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EXHIBIT 99(c)
STOCK OPTION AGREEMENT BETWEEN
TEAM, INC. AND WILLIAM T. BRAMBLETT
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STOCK OPTION AGREEMENT
This Stock Option Agreement is made effective the 14th day of December,
1995, between TEAM, INC., a Texas corporation (hereinafter called the
"Company") and WILLIAM T. BRAMBLETT, a consultant to the Company (hereinafter
called the "Optionee").
RECITALS:
A. The Company has retained Optionee as a consultant to provide
services to assist in the conduct of the Company's business.
B. In order to provide additional incentives for the furnishing of
valuable services by the Optionee, the Company has determined to grant to the
Optionee the right to acquire certain shares of the Company's common stock with
par value of $0.30 per share (hereinafter called "Shares"), all as provided
more fully hereinafter, all subject to the terms and provisions of this
Agreement.
WITNESSETH:
1. Grant of Stock Option; Expiration Date. The Company hereby
grants to the Optionee, under the terms and conditions hereinafter specified,
the right to acquire up to 20,000 Shares of the Company's common stock with par
value of $0.30 per share; the aforesaid number of Shares shall be the "Total
Number of Shares Covered by This Stock Option Agreement." The option granted
hereunder shall become effective on the effective date of this Agreement as set
forth above ("Date of Grant"), and shall expire at 12:00 Midnight on the
earlier date to occur of May 31, 1998 or the first annual anniversary date of
Optionee's death (hereinafter the "Expiration Date"). In the event of
Optionee's death prior to the Expiration Date, this option shall be exercisable
until the Expiration Date by the legal representative of the estate of the
Optionee or the person(s) who acquires the rights of Optionee hereunder by
bequest or inheritance as a result of the death of Optionee.
2. Purchase Price. The purchase price of the Shares covered by this
Agreement shall be $2.125 per share.
3. Exercise. Subject to the limitations contained herein, the
Optionee may at any time after the Date of Grant exercise this option to
purchase up to the Total Number of Shares Covered by This Stock Option
Agreement. At 12:00 Midnight on the Expiration Date, the option created under
this Agreement shall expire and be of no further force and effect.
The option to purchase granted hereunder shall be exercised by giving
written notice to the Company in compliance with this Agreement. Such notice
shall state the number of Shares with respect to which the option is being
exercised and shall specify a date which shall not be less than fifteen (15)
nor more than thirty (30) days after the date of such notice, as the date on
which the Shares will be taken up and payment made therefor in cash, certified
or bank cashier's check, or the equivalent, at the principal office of the
Company. If any law or regulation requires the Company to take any action with
respect to the Shares specified in such notice, then the date of the delivery
of such Shares against payment therefor shall be extended for the period
necessary to take such action. In the event of any failure to take up and pay
for the number of Shares specified in such notice on the
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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. Adjustments.
(a) In the event that the outstanding shares of Common Stock
of the Company are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities
of the Company or of another corporation, by reason of a
recapitalization, reclassification, stock split-up, combination of
shares, or dividend or other distribution payable in capital stock,
there shall be an appropriate adjustment in the number of shares as to
which this option is exercisable, to the end that the proportionate
interest of the Optionee shall, to the extent practicable, be maintained
as before the occurrence of such event. Such adjustment in number of
shares shall be made without change in the total price applicable to the
unexercised portion of this option but with a corresponding adjustment
in the option price per share.
(b) In the event that the Board of Directors of the Company
("Board") shall adopt resolutions recommending the dissolution or
liquidation of the Company, this option shall terminate as of a date to
be fixed by the Board, provided that not less than thirty (30) days'
written notice of the date so fixed shall be given to Optionee and
Optionee shall have the right during such period to exercise his option
as to all or any part of the shares covered hereby.
(c) In the event of a Reorganization (as hereinafter defined)
in which the Company is not the surviving or acquiring company, or in
which the Company is or becomes a wholly owned subsidiary of another
company after the effective date of the Reorganization, then
(i) If there is no plan or agreement respecting the
Reorganization ("Reorganization Agreement") or if the
Reorganization Agreement does not specifically provide for the
change, conversion or exchange of the shares under this option
for securities of another corporation, then the Board shall take
such action, and this option shall terminate, as provided in
subparagraph (b) of this Paragraph 4; or
(ii) If there is a Reorganization Agreement and if the
Reorganization Agreement specifically provides for the change,
conversion, or exchange of the shares under this option for
securities of another corporation, then the Board shall adjust
the shares under this option in a manner not inconsistent with
the provisions of the Reorganization Agreement for the
adjustment, change, conversion, or exchange of such securities of
the other corporation.
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(d) The term "Reorganization" as used in subparagraph (c) of
this Paragraph 4 shall mean any statutory merger, statutory
consolidation, sale of all or substantially all of the assets of the
Company, or sale, pursuant to an agreement with the Company, of
securities of the Company pursuant to which the Company is or becomes a
wholly owned subsidiary of another company after the effective date of
the Reorganization.
(e) Adjustments and determinations under this Paragraph 4
shall be made by the Board, whose decisions shall be final, binding, and
conclusive.
5. Shares Reserved. The Company will, at all times during the term
of this Agreement, reserve and keep available such number of its common shares
as will be sufficient to satisfy the requirements of this Agreement and will
pay all fees and expenses necessarily incurred by the Company in connection
with the issuance of such shares.
6. Restriction on Issuance of Shares. The Company will not be
obligated to sell any Shares hereunder unless the Shares are at the time
effectively registered or exempt from registration under the Securities Act of
1933, as amended, and applicable state securities laws. The Optionee shall
make such investment representations to the Company and shall consent to the
imposition of such legends on the stock certificates as are necessary, in the
opinion of the Company's counsel, to secure to the Company an appropriate
exemption from applicable securities laws.
7. Successors. This Agreement will be binding upon any successor of
the Company.
8. No Rights as Shareholder. The Optionee shall have no rights as a
shareholder by reason of this Agreement and shall have only those rights
expressly conferred by this Agreement.
9. Nontransferability. This option will not be transferable other
than by will or the laws of descent or distribution or pursuant to a qualified
domestic relations order as defined in the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder, and during the lifetime of the Optionee the
option may be exercised only by Optionee. More particularly (but without
limiting the generality of the foregoing), the option may not be assigned,
transferred, pledged or hypothecated in any way, may not be assignable by
operation of law, and may not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the option contrary to the provisions hereof, and the levy of
any execution, attachment or similar process upon the option, will be null and
void and without effect.
10. Withholding Taxes. Upon exercise of any portion of this option
and notice from the Company to the Optionee, the Optionee shall pay to the
Company the amount of withholding income tax required to be withheld by the
Company from compensation to Optionee and in turn paid by the Company to the
U.S. Internal Revenue Service.
11. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given if
delivered or mailed, first class, with postage prepaid, to:
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If to the Company, addressed to: Team, Inc.
Attention: President
P. O. Box 123
Alvin, TX 77512-0123
If to Optionee, addressed to the address for notice set forth
beneath Optionee's signature below.
or to such other address for notice as either party shall hereafter notify the
other party in writing, from time to time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
February 16, 1996, to be effective the date first set forth above.
C O M P A N Y :
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TEAM, INC.
By /s/William A. Ryan
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(Signature)
William A. Ryan, President
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(Print Name and Office)
O P T I O N E E :
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/s/ William T. Bramblett
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WILLIAM T. BRAMBLETT
Address for Optionee:
3107 Hemingway
Montgomery, Texas 77356
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