EXHIBIT 10.2
FIRST AMENDMENT TO
PRICE VESTED STOCK OPTION AWARD AGREEMENT
THIS FIRST AMENDMENT ("Amendment") to that certain Price Vested Stock
Option Award Agreement ("Original Agreement"), dated as of November 2, 1998 (the
"Grant Date"), by and between Team, Inc., a Texas corporation (the "Company"),
and Xxxxxx X. Xxxx ( "Option Holder" or "Hawk"), is 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 Parties entered into an employment agreement ("Employment
Agreement") as of the Grant Date that provides in section 5.c. thereof for the
grant of an option (the "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 PVO Options; and,
WHEREAS, in accordance with the Employment Agreement, the Parties
entered into the Original Agreement that provides among other things that the
Option Holder's right to exercise the PVO Option will vest immediately in the
event of the occurrence of an "Accelerating Event" as defined in the Original
Agreement; and
WHEREAS, the Parties have simultaneously with the execution of this
Amendment also executed the First Amendment to the Employment Agreement that
among other things extends the Term of the Employment Agreement as defined in
Section 7 of the Employment Agreement; and,
WHEREAS, the parties now wish to amend the definition of an
"Accelerating Event" as contained in the Original Agreement;
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 as follows:
1. The second Recital and Section 2 of the Original Agreement are
hereby amended to provide that for purposes of accelerating the vesting of the
PVO Options, each of the following events shall constitute an Accelerating
Event: (i) Hawk's employment with the Company is terminated pursuant to Sections
8.a or 8.c. of the Employment Agreement, or (ii) a "Change of Control" occurs
while Hawk is an employee of the Company in a transaction that is not
recommended by the Company's Board of Directors, or (iii) a "Change of Control"
occurs while Hawk is an employee of the Company in a transaction that is
recommended by the Company's Board of Directors other than in a "Management
Buyout Transaction" as defined in Section 2 below.
2. A "Management Buyout Transaction" shall mean any Change of Control
in which the aggregate percentage ownership of the Company's shares of capital
stock by Hawk after giving effect to such transaction is higher than the
aggregate percentage ownership of the Company's shares by Hawk prior to giving
effect to such transaction. Shares underlying options,
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warrants and convertible securities shall be counted on an as-if-converted,
fully-diluted basis in making the foregoing calculations.
3. Capitalized terms not otherwise defined in this Amendment shall have
the meanings given to them in the Original Agreement and in the Employment
Agreement.
4. The Original Agreement, as amended by this Amendment, shall continue
in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective on the date first written above.
TEAM, INC.
By: /s/ XXXX X. XXXXXXX, XX.
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Name: Xxxx X. Xxxxxxx, Xx.
Title: Director and Chairman of the
Compensation Committee
OPTION HOLDER:
/s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
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