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EXHIBIT 99(b)
SAMPLE FORM OF STOCK OPTION AGREEMENT UNDER
TEAM, INC. OFFICERS' RESTRICTED
STOCK OPTION PLAN
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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
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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
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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:
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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
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O P T I O N E E :
- - - - - - - -
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Address for Optionee:
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