TEAM, INC. PERFORMANCE UNIT AWARD AGREEMENT for Stock Units awarded under the Team, Inc. 2018 Equity Incentive Plan This Performance Unit Award Agreement (this "Agreement”) is made and entered into as of November 6, 2023 (the "Grant Date”) by and between Team, Inc., a Delaware corporation (the "Company”) and __________(the "Grantee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Team, Inc. 2018 Equity Incentive Plan, as amended (the "Plan”). WHEREAS, the Company has adopted the Plan, pursuant to which Restricted Stock Units may be granted; and WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock Units which become vested based on continued service and the attainment of designated performance goals as provided for herein. NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: 1. Grant of Performance Units. Pursuant to Section 11 of the Plan, the Company hereby grants to the Grantee an Award of _______ Restricted Stock Units (the "Award”), which shall become vested based on the attainment of the Performance Criteria designated in Section 2 and Exhibit A. For purposes of Exhibit A, the number of shares listed in the preceding sentence is the "Target PSUs”. Each performance-based Restricted Stock Unit (each, a "PSU”) represents the right to receive one Share, subject to the terms and conditions set forth in this Agreement and the Plan. 2. Performance Criteria. The Award’s Performance Period and Performance Criteria are set forth in Exhibit A to this Agreement. The Performance Criteria has been established by the Committee, which shall determine and certify whether such criteria has been satisfied. 3. Determination of Performance. As of each Measurement Date (as defined on Exhibit A), the Committee will review and certify in writing (i) whether the Performance Criteria has been satisfied, and (ii) the actual number of Target PSUs earned by the Grantee (the "Earned PSUs”). Following the issuance of such certification, the number of PSUs that the Grantee shall earn, if any, shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law. 4. Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein inS ections 5 and 6, the PSUs will vest and become non-forfeitable (i) with respect to 50% of the Target PSUs earned upon the Company’s achievement of each tranche of Adjusted EBITDA as set forth in Section 3 on Exhibit A, the date as of which such tranche of Adjusted EBITDA is achieved, and (ii) with respect to the remaining Target PSUs, on ___________ (each, a "Vesting Date”), subject to (a) the Company’s achievement of the Performance Criteria and (b) the Grantee’s continuous service with the Company from the Grant Date through the date payments are made pursuant to Section 7 of this Agreement.
Form 10-K Page 97 Page 99