TEAM INC — Director's Dealing 2010

Oct 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEAM INC (TISI)
CIK: 0000318833
Period of Report: 2010-10-14

Reporting Person: HAWK PHILIP J (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-14	Common Stock	M	5035	—	Acquired	336834	Direct
2010-10-15	Common Stock	M	5599	—	Acquired	342433	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-14	Restricted Stock Units	$	M	5035	Disposed	2018-10-15	Common Stock (5035)	Direct
2010-10-14	Restricted Stock Units	$	F	1811	Disposed	2018-10-15	Common Stock (0)	Direct
2010-10-15	Restricted Stock Units	$	M	5599	Disposed	2019-10-14	Common Stock (5599)	Direct
2010-10-15	Restricted Stock Units	$	F	2014	Disposed	2019-10-14	Common Stock (0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Iso Stock Options	$2.65	2011-10-01	Common Stock (100000)	100000	Direct
Iso Stock Options	$9.69	2015-05-11	Common Stock (10000)	10000	Direct
Iso Stock Options	$9.57	2015-05-12	Common Stock (10000)	10000	Direct
Iso Stock Options	$9.43	2015-05-13	Common Stock (4000)	4000	Direct
Nq Stock Options	$9.23	2015-08-12	Common Stock (40000)	40000	Direct
Nq Stock Options	$9.63	2015-08-17	Common Stock (46000)	46000	Direct
Nq Stock Options	$13.28	2016-01-17	Common Stock (100000)	100000	Direct
Nq Stock Options	$15.27	2016-10-17	Common Stock (120000)	120000	Direct
Nq Stock Options	$30.33	2017-10-15	Common Stock (120000)	120000	Direct

Footnotes

F1: Represents vesting of restricted Stock Units and conversion to Team Common Stock.

F2: Stock Units convert on a 1-for-1 basis into shares of Team Common Stock.

F3: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/14/2009, 10/14/2010, 10/14/2011 and 10/15/2012, unless earlier terminated in accordance with the Plan. Stock units will automatically be converted into shares of common stock upon achievement of the performance goal in accordance with the respective time vesting schedule.

F4: Represents the portion of Stock Units withheld for income taxes prior to settlement in Common Stock.

F5: Upon achievement of the annual performance goal established by the Compensation Committee, the Performance-Based Stock Units vest in 25% installments on 10/15/2010, 10/15/2011, 10/15/2012 and 10/15/2013, unless earlier terminated in accordance with the Plan. Stock units will automatically be converted into shares of common stock upon achievement of the performance goal in accordance with the respective time vesting schedule.

F6: Options are fully vested.

F7: Vesting 25% on each of the first 4 anniversaries following the date of issue.