such action, it being understood that the Company shall have no obligation to take and complete any such action. (C) Accelerated Vesting. Upon the Participant’s Termination of Service (i) by the Company without Cause, (ii) by the Participant for Good Reason, (iii) due to the Participant’s death or Disability or (iv) upon a Change of Control, all of the Participant’s unvested Restricted Stock Units will automatically vest and the Company shall immediately thereafter issue one Share to the Participant for each of the Participant’s Restricted Stock Units. 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. (D) Forfeiture. Except as otherwise provided in Section 2(C) hereof, the Participant will forfeit all unvested Restricted Stock Units upon the Participant’s Termination of Service for any reason. (E) Rights as a Stockholder. Except as otherwise specifically provided in this Agreement, the Participant shall not be entitled to any rights of a stockholder with respect to the Restricted Stock Units. The Participant shall have no right to receive dividend equivalent payments with respect to Shares that may be received pursuant to the Award Certificate and this Agreement. (F) Non-Transferability of Restricted Stock Unit. This Restricted Stock Unit may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution, or pursuant to a court order in the event of divorce. The terms of the Plan, this Agreement and the Award Certificate shall be binding upon the executors, administrators, heirs, successors, representatives and assignees of the Participant. (G) Responsibility for Taxes. Regardless of any action the Company or an Affiliate takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax Related Items legally due by him or her is and remains the Participant’s responsibility and that the Company and its Affiliates (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Restricted Stock Unit grant, including the grant of Restricted Stock Units, the vesting of Restricted Stock Units, the conversion of the Restricted Stock Units into Shares or the receipt of an equivalent cash payment, the subsequent sale of Shares acquired and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Unit to reduce or eliminate the Participant’s liability for Tax Related Items. Prior to the issuance of Shares on a designated delivery date or the receipt of an equivalent cash payment, the Participant shall pay, or make adequate arrangements satisfactory to the Company (in its sole discretion) to satisfy all withholding and payment on account obligations of the Company or any of its Affiliates. In this regard, the Participant authorizes the Company or its Affiliate, as applicable, to withhold all applicable Tax Related Items legally payable by the Participant from the Participant’s wages or other cash compensation payable to the Participant by the Company or its Affiliate, as applicable, or from any equivalent cash payment received upon vesting of the Restricted Stock Units. Alternatively, the Company may, in its sole discretion, (i) sell or arrange for the sale of Shares to be issued on the vesting of Restricted Stock Units to satisfy the withholding or payment on account obligation, and/or (ii) withhold in Shares, provided that the Company and the Participant’s actual Employer (defined