TEAM INC, S-8, 1999-02-12

TEAM INC
S-8, 1999-02-12
MISCELLANEOUS REPAIR SERVICES

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<PAGE> 1
As Filed with the Securities and Exchange Commission on February 12, 1999

Registration No. 333-__________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TEAM, INC.
(Exact name of registrant as specified in its charter)

200 Hermann Drive
Alvin, Texas 77511
(713) 331-6154
(Address and telephone number of principal executive office)

Texas 74-1765729
(State of Incorporation) (I.R.S. Employer Identification Number)

TEAM, INC. 1998 INCENTIVE STOCK OPTION PLAN
STANDARD RESTRICTED STOCK OPTION AWARD AGREEMENT
PRICE VESTED RESTRICTED STOCK OPTION AWARD AGREEMENT
(Full Title of Plans)
----------------------------------------

Ted W. Owen
Vice President, Chief Financial Officer,
Secretary and Treasurer
TEAM, INC.
200 Hermann Drive
Alvin, Texas 77511
(713) 331-6154
(Name, address and telephone number of agent for service)

Copy to:

CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN
Attention: Byron L. Willeford
1200 Smith Street, Suite 1400
Houston, Texas 77002
-----------------------------------------

CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------------------------------------------------
Number of Proposed Proposed
Title of shares maximum maximum Amount of
securities being being offering price aggregate registration
registered registered per share (1) offering price fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.30 744,334 $3.875 $2,884,295 $802
per share
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Based on market price and on stock option exercise price, and used solely
to determine the registration fee in accordance with Rule 457(h) under the
Securities Act of 1933.

<PAGE> 2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference into this
registration statement:

(a) The registrant's Annual Report on Form 10-K for the year ended May
31, 1998.

(b) All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since May 31, 1998.

(d) Statement of Relative Rights and Preferences of Series A
Participatory Preferred Stock of Team, Inc. included in Exhibit 2.2 to the
registrant's Form 8-A filed with the Securities and Exchange Commission dated
October 26, 1990.

(e) All other documents filed by the registrant since May 31, 1998
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 and prior to the termination of the offering pursuant hereto, from the
date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Sidney B. Williams, a director of the registrant, is the sole owner of
a professional corporation which is a partner in the law firm which delivered
the legal opinion included as Exhibit 5 hereto. Such firm provides legal
services to the registrant from time to time, and Mr. Williams, as a director,
participates in a stock option plan for non-employee directors.

<PAGE> 3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Applicable provisions of the Texas Business Corporation Act and the
Articles of Incorporation and Bylaws of the registrant authorize indemnification
of directors and officers. A description of such provisions and the general
effect thereof regarding the registrant is hereby incorporated herein by
reference to "Item 15. Indemnification of Directors and Officers" in Part II of
registrant's Registration Statement on Form S-2, File No. 33-31663.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

4(a) Second Restated Articles of Incorporation of the registrant
are incorporated herein by reference to Exhibit 4.1 to the
registrant's Registration Statement on Form S-2, File No.
33-31663.

4(b) Articles of Amendment to the Second Restated Articles of
Incorporation of Team, Inc.

4(c) Bylaws of the registrant are incorporated herein by reference
to Exhibit 4.2 to the registrant's Registration Statement on
Form S-2, File No. 33-31663.

5 Opinion of Messrs. Chamberlain, Hrdlicka, White, Williams &
Martin regarding the legality of the securities being
registered.

23(a) Consent of Deloitte & Touche. LLP.

23(b) Consent of Counsel, Chamberlain, Hrdlicka, White, Williams &
Martin, is set forth in Exhibit 5 hereto.

99(a) Team, Inc. 1998 Incentive Stock Option Plan.

99(b) Form of Stock Option Award Agreement Under the Team, Inc. 1998
Incentive Stock Option Plan.

99(c) Standard Restricted Stock Option Award Agreement Between Team,
Inc. and Philip J. Hawk.

99(d) Price Vested Restricted Stock Option Award Agreement Between
Team, Inc. and Philip J. Hawk.

<PAGE> 4

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:

(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 subject to
applicable regulations;

(ii) to reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and

(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this Registration Statement.

Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered to each person to whom the prospectus issued pursuant to this
registration statement is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article

<PAGE> 5

3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Act") may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceedings) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

<PAGE> 6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Alvin, Texas, effective February 10, 1999.

TEAM, INC.

By: /s/ Philip J. Hawk
---------------------------------------
Philip J. Hawk
Chairman of the Board and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and effective as of the date indicated.

Signature Title Date
--------- ----- ----
<S> <C> <C>

/s/ Philip J. Hawk Chairman of the Board February 10, 1999
- ----------------------------------------- and Chief Executive
Philip J. Hawk Officer (Principal
Executive Officer)

/s/ Ted W. Owen Vice President, Chief February 10, 1999
- ----------------------------------------- Financial Officer,
Ted W. Owen Secretary and Treasurer
(Principal Financial and
Accounting Officer)

/s/ George W. Harrison Director February 10, 1999
- -----------------------------------------
George W. Harrison

/s/ Sidney B. Williams Director February 10, 1999
- -----------------------------------------
Sidney B. Williams

/s/ Louis A. Waters Director February 10, 1999
- -----------------------------------------
Louis A. Waters
</TABLE>

<PAGE> 7

INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit
Number Description
------- -----------
<S> <C>

4(a) Second Restated Articles of Incorporation of the registrant
are incorporated herein by reference to Exhibit 4.1 to the
registrant's Registration Statement on Form S-2, File No.
33-31663.

4(b) Articles of Amendment to the Second Restated Articles of
Incorporation of Team, Inc.

4(c) Bylaws of the registrant are incorporated herein by reference
to Exhibit 4.2 to the registrant's Registration Statement on
Form S-2, File No. 33-31663.

5 Opinion of Messrs. Chamberlain, Hrdlicka, White, Williams &
Martin regarding the legality of the securities being
registered.

23(a) Consent of Deloitte & Touche. LLP.

23(b) Consent of Counsel, Chamberlain, Hrdlicka, White, Williams &
Martin, is set forth in Exhibit 5 hereto.

99(a) Team, Inc. 1998 Incentive Stock Option Plan.

99(b) Form of Stock Option Award Agreement Under the Team, Inc. 1998
Incentive Stock Option Plan.

99(c) Standard Restricted Stock Option Award Agreement Between Team,
Inc. and Philip J. Hawk.

99(d) Price Vested Restricted Stock Option Award Agreement Between
Team, Inc. and Philip J. Hawk.
</TABLE>

<PAGE> 1

EXHIBIT 4(b)

ARTICLES OF AMENDMENT
TO THE SECOND RESTATED ARTICLES OF INCORPORATION
OF TEAM, INC.

<PAGE> 2

ARTICLES OF AMENDMENT
TO THE
SECOND RESTATED ARTICLES OF INCORPORATION
OF
TEAM, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned Corporation adopts the following Articles of
Amendment to its Second Restated Articles of Incorporation:

ARTICLE ONE

The name of the Corporation is Team, Inc.

ARTICLE TWO

The following amendment to the Second Restated Articles of
Incorporation was adopted by the shareholders of the Corporation on October 16,
1998. The Second Restated Articles of Incorporation are amended to increase the
authorized common shares of the Corporation.

The amendment alters the first sentence of Article IV of the Second
Restated Articles of Incorporation and the full text as altered is as follows:

"The aggregate number of shares which the Corporation shall
have the authority to issue is Thirty Million Five Hundred Thousand
(30,500,000) shares, of which Thirty Million (30,000,000) shares shall
be common shares of Thirty Cents ($0.30) par value each and Five
Hundred Thousand (500,000) shares shall be preferred shares of One
Hundred Dollars ($100.00) par value each, issuable in series."

ARTICLE THREE

The number of shares of the Corporation outstanding at the time of such
adoption was 7,294,952 shares of common stock; and the number of shares entitled
to vote thereon was 7,294,952 shares of common stock.

ARTICLE FOUR

The number of shares voted for the amendment was 5,650,271; and the
number of shares voted against the amendment was 1,644,681.

Dated: October 16, 1998

TEAM, INC.

[Filed with Texas Secretary of State 10-23-98] By: /s/ Kenneth M. Tholan
------------------------
Kenneth M. Tholan
President and
Chief Operating Officer

<PAGE> 1
EXHIBIT 5

OPINION OF CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN

<PAGE> 2

[CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN LETTERHEAD]

February 12, 1999

Team, Inc.
200 Hermann Drive
Alvin, Texas 77511

Gentlemen:

You have requested that we furnish to you our legal opinion with
respect to the legality of 744,334 shares of common stock, par value $0.30 per
share, of Team, Inc. (the "Company") covered by a Form S-8 Registration
Statement filed with the Securities and Exchange Commission by the Company near
the date hereof, for the purpose of registering the above stock under the
Securities Act of 1933. Of the above common stock, 500,000 shares are subject to
issuance pursuant to the exercise of stock purchase options by certain employees
of the Company acquired pursuant to the Team, Inc. 1998 Incentive Stock Option
Plan ("Plan"), and 244,334 shares are subject to issuance under two Stock Option
Agreements between the Company and Philip J. Hawk ("Option Agreements"). The
Company has reserved an aggregate of 744,334 shares of authorized but unissued
common stock to be available for issuance under the above Plan and Option
Agreements.

We are furnishing in this letter our legal opinion concerning the
above. In connection with this opinion, we have examined the Articles of
Incorporation, as amended, and Bylaws, as amended, of the Company, the Plan, the
Option Agreements, applicable Board of Directors resolutions of the Company, the
above Registration Statement, the applicable statutes of the State of Texas, and
such other documents and records which we deemed relevant in order to render
this opinion.

Based upon the foregoing, it is our opinion that:

1. The Company was duly and validly organized and is validly existing
in good standing as a corporation under the laws of the State of Texas.

<PAGE> 3

Team, Inc.
February 12, 1999
Page 2

2. When sold and issued in accordance with the Plan or the Option
Agreements, as applicable, and the above Registration Statement and applicable
Prospectuses thereunder, the above 744,334 shares of the Company's common stock
will be legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
above S-8 Registration Statement and to the use of our name wherever it appears
therein.

Very truly yours,

CHAMBERLAIN, HRDLICKA, WHITE,
WILLIAMS & MARTIN, P.C.

/s/ Byron L. Willeford

By: Byron L. Willeford

<PAGE> 1

EXHIBIT 23(a)

CONSENT OF DELOITTE & TOUCHE LLP

<PAGE> 2

INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration Statement of
Team, Inc. on Form S-8 of our report dated August 3, 1998, appearing in the
Annual Report on Form 10-K of Team, Inc. for the year ended May 31, 1998.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Houston, Texas
February 4, 1999

<PAGE> 1

EXHIBIT 99(a)

TEAM, INC. 1998 INCENTIVE STOCK OPTION PLAN

<PAGE> 2

TEAM, INC.

1998 INCENTIVE STOCK OPTION PLAN

The following Team, Inc. 1998 Incentive Stock Option Plan (the "Plan")
has been adopted by the Board of Directors of Team, Inc. effective beginning on
January 29, 1998 subject to approval by the shareholders of the Company no later
than twelve months following the adoption by the Board.

1. Purpose. The Plan is intended to advance the interests of Team, Inc.
(the "Company"), its shareholders, and its subsidiaries by encouraging and
enabling selected key employees of the Company upon whose judgment, initiative
and effort the Company is largely dependent for the successful conduct of its
business, to acquire and/or increase and retain a proprietary interest in the
Company by ownership of its stock.

2. Definitions.

(a) "Act" means the Securities Exchange Act of 1934, as
amended.

(b) "Affiliates" means, except to the extent otherwise not
permitted under Section 424(f) of the Code, any one or more
corporations which are members of a "parent-subsidiary controlled
group" as such term is defined in Section 1563(a)(1) of the Code,
except that "at least 50 percent" shall be substituted for "at least 80
percent" each place it appears in Section 1563(a)(1) of the Code.

(d) "Code" means the Internal Revenue Code of 1986, as
amended.

(e) "Committee" means the Compensation Committee, or such
other committee as designated by the Board of Directors, vested with
authority for administration of the Plan by the Board pursuant to
Paragraph 3.

(f) "Common Stock" means the Company's $0.30 par value common
stock.

(g) "Date of Grant" means the date on which an Option is
granted under the Plan.

(h) "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.

(i) "Exercise Price" means the value per share of Common Stock
that is equal to one hundred percent (100%) of the Fair Market Value of
a share of Common Stock on the last date preceding the Date of Grant on
which sales of the Common

<PAGE> 3

Stock occurred on the American Stock Exchange or other primary market
or exchange on which the Common Stock traded.

(j) "Fair Market Value" means the closing price of the Common
Stock reported on the composite tape or other reporting medium (for
securities listed on the American Stock Exchange or other primary
market or exchange on which the Common Stock is traded) as of the
relevant date; provided, however, that if the Common Stock does not
trade on the relevant date, such price shall be determined based upon
the closing price of the Common Stock on the next preceding date on
which trades occurred; and provided further, however, that should the
primary market or exchange on which the Common Stock is traded adopt a
continuous twenty-four hour trading policy, "Fair Market Value" for
purposes of this Plan shall mean the price of the Common Stock on the
last trade prior to 4:30 p.m., New York time, on any relevant date.

(k) "Option" means an option granted under the Plan.

(l) "Optionee" means a person to whom an Option, which has not
expired, has been granted under the Plan.

(m) "Successor" means the legal representative of the estate
of a deceased Optionee or the person or persons who acquire the right
to exercise an Option by bequest or inheritance or by reason of the
death of any Optionee.

(n) "Term of Plan" means that period which commences January
29, 1998, and terminates on January 28, 2008, or such earlier date as
the Board hereafter determines.

(o) "Termination of Employment" of an Optionee means the
cessation of such Optionee's relationship as an employee of the Company
or Affiliate (for federal tax purposes).

3. Administration of Plan. The Plan shall be administered by the
Committee of two or more members. The Committee shall report all action taken by
it to the Board. Except when the Board determines otherwise, the Committee shall
consist of the members of the Compensation Committee of the Board of Directors.
All members of the Committee shall qualify as both "non-employee directors," as
defined in Rule 16b-3(b)(3) promulgated under the Act and "outside directors"
within the meaning of Section 162(m) of the Code. The Committee shall have full
and final authority in its discretion, subject to the provisions of the Plan, to
determine the key employees to whom and the time or times at which Options shall
be granted and the number of shares of Common Stock covered by each Option; to
construe and interpret the Plan; to determine and interpret the terms and
provisions of the respective option agreements, which need not be identical as
between Optionees, including, but without limitation, terms covering the payment
of the Option price; and to make all other determinations and take all other
actions deemed necessary or advisable for the proper administration of the Plan.
All such actions and determinations shall be conclusively binding for all
purposes and upon all persons.

<PAGE> 4

4. Common Stock Subject to Options. The aggregate number of shares of
the Company's Common Stock which may be issued upon the exercise of Options
granted under the Plan shall not exceed 500,000, subject to adjustment under the
provisions of Paragraph 7. The shares of Common Stock to be issued upon the
exercise of Options may be authorized but unissued shares, shares issued and
reacquired by the Company or shares bought on the market for the purposes of the
Plan. In the event any Option shall, for any reason, terminate or expire or be
surrendered without having been exercised in full, the shares subject to such
Option but not purchased thereunder shall again be available for Options to be
granted under the Plan.

5. Participants. Options may be granted under the Plan to any person
who is a key employee of the Company or Affiliate selected by the Committee for
participation in this Plan.

6. Option Agreements. Any Option granted under this Plan shall be
evidenced by an agreement ("Option Agreement"), which shall be approved as to
form and substance by the Committee. Each such Option Agreement shall be
executed by an officer of the Company and the applicable Optionee. All Options
and Option Agreements granted under the provisions of this Plan shall be subject
to the following limitations and conditions:

(a) Option Price. The Option price per share with respect to
each Option shall be the Exercise Price.

(b) Period of Option. The expiration date of each Option shall
be fixed by the Committee at the Date of Grant, subject to subsequent
extension from time to time by the Committee, but in no event shall the
expiration date be fixed on or extended to a date which is later than
ten years from the Date of Grant.

(c) Holding Period. No Common Stock issued pursuant to
exercise of an Option granted pursuant to this Plan may, unless the
Committee determines otherwise, be sold, transferred, assigned or
otherwise disposed of within six months following the Date of Grant of
the Option. However, for purposes of a qualifying disposition under
Section 422 of the Code, such Common Stock should not be disposed of
within two years following such Date of Grant or one year following the
issuance of such Common Stock.

(d) Shareholder Rights. Neither an Optionee nor his Successor
shall have any of the rights of a shareholder of the Company by reason
of holding an Option, and such shareholder rights will not exist until
the certificates evidencing the shares of Common Stock purchased under
the Option are properly delivered to such Optionee or his Successor.

(e) Exercise of Option. Each Option shall be exercisable from
time to time over a period commencing on the Date of Grant and ending
upon the expiration or termination of the Option; provided, however,
the Committee may, by the provisions of any Option Agreement, postpone
in whole or in part the vesting or exercisability of the Option and
limit the number of shares purchasable thereunder in any period or
periods of time during which the Option is exercisable. Payment of the
Exercise Price for shares of Stock purchased under this Plan shall be
made in full

<PAGE> 5

and in cash or by certified or cashier's check made payable to the
Company or a combination thereof. However, the Committee in its
discretion may allow payment for shares of Stock purchased under any
Option or limited part thereof to be made in whole or in part in Common
Stock which has been owned by the Optionee for any period prescribed by
the Committee prior to the exercise. In the event that Common Stock is
utilized in consideration for the purchase upon the exercise of an
Option, then such Common Stock shall be valued at the Fair Market Value
on the date of exercise. Exercise of an Option shall not be effective
until the Company has received written notice of exercise. Such notice
must specify the number of whole shares to be purchased and be
accompanied by payment in full of the aggregate Exercise Price for the
number of shares purchased. The Company shall not in any case be
required to sell, issue, or deliver a fractional share with respect to
any Option.

(f) Nontransferability of Option. No Option shall be
transferable or assignable by an Optionee, otherwise than by will or
the laws of descent and distribution. Each Option shall be exercisable,
during the Optionee's lifetime, only by such Optionee. No Option shall
be pledged or hypothecated in any way and no Option shall be subject to
execution, attachment, or similar process.

(g) Termination of Employment. Except as provided in
subparagraph (h) below, upon an Optionee's Termination of Employment
his Option privileges shall be limited to the shares which were
immediately purchasable by him at the date of such termination, and
such Option privileges shall be exercisable by such Optionee for three
months after the date of such termination, at which time such Option
shall expire. The Committee may, by the terms of the Option Agreement,
provide for a longer period of six months instead of the three months
provided in the preceding sentence for longer term employees. The
granting of an Option to an eligible person does not alter in any way
the Company's existing rights to terminate such person's employment at
any time for any reason, nor does it confer upon such person any rights
or privileges except as specifically provided for in the Plan.

(h) Death of Optionee. If an Optionee dies while in the employ
of the Company, such Optionee's Option to purchase the total number of
the shares covered by the applicable Option Agreement shall thereupon
become fully exercisable and shall remain exercisable by the Optionee's
Successor until the close of the business day on or immediately
preceding the first annual anniversary date of the Optionee's death, at
which time such Option shall expire.

(i) Additional Limitations for Incentive Stock Options.
Options to be granted under the Plan are intended to qualify as
"incentive stock options" as defined in Section 422 of the Code. No
Options shall be granted to any Participant who is not eligible to
receive incentive stock options as provided in Section 422 of the Code.
No Options shall be granted to any Participant if, immediately before
the grant of an Option, such Participant owns more than 10% of the
total combined voting power of all classes of stock of the Company or
its Affiliates (as determined in accordance with the stock attribution
rules contained in Section 424(d) of the Code). Provided, the preceding
sentence shall not apply if at the time the Option is granted, the
Option

<PAGE> 6

Price is increased to an amount equal to 110 percent of the Fair Market
Value and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted. The
aggregate Fair Market Value (determined as of the time the Option is
granted) of the Stock with respect to which Options are exercisable for
the first time by any Participant during any calendar year (under all
incentive stock option plans qualified under Section 422 of the Code
sponsored by the Company or any Affiliate) shall not exceed
$100,000.00.

7. 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,
appropriate adjustment shall be made by the Committee in the number and
kind of shares for the purchase of which Options may be granted under
the Plan. In addition, the Committee shall make appropriate adjustment
in the number and kind of shares as to which outstanding Options, or
portions thereof then unexercised, shall be exercisable, to the end
that the proportionate interest of the holder of the Option shall, to
the extent practicable, be maintained as before the occurrence of such
event. Such adjustment in outstanding Options shall be made without
change in the total price applicable to the unexercised portion of the
Option but with a corresponding adjustment in the Option price per
share.

(b) In the event that the Board shall adopt resolutions
recommending the dissolution or liquidation of the Company, any Option
granted under the Plan shall terminate as of a date to be fixed by the
Committee, provided that not less than thirty (30) days' written notice
of the date so fixed shall be given to each Optionee and each such
Optionee shall have the right during such period to exercise his Option
as to all or any part of the shares covered thereby, including shares
as to which such Option would not otherwise be exercisable by reason of
an insufficient lapse of time.

(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 outstanding
and unexercised stock options for securities of another
corporation, then the Committee shall take such action, and
the Options shall terminate, as provided in subparagraph (b)
of this Paragraph 7; or

<PAGE> 7

(ii) If there is a Reorganization Agreement and if
the Reorganization Agreement specifically provides for the
change, conversion, or exchange of the shares under
outstanding and unexercised stock options for securities of
another corporation, then the Committee shall adjust the
shares under such outstanding and unexercised stock options
(and shall adjust the shares remaining under the Plan which
are then available to be optioned under the Plan, if the
Reorganization Agreement makes specific provision therefor) in
a manner not inconsistent with the provisions of the
Reorganization Agreement for the adjustment, change,
conversion, or exchange of such stock and such Options.

(d) The term "Reorganization" as used in subparagraph (c) of
this Paragraph 7 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. The provisions of Paragraph 7(c) above shall comply
with Section 424(a) of the Code except to the extent the Committee
determines otherwise.

(e) Adjustments and determinations under this Paragraph 7
shall be made by the Committee, whose decisions shall be final,
binding, and conclusive.

8. Restrictions on Issuing Shares. The exercise of each Option shall be
subject to the condition that if at any time the Company shall determine in its
discretion that the satisfaction of withholding tax or other withholding
liabilities, or that the listing, registration, or qualification of any shares
otherwise deliverable upon such exercise upon any securities exchange or under
any state or federal law, or that the consent or approval of any regulatory
body, is necessary or desirable as a condition of, or in connection with, such
exercise or the delivery or purchase of shares pursuant thereto, then in any
such event, such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
Without limiting the foregoing, 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.

9. Use of Proceeds. The proceeds received by the Company from the sale
of Common Stock pursuant to the exercise of Options granted under the Plan shall
be added to the Company's general funds and used for general corporate purposes.

<PAGE> 8

10. Amendment, Suspension, and Termination of Plan.

(a) The Board shall have complete discretionary authority and
power to amend, suspend or terminate the Plan at any time, subject to
the following provisions:

(b) An amendment increasing the number of shares of Common
Stock provided in Paragraph 4 above, may not be made without
shareholder approval.

(c) The Board may not, without the relevant Optionee's written
consent, modify the terms and conditions of an Option previously
granted under the Plan.

(d) No amendment, suspension or termination of the Plan shall,
without the relevant Optionee's written consent, alter, terminate or
impair any right or obligation under any Option previously granted
under the Plan.

(e) Unless previously terminated, the Plan shall terminate
with respect to the issuance of any new Options, and no more Options
may be granted after January 28, 2008. The Plan shall continue in
effect with respect to Options granted before termination of the Plan
until such Options have been settled, terminated, or forfeited.

<PAGE> 1

EXHIBIT 99(b)

FORM OF STOCK OPTION AWARD AGREEMENT UNDER
TEAM, INC. 1998 INCENTIVE
STOCK OPTION PLAN

<PAGE> 2

TEAM, INC.

INCENTIVE STOCK OPTION AWARD AGREEMENT

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (the "Agreement") made
effective as of____________ , between Team, Inc., a Texas corporation (the
"Company"), and _______________________________________ (the "Option Holder").

1. GRANT OF OPTION. Subject to the terms and conditions of this
Agreement and the Team, Inc., 1998 Incentive Stock Option Plan (the "Plan"), a
copy of which is annexed to and made a part of this Agreement, the Company
hereby grants to the Option Holder effective__________________, (the "Grant
Date") an option (the "Option") to purchase __________ shares of the common
stock of the Company, $.030 par value ("Common Stock") at a price per share of
$____________ (the "Option Price"). This Agreement and the purchase of the
shares of Common Stock hereunder is intended and should be interpreted to
qualify as an Incentive Stock Option as that term is used in Section 422 of the
Internal Revenue Code of 1986, as it may be amended from time to time (the
"Code"), and any provisions of this Agreement are hereby amended in their
entirety to any extent necessary to permit all Common Stock purchased hereunder
to qualify for treatment as such under Section 422 of the Internal Revenue Code.

In the event that the Option Holder is or becomes a longer term
employee, an extension of the option expiration period provided in Section 5
below has been provided from three months to six months following termination of
employment. However, if the Option Holder is not totally and permanently
disabled (as defined in Section 422(c)(6) of the Code) and if the option is
exercised after three months, such exercise will no longer be qualifying for
purposes of Section 421(a) of the Code and the option so exercised shall be
treated as a nonqualified option instead of an incentive stock option.

2. OPTION PERIOD. The Option granted herein may be exercised by the
Option Holder in whole or in part, subject to the limitation that said Option
shall be exercisable in increments ratably as set forth in Exhibit A hereto (the
"Vesting Schedule") determined by the continuous employment of the Option Holder
with the Company from the Grant Date to the date of exercise. Notwithstanding
anything in this Agreement to the contrary, the Vesting Schedule is subject to
Section 5 herein and the Committee, in its sole discretion, may waive the
Vesting Schedule and, upon written notice to the Option Holder, accelerate the
earliest date or dates in which any of the Options granted hereunder are
exercisable.

3. METHOD FOR EXERCISING THE OPTION. The vested portion of the Option
may be exercised in whole or in part only by delivery in person or through
certified or registered mail to the Company at its principal office in Alvin,
Texas (attention: Corporate Secretary) of written notice specifying the Option
that is being exercised and the number of shares of Common Stock with respect to
which the Option is being exercised. The notice must be accompanied by payment
of the Option Price for the portion of the Option being exercised. Payment of
this portion of the Option

<PAGE> 3

Price for the Common Stock shall be made in full by any of the following methods
or any combination of the following methods:

(a) In cash or by certified or cashier's check payable to
Team, Inc.;

(b) The delivery to the Company of certificates representing
the number of shares of Common Stock then owned by the Option Holder, the
Designated Value (defined below) of which equals the Option Price of the Common
Stock purchased pursuant to the Option, properly endorsed for transfer to the
Company. (For purposes of this Agreement, the Designated Value of any shares of
Common Stock delivered in payment of the Option Price upon exercise of the
Option shall be the Designated Value as of the exercise date, and the exercise
date shall be the day of delivery of the certificates for the Common Stock used
as payment of the Option Price); or

(c) The delivery to the Company of a properly executed notice
of exercise together with irrevocable instructions to a broker to deliver
promptly to the Company, in payment of the Option Price, the amount of the cash
proceeds of the sale of shares of Common Stock or a loan from the broker to the
Option Holder sufficient, in each case, to pay the Option Price, and in a form
satisfactory to the Corporate Secretary.

Upon such notice to the Corporate Secretary and payment in
full of the amount of the Option Price being exercised, the exercise of the
Option shall be deemed to be effective, and a properly executed certificate or
certificates representing the Common Stock so purchased shall be issued by the
Company and delivered to the Option Holder or the agent designated by the Option
Holder.

For purposes of this Agreement, the "Designated Value" of the shares of
Common Stock on a given date shall be determined in the same manner that fair
market value is determined pursuant to Section 2(j) of the Plan.

4. ADJUSTMENTS. In the event of an adjustment (as defined in Section 7
of the Plan), the Committee or the Board of Directors of the Company (as the
case may be), in its discretion, shall act to effect one or more of the
alternatives set forth in Section 7 of the Plan.

5. EXPIRATION AND TERMINATION OF THE OPTION. The Option shall expire at
5:00 p.m. Houston, Texas time on_________ (the period from the date of this
Agreement to the expiration date is defined as the "Option Period") or prior to
such time as follows:

(a) Upon termination of the employment of the Option Holder
for any reason other than death, the Options exercisable as of the date of
termination may be exercised by Option Holder within three months after the date
of the termination of employment of the Option Holder. If, as of the date of
termination of employment, the Option Holder has completed at least five full
years of continuous service with the Company, the three month period provided
for in the preceding sentence shall be increased to six months. The
determination of whether the Option Holder has completed such period of service
shall be made by the Committee.

<PAGE> 4

(b) Upon termination of the employment of the Option Holder by
reason of the death of the Option Holder, all the shares under the Option
without regard to whether exercisable as of the date of the Option Holder's
death, may be exercised by the personal representative of the deceased Option
Holder, within 12 months of the date of the Option Holder's death.

6. TRANSFERABILITY. The Option may not be transferred except by will or
pursuant to the laws of descent and distribution, and it shall be exercisable
during the Option Holder's life only by him, and after his death, only by those
entitled to do so under his will or the applicable laws of descent and
distribution.

7. COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any shares
of Common Stock pursuant to the exercise of the Option herein granted, the
Option Holder or any person acting under Section 5(b) will enter into such
written representations, warranties and agreements as the Company may reasonably
request in order to comply with applicable securities laws or with this
Agreement.

8. LEGENDS ON CERTIFICATES. The Certificates representing the shares of
Common Stock purchased by exercise of an Option will be stamped or otherwise
imprinted with legends in such form as the Company or its counsel may require
with respect to any applicable restrictions on sale or transfer and the stock
transfer records of the Company will reflect stock-transfer instructions with
respect to such shares.

9. WITHHOLDING.

(a) Arrangement for Withholding. The Option Holder hereby
agrees to make appropriate arrangements with the Company to provide for the
amount of additional tax withholding under Sections 3102 and 3402 of the
Internal Revenue Code and applicable state income tax laws, if any, resulting
from the exercise of the Option. If such arrangements are not made, the Company
may refuse to issue any Common Stock to the Option Holder.

(b) Withholding Election. The Option Holder may elect to pay
all such amounts of tax withholding, or any part thereof, by electing to
transfer to the Company, or to have the Company withhold from shares otherwise
issuable to the Option Holder, shares of Common Stock having a value equal to
the amount required to be withheld or such lesser amount as may be elected by
the Option Holder provided that all such elections shall be subject to the
approval or disapproval of the Committee. The value of shares of Common Stock to
be withheld shall be based on the Designated Value of the Common Stock on the
date that the amount of tax to be withheld is to be determined.

10. ACKNOWLEDGMENT OF OPTION HOLDER. The Option Holder acknowledges
having received and read a copy of the Plan and this Agreement and agrees to
comply with all laws, rules and regulations applicable to the grant and exercise
of the Option and the sale or other disposition of the Common Stock.

<PAGE> 5

11. MISCELLANEOUS.

(a) Notices. Any notice required or permitted to be given
under this Agreement shall be in writing and shall be given by first class
registered or certified mail, postage prepaid, or by personal delivery to the
appropriate party, addressed:

(i) If to the Company, to the Company at its
principal place of business at Alvin, Texas (Attention: Corporate Secretary) or
at such other address as may have been furnished to the Option Holder in writing
by the Company; or

(ii) If to the Option Holder, to the Option Holder at
his address on file with the Company, or at such other address as may have been
furnished to the Company by the Option Holder.

Any such notice shall be deemed to have been given as of the fourth day after
deposit in the United States Postal Service, postage prepaid, properly addressed
as set forth above, in the case of mailed notice, or as of the date delivered in
the case of personal delivery.

(b) Amendment. The Board of Directors may make any adjustment
in the Option Price, the number of shares of Common Stock subject to, or the
terms of the Option by amendment or by substitution of an outstanding Option.
Such amendment or substitution may result in terms and conditions (including
Option Price, the number of shares of Common Stock covered, Vesting Schedule or
Option Period) that differ from the terms and conditions of this Option. The
Board of Directors may not, however, adversely affect the rights of the Option
Holder without the consent of the Option Holder. If such action is effective by
amendment, the effective date of such amendment will be the date of the original
grant of this Option. Except as provided herein, this Agreement may not be
amended or otherwise modified unless evidenced in writing and signed by the
Company and the Option Holder.

(c) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by law.

(d) Waiver. Any provision contained in this Agreement may be
waived, either generally or in any particular instance, by the Company.

(e) Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Company and the Option Holder and their respective
heirs, executors, administrators, legal representatives, successors and assigns.

(f) Rights to Employment. Nothing contained in this Agreement
shall be construed as giving the Option Holder any right to be retained in the
employ of the Company and this Agreement is limited solely to governing the
rights and obligations of the Option Holder with respect to the Common Stock and
the Option.

<PAGE> 6

(g) Gender and Number. Except when otherwise indicated by the
context, the masculine gender shall also include the feminine gender, and the
definition of any term herein in the singular shall also include the plural.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.

(i) Committee. The Committee appointed under the Plan shall
have full discretion to administer the Plan.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date(s) set forth below.

TEAM, INC.

By:
-----------------------------------------
Name:
---------------------------------------
_________________, 1998 Title:
-------------------------------------

OPTION HOLDER

---------------------------------------------
_________________, 1998 Name:
----------------------------------------

<PAGE> 7

EXHIBIT A

Vesting Schedule

CONDITIONS TO VESTING AMOUNT EXERCISABLE

The continuous employment by Cumulative proportion of the
Option Holder through the Common Stock as to all or part of
applicable date indicated below: which the Option can be exercised
after satisfaction of the respective
- -------------------------------- conditions to vesting:

------------------------------------
<S> <C>
1. 25%

2. 50%

3. 75%

4. 100%
</TABLE>

<PAGE> 1

EXHIBIT 99(c)

STANDARD RESTRICTED STOCK OPTION AWARD AGREEMENT
BETWEEN
TEAM, INC. AND PHILIP J. HAWK

<PAGE> 2

TEAM, INC.

STANDARD RESTRICTED STOCK OPTION AWARD AGREEMENT
("SNOS")

THIS STANDARD RESTRICTED STOCK OPTION AWARD AGREEMENT (the
"Agreement") is made effective as of November 2, 1998 (the "Grant Date") between
Team, Inc., a Texas corporation (the "Company"), and PHILIP HAWK ("Hawk" or
"Option Holder").

WHEREAS, Hawk and the Company have entered into an employment agreement the
("Employment Agreement") which is dated as of the Grant Date which provides in
section 5.b. thereof for the grant of an option (the "Option" or "SNO Option")
to purchase shares ("Shares") of the common stock of the Company, $0.30 par
value subject among other things to a stated vesting schedule with respect to
the exercise of such options; and,

WHEREAS, the Company and Hawk have entered into an Incentive Stock Option Award
Agreement (the "ISO Agreement") which is also dated as of the Grant Date which
grants to Hawk an option ("ISO Option") to acquire 105,666 Shares (Shares which
are acquired pursuant to the ISO Option is referred to herein as the " ISO
Shares"); and,

WHEREAS, the Employment Agreement provides that Hawk's right to exercise the SNO
Option will fully vest immediately in the event that: (i) Hawk's employment with
the Company is terminated pursuant to Sections 8.a. or 8c. of the Employment
Agreement or (ii) a "Change of Control" occurs while Hawk is an employee of the
Company in a transaction which is not recommended by the Company's Board of
Directors (the aforesaid events which give rise to immediate vesting shall be
referred to herein as an "Accelerating Event");

WHEREAS, the Employment Agreement also provides that if an Accelerating Event
makes it impossible for part or all of the ISO Options to be exercised, the
number of Shares covered by this Agreement will be automatically increased by
the number of the ISO Shares (the "Additional SNO Shares") which the Option
Holder will not be able to acquire because of the occurrence of the Accelerating
Event;

<PAGE> 3

NOW, THEREFORE, in consideration of the premises and the covenants contained
herein, the receipt and sufficiency and adequacy of which are hereby
acknowledged, the parties agree as follows:

12. GRANT OF OPTION. Subject to the terms and conditions of this
Agreement, the Company, with the unanimous authorization and approval of its
Board of Directors, hereby grants to Hawk effective as of the Grant Date this
SNO Option to purchase 44,334 Shares at a price of $3.625 per share (the "Option
Price") which is the mean of the opening price ($3.50) and the closing price of
the Shares as traded on the American Stock Exchange on the Grant Date. This
Agreement and the purchase of Shares hereunder is not intended to be and should
not be interpreted to qualify as an Incentive Stock Option as that term is used
in Section 422 of the Internal Revenue Code of 1986. Immediately following the
occurrence of an Accelerating Event and without further action on behalf of the
Company or Hawk, this SNO Option shall be automatically amended to increase the
number of Shares which may be acquired through the exercise of this SNO Option
by the number of the Additional SNO Shares.

13. OPTION PERIOD. The SNO Option granted herein may be exercised in
whole or in part at any time prior to the termination of the Option Period as
determined pursuant to Section 5 below, subject however to the limitation that
said SNO Option shall be exercisable in increments ratably as set forth in
Exhibit A hereto (the "Vesting Schedule"); provided, however, that
notwithstanding the Vesting Schedule, this SNO Option shall become fully vested
with respect to all Shares covered by this Agreement (including the Additional
SNO Shares) upon the occurrence of an Accelerating Event; and, provided further,
the Board of Directors of the Company, in its sole discretion, may waive the
Vesting Schedule and, upon written notice to the Option Holder, accelerate the
earliest date or dates in which the Option granted hereunder is exercisable. The
SNO Option granted by this Agreement is the Option described in Section 5.b of
the Employment Agreement.

14. METHOD FOR EXERCISING THE OPTION. The vested portion of the Option
may be exercised in whole or in part only by delivery in person or through
certified or registered mail to the Company at its principal office in Alvin,
Texas (attention: Corporate Secretary) of written notice specifying the Option
that is being exercised and the number of Shares with respect to which the
Option is being exercised. The notice must be accompanied by payment of the
Option Price for the portion of the Option being exercised. Payment of this
portion of the Option Price for the Shares shall be made in full by any of the
following methods or any combination of the following methods:

(a) In cash or by certified or cashier's check payable to
Team, Inc.;

(b) The delivery to the Company of certificates representing
the number of Shares then owned by the Option Holder, the Fair Market Value
(defined in Section 11(i) below) of which equals the Option Price of the Shares
purchased pursuant to the Option, properly endorsed for transfer to the Company.
(For purposes of this Agreement, the Fair Market Value of any Shares delivered
in payment of the Option Price upon exercise of the Option shall be the Fair
Market Value as of the exercise date, and the exercise date shall be the day of
delivery of the certificates for the Shares used as payment of the Option
Price); or

<PAGE> 4

(c) The delivery to the Company of a properly executed notice
of exercise together with irrevocable instructions to a broker to deliver
promptly to the Company, in payment of the Option Price, the amount of the cash
proceeds of the sale of Shares or a loan from the broker to the Option Holder
sufficient, in each case, to pay the Option Price, and in a form satisfactory to
the Corporate Secretary.

Upon such notice to the Corporate Secretary and payment in
full of the amount of the Option Price being exercised, the exercise of the
Option shall be deemed to be effective, and a properly executed certificate or
certificates representing the Shares so purchased shall be issued by the Company
and delivered to the Option Holder or the agent designated by the Option Holder.

15. ADJUSTMENTS.

(a) In the event that the outstanding Shares 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, appropriate adjustment
shall be made by the Board in the number and kind of shares as to which
the outstanding Option, or portions thereof then unexercised, shall be
exercisable, to the end that the proportionate interest of the holder
of the Option shall, to the extent practicable, be maintained as before
the occurrence of such event. Such adjustment in outstanding Option
shall be made without change in the total price applicable to the
unexercised portion of the Option but with a corresponding adjustment
in the Option price per share.

(b) In the event that the Board shall adopt resolutions
recommending the dissolution or liquidation of the Company, any Option
granted under this Agreement 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 each Optionee and each
such Optionee shall have the right during such period to exercise his
Option as to all or any part of the shares covered thereby, including
shares as to which such Option would not otherwise be exercisable by
reason of an insufficient lapse of time.

(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 outstanding
and unexercised stock options for securities of another
corporation, then the Board shall take such action, and the
Option shall terminate, as provided in subparagraph (b) of
this Paragraph 4; or

<PAGE> 5

(ii) If there is a Reorganization Agreement and if
the Reorganization Agreement specifically provides for the
change, conversion, or exchange of the Shares under
outstanding and unexercised stock options for securities of
another corporation, then the Board shall adjust the Shares
under such outstanding and unexercised stock options in a
manner not inconsistent with the pro visions of the
Reorganization Agreement for the adjustment, change,
conversion, or exchange of such Shares and such Option.

(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.

16. EXPIRATION AND TERMINATION OF THE OPTION. This SNO Option shall
expire at 5:00 p.m. Houston, Texas time on November 2, 2008 or prior to such
time as follows (the period from the Grant Date to the date of the expiration of
the SNO Option is defined herein as the "Option Period"):

(a) Upon termination of the employment of the Option Holder
for any reason other than death, the Option exercisable as of the date of
termination may be exercised by Option Holder within three months after the date
of the termination of employment of the Option Holder. If, as of the date of
termination of employment, the Option Holder has completed at least five full
years of continuous service with the Company, the three month period provided
for in the preceding sentence shall be increased to six months. The
determination of whether the Option Holder has completed such period of service
shall be made by the Company's Board of Directors.

17. TRANSFERABILITY. The Option may not be transferred except by will
or pursuant to the laws of descent and distribution, and it shall be exercisable
during the Option Holder's life only by him, and after his death, only by those
entitled to do so under his will or the applicable laws of descent and
distribution.

18. COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any Shares
pursuant to the exercise of the Option herein granted, the Option Holder or any
person acting under Section 5(b)

<PAGE> 6

will enter into such written representations, warranties and agreements as the
Company may reasonably request in order to comply with applicable securities
laws or with this Agreement.

19. LEGENDS ON CERTIFICATES. The Certificates representing the Shares
purchased by exercise of an Option will be stamped or otherwise imprinted with
legends in such form as the Company or its counsel may require with respect to
any applicable restrictions on sale or transfer and the stock transfer records
of the Company will reflect stock-transfer instructions with respect to such
shares.

20. WITHHOLDING.

(b) Withholding Election. The Option Holder may elect to pay
all such amounts of tax withholding, or any part thereof, by electing to
transfer to the Company, or to have the Company withhold from shares otherwise
issuable to the Option Holder, Shares having a value equal to the amount
required to be withheld or such lesser amount as may be elected by the Option
Holder provided that all such elections shall be subject to the approval or
disapproval of the Company's Board of Directors. The value of Shares to be
withheld shall be based on the Designated Value of the Common Stock on the date
that the amount of tax to be withheld is to be determined.

21. ACKNOWLEDGMENT OF OPTION HOLDER. The Option Holder acknowledges
having received and read this Agreement and agrees to comply with all laws,
rules and regulations applicable to the grant and exercise of the Option and the
sale or other disposition of the Common Stock.

22. MISCELLANEOUS.

(ii) If to the Option Holder, to the Option Holder at
his address on file with the Company, or at such other address as may have been
furnished to the Company by the Option Holder.

<PAGE> 7

(b) Amendment. The Board of Directors may make any adjustment
in the Option Price, the number of Shares subject to, or the terms of the Option
by amendment or by substitution of an outstanding Option. Such amendment or
substitution may result in terms and conditions (including Option Price, the
number of Shares covered, Vesting Schedule or Option Period) that differ from
the terms and conditions of this Option. The Board of Directors may not,
however, adversely affect the rights of the Option Holder without the consent of
the Option Holder. If such action is made by amendment, the effective date of
such amendment will be the date of the original grant of this Option. Except as
provided herein, this Agreement may not be amended or otherwise modified unless
evidenced in writing and signed by the Company and the Option Holder.

(d) Waiver. Any provision contained in this Agreement may be
waived, either generally or in any particular instance, by the Company.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.

i. "Fair Market Value" means the closing price of the Common
Stock reported on the composite tape or other reporting medium (for securities
listed on the American Stock Exchange or other primary market or exchange on
which the Common Stock is traded) as of the relevant date; provided, however,
that if the Common Stock does not trade on the relevant date, such price shall
be determined based upon the closing price of the Common Stock on the next
preceding date on which trades occurred; and provided further, however, that
should the primary market or exchange on which the Common Stock is traded adopt
a continuous twenty-four hour trading policy, "Fair Market Value" for purposes
of this Plan shall mean the price of the Common Stock on the last trade prior to
4:30 p.m., New York time, on any relevant date.

<PAGE> 8

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date(s) set forth below.

TEAM, INC.

By: /s/ Sidney B. Williams
-----------------------------------------
Name: Sidney B. Williams
Title: Director and Member of
Executive Committee

OPTION HOLDER

/s/ Philip J. Hawk
--------------------------------------------
Philip J. Hawk

<PAGE> 9

EXHIBIT A

Vesting Schedule

CONDITIONS TO VESTING AMOUNT EXERCISABLE

Upon the continuous employment Cumulative proportion of the
by Option Holder through the Common Stock as to all or part of
applicable date indicated below: which the Option can be exercised
after satisfaction of the respective
- -------------------------------- conditions to vesting:

-----------------------------------
<S> <C>
1. November 2, 1999 33 1/3%

2. November 2, 2000 66 2/3%

3. November 2, 2001 100%
</TABLE>

<PAGE> 1

EXHIBIT 99(d)

PRICE VESTED RESTRICTED STOCK OPTION AWARD AGREEMENT
BETWEEN
TEAM, INC. AND PHILIP J. HAWK

<PAGE> 2

TEAM, INC.

PRICE VESTED RESTRICTED STOCK OPTION AWARD AGREEMENT
("PVOS")

THIS PRICE VESTED RESTRICTED STOCK OPTION AWARD AGREEMENT (the
"Agreement") is made effective as of November 2, 1998 between Team, Inc., a
Texas corporation (the "Company"), and PHILIP HAWK (the "Option Holder").

WHEREAS, Hawk and the Company have entered into an employment agreement the
("Employment Agreement") which is dated as of the Grant Date which provides in
section 5.b. thereof for the grant of an option (the "Option" or "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 options ; and,

WHEREAS, the Employment Agreement provides that Hawk's right to exercise the PVO
Option will fully vest immediately in the event that: (i) Hawk's employment with
the Company is terminated pursuant to Sections 8.a. or 8c. of the Employment
Agreement or (ii) a "Change of Control" occurs while Hawk is an employee of the
Company in a transaction which is not recommended by the Company's Board of
Directors (the aforesaid events which give rise to immediate vesting shall be
referred to herein as an "Accelerating Event");

NOW, THEREFORE, in consideration of the premises and the covenants contained
herein, the receipt and sufficiency and adequacy of which are hereby
acknowledged, the parties agree as follows:

1. GRANT OF OPTION. Subject to the terms and conditions of this
Agreement, the Company, with the unanimous authorization and approval of its
Board of Directors, hereby grants to Hawk effective as of the Grant Date this
PVO Option to purchase 200,000 Shares at a price of $3.625 per share (the
"Option Price") which is the mean of the opening price ($3.50) and the closing
price of the Shares as traded on the American Stock Exchange on the Grant Date.
This Agreement and the purchase of Shares hereunder is not intended to be and
should not be interpreted to qualify as an Incentive Stock Option as that term
is used in Section 422 of the Internal Revenue Code of 1986, as amended.

<PAGE> 3

2. OPTION PERIOD. The PVO Option granted herein may be exercised in
whole or in part at any time prior to the termination of the Option Period as
determined pursuant to Section 5 below, subject however to the limitation that
said PVO Option shall be exercisable in increments ratably as set forth in
Exhibit A hereto (the "Vesting Schedule"); provided, however, that
notwithstanding the Vesting Schedule, this PVO Option shall become fully vested
with respect to all Shares covered by this Agreement upon the occurrence of an
Accelerating Event; and, provided further, the Board of Directors of the
Company, in its sole discretion, may waive the Vesting Schedule and, upon
written notice to the Option Holder, accelerate the earliest date or dates in
which the Option granted hereunder is exercisable. The PVO Option granted by
this Agreement is the Option described in Section 5.c of the Employment
Agreement.

3. METHOD FOR EXERCISING THE OPTION. The vested portion of the Option
may be exercised in whole or in part only by delivery in person or through
certified or registered mail to the Company at its principal office in Alvin,
Texas (attention: Corporate Secretary) of written notice specifying the Option
that is being exercised and the number of Shares with respect to which the
Option is being exercised. The notice must be accompanied by payment of the
Option Price for the portion of the Option being exercised. Payment of this
portion of the Option Price for the Shares shall be made in full by any of the
following methods or any combination of the following methods:

(a) In cash or by certified or cashier's check payable to
Team, Inc.;

(c) The delivery to the Company of a properly executed notice
of exercise together with irrevocable instructions to a broker to deliver
promptly to the Company, in payment of the Option Price, the amount of the cash
proceeds of the sale of Shares or a loan from the broker to the Option Holder
sufficient, in each case, to pay the Option Price, and in a form satisfactory to
the Corporate Secretary.

Upon such notice to the Corporate Secretary and payment in
full of the amount of the Option Price being exercised, the exercise of the
Option shall be deemed to be effective, and a properly executed certificate or
certificates representing the Shares so purchased shall be issued by the Company
and delivered to the Option Holder or the agent designated by the Option Holder.

4. ADJUSTMENTS.

(a) In the event that the outstanding Shares 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

<PAGE> 4

or other distribution payable in capital stock, appropriate adjustment
shall be made by the Board in the number and kind of shares as to which
outstanding Option, or portions thereof then unexercised, shall be
exercisable, to the end that the proportionate interest of the holder
of the Option shall, to the extent practicable, be maintained as before
the occurrence of such event. Such adjustment in outstanding Option
shall be made without change in the total price applicable to the
unexercised portion of the Option but with a corresponding adjustment
in the Option price per share.

(b) In the event that the Board shall adopt resolutions
recommending the dissolution or liquidation of the Company, any Option
granted under this Agreement 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 each Optionee and each
such Optionee shall have the right during such period to exercise his
Option as to all or any part of the Shares covered thereby, including
Shares as to which such Option would not otherwise be exercisable by
reason of an insufficient lapse of time.

(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 outstanding
and unexercised stock options for securities of another
corporation, then the Board shall take such action, and the
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
outstanding and unexercised stock options for securities of
another corporation, then the Board shall adjust the Shares
under such outstanding and unexercised stock options in a
manner not inconsistent with the provisions of the
Reorganization Agreement for the adjustment, change,
conversion, or exchange of such Shares and such Option.

<PAGE> 5

(e) Adjustments and determinations under this Paragraph 4
shall be made by the Board, whose decisions shall be final, binding,
and conclusive.

5. EXPIRATION AND TERMINATION OF THE OPTION. This PVO Option shall
expire at 5:00 p.m. Houston, Texas time on November 2, 2008 or prior to such
time as follows (the period from the Grant Date to the date of the expiration of
the PVO Option is defined herein as the "Option Period"):

7. COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any Shares
pursuant to the exercise of the Option herein granted, the Option Holder or any
person acting under Section 5(b) will enter into such written representations,
warranties and agreements as the Company may reasonably request in order to
comply with applicable securities laws or with this Agreement.

8. LEGENDS ON CERTIFICATES. The Certificates representing the Shares
purchased by exercise of an Option will be stamped or otherwise imprinted with
legends in such form as the Company or its counsel may require with respect to
any applicable restrictions on sale or transfer and the stock transfer records
of the Company will reflect stock-transfer instructions with respect to such
shares.

9. WITHHOLDING.

<PAGE> 6

(b) Withholding Election. The Option Holder may elect to pay
all such amounts of tax withholding, or any part thereof, by electing to
transfer to the Company, or to have the Company withhold from shares otherwise
issuable to the Option Holder, Shares having a value equal to the amount
required to be withheld or such lesser amount as may be elected by the Option
Holder provided that all such elections shall be subject to the approval or
disapproval of the Company's Board of Directors. The value of Shares to be
withheld shall be based on the Designated Value of the Common Stock on the date
that the amount of tax to be withheld is to be determined.

10. ACKNOWLEDGMENT OF OPTION HOLDER. The Option Holder acknowledges
having received and read this Agreement and agrees to comply with all laws,
rules and regulations applicable to the grant and exercise of the Option and the
sale or other disposition of the Common Stock.

11. MISCELLANEOUS.

(ii) If to the Option Holder, to the Option Holder at
his address on file with the Company, or at such other address as may have been
furnished to the Company by the Option Holder.

<PAGE> 7

(d) Waiver. Any provision contained in this Agreement may be
waived, either generally or in any particular instance, by the Company.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.

(i) "Fair Market Value" means the closing price of the Common
Stock reported on the composite tape or other reporting medium (for securities
listed on the American Stock Exchange or other primary market or exchange on
which the Common Stock is traded) as of the relevant date; provided, however,
that if the Common Stock does not trade on the relevant date, such price shall
be determined based upon the closing price of the Common Stock on the next
preceding date on which trades occurred; and provided further, however, that
should the primary market or exchange on which the Common Stock is traded adopt
a continuous twenty-four hour trading policy, "Fair Market Value" for purposes
of this Plan shall mean the price of the Common Stock on the last trade prior to
4:30 p.m., New York time, on any relevant date.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date(s) set forth below.

TEAM, INC.

By: /s/ Sidney B. Williams
-----------------------------------------
Name: Sidney B. Williams
Title: Director and Member of
Executive Committee

OPTION HOLDER

/s/ Philip J. Hawk
--------------------------------------------
Philip J. Hawk

6.
<PAGE> 8

EXHIBIT A

Vesting Schedule

Vesting of the PVO Option covered by this Agreement shall occur when
the public market price of the Shares achieves the following price levels:

LEVELS OPTION VESTED
------ -------------
<S> <C>

LEVEL 1:

At the end of any consecutive six (6)
month period during which the average
Closing Price (as hereafter defined) of 33 1/3%
the Common Stock throughout such six (6)
month period is $7.00 per share,
provided that the Closing Price is also
at least $7.00 per share at the end of
such six (6) month period.

LEVEL 2:

At the end of any consecutive six (6)
month period during which the average
Closing Price (as hereafter defined) of 66 2/3%
the Common Stock throughout such six (6)
month period is $10.50 per share,
provided that the Closing Price is also
at least $10.50 per share at the end of
such six (6) month period.

LEVEL 3:

At the end of any consecutive six (6)
month period during which the average
Closing Price (as hereafter defined) of 100%
the Common Stock throughout such six (6)
month period is $14.00 per share,
provided that the Closing Price is also
at least $14.00 per share at the end of
such six (6) month period.
</TABLE>

For purposes of this Agreement, "Closing Price" means the closing price
of the Common Stock reported on the composite tape or other reporting medium
(for securities listed on the American Stock Exchange or other primary market or
exchange on which the Common Stock is

<PAGE> 9

traded), provided, however, that should the primary market or exchange on which
the Common Stock is traded adopt a continuous twenty-four hour trading policy,
"Fair Market Value" for purposes of this Agreement shall mean the price of the
Common Stock on the last trade prior to 4:30 p.m., New York time, on any
relevant date.

In the event that an adjustment to the Option Price per share is made
or required to be made pursuant to Section 4(a) of this Agreement, then the
price level requirements in this Exhibit A shall also be appropriately adjusted.

If the market price requirements for two or more previously unachieved
vesting levels are achieved in a single six-month period, then the vesting of
PVO Options for all such vesting levels achieved in such six-month period shall
occur.