-----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, USLZpVEq8sT+vgSrUSaJkLi6xIIjc16V2jSA0nC1BnZchJcjHrqcZ4QiON/Za5V+ IY1FdLnlu3VfVHfkobbe+w== 0000950129-99-000526.txt : 19990215 0000950129-99-000526.hdr.sgml : 19990215 ACCESSION NUMBER: 0000950129-99-000526 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19990212 EFFECTIVENESS DATE: 19990212 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: SEC FILE NUMBER: 333-72331 FILM NUMBER: 99537989 BUSINESS ADDRESS: STREET 1: 200 HERMANN DRIVE CITY: ALVIN STATE: TX ZIP: 77056 BUSINESS PHONE: 2813316154 MAIL ADDRESS: STREET 1: 1019 SOUTH HOOD STREET CITY: ALVIN STATE: TX ZIP: 77551 S-8 1 TEAM, INC. 1 As Filed with the Securities and Exchange Commission on February 12, 1999 Registration No. 333-__________ 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) 200 Hermann Drive 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. 1998 INCENTIVE STOCK OPTION PLAN STANDARD RESTRICTED STOCK OPTION AWARD AGREEMENT PRICE VESTED RESTRICTED STOCK OPTION AWARD AGREEMENT (Full Title of Plans) ---------------------------------------- Ted W. Owen Vice President, Chief Financial Officer, Secretary and Treasurer TEAM, INC. 200 Hermann Drive 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, par value $0.30 744,334 $3.875 $2,884,295 $802 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, 1998. (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, 1998. (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 registrant's Form 8-A filed with the Securities and Exchange Commission dated October 26, 1990. (e) All other documents filed by the registrant since May 31, 1998 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. 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. 2. 3 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) Second 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) Articles of Amendment to the Second Restated Articles of Incorporation of Team, Inc. 4(c) 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. 23(a) Consent of Deloitte & Touche. LLP. 23(b) Consent of Counsel, Chamberlain, Hrdlicka, White, Williams & Martin, is set forth in Exhibit 5 hereto. 99(a) Team, Inc. 1998 Incentive Stock Option Plan. 99(b) Form of Stock Option Award Agreement Under the Team, Inc. 1998 Incentive Stock Option Plan. 99(c) Standard Restricted Stock Option Award Agreement Between Team, Inc. and Philip J. Hawk. 99(d) Price Vested Restricted Stock Option Award Agreement Between Team, Inc. and Philip J. Hawk. 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 4. 5 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each 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 February 10, 1999. TEAM, INC. By: /s/ Philip J. Hawk --------------------------------------- Philip J. Hawk Chairman of the Board and Chief Executive Officer 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/ Philip J. Hawk Chairman of the Board February 10, 1999 - ----------------------------------------- and Chief Executive Philip J. Hawk Officer (Principal Executive Officer) /s/ Ted W. Owen Vice President, Chief February 10, 1999 - ----------------------------------------- Financial Officer, Ted W. Owen Secretary and Treasurer (Principal Financial and Accounting Officer) /s/ George W. Harrison Director February 10, 1999 - ----------------------------------------- George W. Harrison /s/ Sidney B. Williams Director February 10, 1999 - ----------------------------------------- Sidney B. Williams /s/ Louis A. Waters Director February 10, 1999 - ----------------------------------------- Louis A. Waters
6. 7 INDEX TO EXHIBITS
Exhibit Number Description ------- ----------- 4(a) Second 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) Articles of Amendment to the Second Restated Articles of Incorporation of Team, Inc. 4(c) 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. 23(a) Consent of Deloitte & Touche. LLP. 23(b) Consent of Counsel, Chamberlain, Hrdlicka, White, Williams & Martin, is set forth in Exhibit 5 hereto. 99(a) Team, Inc. 1998 Incentive Stock Option Plan. 99(b) Form of Stock Option Award Agreement Under the Team, Inc. 1998 Incentive Stock Option Plan. 99(c) Standard Restricted Stock Option Award Agreement Between Team, Inc. and Philip J. Hawk. 99(d) Price Vested Restricted Stock Option Award Agreement Between Team, Inc. and Philip J. Hawk.
EX-4.B 2 ARTICLES OF AMEND. TO THE 2ND RESTATED ARTICLES 1 EXHIBIT 4(b) ARTICLES OF AMENDMENT TO THE SECOND RESTATED ARTICLES OF INCORPORATION OF TEAM, INC. 2 ARTICLES OF AMENDMENT TO THE SECOND RESTATED ARTICLES OF INCORPORATION OF TEAM, INC. Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned Corporation adopts the following Articles of Amendment to its Second Restated Articles of Incorporation: ARTICLE ONE The name of the Corporation is Team, Inc. ARTICLE TWO The following amendment to the Second Restated Articles of Incorporation was adopted by the shareholders of the Corporation on October 16, 1998. The Second Restated Articles of Incorporation are amended to increase the authorized common shares of the Corporation. The amendment alters the first sentence of Article IV of the Second Restated Articles of Incorporation and the full text as altered is as follows: "The aggregate number of shares which the Corporation shall have the authority to issue is Thirty Million Five Hundred Thousand (30,500,000) shares, of which Thirty Million (30,000,000) shares shall be common shares of Thirty Cents ($0.30) par value each and Five Hundred Thousand (500,000) shares shall be preferred shares of One Hundred Dollars ($100.00) par value each, issuable in series." ARTICLE THREE The number of shares of the Corporation outstanding at the time of such adoption was 7,294,952 shares of common stock; and the number of shares entitled to vote thereon was 7,294,952 shares of common stock. ARTICLE FOUR The number of shares voted for the amendment was 5,650,271; and the number of shares voted against the amendment was 1,644,681. Dated: October 16, 1998 TEAM, INC. [Filed with Texas Secretary of State 10-23-98] By: /s/ Kenneth M. Tholan ------------------------ Kenneth M. Tholan President and Chief Operating Officer EX-5 3 OPINION-CHAMBERLAIN,HRDLICKA,WHITE,WILLIAMS,MARTIN 1 EXHIBIT 5 OPINION OF CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN 2 [CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN LETTERHEAD] February 12, 1999 Team, Inc. 200 Hermann Drive Alvin, Texas 77511 Gentlemen: You have requested that we furnish to you our legal opinion with respect to the legality of 744,334 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, 500,000 shares are subject to issuance pursuant to the exercise of stock purchase options by certain employees of the Company acquired pursuant to the Team, Inc. 1998 Incentive Stock Option Plan ("Plan"), and 244,334 shares are subject to issuance under two Stock Option Agreements between the Company and Philip J. Hawk ("Option Agreements"). The Company has reserved an aggregate of 744,334 shares of authorized but unissued common stock to be available for issuance under the above Plan and Option Agreements. 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 Agreements, 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. February 12, 1999 Page 2 2. When sold and issued in accordance with the Plan or the Option Agreements, as applicable, and the above Registration Statement and applicable Prospectuses thereunder, the above 744,334 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, CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN, P.C. /s/ Byron L. Willeford By: Byron L. Willeford EX-23.A 4 CONSENT OF DELOITTE & TOUCHE. LLP 1 EXHIBIT 23(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 August 3, 1998, appearing in the Annual Report on Form 10-K of Team, Inc. for the year ended May 31, 1998. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Houston, Texas February 4, 1999 EX-99.A 5 1998 INCENTIVE STOCK OPTION PLAN 1 EXHIBIT 99(a) TEAM, INC. 1998 INCENTIVE STOCK OPTION PLAN 2 TEAM, INC. 1998 INCENTIVE STOCK OPTION PLAN The following Team, Inc. 1998 Incentive Stock Option Plan (the "Plan") has been adopted by the Board of Directors of Team, Inc. effective beginning on January 29, 1998 subject to approval by the shareholders of the Company no later than twelve months following the adoption by the Board. 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 key employees 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, except to the extent otherwise not permitted under Section 424(f) of the Code, any one or more corporations which are members of a "parent-subsidiary controlled group" as such term is defined in Section 1563(a)(1) of the Code, except that "at least 50 percent" shall be substituted for "at least 80 percent" each place it appears in Section 1563(a)(1) 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) "Exercise Price" means the value per share of Common Stock that is equal to one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the last date preceding the Date of Grant on which sales of the Common 3 Stock occurred on the American Stock Exchange or other primary market or exchange on which the Common Stock traded. (j) "Fair Market Value" means the closing price of the Common Stock reported on the composite tape or other reporting medium (for securities listed on the American Stock Exchange or other primary market or exchange on which the Common Stock is traded) as of the relevant date; provided, however, that if the Common Stock does not trade on the relevant date, such price shall be determined based upon the closing price of the Common Stock on the next preceding date on which trades occurred; and provided further, however, that should the primary market or exchange on which the Common Stock is traded adopt a continuous twenty-four hour trading policy, "Fair Market Value" for purposes of this Plan shall mean the price of the Common Stock on the last trade prior to 4:30 p.m., New York time, on any relevant date. (k) "Option" means an option granted under the Plan. (l) "Optionee" means a person to whom an Option, which has not expired, has been granted under the Plan. (m) "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. (n) "Term of Plan" means that period which commences January 29, 1998, and terminates on January 28, 2008, or such earlier date as the Board hereafter determines. (o) "Termination of Employment" of an Optionee means the cessation of such Optionee's relationship as an employee of the Company or Affiliate (for federal tax purposes). 3. Administration of Plan. The Plan shall be administered by the Committee of two or more members. The Committee shall report all action taken by it to the Board. Except when the Board determines otherwise, the Committee shall consist of the members of the Compensation Committee of the Board of Directors. All members of the Committee shall qualify as both "non-employee directors," as defined in Rule 16b-3(b)(3) promulgated under the Act and "outside directors" within the meaning of Section 162(m) of the Code. The Committee shall have full and final authority in its discretion, subject to the provisions of the Plan, to determine the key employees 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 and interpret the terms and provisions of the respective option agreements, which need not be identical as between Optionees, 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. 2. 4 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 500,000, subject to adjustment under the provisions of Paragraph 7. The shares of Common Stock to be issued upon the exercise of Options may be 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 a key employee of the Company or Affiliate selected by the Committee for participation in this Plan. 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 the Exercise Price. (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, unless the Committee determines otherwise, be sold, transferred, assigned or otherwise disposed of within six months following the Date of Grant of the Option. However, for purposes of a qualifying disposition under Section 422 of the Code, such Common Stock should not be disposed of within two years following such Date of Grant or one year following the issuance of such Common Stock. (d) 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 exist until the certificates evidencing the shares of Common Stock purchased under the Option 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, postpone in whole or in part the vesting or exercisability of the Option and limit the number of shares purchasable thereunder in any period or periods of time during which the Option is exercisable. Payment of the Exercise Price for shares of Stock purchased under this Plan shall be made in full 3. 5 and in cash or by certified or cashier's check made payable to the Company or a combination thereof. However, the Committee in its discretion may allow payment for shares of Stock purchased under any Option or limited part thereof to be made in whole or in part in Common Stock which has been owned by the Optionee for any period prescribed by the Committee prior to the exercise. In the event that Common Stock is utilized in consideration for the purchase upon the exercise of an Option, then such Common Stock shall be valued at the Fair Market Value on the date of exercise. Exercise of an Option shall not be effective until the Company has received written notice of exercise. Such notice must specify the number of whole shares to be purchased and be accompanied by payment in full of the aggregate Exercise Price for the number of shares purchased. The Company shall not in any case be required to sell, issue, or deliver a fractional share with respect to any Option. (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. Each Option shall be exercisable, during the Optionee's lifetime, only by such Optionee. No Option shall be pledged or hypothecated in any way and no Option shall be subject to execution, attachment, or similar process. (g) Termination of Employment. Except as provided in subparagraph (h) below, upon an Optionee's Termination of Employment 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 three months after the date of such termination, at which time such Option shall expire. The Committee may, by the terms of the Option Agreement, provide for a longer period of six months instead of the three months provided in the preceding sentence for longer term employees. 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 until the close of the business day on or immediately preceding the first annual anniversary date of the Optionee's death, at which time such Option shall expire. (i) Additional Limitations for Incentive Stock Options. Options to be granted under the Plan are intended to qualify as "incentive stock options" as defined in Section 422 of the Code. No Options shall be granted to any Participant who is not eligible to receive incentive stock options as provided in Section 422 of the Code. No Options shall be granted to any Participant if, immediately before the grant of an Option, such Participant owns more than 10% of the total combined voting power of all classes of stock of the Company or its Affiliates (as determined in accordance with the stock attribution rules contained in Section 424(d) of the Code). Provided, the preceding sentence shall not apply if at the time the Option is granted, the Option 4. 6 Price is increased to an amount equal to 110 percent of the Fair Market Value and such Option by its terms is not exercisable after the expiration of five years from the date such Option is granted. The aggregate Fair Market Value (determined as of the time the Option is granted) of the Stock with respect to which Options are exercisable for the first time by any Participant during any calendar year (under all incentive stock option plans qualified under Section 422 of the Code sponsored by the Company or any Affiliate) shall not exceed $100,000.00. 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 (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 5. 7 (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. The provisions of Paragraph 7(c) above shall comply with Section 424(a) of the Code except to the extent the Committee determines otherwise. (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. 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. 6. 8 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) An amendment increasing the number of shares of Common Stock provided in Paragraph 4 above, may not be made without shareholder approval. (c) The Board may not, without the relevant Optionee's written consent, modify the terms and conditions of an Option previously granted under the Plan. (d) 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. (e) Unless previously terminated, the Plan shall terminate with respect to the issuance of any new Options, and no more Options may be granted after January 28, 2008. 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. 7. EX-99.B 6 FORM OF STOCK OPTION AWARD AGREEMENT 1 EXHIBIT 99(b) FORM OF STOCK OPTION AWARD AGREEMENT UNDER TEAM, INC. 1998 INCENTIVE STOCK OPTION PLAN 2 TEAM, INC. INCENTIVE STOCK OPTION AWARD AGREEMENT THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (the "Agreement") made effective as of____________ , between Team, Inc., a Texas corporation (the "Company"), and _______________________________________ (the "Option Holder"). 1. GRANT OF OPTION. Subject to the terms and conditions of this Agreement and the Team, Inc., 1998 Incentive Stock Option Plan (the "Plan"), a copy of which is annexed to and made a part of this Agreement, the Company hereby grants to the Option Holder effective__________________, (the "Grant Date") an option (the "Option") to purchase __________ shares of the common stock of the Company, $.030 par value ("Common Stock") at a price per share of $____________ (the "Option Price"). This Agreement and the purchase of the shares of Common Stock hereunder is intended and should be interpreted to qualify as an Incentive Stock Option as that term is used in Section 422 of the Internal Revenue Code of 1986, as it may be amended from time to time (the "Code"), and any provisions of this Agreement are hereby amended in their entirety to any extent necessary to permit all Common Stock purchased hereunder to qualify for treatment as such under Section 422 of the Internal Revenue Code. In the event that the Option Holder is or becomes a longer term employee, an extension of the option expiration period provided in Section 5 below has been provided from three months to six months following termination of employment. However, if the Option Holder is not totally and permanently disabled (as defined in Section 422(c)(6) of the Code) and if the option is exercised after three months, such exercise will no longer be qualifying for purposes of Section 421(a) of the Code and the option so exercised shall be treated as a nonqualified option instead of an incentive stock option. 2. OPTION PERIOD. The Option granted herein may be exercised by the Option Holder in whole or in part, subject to the limitation that said Option shall be exercisable in increments ratably as set forth in Exhibit A hereto (the "Vesting Schedule") determined by the continuous employment of the Option Holder with the Company from the Grant Date to the date of exercise. Notwithstanding anything in this Agreement to the contrary, the Vesting Schedule is subject to Section 5 herein and the Committee, in its sole discretion, may waive the Vesting Schedule and, upon written notice to the Option Holder, accelerate the earliest date or dates in which any of the Options granted hereunder are exercisable. 3. METHOD FOR EXERCISING THE OPTION. The vested portion of the Option may be exercised in whole or in part only by delivery in person or through certified or registered mail to the Company at its principal office in Alvin, Texas (attention: Corporate Secretary) of written notice specifying the Option that is being exercised and the number of shares of Common Stock with respect to which the Option is being exercised. The notice must be accompanied by payment of the Option Price for the portion of the Option being exercised. Payment of this portion of the Option 3 Price for the Common Stock shall be made in full by any of the following methods or any combination of the following methods: (a) In cash or by certified or cashier's check payable to Team, Inc.; (b) The delivery to the Company of certificates representing the number of shares of Common Stock then owned by the Option Holder, the Designated Value (defined below) of which equals the Option Price of the Common Stock purchased pursuant to the Option, properly endorsed for transfer to the Company. (For purposes of this Agreement, the Designated Value of any shares of Common Stock delivered in payment of the Option Price upon exercise of the Option shall be the Designated Value as of the exercise date, and the exercise date shall be the day of delivery of the certificates for the Common Stock used as payment of the Option Price); or (c) The delivery to the Company of a properly executed notice of exercise together with irrevocable instructions to a broker to deliver promptly to the Company, in payment of the Option Price, the amount of the cash proceeds of the sale of shares of Common Stock or a loan from the broker to the Option Holder sufficient, in each case, to pay the Option Price, and in a form satisfactory to the Corporate Secretary. Upon such notice to the Corporate Secretary and payment in full of the amount of the Option Price being exercised, the exercise of the Option shall be deemed to be effective, and a properly executed certificate or certificates representing the Common Stock so purchased shall be issued by the Company and delivered to the Option Holder or the agent designated by the Option Holder. For purposes of this Agreement, the "Designated Value" of the shares of Common Stock on a given date shall be determined in the same manner that fair market value is determined pursuant to Section 2(j) of the Plan. 4. ADJUSTMENTS. In the event of an adjustment (as defined in Section 7 of the Plan), the Committee or the Board of Directors of the Company (as the case may be), in its discretion, shall act to effect one or more of the alternatives set forth in Section 7 of the Plan. 5. EXPIRATION AND TERMINATION OF THE OPTION. The Option shall expire at 5:00 p.m. Houston, Texas time on_________ (the period from the date of this Agreement to the expiration date is defined as the "Option Period") or prior to such time as follows: (a) Upon termination of the employment of the Option Holder for any reason other than death, the Options exercisable as of the date of termination may be exercised by Option Holder within three months after the date of the termination of employment of the Option Holder. If, as of the date of termination of employment, the Option Holder has completed at least five full years of continuous service with the Company, the three month period provided for in the preceding sentence shall be increased to six months. The determination of whether the Option Holder has completed such period of service shall be made by the Committee. 2. 4 (b) Upon termination of the employment of the Option Holder by reason of the death of the Option Holder, all the shares under the Option without regard to whether exercisable as of the date of the Option Holder's death, may be exercised by the personal representative of the deceased Option Holder, within 12 months of the date of the Option Holder's death. 6. TRANSFERABILITY. The Option may not be transferred except by will or pursuant to the laws of descent and distribution, and it shall be exercisable during the Option Holder's life only by him, and after his death, only by those entitled to do so under his will or the applicable laws of descent and distribution. 7. COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any shares of Common Stock pursuant to the exercise of the Option herein granted, the Option Holder or any person acting under Section 5(b) will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement. 8. LEGENDS ON CERTIFICATES. The Certificates representing the shares of Common Stock purchased by exercise of an Option will be stamped or otherwise imprinted with legends in such form as the Company or its counsel may require with respect to any applicable restrictions on sale or transfer and the stock transfer records of the Company will reflect stock-transfer instructions with respect to such shares. 9. WITHHOLDING. (a) Arrangement for Withholding. The Option Holder hereby agrees to make appropriate arrangements with the Company to provide for the amount of additional tax withholding under Sections 3102 and 3402 of the Internal Revenue Code and applicable state income tax laws, if any, resulting from the exercise of the Option. If such arrangements are not made, the Company may refuse to issue any Common Stock to the Option Holder. (b) Withholding Election. The Option Holder may elect to pay all such amounts of tax withholding, or any part thereof, by electing to transfer to the Company, or to have the Company withhold from shares otherwise issuable to the Option Holder, shares of Common Stock having a value equal to the amount required to be withheld or such lesser amount as may be elected by the Option Holder provided that all such elections shall be subject to the approval or disapproval of the Committee. The value of shares of Common Stock to be withheld shall be based on the Designated Value of the Common Stock on the date that the amount of tax to be withheld is to be determined. 10. ACKNOWLEDGMENT OF OPTION HOLDER. The Option Holder acknowledges having received and read a copy of the Plan and this Agreement and agrees to comply with all laws, rules and regulations applicable to the grant and exercise of the Option and the sale or other disposition of the Common Stock. 3. 5 11. MISCELLANEOUS. (a) Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be given by first class registered or certified mail, postage prepaid, or by personal delivery to the appropriate party, addressed: (i) If to the Company, to the Company at its principal place of business at Alvin, Texas (Attention: Corporate Secretary) or at such other address as may have been furnished to the Option Holder in writing by the Company; or (ii) If to the Option Holder, to the Option Holder at his address on file with the Company, or at such other address as may have been furnished to the Company by the Option Holder. Any such notice shall be deemed to have been given as of the fourth day after deposit in the United States Postal Service, postage prepaid, properly addressed as set forth above, in the case of mailed notice, or as of the date delivered in the case of personal delivery. (b) Amendment. The Board of Directors may make any adjustment in the Option Price, the number of shares of Common Stock subject to, or the terms of the Option by amendment or by substitution of an outstanding Option. Such amendment or substitution may result in terms and conditions (including Option Price, the number of shares of Common Stock covered, Vesting Schedule or Option Period) that differ from the terms and conditions of this Option. The Board of Directors may not, however, adversely affect the rights of the Option Holder without the consent of the Option Holder. If such action is effective by amendment, the effective date of such amendment will be the date of the original grant of this Option. Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Option Holder. (c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. (d) Waiver. Any provision contained in this Agreement may be waived, either generally or in any particular instance, by the Company. (e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Option Holder and their respective heirs, executors, administrators, legal representatives, successors and assigns. (f) Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Option Holder any right to be retained in the employ of the Company and this Agreement is limited solely to governing the rights and obligations of the Option Holder with respect to the Common Stock and the Option. 4. 6 (g) Gender and Number. Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. (i) Committee. The Committee appointed under the Plan shall have full discretion to administer the Plan. IN WITNESS WHEREOF, the parties have executed this Agreement on the date(s) set forth below. TEAM, INC. By: ----------------------------------------- Name: --------------------------------------- _________________, 1998 Title: ------------------------------------- OPTION HOLDER --------------------------------------------- _________________, 1998 Name: ---------------------------------------- 5. 7 EXHIBIT A Vesting Schedule
CONDITIONS TO VESTING AMOUNT EXERCISABLE The continuous employment by Cumulative proportion of the Option Holder through the Common Stock as to all or part of applicable date indicated below: which the Option can be exercised after satisfaction of the respective - -------------------------------- conditions to vesting: ------------------------------------ 1. 25% 2. 50% 3. 75% 4. 100%
6. EX-99.C 7 STANDARD RESTRICTED STOCK OPTION AGMT.-PHILIP HAWK 1 EXHIBIT 99(c) STANDARD RESTRICTED STOCK OPTION AWARD AGREEMENT BETWEEN TEAM, INC. AND PHILIP J. HAWK 2 TEAM, INC. STANDARD RESTRICTED STOCK OPTION AWARD AGREEMENT ("SNOS") THIS STANDARD RESTRICTED STOCK OPTION AWARD AGREEMENT (the "Agreement") is made effective as of November 2, 1998 (the "Grant Date") between Team, Inc., a Texas corporation (the "Company"), and PHILIP HAWK ("Hawk" or "Option Holder"). WHEREAS, Hawk and the Company have entered into an employment agreement the ("Employment Agreement") which is dated as of the Grant Date which provides in section 5.b. thereof for the grant of an option (the "Option" or "SNO Option") to purchase shares ("Shares") of the common stock of the Company, $0.30 par value subject among other things to a stated vesting schedule with respect to the exercise of such options; and, WHEREAS, the Company and Hawk have entered into an Incentive Stock Option Award Agreement (the "ISO Agreement") which is also dated as of the Grant Date which grants to Hawk an option ("ISO Option") to acquire 105,666 Shares (Shares which are acquired pursuant to the ISO Option is referred to herein as the " ISO Shares"); and, WHEREAS, the Employment Agreement provides that Hawk's right to exercise the SNO Option will fully vest immediately in the event that: (i) Hawk's employment with the Company is terminated pursuant to Sections 8.a. or 8c. of the Employment Agreement or (ii) a "Change of Control" occurs while Hawk is an employee of the Company in a transaction which is not recommended by the Company's Board of Directors (the aforesaid events which give rise to immediate vesting shall be referred to herein as an "Accelerating Event"); WHEREAS, the Employment Agreement also provides that if an Accelerating Event makes it impossible for part or all of the ISO Options to be exercised, the number of Shares covered by this Agreement will be automatically increased by the number of the ISO Shares (the "Additional SNO Shares") which the Option Holder will not be able to acquire because of the occurrence of the Accelerating Event; 3 NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the receipt and sufficiency and adequacy of which are hereby acknowledged, the parties agree as follows: 12. GRANT OF OPTION. Subject to the terms and conditions of this Agreement, the Company, with the unanimous authorization and approval of its Board of Directors, hereby grants to Hawk effective as of the Grant Date this SNO Option to purchase 44,334 Shares at a price of $3.625 per share (the "Option Price") which is the mean of the opening price ($3.50) and the closing price of the Shares as traded on the American Stock Exchange on the Grant Date. This Agreement and the purchase of Shares hereunder is not intended to be and should not be interpreted to qualify as an Incentive Stock Option as that term is used in Section 422 of the Internal Revenue Code of 1986. Immediately following the occurrence of an Accelerating Event and without further action on behalf of the Company or Hawk, this SNO Option shall be automatically amended to increase the number of Shares which may be acquired through the exercise of this SNO Option by the number of the Additional SNO Shares. 13. OPTION PERIOD. The SNO Option granted herein may be exercised in whole or in part at any time prior to the termination of the Option Period as determined pursuant to Section 5 below, subject however to the limitation that said SNO Option shall be exercisable in increments ratably as set forth in Exhibit A hereto (the "Vesting Schedule"); provided, however, that notwithstanding the Vesting Schedule, this SNO Option shall become fully vested with respect to all Shares covered by this Agreement (including the Additional SNO Shares) upon the occurrence of an Accelerating Event; and, provided further, the Board of Directors of the Company, in its sole discretion, may waive the Vesting Schedule and, upon written notice to the Option Holder, accelerate the earliest date or dates in which the Option granted hereunder is exercisable. The SNO Option granted by this Agreement is the Option described in Section 5.b of the Employment Agreement. 14. METHOD FOR EXERCISING THE OPTION. The vested portion of the Option may be exercised in whole or in part only by delivery in person or through certified or registered mail to the Company at its principal office in Alvin, Texas (attention: Corporate Secretary) of written notice specifying the Option that is being exercised and the number of Shares with respect to which the Option is being exercised. The notice must be accompanied by payment of the Option Price for the portion of the Option being exercised. Payment of this portion of the Option Price for the Shares shall be made in full by any of the following methods or any combination of the following methods: (a) In cash or by certified or cashier's check payable to Team, Inc.; (b) The delivery to the Company of certificates representing the number of Shares then owned by the Option Holder, the Fair Market Value (defined in Section 11(i) below) of which equals the Option Price of the Shares purchased pursuant to the Option, properly endorsed for transfer to the Company. (For purposes of this Agreement, the Fair Market Value of any Shares delivered in payment of the Option Price upon exercise of the Option shall be the Fair Market Value as of the exercise date, and the exercise date shall be the day of delivery of the certificates for the Shares used as payment of the Option Price); or 2. 4 (c) The delivery to the Company of a properly executed notice of exercise together with irrevocable instructions to a broker to deliver promptly to the Company, in payment of the Option Price, the amount of the cash proceeds of the sale of Shares or a loan from the broker to the Option Holder sufficient, in each case, to pay the Option Price, and in a form satisfactory to the Corporate Secretary. Upon such notice to the Corporate Secretary and payment in full of the amount of the Option Price being exercised, the exercise of the Option shall be deemed to be effective, and a properly executed certificate or certificates representing the Shares so purchased shall be issued by the Company and delivered to the Option Holder or the agent designated by the Option Holder. 15. ADJUSTMENTS. (a) In the event that the outstanding Shares 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 Board in the number and kind of shares as to which the outstanding Option, 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 Option 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 this Agreement 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 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 (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 Board shall take such action, and the Option shall terminate, as provided in subparagraph (b) of this Paragraph 4; or 3. 5 (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 Board shall adjust the Shares under such outstanding and unexercised stock options in a manner not inconsistent with the pro visions of the Reorganization Agreement for the adjustment, change, conversion, or exchange of such Shares and such Option. (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. 16. EXPIRATION AND TERMINATION OF THE OPTION. This SNO Option shall expire at 5:00 p.m. Houston, Texas time on November 2, 2008 or prior to such time as follows (the period from the Grant Date to the date of the expiration of the SNO Option is defined herein as the "Option Period"): (a) Upon termination of the employment of the Option Holder for any reason other than death, the Option exercisable as of the date of termination may be exercised by Option Holder within three months after the date of the termination of employment of the Option Holder. If, as of the date of termination of employment, the Option Holder has completed at least five full years of continuous service with the Company, the three month period provided for in the preceding sentence shall be increased to six months. The determination of whether the Option Holder has completed such period of service shall be made by the Company's Board of Directors. (b) Upon termination of the employment of the Option Holder by reason of the death of the Option Holder, all the shares under the Option without regard to whether exercisable as of the date of the Option Holder's death, may be exercised by the personal representative of the deceased Option Holder, within 12 months of the date of the Option Holder's death. 17. TRANSFERABILITY. The Option may not be transferred except by will or pursuant to the laws of descent and distribution, and it shall be exercisable during the Option Holder's life only by him, and after his death, only by those entitled to do so under his will or the applicable laws of descent and distribution. 18. COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any Shares pursuant to the exercise of the Option herein granted, the Option Holder or any person acting under Section 5(b) 4. 6 will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement. 19. LEGENDS ON CERTIFICATES. The Certificates representing the Shares purchased by exercise of an Option will be stamped or otherwise imprinted with legends in such form as the Company or its counsel may require with respect to any applicable restrictions on sale or transfer and the stock transfer records of the Company will reflect stock-transfer instructions with respect to such shares. 20. WITHHOLDING. (a) Arrangement for Withholding. The Option Holder hereby agrees to make appropriate arrangements with the Company to provide for the amount of additional tax withholding under Sections 3102 and 3402 of the Internal Revenue Code and applicable state income tax laws, if any, resulting from the exercise of the Option. If such arrangements are not made, the Company may refuse to issue any Common Stock to the Option Holder. (b) Withholding Election. The Option Holder may elect to pay all such amounts of tax withholding, or any part thereof, by electing to transfer to the Company, or to have the Company withhold from shares otherwise issuable to the Option Holder, Shares having a value equal to the amount required to be withheld or such lesser amount as may be elected by the Option Holder provided that all such elections shall be subject to the approval or disapproval of the Company's Board of Directors. The value of Shares to be withheld shall be based on the Designated Value of the Common Stock on the date that the amount of tax to be withheld is to be determined. 21. ACKNOWLEDGMENT OF OPTION HOLDER. The Option Holder acknowledges having received and read this Agreement and agrees to comply with all laws, rules and regulations applicable to the grant and exercise of the Option and the sale or other disposition of the Common Stock. 22. MISCELLANEOUS. (a) Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be given by first class registered or certified mail, postage prepaid, or by personal delivery to the appropriate party, addressed: (i) If to the Company, to the Company at its principal place of business at Alvin, Texas (Attention: Corporate Secretary) or at such other address as may have been furnished to the Option Holder in writing by the Company; or (ii) If to the Option Holder, to the Option Holder at his address on file with the Company, or at such other address as may have been furnished to the Company by the Option Holder. 5. 7 Any such notice shall be deemed to have been given as of the fourth day after deposit in the United States Postal Service, postage prepaid, properly addressed as set forth above, in the case of mailed notice, or as of the date delivered in the case of personal delivery. (b) Amendment. The Board of Directors may make any adjustment in the Option Price, the number of Shares subject to, or the terms of the Option by amendment or by substitution of an outstanding Option. Such amendment or substitution may result in terms and conditions (including Option Price, the number of Shares covered, Vesting Schedule or Option Period) that differ from the terms and conditions of this Option. The Board of Directors may not, however, adversely affect the rights of the Option Holder without the consent of the Option Holder. If such action is made by amendment, the effective date of such amendment will be the date of the original grant of this Option. Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Option Holder. (c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. (d) Waiver. Any provision contained in this Agreement may be waived, either generally or in any particular instance, by the Company. (e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Option Holder and their respective heirs, executors, administrators, legal representatives, successors and assigns. (f) Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Option Holder any right to be retained in the employ of the Company and this Agreement is limited solely to governing the rights and obligations of the Option Holder with respect to the Common Stock and the Option. (g) Gender and Number. Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. i. "Fair Market Value" means the closing price of the Common Stock reported on the composite tape or other reporting medium (for securities listed on the American Stock Exchange or other primary market or exchange on which the Common Stock is traded) as of the relevant date; provided, however, that if the Common Stock does not trade on the relevant date, such price shall be determined based upon the closing price of the Common Stock on the next preceding date on which trades occurred; and provided further, however, that should the primary market or exchange on which the Common Stock is traded adopt a continuous twenty-four hour trading policy, "Fair Market Value" for purposes of this Plan shall mean the price of the Common Stock on the last trade prior to 4:30 p.m., New York time, on any relevant date. 6. 8 IN WITNESS WHEREOF, the parties have executed this Agreement on the date(s) set forth below. TEAM, INC. By: /s/ Sidney B. Williams ----------------------------------------- Name: Sidney B. Williams Title: Director and Member of Executive Committee OPTION HOLDER /s/ Philip J. Hawk -------------------------------------------- Philip J. Hawk 7. 9 EXHIBIT A Vesting Schedule
CONDITIONS TO VESTING AMOUNT EXERCISABLE Upon the continuous employment Cumulative proportion of the by Option Holder through the Common Stock as to all or part of applicable date indicated below: which the Option can be exercised after satisfaction of the respective - -------------------------------- conditions to vesting: ----------------------------------- 1. November 2, 1999 33 1/3% 2. November 2, 2000 66 2/3% 3. November 2, 2001 100%
EX-99.D 8 PRICE VESTED RESTRICTED STOCK OPTION AWARD AGMT. 1 EXHIBIT 99(d) PRICE VESTED RESTRICTED STOCK OPTION AWARD AGREEMENT BETWEEN TEAM, INC. AND PHILIP J. HAWK 2 TEAM, INC. PRICE VESTED RESTRICTED STOCK OPTION AWARD AGREEMENT ("PVOS") THIS PRICE VESTED RESTRICTED STOCK OPTION AWARD AGREEMENT (the "Agreement") is made effective as of November 2, 1998 between Team, Inc., a Texas corporation (the "Company"), and PHILIP HAWK (the "Option Holder"). WHEREAS, Hawk and the Company have entered into an employment agreement the ("Employment Agreement") which is dated as of the Grant Date which provides in section 5.b. thereof for the grant of an option (the "Option" or "PVO Option") to purchase 200,000 shares ("Shares") of the common stock of the Company, $0.30 par value subject among other things to a vesting schedule with respect to the exercise of such options ; and, WHEREAS, the Employment Agreement provides that Hawk's right to exercise the PVO Option will fully vest immediately in the event that: (i) Hawk's employment with the Company is terminated pursuant to Sections 8.a. or 8c. of the Employment Agreement or (ii) a "Change of Control" occurs while Hawk is an employee of the Company in a transaction which is not recommended by the Company's Board of Directors (the aforesaid events which give rise to immediate vesting shall be referred to herein as an "Accelerating Event"); NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the receipt and sufficiency and adequacy of which are hereby acknowledged, the parties agree as follows: 1. GRANT OF OPTION. Subject to the terms and conditions of this Agreement, the Company, with the unanimous authorization and approval of its Board of Directors, hereby grants to Hawk effective as of the Grant Date this PVO Option to purchase 200,000 Shares at a price of $3.625 per share (the "Option Price") which is the mean of the opening price ($3.50) and the closing price of the Shares as traded on the American Stock Exchange on the Grant Date. This Agreement and the purchase of Shares hereunder is not intended to be and should not be interpreted to qualify as an Incentive Stock Option as that term is used in Section 422 of the Internal Revenue Code of 1986, as amended. 3 2. OPTION PERIOD. The PVO Option granted herein may be exercised in whole or in part at any time prior to the termination of the Option Period as determined pursuant to Section 5 below, subject however to the limitation that said PVO Option shall be exercisable in increments ratably as set forth in Exhibit A hereto (the "Vesting Schedule"); provided, however, that notwithstanding the Vesting Schedule, this PVO Option shall become fully vested with respect to all Shares covered by this Agreement upon the occurrence of an Accelerating Event; and, provided further, the Board of Directors of the Company, in its sole discretion, may waive the Vesting Schedule and, upon written notice to the Option Holder, accelerate the earliest date or dates in which the Option granted hereunder is exercisable. The PVO Option granted by this Agreement is the Option described in Section 5.c of the Employment Agreement. 3. METHOD FOR EXERCISING THE OPTION. The vested portion of the Option may be exercised in whole or in part only by delivery in person or through certified or registered mail to the Company at its principal office in Alvin, Texas (attention: Corporate Secretary) of written notice specifying the Option that is being exercised and the number of Shares with respect to which the Option is being exercised. The notice must be accompanied by payment of the Option Price for the portion of the Option being exercised. Payment of this portion of the Option Price for the Shares shall be made in full by any of the following methods or any combination of the following methods: (a) In cash or by certified or cashier's check payable to Team, Inc.; (b) The delivery to the Company of certificates representing the number of Shares then owned by the Option Holder, the Fair Market Value (defined in Section 11(i) below) of which equals the Option Price of the Shares purchased pursuant to the Option, properly endorsed for transfer to the Company. (For purposes of this Agreement, the Fair Market Value of any Shares delivered in payment of the Option Price upon exercise of the Option shall be the Fair Market Value as of the exercise date, and the exercise date shall be the day of delivery of the certificates for the Shares used as payment of the Option Price); or (c) The delivery to the Company of a properly executed notice of exercise together with irrevocable instructions to a broker to deliver promptly to the Company, in payment of the Option Price, the amount of the cash proceeds of the sale of Shares or a loan from the broker to the Option Holder sufficient, in each case, to pay the Option Price, and in a form satisfactory to the Corporate Secretary. Upon such notice to the Corporate Secretary and payment in full of the amount of the Option Price being exercised, the exercise of the Option shall be deemed to be effective, and a properly executed certificate or certificates representing the Shares so purchased shall be issued by the Company and delivered to the Option Holder or the agent designated by the Option Holder. 4. ADJUSTMENTS. (a) In the event that the outstanding Shares 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 2. 4 or other distribution payable in capital stock, appropriate adjustment shall be made by the Board in the number and kind of shares as to which outstanding Option, 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 Option 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 this Agreement 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 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 (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 Board shall take such action, and the 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 outstanding and unexercised stock options for securities of another corporation, then the Board shall adjust the Shares under such outstanding and unexercised stock options in a manner not inconsistent with the provisions of the Reorganization Agreement for the adjustment, change, conversion, or exchange of such Shares and such Option. (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. 3. 5 (e) Adjustments and determinations under this Paragraph 4 shall be made by the Board, whose decisions shall be final, binding, and conclusive. 5. EXPIRATION AND TERMINATION OF THE OPTION. This PVO Option shall expire at 5:00 p.m. Houston, Texas time on November 2, 2008 or prior to such time as follows (the period from the Grant Date to the date of the expiration of the PVO Option is defined herein as the "Option Period"): (a) Upon termination of the employment of the Option Holder for any reason other than death, the Option exercisable as of the date of termination may be exercised by Option Holder within three months after the date of the termination of employment of the Option Holder. If, as of the date of termination of employment, the Option Holder has completed at least five full years of continuous service with the Company, the three month period provided for in the preceding sentence shall be increased to six months. The determination of whether the Option Holder has completed such period of service shall be made by the Company's Board of Directors. (b) Upon termination of the employment of the Option Holder by reason of the death of the Option Holder, all the shares under the Option without regard to whether exercisable as of the date of the Option Holder's death, may be exercised by the personal representative of the deceased Option Holder, within 12 months of the date of the Option Holder's death. 6. TRANSFERABILITY. The Option may not be transferred except by will or pursuant to the laws of descent and distribution, and it shall be exercisable during the Option Holder's life only by him, and after his death, only by those entitled to do so under his will or the applicable laws of descent and distribution. 7. COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any Shares pursuant to the exercise of the Option herein granted, the Option Holder or any person acting under Section 5(b) will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement. 8. LEGENDS ON CERTIFICATES. The Certificates representing the Shares purchased by exercise of an Option will be stamped or otherwise imprinted with legends in such form as the Company or its counsel may require with respect to any applicable restrictions on sale or transfer and the stock transfer records of the Company will reflect stock-transfer instructions with respect to such shares. 9. WITHHOLDING. (a) Arrangement for Withholding. The Option Holder hereby agrees to make appropriate arrangements with the Company to provide for the amount of additional tax withholding under Sections 3102 and 3402 of the Internal Revenue Code and applicable state income tax laws, if any, resulting from the exercise of the Option. If such arrangements are not made, the Company may refuse to issue any Shares to the Option Holder. 4. 6 (b) Withholding Election. The Option Holder may elect to pay all such amounts of tax withholding, or any part thereof, by electing to transfer to the Company, or to have the Company withhold from shares otherwise issuable to the Option Holder, Shares having a value equal to the amount required to be withheld or such lesser amount as may be elected by the Option Holder provided that all such elections shall be subject to the approval or disapproval of the Company's Board of Directors. The value of Shares to be withheld shall be based on the Designated Value of the Common Stock on the date that the amount of tax to be withheld is to be determined. 10. ACKNOWLEDGMENT OF OPTION HOLDER. The Option Holder acknowledges having received and read this Agreement and agrees to comply with all laws, rules and regulations applicable to the grant and exercise of the Option and the sale or other disposition of the Common Stock. 11. MISCELLANEOUS. (a) Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be given by first class registered or certified mail, postage prepaid, or by personal delivery to the appropriate party, addressed: (i) If to the Company, to the Company at its principal place of business at Alvin, Texas (Attention: Corporate Secretary) or at such other address as may have been furnished to the Option Holder in writing by the Company; or (ii) If to the Option Holder, to the Option Holder at his address on file with the Company, or at such other address as may have been furnished to the Company by the Option Holder. Any such notice shall be deemed to have been given as of the fourth day after deposit in the United States Postal Service, postage prepaid, properly addressed as set forth above, in the case of mailed notice, or as of the date delivered in the case of personal delivery. (b) Amendment. The Board of Directors may make any adjustment in the Option Price, the number of Shares subject to, or the terms of the Option by amendment or by substitution of an outstanding Option. Such amendment or substitution may result in terms and conditions (including Option Price, the number of Shares covered, Vesting Schedule or Option Period) that differ from the terms and conditions of this Option. The Board of Directors may not, however, adversely affect the rights of the Option Holder without the consent of the Option Holder. If such action is made by amendment, the effective date of such amendment will be the date of the original grant of this Option. Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Option Holder. (c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. 5. 7 (d) Waiver. Any provision contained in this Agreement may be waived, either generally or in any particular instance, by the Company. (e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Option Holder and their respective heirs, executors, administrators, legal representatives, successors and assigns. (f) Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Option Holder any right to be retained in the employ of the Company and this Agreement is limited solely to governing the rights and obligations of the Option Holder with respect to the Common Stock and the Option. (g) Gender and Number. Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. (i) "Fair Market Value" means the closing price of the Common Stock reported on the composite tape or other reporting medium (for securities listed on the American Stock Exchange or other primary market or exchange on which the Common Stock is traded) as of the relevant date; provided, however, that if the Common Stock does not trade on the relevant date, such price shall be determined based upon the closing price of the Common Stock on the next preceding date on which trades occurred; and provided further, however, that should the primary market or exchange on which the Common Stock is traded adopt a continuous twenty-four hour trading policy, "Fair Market Value" for purposes of this Plan shall mean the price of the Common Stock on the last trade prior to 4:30 p.m., New York time, on any relevant date. IN WITNESS WHEREOF, the parties have executed this Agreement on the date(s) set forth below. TEAM, INC. By: /s/ Sidney B. Williams ----------------------------------------- Name: Sidney B. Williams Title: Director and Member of Executive Committee OPTION HOLDER /s/ Philip J. Hawk -------------------------------------------- Philip J. Hawk 6. 8 EXHIBIT A Vesting Schedule Vesting of the PVO Option covered by this Agreement shall occur when the public market price of the Shares achieves the following price levels:
LEVELS OPTION VESTED ------ ------------- LEVEL 1: At the end of any consecutive six (6) month period during which the average Closing Price (as hereafter defined) of 33 1/3% the Common Stock throughout such six (6) month period is $7.00 per share, provided that the Closing Price is also at least $7.00 per share at the end of such six (6) month period. LEVEL 2: At the end of any consecutive six (6) month period during which the average Closing Price (as hereafter defined) of 66 2/3% the Common Stock throughout such six (6) month period is $10.50 per share, provided that the Closing Price is also at least $10.50 per share at the end of such six (6) month period. LEVEL 3: At the end of any consecutive six (6) month period during which the average Closing Price (as hereafter defined) of 100% the Common Stock throughout such six (6) month period is $14.00 per share, provided that the Closing Price is also at least $14.00 per share at the end of such six (6) month period.
For purposes of this Agreement, "Closing Price" means the closing price of the Common Stock reported on the composite tape or other reporting medium (for securities listed on the American Stock Exchange or other primary market or exchange on which the Common Stock is 9 traded), provided, however, that should the primary market or exchange on which the Common Stock is traded adopt a continuous twenty-four hour trading policy, "Fair Market Value" for purposes of this Agreement shall mean the price of the Common Stock on the last trade prior to 4:30 p.m., New York time, on any relevant date. In the event that an adjustment to the Option Price per share is made or required to be made pursuant to Section 4(a) of this Agreement, then the price level requirements in this Exhibit A shall also be appropriately adjusted. If the market price requirements for two or more previously unachieved vesting levels are achieved in a single six-month period, then the vesting of PVO Options for all such vesting levels achieved in such six-month period shall occur. -----END PRIVACY-ENHANCED MESSAGE-----