect thereof regarding the registrant is hereby incorporated herein by reference to "Item 15. Indemnification of Directors and Officers" in Part II of registrant's Registration Statement on Form S-2, File No. 33-31663. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4(a) Restated Articles of Incorporation of the registrant are incorporated herein by reference to Exhibit 4.1 to the registrant's Registration Statement on Form S-2, File No. 33- 31663. 4(b) Bylaws of the registrant are incorporated herein by reference to Exhibit 4.2 to the registrant's Registration Statement on Form S- 2, File No. 33-31663. 5 Opinion of Messrs. Chamberlain, Hrdlicka, White, Williams & Martin regarding the legality of the securities being registered. 24(a) Consent of Deloitte & Touche. 24(b) Consent of Counsel, Chamberlain, Hrdlicka, White, Williams & Martin, is set forth in Exhibit 5 hereto. 99(a) Team, Inc. Officers' Restricted Stock Option Plan. 99(b) Sample Form of Stock Option Agreement Under the Team, Inc. Officers' Restricted Stock Option Plan. 99(c) Stock Option Agreement Between Team, Inc. and William T. Bramblett. 3. 4 ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 subject to applicable regulations; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned registrant hereby undertakes to deliver or cause to be delivered to each person to whom the prospectus issued pursuant to this registration statement is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each 4. 5 person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("Act") may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceedings) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5. 6 SIGNATURES 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 Alvin, Texas, effective June 19, 1997. TEAM, INC. By: /s/ William A. Ryan --------------------------- William A. Ryan Chairman of the Board and President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and effective as of the date indicated.
Signature Title Date --------- ----- ---- /s/ William A. Ryan Chairman of the Board, June 19, 1997 ---------------------------------------------------- President and Director William A. Ryan (Principal Executive and Financial Officer) /s/ Margie E. Rogers Secretary and Treasurer June 19, 1997 ---------------------------------------------------- (Principal Accounting Margie E. Rogers Officer) /s/ George W. Harrison Director June 19, 1997 ---------------------------------------------------- George W. Harrison /s/ Sidney B. Williams Director June 19, 1997 ---------------------------------------------------- Sidney B. Williams
6. 7 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ------- ----------- 4(a) Restated Articles of Incorporation of the registrant are incorporated herein by reference to Exhibit 4.1 to the registrant's Registration Statement on Form S-2, File No. 33- 31663. 4(b) Bylaws of the registrant are incorporated herein by reference to Exhibit 4.2 to the registrant's Registration Statement on Form S- 2, File No. 33-31663. 5 Opinion of Messrs. Chamberlain, Hrdlicka, White, Williams & Martin regarding the legality of the securities being registered. 24(a) Consent of Deloitte & Touche. 24(b) Consent of Counsel, Chamberlain, Hrdlicka, White, Williams & Martin, is set forth in Exhibit 5 hereto. 99(a) Team, Inc. Officers' Restricted Stock Option Plan. 99(b) Sample Form of Stock Option Agreement Under the Team, Inc. Officers' Restricted Stock Option Plan. 99(c) Stock Option Agreement Between Team, Inc. and William T. Bramblett. EX-5 2 OPINION OF MESSERS,CHAMBERLAIN,HRDLICKA,WHITE,WILL 1 EXHIBIT 5 OPINION OF CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN 2 [CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN LETTERHEAD] June 19, 1997 Team, Inc. 1001 Fannin, Suite 4656 Houston, Texas 77002 Gentlemen: You have requested that we furnish to you our legal opinion with respect to the legality of 70,000 shares of common stock, par value $0.30 per share, of Team, Inc. (the "Company") covered by a Form S-8 Registration Statement filed with the Securities and Exchange Commission by the Company near the date hereof, for the purpose of registering the above stock under the Securities Act of 1933. Of the above common stock, 50,000 shares are subject to issuance pursuant to the exercise of stock purchase options by certain officers of the Company acquired pursuant to the Team, Inc. Officers' Restricted Stock Option Plan ("Plan"), and 20,000 shares are subject to issuance under a Stock Option Agreement between the Company and William T. Bramblett ("Option Agreement"). The Company has reserved an aggregate of 70,000 shares of authorized but unissued common stock to be available for issuance under the above Plan and Option Agreement. We are furnishing in this letter our legal opinion concerning the above. In connection with this opinion, we have examined the Articles of Incorporation, as amended, and Bylaws, as amended, of the Company, the Plan, the Option Agreement, applicable Board of Directors resolutions of the Company, the above Registration Statement, the applicable statutes of the State of Texas, and such other documents and records which we deemed relevant in order to render this opinion. Based upon the foregoing, it is our opinion that: 1. The Company was duly and validly organized and is validly existing in good standing as a corporation under the laws of the State of Texas. 3 Team, Inc. June 19, 1997 Page 2 2. When sold and issued in accordance with the Plan or the Option Agreement, as applicable, and the above Registration Statement and applicable Prospectus thereunder, the above 70,000 shares of the Company's common stock will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the above S-8 Registration Statement and to the use of our name wherever it appears therein. Very truly yours, /s/ Byron L. Willeford Byron L. Willeford, P.C. EX-24.A 3 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 24(a) CONSENT OF DELOITTE & TOUCHE LLP 2 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement of Team, Inc. on Form S-8 of our report dated July 29, 1996, appearing in the Annual Report on Form 10-K of Team, Inc. for the year ended June 31, 1996. DELOITTE & TOUCHE LLP Houston, Texas June 19, 1997 EX-99.A 4 RESTRICTED STOCK OPTION PLAN 1 EXHIBIT 99(a) TEAM, INC. OFFICERS' RESTRICTED STOCK OPTION PLAN 2 TEAM, INC. OFFICERS' RESTRICTED STOCK OPTION PLAN The following Team, Inc. Officers' Restricted Stock Option Plan (the "Plan") has been adopted by the Board of Directors of Team, Inc. effective as of December 14, 1995. 1. Purpose. The Plan is intended to advance the interests of Team, Inc. (the "Company"), its shareholders, and its subsidiaries by encouraging and enabling selected officers of the Company upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, to acquire and/or increase and retain a proprietary interest in the Company by ownership of its stock. 2. Definitions. (a) "Act" means the Securities Exchange Act of 1934, as amended. (b) "Affiliates" means any one or more corporations which are members of a "parent-subsidiary controlled group" as such term is defined in Section 1563(a)(1)(A) of the Code, except that "more than 50 percent" shall be substituted for "at least 80 percent" each place it appears in Section 1563(a)(1)(A) of the Code. (c) "Board" means the Board of Directors of the Company. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Committee" means the Compensation Committee, or such other committee as designated by the Board of Directors, vested with authority for administration of the Plan by the Board pursuant to Paragraph 3. (f) "Common Stock" means the Company's $0.30 par value Common Stock. (g) "Date of Grant" means the date on which an Option is granted under the Plan. (h) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. (i) "Option" means an option granted under the Plan. (j) "Optionee" means a person to whom an Option, which has not expired, has been granted under the Plan. 3 (k) "Successor" means the legal representative of the estate of a deceased Optionee or the person or persons who acquire the right to exercise an Option by bequest or inheritance or by reason of the death of any Optionee. (l) "Term of Plan" means that period which commences December 14, 1995, and terminates on December 1, 2005, or such earlier date as the Board hereafter determines. (n) "Officer" means any person who is elected as an officer of the Company pursuant to the Company's Bylaws but shall exclude any director who is not also an officer of the Company; (o) "Termination of Employment" of an Optionee means the cessation of such Optionee's relationship as an Officer of the Company; provided, however that if an Optionee is both a director and Officer of the Company, it shall mean such date as such Optionee ceases to be both an Officer and director. 3. Administration of Plan. The Plan shall be administered by the Committee. The Committee shall report all action taken by it to the Board. The Committee shall consist of the members of the Compensation Committee of the Board of Directors. All members of the Committee shall be "disinterested persons," as defined in Rule 16b-3(d)(3) promulgated under the Act; and, except as provided below, members of the Committee shall not be eligible to receive Options or stock options, stock appreciation rights, or an allocation of stock under any plan of the Corporation or its Affiliates (as such terms are used in subsection (d)(3) of Rule 16b-3 promulgated under the Act) while they are serving as members of the Committee and must not have been eligible to receive such options or stock options, stock appreciation rights, or an allocation of stock under any plan of the Corporation or its Affiliates within one (1) year prior to their appointment to the Committee. Notwithstanding the limitations in the immediately preceding sentence, Committee members who are non-employee directors may participate in a separate stock option plan provided that such plan is limited to non-employee directors and there is no discretion as to which directors can participate in the plan or the amount or options that can be acquired by or allocated to them. The Committee shall have full and final authority in its discretion, subject to the provisions of the Plan, to determine the Officers to whom and the time or times at which Options shall be granted and the number of shares of Common Stock covered by each Option; to construe and interpret the Plan; to determine the terms and provisions of the respective option agreements, which need not be identical, including, but without limitation, terms covering the payment of the Option price; and to make all other determinations and take all other actions deemed necessary or advisable for the proper administration of the Plan. All such actions and determinations shall be conclusively binding for all purposes and upon all persons. 4. Common Stock Subject to Options. The aggregate number of shares of the Company's Common Stock which may be issued upon the exercise of Options granted under the Plan shall not exceed 50,000, subject to adjustment under the provisions of Paragraph 7 and subject to the right of the Board to increase the number of Shares which may be issued hereunder by amendment to the Plan. The shares of Common Stock to be issued upon the exercise of Options may be 2. 4 authorized but unissued shares, shares issued and reacquired by the Company or shares bought on the market for the purposes of the Plan. In the event any Option shall, for any reason,terminate or expire or be surrendered without having been exercised in full, the shares subject to such Option but not purchased thereunder shall again be available for Options to be granted under the Plan. 5. Participants. Options may be granted under the Plan to any person who is an Officer (as that term is defined above) of the Company. 6. Option Agreements. Any Option granted under this Plan shall be evidenced by an agreement ("Option Agreement"), which shall be approved as to form and substance by the Committee. Each such Option Agreement shall be executed by an Officer of the Company and the applicable Optionee. All Options and Option Agreements granted under the provisions of this Plan shall be subject to the following limitations and conditions: (a) Option Price. The Option price per share with respect to each Option shall be determined by the Committee. (b) Period of Option. The expiration date of each Option shall be fixed by the Committee at the date of grant, subject to subsequent extension from time to time by the Committee, but in no event shall the expiration date be fixed on or extended to a date which is later than ten years from the date of grant. (c) Holding Period. No Common Stock issued pursuant to exercise of an Option granted pursuant to this Plan may be sold, transferred, assigned or otherwise disposed of within six (6) months following the Date of Grant of the Option. (d) Vesting of Shareholder Rights. Neither an Optionee nor his Successor shall have any of the rights of a shareholder of the Company by reason of holding an Option, and such shareholder rights will not vest until the certificates evidencing the shares purchased are properly delivered to such Optionee or his Successor. (e) Exercise of Option. Each Option shall be exercisable from time to time over a period commencing on the Date of Grant and ending upon the expiration or termination of the Option; provided, however, the Committee may, by the provisions of any Option Agreement, limit the number of shares purchasable thereunder in any period or periods of time during which the Option is exercisable. (f) Nontransferability of Option. No Option shall be transferable or assignable by an Optionee, otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title I of ERISA, or the rules thereunder. Each Option shall be exercisable, during the Optionee's lifetime, only by him. No Option shall be pledged or hypothecated in any way and no Option shall be subject to execution, attachment, or similar process except with the express consent of the Committee. 3. 5 (g) Termination of Employment. Upon an Optionee's Termination of Employment as defined above, his Option privileges shall be limited to the shares which were immediately purchasable by him at the date of such termination, and such Option privileges shall be exercisable by such Optionee for two (2) years after the date of such termination, at which time such Option shall expire. The granting of an Option to an eligible person does not alter in any way the Company's existing rights to terminate such person's employment at any time for any reason, nor does it confer upon such person any rights or privileges except as specifically provided for in the Plan. (h) Death of Optionee. If an Optionee dies while in the employ of the Company, such Optionee's Option to purchase the total number of the shares covered by the applicable Option Agreement shall thereupon become fully exercisable and shall remain exercisable by the Optionee's Successor, as such term is defined in the Plan, until the close of business on the first annual anniversary date of the Optionee's death, at which time such Option shall expire. 7. Adjustments. (a) In the event that the outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, by reason of a recapitalization, reclassification, stock split-up, combination of shares, or dividend or other distribution payable in capital stock, appropriate adjustment shall be made by the Committee in the number and kind of shares for the purchase of which Options may be granted under the Plan. In addition, the Committee shall make appropriate adjustment in the number and kind of shares as to which outstanding Options, or portions thereof then unexercised, shall be exercisable, to the end that the proportionate interest of the holder of the Option shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustment in outstanding Options shall be made without change in the total price applicable to the unexercised portion of the Option but with a corresponding adjustment in the Option price per share. (b) In the event that the Board shall adopt resolutions recommending the dissolution or liquidation of the Company, any Option granted under the Plan shall terminate as of a date to be fixed by the Committee, provided that not less than thirty (30) days' written notice of the date so fixed shall be given to each Optionee and each such Optionee shall have the right during such period to exercise his Option as to all or any part of the shares covered thereby, including shares as to which such Option would not otherwise be exercisable by reason of an insufficient lapse of time. (c) In the event of a Reorganization (as hereinafter defined) in which the Company is not the surviving or acquiring company, or in which the Company is or becomes a wholly owned subsidiary of another company after the effective date of the Reorganization, then 4. 6 (i) If there is no plan or agreement respecting the Reorganization ("Reorganization Agreement") or if the Reorganization Agreement does not specifically provide for the change, conversion or exchange of the shares under outstanding and unexercised stock options for securities of another corporation, then the Committee shall take such action, and the Options shall terminate, as provided in subparagraph (b) of this Paragraph 7; or (ii) If there is a Reorganization Agreement and if the Reorganization Agreement specifically provides for the change, conversion, or exchange of the shares under outstanding and unexercised stock options for securities of another corporation, then the Committee shall adjust the shares under such outstanding and unexercised stock options (and shall adjust the shares remaining under the Plan which are then available to be optioned under the Plan, if the Reorganization Agreement makes specific provision therefor) in a manner not inconsistent with the provisions of the Reorganization Agreement for the adjustment, change, conversion, or exchange of such stock and such Options. (d) The term "Reorganization" as used in subparagraph (c) of this Paragraph 7 shall mean any statutory merger, statutory consolidation, sale of all or substantially all of the assets of the Company, or sale, pursuant to an agreement with the Company, of securities of the Company pursuant to which the Company is or becomes a wholly owned subsidiary of another company after the effective date of the Reorganization. (e) Adjustments and determinations under this Paragraph 7 shall be made by the Committee, whose decisions shall be final, binding, and conclusive. 8. Restrictions on Issuing Shares. The exercise of each Option shall be subject to the condition that if at any time the Company shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities, or that the listing, registration, or qualification of any shares otherwise deliverable upon such exercise upon any securities exchange or under any state or federal law, or that the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such withholding, listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Without limiting the foregoing, the Company will not be obligated to sell any Shares hereunder unless the Shares are at the time effectively registered or exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws. The Optionee shall make such investment representations to the Company and shall consent to the imposition of such legends on the stock certificates as are necessary, in the opinion of the Company's counsel, to secure to the Company an appropriate exemption from applicable securities laws. 5. 7 9. Use of Proceeds. The proceeds received by the Company from the sale of Common Stock pursuant to the exercise of Options granted under the Plan shall be added to the Company's general funds and used for general corporate purposes. 10. Amendment, Suspension, and Termination of Plan. (a) The Board shall have complete discretionary authority and power to amend, suspend or terminate the Plan at any time, subject to the following provisions. (b) The Board may not, without the relevant Optionee's written consent, modify the terms and conditions of an Option previously granted under the Plan. (c) No amendment, suspension or termination of the Plan shall, without the relevant Optionee's written consent, alter, terminate or impair any right or obligation under any Option previously granted under the Plan. (d) Unless previously terminated, the Plan shall terminate with respect to the issuance of any new Options, and no more Options may be granted after November 30, 2005. The Plan shall continue in effect with respect to Options granted before termination of the Plan until such Options have been settled, terminated, or forfeited. 6. EX-99.B 5 SAMPLE FORM OF STOCK OPTION AGREEMENT 1 EXHIBIT 99(b) SAMPLE FORM OF STOCK OPTION AGREEMENT UNDER TEAM, INC. OFFICERS' RESTRICTED STOCK OPTION PLAN 2 RESTRICTED STOCK OPTION AGREEMENT Team, Inc. Officers' Restricted Stock Option Plan This Restricted Stock Option Agreement is made effective the _____ day of ____________, ______, between TEAM, INC., a Texas corporation (hereinafter called the "Company") and __________________________an officer of the Company (hereinafter called the "Optionee"). RECITALS: A. The Company's Board of Directors adopted the Team, Inc. Officers' Restricted Stock Option Plan ("Plan") to be effective as of December 14, 1995. A copy of the Plan is attached hereto as Exhibit "A" and is incorporated herein for all purposes. B. The Company has determined to grant to the Optionee the right to acquire certain shares of the Company's common stock with par value of $0.30 per share (hereinafter called "Shares"), all as provided more fully hereinafter, all subject to the terms and provisions of this Agreement and the Plan. WITNESSETH: 1. Grant of Stock Option. The Company hereby grants to the Optionee, under the terms and conditions hereinafter specified, and subject to the limitations contained in the Plan, the right to acquire up to __________ Shares of the Company's common stock with par value of $0.30 per share; the aforesaid number of Shares shall be the "Total Number of Shares Covered by This Stock Option Agreement." The option granted hereunder shall become effective on the date of this Agreement as set forth above ("Date of Grant"), and unless sooner terminated under the provisions hereof, shall expire at 12:00 Midnight on ___________________ (hereinafter the "Expiration Date"). 2. Purchase Price. The purchase price of the Shares covered by this Agreement shall be $________ per share. 3. Exercise. Subject to the limitations contained herein and in the Plan, the Optionee may at any time after the Date of Grant exercise this option to purchase up to the Total Number of Shares Covered by This Stock Option Agreement. At 12:00 Midnight on the Expiration Date, the option created under this Agreement shall expire and be of no further force and effect. The option to purchase granted hereunder shall be exercised by giving written notice to the Company pursuant to Paragraph 14 of this Agreement. Such notice shall state the number of Shares with respect to which the option is being exercised and shall specify a date which shall not be less than fifteen (15) nor more than thirty (30) days after the date of such notice, as the date on which the Shares will be taken up and payment made therefor in cash, certified or bank cashier's check, or the equivalent, at the principal office of the Company. If any law or regulation requires the Company to take any action with respect to the Shares specified in such notice, then the date of the delivery of such Shares against payment therefor shall be extended for the period necessary to take such action. In the event of any failure to take up and pay for the number of Shares specified in such notice on the 3 date set forth therein, as the same may be extended as provided above, such exercise of this option may be terminated by the Company with respect to such number of shares not taken and paid for. 4. Termination of Employment. Upon the Optionee's Termination of Employment with the Company or any of its Subsidiaries, all as defined in the Plan, the Optionee's option privileges shall be exercisable by Optionee for two (2) years after the date of such termination, after which time such Option shall expire. Notwithstanding the foregoing, for purposes of the Plan and this Agreement, the Optionee shall be deemed to be employed by the Company until the later date to occur of the date he is no longer an officer of the Company or a member of the Company's Board of Directors. 5. Death of Optionee. If the Optionee dies while in the employ of the Company or any Subsidiary, the Optionee's option to purchase the Total Number of Shares Covered by This Stock Option Agreement as specified in Paragraph 1 above shall be fully exercisable and remain exercisable by the Optionee's Successor, as such term is defined in the Plan, until 5:00 p.m. on the first annual anniversary date of the Optionee's death, at which time such Option shall expire. 6. Adjustments - Limitations. The Total Number of Shares Covered by this Stock Option Agreement shall be subject to the adjustment provisions contained in Paragraph 7 of the Plan as well as all other provisions of the Plan. In the event of any inconsistency between this Agreement and the Plan, the provisions of the Plan shall override the provisions of this Agreement and shall control for all purposes. 7. Shares Reserved. The Company will, at all times during the term of this Agreement, reserve and keep available such number of its common shares as will be sufficient to satisfy the requirements of this Agreement and will pay all fees and expenses necessarily incurred by the Company in connection with the issuance of such shares. 8. Effect Upon Employment. This Agreement will not prevent the Company from terminating the employment of the Optionee at any time. 9. Restriction on Issuance of Shares. The Company will not be obligated to sell any Shares hereunder unless the Shares are at the time effectively registered or exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws. The Optionee shall make such investment representations to the Company and shall consent to the imposition of such legends on the stock certificates as are necessary, in the opinion of the Company's counsel, to secure to the Company an appropriate exemption from applicable securities laws. 10. Successors. This Agreement will be binding upon any successor of the Company; provided, however, that nothing contained in this paragraph shall be deemed to limit the application of Paragraph 7 of the Plan. 11. No Rights as Shareholder. The Optionee shall have no rights as a shareholder by reason of this Agreement and shall have only those rights expressly conferred by this Agreement. 12. Nontransferability. This option will not be transferable other than by will or the laws of descent or distribution or pursuant to a qualified domestic relations order as defined in the Internal 2. 4 Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, and during the lifetime of the Optionee the option may be exercised only by Optionee. More particularly (but without limiting the generality of the foregoing), the option may not be assigned, transferred, pledged or hypothecated in any way, may not be assignable by operation of law, and may not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the option, will be null and void and without effect. 13. Withholding Taxes. Upon exercise of any portion of this option and notice from the Company to the Optionee, the Optionee shall pay to the Company the amount of withholding income tax required to be withheld by the Company from compensation to Optionee and in turn paid by the Company to the U.S. Internal Revenue Service. 14. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given if delivered or mailed, first class, with postage prepaid, to: If to the Company, addressed to: Team, Inc. Attention: President P. O. Box 123 Alvin, TX 77512-0123 If to Optionee, addressed to the address for notice set forth beneath Optionee's signature below: 3. 5 or to such other address for notice as either party shall hereafter notify the other party in writing, from time to time. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this the _____ day of ____________________ to be effective the date first set forth above. C O M P A N Y : - - - - - - - TEAM, INC. By --------------------------------- O P T I O N E E : - - - - - - - - ------------------------------------ Address for Optionee: ------------------------------------ ------------------------------------ ------------------------------------ 4. EX-99.C 6 STOCK OPTION AGREEMENT 1 EXHIBIT 99(c) STOCK OPTION AGREEMENT BETWEEN TEAM, INC. AND WILLIAM T. BRAMBLETT 2 STOCK OPTION AGREEMENT This Stock Option Agreement is made effective the 14th day of December, 1995, between TEAM, INC., a Texas corporation (hereinafter called the "Company") and WILLIAM T. BRAMBLETT, a consultant to the Company (hereinafter called the "Optionee"). RECITALS: A. The Company has retained Optionee as a consultant to provide services to assist in the conduct of the Company's business. B. In order to provide additional incentives for the furnishing of valuable services by the Optionee, the Company has determined to grant to the Optionee the right to acquire certain shares of the Company's common stock with par value of $0.30 per share (hereinafter called "Shares"), all as provided more fully hereinafter, all subject to the terms and provisions of this Agreement. WITNESSETH: 1. Grant of Stock Option; Expiration Date. The Company hereby grants to the Optionee, under the terms and conditions hereinafter specified, the right to acquire up to 20,000 Shares of the Company's common stock with par value of $0.30 per share; the aforesaid number of Shares shall be the "Total Number of Shares Covered by This Stock Option Agreement." The option granted hereunder shall become effective on the effective date of this Agreement as set forth above ("Date of Grant"), and shall expire at 12:00 Midnight on the earlier date to occur of May 31, 1998 or the first annual anniversary date of Optionee's death (hereinafter the "Expiration Date"). In the event of Optionee's death prior to the Expiration Date, this option shall be exercisable until the Expiration Date by the legal representative of the estate of the Optionee or the person(s) who acquires the rights of Optionee hereunder by bequest or inheritance as a result of the death of Optionee. 2. Purchase Price. The purchase price of the Shares covered by this Agreement shall be $2.125 per share. 3. Exercise. Subject to the limitations contained herein, the Optionee may at any time after the Date of Grant exercise this option to purchase up to the Total Number of Shares Covered by This Stock Option Agreement. At 12:00 Midnight on the Expiration Date, the option created under this Agreement shall expire and be of no further force and effect. The option to purchase granted hereunder shall be exercised by giving written notice to the Company in compliance with this Agreement. Such notice shall state the number of Shares with respect to which the option is being exercised and shall specify a date which shall not be less than fifteen (15) nor more than thirty (30) days after the date of such notice, as the date on which the Shares will be taken up and payment made therefor in cash, certified or bank cashier's check, or the equivalent, at the principal office of the Company. If any law or regulation requires the Company to take any action with respect to the Shares specified in such notice, then the date of the delivery of such Shares against payment therefor shall be extended for the period necessary to take such action. In the event of any failure to take up and pay for the number of Shares specified in such notice on the 1. 3 date set forth therein, as the same may be extended as provided above, such exercise of this option may be terminated by the Company with respect to such number of shares not taken and paid for. 4. Adjustments. (a) In the event that the outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, by reason of a recapitalization, reclassification, stock split-up, combination of shares, or dividend or other distribution payable in capital stock, there shall be an appropriate adjustment in the number of shares as to which this option is exercisable, to the end that the proportionate interest of the Optionee shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustment in number of shares shall be made without change in the total price applicable to the unexercised portion of this option but with a corresponding adjustment in the option price per share. (b) In the event that the Board of Directors of the Company ("Board") shall adopt resolutions recommending the dissolution or liquidation of the Company, this option shall terminate as of a date to be fixed by the Board, provided that not less than thirty (30) days' written notice of the date so fixed shall be given to Optionee and Optionee shall have the right during such period to exercise his option as to all or any part of the shares covered hereby. (c) In the event of a Reorganization (as hereinafter defined) in which the Company is not the surviving or acquiring company, or in which the Company is or becomes a wholly owned subsidiary of another company after the effective date of the Reorganization, then (i) If there is no plan or agreement respecting the Reorganization ("Reorganization Agreement") or if the Reorganization Agreement does not specifically provide for the change, conversion or exchange of the shares under this option for securities of another corporation, then the Board shall take such action, and this option shall terminate, as provided in subparagraph (b) of this Paragraph 4; or (ii) If there is a Reorganization Agreement and if the Reorganization Agreement specifically provides for the change, conversion, or exchange of the shares under this option for securities of another corporation, then the Board shall adjust the shares under this option in a manner not inconsistent with the provisions of the Reorganization Agreement for the adjustment, change, conversion, or exchange of such securities of the other corporation. 2. 4 (d) The term "Reorganization" as used in subparagraph (c) of this Paragraph 4 shall mean any statutory merger, statutory consolidation, sale of all or substantially all of the assets of the Company, or sale, pursuant to an agreement with the Company, of securities of the Company pursuant to which the Company is or becomes a wholly owned subsidiary of another company after the effective date of the Reorganization. (e) Adjustments and determinations under this Paragraph 4 shall be made by the Board, whose decisions shall be final, binding, and conclusive. 5. Shares Reserved. The Company will, at all times during the term of this Agreement, reserve and keep available such number of its common shares as will be sufficient to satisfy the requirements of this Agreement and will pay all fees and expenses necessarily incurred by the Company in connection with the issuance of such shares. 6. Restriction on Issuance of Shares. The Company will not be obligated to sell any Shares hereunder unless the Shares are at the time effectively registered or exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws. The Optionee shall make such investment representations to the Company and shall consent to the imposition of such legends on the stock certificates as are necessary, in the opinion of the Company's counsel, to secure to the Company an appropriate exemption from applicable securities laws. 7. Successors. This Agreement will be binding upon any successor of the Company. 8. No Rights as Shareholder. The Optionee shall have no rights as a shareholder by reason of this Agreement and shall have only those rights expressly conferred by this Agreement. 9. Nontransferability. This option will not be transferable other than by will or the laws of descent or distribution or pursuant to a qualified domestic relations order as defined in the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, and during the lifetime of the Optionee the option may be exercised only by Optionee. More particularly (but without limiting the generality of the foregoing), the option may not be assigned, transferred, pledged or hypothecated in any way, may not be assignable by operation of law, and may not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the option, will be null and void and without effect. 10. Withholding Taxes. Upon exercise of any portion of this option and notice from the Company to the Optionee, the Optionee shall pay to the Company the amount of withholding income tax required to be withheld by the Company from compensation to Optionee and in turn paid by the Company to the U.S. Internal Revenue Service. 11. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given if delivered or mailed, first class, with postage prepaid, to: 3. 5 If to the Company, addressed to: Team, Inc. Attention: President P. O. Box 123 Alvin, TX 77512-0123 If to Optionee, addressed to the address for notice set forth beneath Optionee's signature below. or to such other address for notice as either party shall hereafter notify the other party in writing, from time to time. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on February 16, 1996, to be effective the date first set forth above. C O M P A N Y : - - - - - - - TEAM, INC. By /s/William A. Ryan ------------------------------- (Signature) William A. Ryan, President ---------------------------------- (Print Name and Office) O P T I O N E E : - - - - - - - - /s/ William T. Bramblett ---------------------------------- WILLIAM T. BRAMBLETT Address for Optionee: 3107 Hemingway Montgomery, Texas 77356 4. -----END PRIVACY-ENHANCED MESSAGE-----