EXHIBIT 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT ("Amendment") to that certain Employment Agreement
(the "Employment Agreement" ) dated as of November 2, 1998 (the" Effective
Date") by and between Team, Inc., a Texas corporation (the "Company" or "Team"),
and Xxxxxx X. Xxxx ("Xxxx"), is hereby made effective as of October 1, 2001 (the
"Amendment Date"). Hawk and the Company are sometimes collectively referred to
herein as the "Parties".
WHEREAS, the Agreement provides in Section 7 thereof that unless sooner
terminated pursuant to Section 8, the Term of the Agreement shall terminate on
January 31, 2002; and,
WHEREAS, the Parties wish to amend the Agreement to provide among other
things that unless sooner terminated pursuant to Section 8, the Term of the
Agreement shall terminate on January 31, 2005; and,
WHEREAS, the Parties wish to further amend the Agreement to correctly
reflect Hawk's current Base Compensation and to eliminate certain provisions
contained therein that are no longer operative.
NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree that the Agreement
is hereby amended as follows:
1. Section 3.a. is hereby amended to reflect that Hawk's annual Base
Compensation was increased effective September 15, 2001 to Two Hundred Seventy
Five Thousand Dollars ($275,000).
2. Section 5.c. Simultaneously with the execution of this Amendment,
the Parties have also entered into the First Amendment to The Price Vested Stock
Option Agreement that was entered into as of November 2, 1998 pursuant to
Section 5.c. of the Employment Agreement. The second sentence of the Employment
Agreement is hereby amended to provide in the entirety as follows:
"The PVOs shall be generally subject to the same conditions and
restrictions as the SNOs; provided, however, that (i) in the event that
this Agreement is terminated as provided in Section 8.a herein or as
provided in Section 8.c. herein, the PVOs shall become fully vested as
of the effective date of such termination, and in the event that a
"Change of Control" of Team (as that term is defined in Section 25.b of
this Agreement) occurs while Hawk is employed by Team: (i) in a
transaction that is not recommended by the Board, or (ii) in a
transaction that is recommended by the Board other than a "Management
Buyout Transaction" as that term is defined in Section 2 of the First
Amendment to The Price Vested Stock Option Agreement, then all of the
PVOs shall, notwithstanding anything to the contrary contained herein,
become fully vested immediately prior to the consummation of such
Change of Control Transaction, irrespective of any termination of this
Agreement."
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3. Section 6. The second sentence of Section 6 is hereby amended to
provide in the entirety as follows:
"Team shall pay Hawk's YPO membership and meeting expenses."
4. Section 7. The first sentence of Section 7 is hereby amended to
provide in the entirety as follows:
"The Term ("Term") of this Agreement commenced as of the Effective Date
and, unless sooner terminated by the Parties pursuant to Section 8,
shall terminate on January 31, 2005."
5. Agreement Reconfirmed. The only modifications to the Agreement are
those specifically provided herein and the Parties agree that the Agreement, as
amended by this Amendment, shall continue in full force and effect in accordance
with its terms. Capitalized terms not otherwise defined in this Amendment shall
have the meanings given to them in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
Amendment Date.
TEAM, INC.
By: /s/ XXXX X. XXXXXXX, XX.
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Xxxx X. Xxxxxxx, Xx.,
Director and Chairman of the
Compensation Committee
/s/ XXXXXX X. XXXX
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XXXXXX X. XXXX
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