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EXHIBIT 10.6
EMPLOYMENT TERMINATION AND CONSULTING AGREEMENT
This Employment Termination and Consulting Agreement ("Agreement") is
entered into on the date set forth on the signature page hereof ("Effective
Date"), by and between WILLIAM A. RYAN, an individual ("Ryan"), and TEAM, INC.,
a Texas corporation ("Team").
R E C I T A L S:
WHEREAS, Ryan and Team are parties to that certain Employment and
Consulting Agreement, dated effective as of June 1, 1997, as amended by that
certain First Amendment to Employment Agreement, dated August 12, 1998, but
effective as of June 1, 1998 (collectively, the "Employment Agreement"); and
WHEREAS, Ryan and Team have mutually concluded that Ryan shall cease to
serve as Team's Chief Executive Officer and as an employee of Team as of the
Effective Date but that he shall continue to serve as a Director through the
remainder of his current term and that he shall serve as a consultant to Team as
provided more fully hereinafter. They have further agreed that, as of the
Effective Date, the Employment Agreement shall be terminated in its entirety by
this Agreement, except for the provisions of the Employment Agreement that are
specifically preserved by this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
promises set forth herein, and for other good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, Ryan and
Team hereby agree as follows:
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A G R E E M E N T S:
1. TERMINATION OF EMPLOYMENT - SEVERANCE COMPENSATION. As of the
Effective Date, Ryan shall cease to be an officer and employee of Team and its
subsidiary companies. Ryan shall continue to receive monthly salary payments of
$16,666.66 for the months of November and December, 1998, and for the month of
January, 1999, but shall not thereafter be entitled to receive "Monthly Salary
Payments" as that term is defined in Paragraph 1(a) of the Employment Agreement.
2. BONUS COMPENSATION - STOCK AWARD. Ryan shall in recognition of his
past service to Team, as well as in recognition of his services in facilitating
the smooth succession of Team to a new Chief Executive Officer, receive bonus
compensation in the amount of $100,000, which sum will be paid on or before May
31, 1999 ("Bonus Date") if the Board of Directors determines that Ryan has
cooperated with Team management and the Board of Directors in the transition to
a new Chief Executive Officer. In addition, Ryan shall further be issued 15,000
shares of Team common stock, $0.30 par value per share, in recognition of his
services as Chief Executive Officer of Team during the period commencing August
31, 1995 through the Effective Date.
3. POST EMPLOYMENT CONSULTING TERM. During the period commencing with
the Effective Date and for a period of twelve (12) months thereafter, Team shall
pay Ryan the sum of $8,333.33 per month and then for each of the next thirty-six
(36) months thereafter shall make monthly payments to Ryan in the amount of
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$6,250.00 each. Ryan hereby agrees to cooperate with Team's management and Board
of Directors and to be available to Team's management and its Board of Directors
throughout the period during which the payments are made under this Paragraph
for the purposes of consulting about Team and its business. The payments due
hereunder shall be due to Ryan's estate or personal representative in the event
of his death or legal disability.
4. SURVIVAL OF PARAGRAPH 6 OF EMPLOYMENT AGREEMENT. Paragraph 6 of the
Employment Agreement shall remain in full force and effect from and after the
Effective Date until the expiration of the period provided in Paragraph 6. For
purposes of this provision, the "Term" as used in Paragraph 6 of the Employment
and in the paragraphs in the Employment Agreement that are covered by Paragraph
5 of this Agreement shall be deemed to terminate as of the Effective Date.
5. SURVIVAL OF OTHER PROVISIONS OF THE EMPLOYMENT AGREEMENT. Paragraphs
7 through 18 of the Employment Agreement are incorporated in this Agreement and
shall remain in full force and effect from and after the Effective Date. Except
as provided in Paragraph 4 hereof and this Paragraph 5, the Employment Agreement
is hereby terminated in its entirety.
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IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the 1st day of November, 1998.
/s/ WILLIAM A. RYAN
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WILLIAM A. RYAN
Address:
1410 SHERIDAN RD.
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WILMETTE, IL. 60091
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TEAM, INC.
By: /s/ SIDNEY B. WILLIAMS
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Name: Sidney B. Williams
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Title: Director and Member of Executive
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Committee
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Address:
200 Hermann Drive
Alvin, TX 77511
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