5. Termination of Service. 5.1 Except as otherwise expressly provided in this Section 5 or in Section 6 hereof, upon the Grantee’s Termination of Service for any reason at any time prior to the date payments are made under this Agreement as provided in Section 7 hereof, all of the PSUs (whether Earned PSUs or unearned Target PSUs) shall be automatically forfeited upon such Termination of Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. 5.2 Notwithstanding Section 5.1, upon the Grantee’s Termination of Service during the Performance Period (i) by the Company without Cause, (ii) by the Grantee for Good Reason or (iii) due to the Grantee’s death or Disability (each of clauses (i)-(iii), a "Qualifying Termination”), all Earned PSUs as of such date will automatically vest and immediately become payable. Any Target PSUs that remain unvested as of the date of such Qualifying Termination will be eligible to become Earned PSUs on a pro-rata basis, based on the Company’s actual achievement of the Performance Criteria (the P"ro-Rata PSUs”), with the portion of the unvested Target PSUs that are eligible to become Earned PSUs determined by multiplying (a) the unvested Target PSUs, by (b) a fraction, the numerator of which equals the number of days that the Grantee was employed between __________and the date of such Qualifying Termination, and the denominator of which equals 1,095. Payment in respect of any Pro-Rata PSUs that become Earned PSUs following the Qualifying Termination shall be made no later than thirty (30) days following the Company’s determination of achievement of the relevant Performance Criteria that cause the PSUs to become Earned PSUs. For purposes of this Agreement, a termination "without Cause” has the meaning assigned to an "Involuntary Separation from Service without Cause” in the Team, Inc. Corporate Executive Officer Compensation and Benefits Continuation Policy (as amended, February 9, 2022) (the S"everance Plan”), and a termination "for Good Reason” has the meaning assigned to the term "Voluntary Separation from Service for Good Reason” under the Severance Plan. 6. Effect of a Change of Control. Upon the occurrence of a Change of Control during the Performance Period, any Earned PSUs will automatically vest and immediately become payable. As more fully set forth on Exhibit A, with respect to the portion of the Target PSUs that have not become Earned PSUs as of the date of the Change of Control, the portion of such Target PSUs that could be earned with the next tier of performance set forth in the chart on Exhibit A beyond the portion of the Target PSUs that have already become Earned PSUs as of the date of such Change of Control will become Earned PSUs and will vest as of the Change of Control. Any portion of the Target PSUs that remain and have not become Earned PSUs after application of the previous sentence will be automatically forfeited. Payment in respect of any unvested Target PSUs that become Earned PSUs upon the occurrence of a Change of Control shall be made no later than thirty (30) days following such Change of Control. 7. Payment of PSUs. Except as otherwise provided in Section 5.2 or Section 6 hereof, payment in respect of the Earned PSUs for the Performance Period shall be made in Shares, cash equal to the Fair Market Value of the Shares, or a combination thereof as determined in the discretion of the Committee, and shall be issued to the Grantee as soon as practicable, but not later than sixty (60) days, following each applicable Vesting Date. To the extent sufficient Shares are available under the Plan to settle the Earned PSUs in Shares, it is the intent of the Committee to settle this Award in Shares; provided, however, to the extent there are not sufficient Shares available pursuant to the Plan to settle all Earned PSUs in Shares, the Earned PSUs will be settled as Performance Units under the Plan, with a cash payment equal to the Fair Market Value of the Shares that