A.    INTRODUCTION

Ted W. Owen is a resident of Houston, Texas and has been the President and Chief Executive Officer of Team, Inc. In this Confidential Severance Agreement and Release (this “Agreement”), “Employee” means Ted W. Owen and “Team” means Team, Inc. and its affiliated entities. Employee and Team, Inc. are entering into this Agreement on September 18, 2017. The purpose of this Agreement is to state the conditions of Employee’s termination of employment and to resolve any employment-related issues that exist or might exist between Employee and Team. Reference is made to the Letter Agreement for Consulting Services, of even date herewith, between Team, Inc. and Employee (the “Consulting Agreement”).

In exchange for the promises of Employee set forth below and Employee’s continued compliance with these promises, Team agrees to do the following:

B.      EMPLOYEE RESIGNATIONS

Employee hereby resigns, effective as of September 18, 2017, as (i) President and Chief Executive Officer of Team, Inc., (ii) as a member of the Board of Directors of Team, Inc., and (iii) as an officer or director of any subsidiary of Team, Inc. and Employee agrees to take any further action reasonably requested by Team, Inc. to effectuate the foregoing. The last day of Employee’s employment with Team will be, and Employee hereby resigns as an Employee of Team, effective as of, December 31, 2017, unless his employment is terminated earlier (the date on which Employee’s employment with Team terminates, the “Last Day of Employment”).

C.      TEAM’S PROMISES TO EMPLOYEE

(1)     Compensation Through Last Day of Employment . Until the Last Day of Employment, Employee will, subject to his continued employment with Team, (i) continue to receive his base salary through the Last Day of Employment at the annual rate of $650,000, and (ii) continue to participate in the Company’s health and welfare plans in the ordinary course of business through the Last Day of Employment. Employee will cease to receive his base salary and will cease to participate in Team’s employee benefit plans effective on the Last Day of Employment.

(2)     Severance Pay . Team agrees to provide severance pay to Employee in the amount of $985,000, less applicable withholdings as required by law (“Severance Pay”), subject to the terms and conditions of this Agreement. Subject to, and contingent upon the satisfaction of the Release Conditions (as defined below) the Severance Pay will be paid as follows:

In addition to the Severance Pay, subject to the satisfaction of the Release Conditions, Team will make an additional lump sum payment of $19,000 (the “Additional Payment”), less applicable withholdings, to Employee with the first Severance Pay installment. Employee acknowledges and agrees that except as provided in this Agreement and the Consulting Agreement, Employee shall have no entitlement to any additional compensation from Team in respect of his employment or termination of employment.

(3)     Special Vesting Agreement . The unvested restricted stock units set forth on Exhibit A-1 to this Agreement shall continue to vest in accordance with their terms, subject to Employee’s continued employment through the applicable vesting dates. Subject to Employee’s provision of the Consulting Services (as defined in the Consulting Agreement) pursuant to the Consulting Agreement through the earlier of (a) June 30, 2018, and (b) (i) the termination of the Consulting Agreement pursuant to Section 1(a) of the Consulting Agreement or (ii) the termination of the Consulting Agreement by the Company pursuant to Section 1(e) of the Consulting Agreement (such earlier date, the “Consulting Termination Date”), Team will vest Employee’s unvested restricted stock units previously awarded pursuant to the Team, Inc. 2006 Stock Incentive Plan and the Team, Inc. 2016 Equity Incentive Plan, in each case, as amended (“Plan Documents”), and the associated Restricted Stock Unit Agreements (the “RSU Agreements”) listed on Exhibit A-2 to this Agreement, and, except as otherwise provided in this Agreement, deliver the underlying shares to Employee in accordance with the original vesting schedule as set forth on Exhibit A-2 to this Agreement under the “Delivery Date” column (the “Special Vesting”). From the Special Vesting, Team will withhold, as required, for any local, state and federal taxes, FICA, and other required payroll deductions (“Deductions”), but will not withhold for the 401(k) Plan, health and welfare plans or other benefit plans. The Special Vesting will not be eligible for employer matching under the 401(k) Plan. To the extent that any of the Deductions are required at or prior to the delivery date of the underlying shares, Team, at its option, may withhold the required amount of the Deductions from any other compensation due Employee or require Employee to remit such required Deductions to Team in cash prior to delivery of the shares. If Employee violates any of the provisions of this Agreement or breaches Employee’s obligations under the Consulting Agreement, then any shares of Team’s stock that would have been delivered to Employee on a “Delivery Date” shall be forfeited on the date such violation occurs. All other terms and conditions of the RSU Agreements and the Plan Document remain in full force and effect. The Parties agree that this Paragraph C(3) shall be deemed to be a “Special Vesting Agreement” for purposes of the Restricted Stock Unit Awards listed on Exhibit A-2.

(4)     Acknowledgement and Agreement . Employee acknowledges that the Severance Pay, the Additional Payment, and the Special Vesting Agreement provided in this Agreement by Team are not due to Employee under any agreement or obligation of Team and are provided solely in exchange for Employee’s promises made in this Agreement and Employee’s continued compliance with all terms of this Agreement. Any breach by Employee of this Agreement or the Consulting Agreement will relinquish Employee’s rights to the consideration from Team under this Agreement including all of the payments made under Paragraph C(2) of this Agreement, any future vesting or unvested shares under Paragraph C(3) of this Agreement, and forfeiture of any Returnable Share Value as stated in the RSU Agreements referenced under Paragraph C(3) of this Agreement.

D.      EMPLOYEE’S PROMISES TO TEAM

In exchange for the promises of Team set forth above, Employee promises to do the following:

(1)     Transition Duties . Until the Last Day of Employment, Employee will serve as “Special Advisor” of Team, reporting to the Chief Executive Officer of Team, Inc. Employee agrees that during the remaining period of his employment, Employee shall assist with the transition of his duties to his successor as reasonably requested by Team and, commensurate with Employee’s qualifications and historical responsibilities, generally assist with the transition of the business operations of Team in preparation for his departure.

(2)     Reaffirmation and Ratification of Agreement on or after Last Day of Employment . Because it is expected that Employee will sign this Agreement in September 2017, but will continue his employment after signing this Agreement, as a condition of this Agreement and part of the consideration stated in this Agreement, Employee agrees to sign the Reaffirmation and Ratification Agreement in the form attached hereto as Exhibit B (“Reaffirmation and Ratification Agreement”) on or immediately after the Last Day of Employment acknowledging current compliance and ratifying and re-affirming each promise made in this Agreement, including the release and covenant not to sue, as of the date Employee signs that agreement. Except for Employee’s compensation through the Last Day of Employment described in Paragraph C(1), no payments or consideration will be provided under this Agreement unless and until (i) this Agreement is signed and not revoked by Employee, and (ii) the Reaffirmation and Ratification Agreement is signed by Employee and the seven-day revocation period provided under the Reaffirmation and Ratification Agreement expires without revocation by Employee ((i) and (ii), collectively, the “Release Conditions”).

(3)     General Release and Covenant Not to Sue . Subject to the exclusions identified in this paragraph, Employee hereby releases and discharges Team, Inc., its subsidiaries (past and present), business units, divisions, affiliates, successors, assigns, lessees, trustees, directors, officers, officials, managers, representatives, employees, and agents from all legal, equitable, or administrative claims or any claims for wrongful discharge, discrimination, retaliation, harassment, breach of contract with respect to employment, intentional or negligent infliction of emotional distress, defamation, interference with employment related contract, or any other employment-related cause of action based on federal, state, or local law or the common law, whether in tort or in contract that Employee may have against any of them from the beginning of time to the effective date of this Agreement. Notwithstanding anything herein to the contrary, this release specifically excludes (i) claims Employee may be entitled to under workman’s compensation laws, (ii) any entitlement Employee might have to director and officer insurance, (iii) any vested benefits pursuant to an ERISA employee benefits plan, (iv) claims for amounts or benefits due under this Agreement, (v) claims for indemnification in accordance with the Team, Inc. Certificate of Incorporation and Bylaws, and (vi) any claims against agents of the Company that do not relate to Employee’s employment with Team. Except for claims arising from the exclusions in the foregoing sentence and as stated in Paragraphs (D)(4) and (D)(5)(c) below, Employee promises not to sue, file any sort of claim, or seek or receive monetary or other damages or relief regarding any of the claims released in this Agreement.

(4)     Release of Employment Claims . Employee agrees that this release includes, but is not limited to, any claims arising from his employment with and termination of employment from Team, including without limitation claims for any form of compensation, severance, contract claims or privacy rights, or any other claims arising before the date this Agreement is signed. With the exception of accrued but unpaid payroll accrued in the ordinary course of business, and with the exception of unpaid expense reimbursements, Employee represents that he has been paid in full all compensation of any form which was owed to Employee through the date this Agreement was signed. Employee agrees that this release includes any employment related claim the Employee may have,

including employment related claims of which Employee may not presently be aware. This Agreement does not release any claims that may arise after Employee signs this Agreement.

(5)     Release of ADEA and Other Claims . This release specifically includes, but is not limited to, age discrimination claims arising under the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act (“ADEA”), all claims and causes of action arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act (“ADA”), the Family and Medical Leave Act (“FMLA”), common law torts, any causes of action or claims arising under or based on any state or local law, statute, public policy, order, or regulation regarding employment; any claim regarding the enforceability or scope of any obligations regarding non-disclosure, non-competition and non-solicitation; and any and all suits in tort or contract, the Employee Retirement Income Security Act (“ERISA”), and all other claims arising under federal, state, or local statutes, common law, ordinances, or equity, the Team, Inc. Senior Management Compensation and Benefits Continuation Policy, as amended, the Team, Inc. Executive Incentive Plan, the Plan Documents, and all other claims for wages, benefits, bonuses, vacation pay, severance pay or other compensation, except as otherwise provided above. Employee acknowledges that the consideration provided for in this waiver and release is in addition to anything of value to which Employee was already entitled. Employee acknowledges that he is waiving and releasing any rights he may have under the ADEA and that he knowingly and voluntarily provides this waiver and release and that he understands all terms of this Agreement. Employee and Team agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the effective date of this Agreement. Employee further acknowledges that he has been advised by this writing that (a) he should consult with an attorney prior to executing this Agreement; (b) he has twenty-one (21) calendar days within which to consider this Agreement; (c) he has seven (7) calendar days following the execution of this Agreement by the parties during which to revoke the Agreement; and (d) the Agreement shall not be effective until the seven (7) day revocation period has expired.

(6)     Nondisparagement. Excluding the Protected Rights referenced below, Employee agrees to not publish or make in any manner any oral or written statements about Team, Inc., its subsidiaries (past and present), business units, divisions, affiliates, successors, assigns, trustees, directors, officers, officials, managers, representatives, and employees that are untrue, defamatory, disparaging, malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm. Team, Inc. agrees to instruct its officers and directors as of the date of this Agreement not to make in any manner any oral or written statements about Employee that are untrue, defamatory, disparaging, malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm. In the event of a Change in Control, or in the event new officers and/or directors are otherwise installed for any reason, Team, Inc. will, upon receipt of a written request from Employee, instruct the new officers and/or directors not to make in any manner any oral or written statements about Employee that are untrue, defamatory, disparaging, malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm.

(7)     Protected Rights .

(a)    Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Agreement or arises after the signing of this Agreement, involves unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however, Employee represents that he has no unfiled workers’ compensation claim or unreported injury). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.

(b)    Nothing in this Agreement limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”) or any other federal, state or local governmental agency or commission (“Government Agencies”). Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Neither this Agreement nor any other agreement or policy of Team limits Employee’s right to receive an award for information provided to the SEC or any other non-waivable right to recover an award from another governmental agency.

(c)    Neither this Agreement nor any other agreement or policy of Team shall prohibit Employee from the following disclosures: (i) disclosures of trade secrets made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (iii) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (iv) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.

(8)     Confidentiality and Covenant of Non-Disclosure, Non-Competition, and Non-Solicitation.

(a)    Employee understands and acknowledges that during the course of his employment with Team, he has had access to and learned about confidential, secret, and proprietary documents, materials, and other information, in tangible and intangible form, of and relating to Team, its affiliated companies, and their businesses and existing and prospective customers, suppliers, investors, and other associated third parties (“Confidential Information”).

(b)    For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information of and relating to Team, its affiliated companies, and their businesses and existing and prospective customers, suppliers, investors, and other associated third parties not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, work-in-process, databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, sales information, revenue, costs, formulae, notes, communications, product plans, ideas, audiovisual programs, inventions, unpublished patent applications, discoveries, experimental processes, experimental results, specifications, customer information, customer lists, client information, client lists, manufacturing information, distributor lists, and buyer lists of Team, its affiliated companies or their businesses, or any of its existing or prospective customers, suppliers, investors, or other associated third parties, or of any other person or entity that has entrusted confidential information to Team and which Team is obligated to keep confidential.

(c)    The Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.

(d)    The Employee understands and agrees that Confidential Information developed by him in the course of his employment by Team shall be subject to the terms and conditions of this Agreement as if Team furnished the same Confidential Information to the Employee in the first instance. Confidential Information and trade secrets shall not include information that (i) is generally available to and known by the public at the time of disclosure to the Employee, provided that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf; (ii) becomes generally known within the industry through no fault, act or failure to act, error, effort or breach of this Paragraph by Employee; or (iii) is obtained from a third party with a legal right to possess and disclose it.

(e)     Acknowledgment . The Employee understands that the nature of Employee’s position has provided him with access to and knowledge of Confidential Information and placed him in a position of trust and confidence with Team. The Employee further understands and acknowledges that Team’s ability to reserve the Confidential Information for the exclusive knowledge and use of Team is of great competitive importance and commercial value to Team, and that improper use or disclosure by the Employee is likely to result in unfair or unlawful competitive activity or might cause Team to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages or criminal penalties.

(f)     Disclosure and Use Restrictions . The Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of Team not having a need to know and authority to know and use the Confidential Information in connection with the business of Team and, in any event, not to anyone outside of the direct employ of Team except as required in the performance of any of the Employee’s remaining authorized employment duties to Team, if any, and only with the prior consent of an authorized officer acting on behalf of Team in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control of Team, except as required in the performance of any of the Employee’s remaining authorized employment duties to Team or with the prior consent of an authorized officer acting on behalf of Team in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). This Agreement does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any such order or non-waivable legal right to the General Counsel of Team. Further, this Agreement does not prevent Employee from the Protected Rights addressed above, including making a good faith report or related disclosures to any governmental agency or entity regarding potential violations of applicable federal, state, or local law or to take other actions protected as whistleblower activity under applicable law. Employee is not required to notify the Company of these reports or disclosures.

(g)     Duration of Confidentiality Obligations . The Employee understands and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately and shall continue so long as the information protected remains confidential in nature.

(h)     Non-Compete . Because of Team’s legitimate business interest in protecting its Confidential Information, confidential training, and goodwill, as described herein and the good and valuable consideration offered to the Employee described herein, the Employee agrees and covenants, during his employment with Team and for a period of twenty-four (24) months beginning on the Last Day of Employment, to run consecutively, not to engage in Prohibited Activity within the geographic area in the United States where he has had direct business responsibility during the last two years of, and in connection with, his employment with Team.

For purposes of this non-compete clause, “Prohibited Activity” is any activity as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, investor, volunteer, intern, or any other similar capacity engaged in by Employee on his own behalf or on behalf of any person or entity engaged in the same or similar business as Team and that provides any of the services or product sales as Team currently provides as listed on the websites of Team or its subsidiary companies, including such entities engaged in the business of: specialty maintenance and construction services required in maintaining high temperature and high pressure piping systems and vessels utilized extensively in heavy industry, which service includes, but is not limited to, inspection and assessment, field heat treating, leak repair, composite repair, fugitive emissions control, hot tapping, isolation test plugs, line stops or line plugs, wet tapping, line freezes or line thaws, field machining, welding, technical bolting or torquing, concrete repair and restoration, field and shop valve repair and sales, installation, distribution, maintenance and warranty work for valves and valve products and service of waterworks valves, clamps and enclosures and any other services or products Team currently provides, including designing, developing, manufacturing, distributing or assembling equipment or products to support such services. Employee expressly acknowledges and agrees that, due to the nature of his employment with Team, any activities falling within the definition of Prohibited Activity would necessarily and inevitably involve the use and/or disclosure by Employee of Team’s trade secrets and Confidential Information.

Any business, company, partnership, entity, or other form of organization that offers any of the products and/or services of the type offered by Team, or its affiliated companies, in the Territory shall be considered to be engaged in the same or similar business as Team.

This paragraph D(8)(h) shall not prohibit Employee from purchasing or owning less than five percent (5%) of the securities of any entity, provided that (i) such ownership represents a passive investment, (ii) Employee is not a controlling person of, or a member of a group that controls, such entity and (iii) Employee does not breach his obligations under paragraphs (D)(8)(a)-(g) in connection with such purchase or ownership.

(i)     Non-Solicitation of Employees . The Employee agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of Team with whom he worked or about whom he had access to Confidential Information during his employment with Team and during a period of twenty-four (24) months beginning on Employee’s Last Day of Employment with the Team, to run consecutively.

(j)     Non-Solicitation of Customers .

(i)    The Employee understands and acknowledges that because of the Employee’s experience with and relationship to Team, he has had access to and learned about much or all of Team’s customer information. “Customer Information” includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history, order preferences, chain of command, pricing information, and other confidential information identifying facts and circumstances specific to the customer and relevant to sales and/or services.

(ii)    The Employee understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable harm to Team.

(iii)    Employee agrees and covenants, during his employment with Team and for a period of twenty-four (24) months beginning on his Last Day of Employment, to run consecutively, not to directly or indirectly solicit, contact (including but not limited to e-mail, regular mail, express mail, telephone, fax, text and instant message), attempt to contact or meet with Team’s current or prospective customers (defined as potential customers towards whom Team has, within the two years prior to such solicitation, taken significant steps towards establishing a customer relationship) for purposes of offering or accepting goods or services similar to or competitive with those offered by Team.

(iv)    This restriction shall only apply to: (a) Customers or prospective customers of Team that Employee had direct or indirect contact with in any way since January 1, 2016; (b) Customers or prospective customers about whom the Employee has had access to trade secret or confidential information; or (c) Customers or prospective customers about whom the Employee has had access to information that is not available publicly.

(9)     Trade Secrets . Employee agrees that he will not, without prior written approval of Team, disclose to anyone outside Team or use, for his own private benefit or the benefit of any third party, any trade secrets or Confidential Information proprietary to Team, or its affiliated companies, or which Team is obligated to protect, including, but not limited to all processes, designs, formulas, inventions, computer programs, know how, technical information, marketing strategies and plans, pricing information, and customer lists belonging to Team or its affiliated companies or their customers.

(10)     Non-Disclosure of this Agreement . Employee agrees not to disclose or discuss the terms and conditions of this Agreement with any person or party, including, without limitation, suppliers or customers, communication media, the press, publishers, journalists, reporters, and current, former, and future employees of Team, except that, and notwithstanding anything to the contrary in paragraph D(8), Employee may disclose and discuss the terms and conditions of this Agreement with Employee’s attorney, tax advisor, family members, and any prospective future employer, or as required or protected by law.

(11)     Return of Team Property . Employee warrants and agrees that, as of the Last Day of Employment Employee will return to Team, without undertaking any unauthorized modification or deletion, all of Team’s property in Employee’s possession or control relating to the Employee’s employment with Team, including but not limited to, Company issued vehicles, computers, computer equipment, other equipment, Confidential Information, files, records, manuals, memoranda, documents, keys, access cards, credit cards, phone cards and all of the tangible and intangible property belonging to Team, or its affiliates, (hard copy or electronic) or its or their vendors, contractors, subcontractors, customers or prospective customers. Employee will not retain any copies or summaries, electronic or otherwise, of such property, unless agreed to in writing by an authorized senior-level officer of Team, Inc. Notwithstanding the foregoing, to the extent such Company property is not in Employee’s possession on the Last Day of Employment, Employee covenants and agrees to use his best efforts to retrieve such Company property and return to the Company as soon after his Last Day of Employment as reasonably possible.

(12)     Remedies . Employee agrees to fully comply with each of the terms of this Agreement in return for the opportunity to receive the consideration promised by Team, which Employee acknowledges and agrees is good, valuable and sufficient consideration to support the agreements contained herein. Team will provide the

consideration specified above only in return for Employee’s promises made and continued compliance with all terms of this Agreement. Compliance with and satisfaction of the material terms of this Agreement is a specific condition for the consideration provided by Team under this Agreement.

Employee understands that the promises and restrictions set forth in this Agreement may limit Employee’s ability to engage in certain actions but acknowledges that Employee has been provided sufficient consideration or benefits under this Agreement to justify such restrictions. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Agreement by Employee, and Team shall be entitled to enforce such provisions by specific performance and injunctive or other equitable relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for such breach, but shall be in addition to all remedies available at law or in equity to Team, including the recovery of damages involved in such breach, attorneys’ fees and costs, forfeiture of the opportunity to receive the consideration under this Agreement including any payments or any vesting of restricted stock units, and forfeiture of any amounts paid or prior vesting provided under this Agreement, and all remedies available to Team pursuant to other agreements with Employee or under any applicable law. It is expressly understood and agreed that Team and Employee consider each of the restrictions and obligations contained or referenced in this Agreement to be reasonable and necessary to protect the business of Team.

(13)     Internal Revenue Code Section 409A . Employee and Team acknowledge and agree that: the form and timing of any payments and benefits to be provided pursuant to this Agreement are intended to be exempt from or to comply with one or more exceptions to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations thereunder (“Section 409A”), including the requirement for a six-month suspension on payments or benefits to “specified employees” as defined in Section 409A that are not otherwise permitted to be paid within the six-month suspension period. The parties further acknowledge and agree that for purposes of Section 409A, Employee does not have discretion with respect to the timing of the payment of any amounts provided under this Agreement. Notwithstanding any provision of this Agreement to the contrary, the Company, its affiliates, subsidiaries, successors, and each of their respective officers, directors, employees and representatives, neither represent nor warrant the tax treatment under any federal, state, local, or foreign laws or regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any payment or benefits contemplated by this Agreement including, but not limited to, when and to what extent such payments or benefits may be subject to tax, penalties and interest under the Tax Laws. Any tax, penalties or interest imposed under the Tax Laws with respect to any payments or benefits contemplated by this Agreement shall be the sole and exclusive obligation of Employee and Team shall have no obligation to indemnify Employee or otherwise make Employee whole with respect of such tax, penalties and interest.

(14)     Further Assurances and Cooperation . During the Term of this Agreement and thereafter by mutual agreement, Employee agrees to provide truthful testimony and information and to otherwise reasonably cooperate with Team or any of its affiliates, representatives, officers, directors or agents in connection with the defense, prosecution or evaluation of any pending or potential claims or proceedings involving or effecting Team that relate to any decisions in which Employee participated or any matter of which Employee has or had knowledge. To the extent that Employee reasonably determines that compliance by Employee with his obligations under this paragraph D(14) presents a conflict of interest for Employee, Employee shall have sole discretion to retain an attorney of his choosing, and Team, Inc. will reimburse Employee for reasonable legal fees incurred by Employee in connection with obtaining legal advice regarding such conflict of interest.

(15)     Venue; Applicable Law . The venue for any dispute between the parties arising from or relating to this Agreement or Employee’s obligations hereunder shall be exclusively in the federal and state courts of Harris

County, Texas, unless another forum is required by applicable law. This Agreement shall be construed in accordance with the laws of the State of Texas, without regard to the conflict of law provisions of any jurisdiction. In the event that Employee resides in a state in which this consent to or waiver of objections to governing law and venue may not be effective as a matter of law, then the Parties agree that this selection of governing law and venue shall be that of the city and state in which Employee primarily resides.

(16)     No Admission of Liability . The parties understand and acknowledge that this Agreement constitutes a compromise and settlement of any current or potential claims. No action taken by the parties hereto, either previously or in connection with this Agreement shall be deemed or construed to be (a) an admission of the truth or falsity of any current or potential claims theretofore made, or (b) an acknowledgement or admission by either party of any fault or liability whatsoever to the other party or to any third party.

(17)     Representations; Modifications; Severability; Assignment. Employee acknowledges that Employee has not relied upon any representations or statements, written or oral, not set forth in this Agreement. This Agreement cannot be modified except in writing and signed by both parties. If any part of this Agreement is found to be unenforceable by a court of competent jurisdiction, then such unenforceable portion shall be modified by the court to be enforceable. If modification is not possible, then such unenforceable provision will be severed from and shall have no effect upon the remaining portions of the Agreement. Team may assign its rights and obligations under this Agreement and this Agreement inures to the benefit of, and shall be binding upon, any successor of Team.

(18)     No Waiver. No failure by either Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall (i) be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (ii) preclude insistence upon strict compliance in the future.

(19)     Notices. Any notices regarding acceptance, rejection, revocation or any other matters arising under this Agreement shall be sent by a method of delivery which provides a receipt of delivery and shall be addressed as provided below. Any change of contact information listed below shall be promptly reported to the other party at the address below. Notices to Employee should be addressed to his home address on file with Team, as well as to [omitted]. Notices to Team should be addressed to either the SVP, Human Resources or the EVP, Chief Legal Officer for Team Industrial Services, Inc. located at 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478. Such notice may be delivered by fax to 281.388.4411 or electronic mail (with confirmed receipt) to Mark.Hinderliter@Teaminc.com or Butch.Bouchard@Teaminc.com.

E.      MISCELLANEOUS TERMS AGREED TO BY THE PARTIES

In exchange for the promises made by and to Employee and Team, they mutually agree to the following terms:

(1)    Either party may enforce the Agreement in court if the other party breaches it.

(2)    If a court refuses to enforce any part of the Agreement, the remainder of this Agreement will not be affected and will remain in force.

(3)    Team does not admit violating any state, federal, or local laws by entering into this Agreement.

(4)    This Agreement and the Ratification Agreement to be signed on or after the Last Day of Employment, the RSU Agreements, and the Plan Documents, contain the entire and only Agreement between Team and Employee regarding Employee’s termination of employment. All oral or written promises or assurances that are

not contained in the Agreement are waived, invalid, and unenforceable, other than any otherwise existing obligations of Employee under contract or under the law regarding duties of confidentiality, non-solicitation, or non-competition which shall remain in full force and effect. This Agreement may not be modified except in a writing signed by Employee and an authorized officer of Team.

F.      EMPLOYEE’S ASSURANCES TO TEAM

The Agreement is a legal document with legal consequences. Team wants to be certain that Employee fully understands the legal effect of signing this Agreement. Employee, therefore, makes the following assurances:

(1)    I have carefully read the complete Agreement.

(2)    The Agreement is written in language that is understandable to me.

(3)    I understand all of the provisions of this Agreement.

(4)    I enter this Agreement freely and voluntarily. I am under no coercion or duress whatsoever in considering or agreeing to the provisions of this Agreement.

(5)    I understand that this Agreement is a contract and that either party may enforce it.

(6)    I have been given a period of twenty-one (21) calendar days to consider the terms of the offer contained in this Agreement. This twenty-one (21) day period has provided me with sufficient time to consider my options and to seek the advice of legal counsel, tax or financial advisors, family members, and anyone else whose advice I value.

(7)    After signing this Agreement, I have a period of seven (7) calendar days to revoke. I can revoke this Agreement by notifying Team in writing of my wish to do so within the seven (7) day period. The notice of revocation must be sent as designated in the Notices Section. In fact, this Agreement is not effective until the eighth (8th) calendar day after it is signed by me, provided the Agreement is not revoked (the “effective date”).

(8)    I agree and acknowledge that without all of my promises in this Agreement, I am not otherwise entitled to any consideration or amount(s) that may be paid to me under this Agreement.

(9)    Team has urged me, in writing, to review this document with my lawyer prior to signing.

PLEASE READ AND CONSIDER THIS AGREEMENT CAREFULLY BEFORE SIGNING IT. THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS YOU MAY HAVE AGAINST TEAM.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below their signatures.

This Confidential Reaffirmation and Ratification Agreement (“Reaffirmation”) is by and between Ted W. Owen (“Employee”) and Team, Inc., and their affiliated entities (collectively “Team”). Employee and Team may be referred to individually as “Party” and/or collectively as the “Parties.”

WHEREAS, the Parties entered into that certain Confidential Severance Agreement and Release dated September 18, 2017 (the “Severance Agreement”), and which is incorporated into this Reaffirmation in full by reference, whereby Employee resigned from Team and from all director and officer positions with Team, and all of Team’s affiliated entities, effective on Employee’s Last Day of Employment (as defined in the Severance Agreement);

WHEREAS, as part of the Severance Agreement, Employee agreed to certain non-disclosure, non-competition, and non-solicitation obligations, and further agreed to waive and release certain claims (“Employee’s Promises”) in exchange for good and valuable consideration provided to Employee by Team (“Team’s Promises”);

WHEREAS, in exchange for Team’s Promises, Employee further agreed to sign this Reaffirmation on or immediately after the Last Day of Employment acknowledging current compliance with, and ratifying and re-affirming each of Employee’s Promises made in the Severance Agreement; and

WHEREAS, except for Employee’s compensation through the Last Day of Employment described in Paragraph C(1) of the Severance Agreement, no payments or consideration will be provided under the Severance Agreement unless and until after the signing of this Reaffirmation and the expiration without revocation of the seven-day revocation period provided under this Reaffirmation.

NOW THEREFORE , in accordance with Paragraph D(2) of the Severance Agreement, and in exchange for Team’s Promises set forth in Paragraphs (C)(2) and (C)(3) of the Severance Agreement, Employee acknowledges and agrees as follows:

G.      EMPLOYEE’S ACKNOWLEDGEMENT, RE-AFFIRMATION AND RATIFICATION

(1)      Acknowledgement of Current Compliance . Employee acknowledges that he is currently in compliance with each of the promises made by Employee in the Severance Agreement, including but not limited to:

(3)      Protected Rights .

(a)      Nothing in this Reaffirmation shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, is provided under this Reaffirmation or arises after the signing of this Reaffirmation, involves unemployment compensation benefits if Employee is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Employee states he has no unfiled workers’ compensation claim or unreported injury). To the extent that any such claim cannot be waived as a matter of law, it is understood that Employee reserves the right to file such claim, but Employee expressly waives Employee’s right to any relief of any kind should Employee or any other person or entity pursue any claim on Employee’s behalf except as stated below.

(b)      Nothing in this Reaffirmation limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission (“SEC”) or any other federal, state or local governmental agency or commission (“Government Agencies”). Employee further understands that this Reaffirmation does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Neither this Reaffirmation nor any other Reaffirmation or policy of Team limits Employee’s right to receive an award for information provided to the SEC or any other non-waivable right to recover an award from another governmental agency.

(c)      Neither this Reaffirmation nor any other agreement or policy of Team shall prohibit Employee from the following disclosures: (i) disclosures of trade secrets made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (iii) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (iv) other actions protected as whistleblower activity under applicable law. Employee is not required to notify Team of these allowed reports or disclosures.

(4)      Venue; Applicable Law . The venue for any dispute between the parties arising from or relating to this Reaffirmation or Employee’s obligations hereunder shall be exclusively in the federal and state courts of Harris County, Texas, unless another forum is required by applicable law. This Reaffirmation shall be construed in accordance with the laws of the State of Texas, without regard to the conflict of law provisions of any jurisdiction. In the event that Employee resides in a state in which this consent to or waiver of objections to governing law and venue may not be effective as a matter of law, then the Parties agree that this selection of governing law and venue shall be that of the city and state in which Employee primarily resides.

(5)      No Waiver . No failure by either Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Reaffirmation shall (i) be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (ii) preclude insistence upon strict compliance in the future.

(6)      Miscellaneous Terms . Either party may enforce the Reaffirmation in court if the other party breaches it. If a court refuses to enforce any part of the Reaffirmation, the remainder will not be affected and will remain in force. Team does not admit violating any state, federal, or local laws by entering into this Reaffirmation. This Reaffirmation and the Severance Agreement, the RSU Agreements (as defined in the Severance

Agreement), the Plan Documents (as defined in the Severance Agreement), contain the entire and only agreements between Team and Employee regarding Employee’s termination of employment. All oral or written promises or assurances that are not contained in these agreements are waived, invalid and unenforceable, other than any otherwise existing obligations of Employee under contract or under the law regarding duties of confidentiality, non-solicitation or non-competition which shall remain in full force and effect. This Reaffirmation may not be modified except in a writing signed by Employee and an authorized officer of Team.

(7)      Notices. Any notices regarding acceptance, rejection, revocation or any other matters arising under this Reaffirmation shall be sent by a method of delivery which provides a receipt of delivery and shall be addressed as provided below. Any change of contact information listed below shall be promptly reported to the other party at the address below. Notices to Employee should be addressed to his home address on file with Team, as well as to [omitted]. Notices to Team should be addressed to either the SVP, Human Resources or the EVP, Chief Legal Officer for Team Industrial Services, Inc. located at 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478. Such notice may be delivered by fax to 281.388.4411 or electronic mail (with confirmed receipt) to Mark.Hinderliter@Teaminc.com or Butch.Bouchard@Teaminc.com.

H.      EMPLOYEE’S ASSURANCES TO TEAM

The Reaffirmation is a legal document with legal consequences. Team wants to be certain that Employee fully understands the legal effect of signing this Reaffirmation. Employee, therefore, makes the following assurances:

(1)      I have carefully read the complete Reaffirmation.

(2)      The Reaffirmation is written in language that is understandable to me.

(3)      I understand all of the provisions of this Reaffirmation.

(4)      I enter this Reaffirmation freely and voluntarily. I am under no coercion or duress whatsoever in considering or agreeing to the provisions of this Reaffirmation.

(5)      I understand that this Reaffirmation is a contract and that either party may enforce it.

(6)      I have been given a period of twenty-one (21) calendar days to consider the terms of the offer contained in this Reaffirmation. This twenty-one (21) day period has provided me with sufficient time to consider my options and to seek the advice of legal counsel, tax or financial advisors, family members, and anyone else whose advice I value.

(7)      After signing this Reaffirmation, I have a period of seven (7) calendar days to revoke. I can revoke this Reaffirmation by notifying Team in writing of my wish to do so within the seven (7) day period. The notice of revocation must be sent as designated in the Notices Section. In fact, this Reaffirmation is not effective until the eighth (8th) calendar day after it is signed by me, provided the Reaffirmation is not revoked (the “effective date”).

(8)      I agree and acknowledge that without all of my promises in this Reaffirmation, I am not otherwise entitled to any consideration or amount(s) that may be paid to me under the Severance Agreement.

(9)      Team has urged me, in writing, to review this document with my lawyer prior to signing.

PLEASE READ AND CONSIDER THIS REAFFIRMATION CAREFULLY BEFORE SIGNING IT. THIS REAFFIRMATION REAFFIRMS A SEVERANCE AGREEMENT CONTAINING A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS YOU MAY HAVE AGAINST TEAM.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Reaffirmation as of the date set forth below their signatures.

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

September 18, 2017

Ted W. Owen

c/o Team, Inc.

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

LETTER AGREEMENT FOR CONSULTING SERVICES

Dear Ted:

This letter agreement for consulting services (“Consulting Agreement”) shall set forth the terms of our understanding in connection with the consulting services to be provided by you to Team, Inc. (the “Company”). This Agreement shall be binding on any successor to the Company, including in the event of a Change of Control. The Company values Employee’s availability for consulting services because of his unique knowledge, gained from his work as Chief Executive Officer, of the Company, its operations, and its business. In light of Employee’s unique knowledge, the Company derives value commensurate with the fees provided in this Agreement from Employee’s availability to provide consulting services, regardless of whether the Company actually requests Employee’s consulting services at any particular time.

Capitalized terms used in this Consulting Agreement that are not defined in this Consulting Agreement shall have the meanings ascribed to them in the Confidential Severance Agreement and Release, of even date herewith, between you and the Company.

1. Term . You shall render the Consulting Services (as defined below) to the Company, on the terms and conditions set forth in this Consulting Agreement, during the period beginning on January 1, 2018 and ending on June 30, 2018 (the “Term”); provided, that the Term, and this Consulting Agreement, shall terminate prior to June 30, 2018 (a) upon your death or physical or mental incapacity; (b) at the election of the Company, upon your breach of your obligations under this Consulting Agreement; (c) at your election, by reason of the Company’s breach of the Company’s obligations under this Consulting Agreement; (d) by mutual consent of both parties; or (e) by you or the Company by the giving of 14 days’ prior written notice to the other Party.

2. Consulting Services . You agree that during the Term you shall assist with the transition of your duties as Chief Executive Officer of the Company to your successor as reasonably requested by the Company and, as reasonably requested by the Company you shall generally assist with the transition of the business operations of the Company (together, the “Consulting Services”). During the Term, you will be reasonably available for the

purpose of rendering (and to the extent requested shall provide), for up to forty (40) hours per week, the Consulting Services pursuant to this Consulting Agreement. You agree to provide the Consulting Services at the Company’s headquarters in Sugar Land, Texas and you further agree to reasonable travel, at the Company’s expense, in furtherance of the Consulting Services.

3. Fees. The Company shall pay you at the rate of $50,000 per month during the Term, in monthly installments, payable on the first business day of each month during the Term. In addition, you will be entitled to reimbursement for all reasonable, documented expenses associated with your services requested by the Company under this Consulting Agreement. In the event that the Consulting Agreement terminates pursuant to Section 1(a) or is terminated by the Company pursuant to Section 1(e) prior to June 30, 2018, the Company will continue to pay the monthly fee through June 30, 2018. Except as provided in the immediately preceding sentence, the Company will have no obligation to pay the consulting fee following any other termination of this Consulting Agreement and the Consulting Services.

4. Independent Contractor . You understand that your relationship with the Company shall be that of an independent contractor and you shall not be considered an employee of the Company for tax purposes or for any other purposes whatsoever. You specifically understand and agree that you will not be entitled to, nor be eligible to participate in, any benefits or privileges offered or given by the Company or any of its affiliates to their respective employees as a result of the relationship established by this Consulting Agreement. You agree that during the term of this Consulting Agreement you will not be an agent of the Company or any of its affiliates, and that you will have no authority, implied or actual, to act on behalf of the Company or any of its affiliates or to enter into any agreement that would bind either the Company or any of its affiliates.

5. Federal, State, and Local Taxes. Federal, state, and local income tax and payroll tax of any kind shall not be withheld or paid by the Company on your behalf. You understand that you are responsible to pay income taxes according to law. If you are not a corporation, you further understand that you may be liable for self-employment (social security) tax to be paid by you according to law.

6. No Conflict . During the term of this Consulting Agreement, you agree that you will not engage in any activity which shall be in direct or indirect conflict with the services provided to the Company, without the prior written consent of the Company.

7. Non-Assignability. You may not assign this Consulting Agreement without the prior written permission of the Company. Any attempt to assign any rights, duties, or obligations that arise under this Consulting Agreement without such permission shall be void.

8. Complete Agreement. This Consulting Agreement shall be governed by the laws of the State of Texas and constitutes the entire agreement between the Company and you with respect to the services to be performed hereunder. This Consulting Agreement

supersedes all prior writings and representations with respect to the Consulting Services and may be modified or rescinded only by a writing signed by both parties or their authorized agents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

If this letter correctly sets forth your understanding of your consulting relationship with the Company, please indicate your approval and acceptance below and return one copy of this letter to me.

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

September 18, 2017

PERSONAL & CONFIDENTIAL

Mr. Gary G. Yesavage
c/o Team, Inc.
13131 Dairy Ashford, Suite 600
Sugar Land, Texas 77478

Dear Gary:

This letter sets forth our mutual understanding and agreement concerning your service as interim Chief Executive Officer of Team, Inc. (“Team”).

1. Positions; Term; Duties; Location .

(a) Commencing September 18, 2017, you will serve as Interim Chief Executive Officer of Team (“CEO”), reporting to the Board of Directors of Team (“Board”). You will remain a member of the Board during your service as CEO.

(b) You will be an employee at will and will serve at the pleasure of the Board, meaning that the Board can terminate your service as CEO with or without Cause at any time.

(c) During your service as CEO, you agree to devote your full business time, energy and skill to the performance of your duties, authorities and responsibilities to Team; provided that the foregoing will not prevent you from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board (which will not be unreasonably withheld), other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing your passive personal investments so long as such activities in the aggregate do not materially interfere or conflict with your duties or create a potential business or fiduciary conflict.

(d) You acknowledge that you may be required to travel in connection with the performance of your duties.

2.      Cash Compensation; Participation in Team Benefit Plans; Board Fees . For so long as you serve as CEO, you will receive cash compensation of $50,000 per month, less applicable withholdings required by law, payable in accordance with Team’s regular payroll schedule and pro-rated for service for any partial month. Except as set forth below regarding restricted stock units, you will not participate in any employee benefit plans of Team or its subsidiaries. During your service as CEO, you will not be entitled to receive any payments in respect of your service as a member of the Board.

3.      Restricted Stock Unit Grants

(a) On September 18, 2017, Team will grant to you an award of restricted stock units (the “Service RSUs”) relating to 14,815 shares of common stock of the Team, par value $0.30 per share (“Shares”) pursuant to the Team, Inc. 2016 Equity Incentive Plan (the “EIP”). The Service RSUs will vest in full and be settled upon the earliest to occur of (a) January 18, 2018, (b) Team’s appointment of a permanent Chief Executive Officer, (c) Team’s termination of your service as CEO without Cause, and (d) your ceasing to serve as interim Chief Executive Officer due to your death or permanent disability, as determined by the Board in its reasonable, good faith discretion (the earliest to occur of clauses (a), (b), (c) and (d) the “RSU Vesting Date”), subject to your continued service as CEO through the RSU Vesting Date. If your service as CEO terminates for any reason prior to the RSU Vesting Date, you will forfeit the Service RSUs.

(b) On September 18, 2017, the Team will grant to you an award of restricted stock units (the “Performance RSUs”) relating to 14,815 Shares pursuant to the EIP. Such portion of the Performance RSUs will vest and be settled as determined in the Board’s sole discretion based on its assessment of your performance as CEO (and any portion of the Performance RSUs that do not vest shall be forfeit), upon the earliest to occur of (a) Team’s appointment of a permanent Chief Executive Officer, and (b) your ceasing to serve as interim Chief Executive Officer due to your death or permanent disability, a determined by the Board in its reasonable, good faith discretion (the earliest to occur of clauses (a) and (b), the “PSU Vesting Date”), subject to your continued service as CEO through the PSU Vesting Date. If your service as CEO terminates for any reason prior to the PSU Vesting Date, you will forfeit the Performance RSUs.

4.      Expenses . During your service as CEO, you shall be entitled to receive reimbursement for all reasonable, documented business expenses incurred by you in accordance with the performance of your duties.

5.      Certain Definitions . For purposes of this agreement, “Cause” shall mean (a) conviction of, or pleading guilty or nolo contendere to, a felony, or (b) your willful and continued failure to perform your duties (except due to mental or physical incapacity).

6.      Your Right to Indemnification . Team shall indemnify you and hold you harmless to the fullest extent permitted by law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney’s fees), losses, and damages resulting from your good faith performance of your duties and obligations with Team. Team will cover you under directors’ and officers’ liability insurance both during and, while potential liability exists, after your employment in the same amount and to the same extent as Team covers its other officers and directors. These obligations will survive the termination of your employment with Team.

7.      Governing Law . This agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict of laws. This agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representative

Gary, we are grateful for your strong commitment to Team and we appreciate you’re your leadership during this transition period.

Very truly yours,

/s/ Louis A. Waters

Accepted and Agreed to:

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

Re: Retention Benefits

Dear Jeff:

In recognition of your service to Team, Inc. (the “ Company ”) and in order to encourage you to remain employed with the Company, to perform in a highly effective manner, and to proactively execute the commercial strategy of the Company and its affiliates, the Company will provide to you the compensation and benefits set forth in this letter agreement (this “ Letter Agreement ”), subject to the terms and conditions described herein.

Retention RSUs .

On September 18, 2017 (the “ Grant Date ”), the Company will grant you an award of restricted stock units (the “ Retention RSUs ”) relating to 35,186 shares of common stock of the Company, par value $0.30 per share (“ Shares ”) pursuant to the Team, Inc. 2016 Equity Incentive Plan (the “ EIP ”). The Retention RSUs will vest in full on September 18, 2019 (the “ Retention Date ”), subject to your continued employment with the Company and its affiliates through the Retention Date.

Notwithstanding the foregoing, if, during the period commencing on the Grant Date and ending on the Retention Date (the “ Retention Period ”), you experience (a) an Involuntary Separation from Service Without Cause (as defined in the Team, Inc. Corporate Executive Officer Compensation and Benefits Continuation Policy (As amended, August 17, 2016) as in effect on the date hereof (the “ Severance Policy ”)), or (b) a Voluntary Separation from Service for Good Reason (as defined in the Severance Policy) (each of (a) and (b), a “ Qualifying Termination ”), then, subject to you entering into an agreement providing for a general release of claims against the Company and its affiliates and including two-year post-termination non-compete, customer and employee non-solicitation, and mutual non-disparagement covenants, in a form reasonably acceptable to the Company (a “ Release and Covenant Agreement ”), and such Release and Covenant Agreement becoming irrevocable in accordance with its terms, the Retention RSUs will vest in full effective as of the date of your Qualifying Termination and will be settled in Shares on the Retention Date; provided that if you violate any of the provisions of the Release and Covenant Agreement, then any Shares that would have been delivered to you on the Retention Date shall be forfeited on the date such violation occurs.

The Retention RSUs will be subject to the terms and conditions set forth in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “ Grant Agreement ”), and you are required to sign the Grant Agreement concurrently with this Letter Agreement as a condition to receiving the Retention RSUs. However, in the event of a conflict between this Letter Agreement and the Grant Agreement, the terms of this Letter Agreement will govern.

Severance Policy

While you remain employed with the Company and its affiliates during the Retention Period, you will be eligible to participate in the Severance Policy as an “Eligible President or Executive Vice President of Team (Category II)” as defined in the Severance Policy; provided that, notwithstanding anything in the Severance Policy to the contrary, (a) as a condition to your receipt of the severance benefits set forth in the Severance Policy upon your Qualifying Termination during the Retention Period, you must enter into a Release and Covenant Agreement and such Release and Covenant Agreement must become irrevocable in accordance with its terms and (b) any amendment made to the Severance Policy during the Retention Period that would adversely impact your rights under the Severance Policy will not be effective with respect to your Qualifying Termination during the Retention Period. If you remain employed with the Company and its affiliates through the end of the Retention Period, then this paragraph shall cease to apply and your participation in the Severance Policy after the Retention Period will be subject to the terms and conditions of the Severance Policy as in effect from time to time.

Special Vesting

If you experience a Qualifying Termination during the Retention Period, then, subject to you entering into a Release and Covenant Agreement and such Release and Covenant Agreement becoming irrevocable in accordance with its terms, all of your then outstanding and unvested time-based Company restricted stock units will vest in full effective as of the date of your Qualifying Termination and will be settled in Shares on the originally scheduled vesting dates as set forth in the applicable award agreements; provided that if you violate any of the provisions of the Release and Covenant Agreement, then any Shares that would have been delivered to you on the originally scheduled vesting dates shall be forfeited on the date such violation occurs. This Letter Agreement, together with the Release and Covenant Agreement, shall be considered a “Special Vesting Agreement” for purposes of the Grant Agreement. For the avoidance of doubt, any performance-based restricted stock units that you hold will be forfeited upon your Qualifying Termination, except as otherwise expressly provided in the applicable award agreements.

Other Terms and Conditions

The Retention RSUs will not count toward or be considered in determining payments or benefits due to you under any other plan, program, or agreement. You and the Company acknowledge that your employment is “at will” and may be terminated by either you or the Company at any time and for any reason, with or without notice, and neither this Letter Agreement nor any other oral or written representations may be considered a contract for any specific period of time.

This Letter Agreement may not be amended or modified except by an agreement in writing signed by you and the Company.

This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without reference to its conflict of law rules. All benefits hereunder are subject to withholding for applicable income and payroll taxes or as otherwise required by law.

[ Signature Page Follows ]

Please confirm your agreement to the foregoing by executing this Letter Agreement as indicated below.

Acknowledged and Agreed:

EXHIBIT A

TEAM, INC.

NOTICE OF GRANT

for Stock Units awarded under the

Team, Inc. 2016 Equity Incentive Plan

Team, Inc. (the “ Company ”) has granted to Participant (as designated below) a long-term incentive award pursuant to the Team, Inc. 2016 Equity Incentive Plan (as amended and/or restated, the “ Plan ”) and subject to the additional terms and conditions provided under the Team, Inc. Stock Unit Award Agreement, a copy of which is attached as Exhibit A (“ Award Agreement ”). By continuing to provide services to the Company and/or any of its Affiliates, Participant is deemed to have accepted the terms and conditions of this Notice of Grant, the Award Agreement and the Plan. Any capitalized terms not defined herein are defined in the Plan and/or the Award Agreement.

Except as provided in the Plan or the Award Agreement, the Participant’s right to receive any amounts under this Notice or the Award Agreement shall be forfeited on the date Participant ceased to be employed by the Company and its Affiliates.

EXHIBIT “A”

TEAM, INC.

STOCK UNIT AWARD AGREEMENT

for Stock Units awarded under the

Team, Inc. 2006 Equity Incentive Plan

This Stock Unit Award Agreement (the “ Agreement ”) is entered into between Team, Inc. (the “ Company ”) and each individual (the “ Participant ”) who holds a Notice of Stock Unit Award Certificate (the “ Award Certificate ”), incorporated herein by reference.

1.     Stock Unit Award .

On the Date of Grant specified on the Award Certificate, the Company has awarded to the Participant, a Stock Unit which represents an unfunded, unsecured promise by the Company to deliver common shares of the Company (“ Shares ”) pursuant to the vesting schedule on the Participant’s Award Certificate.

This Stock Unit has been granted under the Team, Inc. 2016 Stock Incentive Plan (as amended and/or restated, the “ Plan ”) and will include and be subject to all provisions of the Plan, which are incorporated herein by reference, and will be subject to the provisions of this Agreement. Capitalized terms used in this Agreement which are not specifically defined will have the meanings defined under the Plan. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.

2.     Terms and Conditions .

(A)     Vesting Date . Subject to the conditions set forth in the Plan and this Agreement, the Stock Units issued to Participant will vest on the Vesting Dates (as defined below) listed in the Award Certificate.

(B)     Settlement of Units . Except as provided in Subsection (C) below, the Company will issue one Share to Participant on the date each Stock Unit is scheduled to become vested under the terms of the Award Certificate (“ Vesting Date ”). As a ministerial matter, the Company shall cause the issuance and delivery of Shares to the Participant as soon as practicable after each designated Vesting Date and in any event within twenty (20) business days after such designated Vesting Date; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent shall have deposited such Shares according to the delivery instructions; and provided further that if any law, regulation or order of the Securities and Exchange Commission (the “ Commission ”) or other body having jurisdiction shall require the Company or the Participant to take any action in connection with the delivery of the Shares, then, subject to the other provisions of this Section, the date on which such delivery shall be deemed to have occurred shall be extended for the period necessary to take and complete such action, it being understood that the Company shall have no obligation to take and complete any such action.

(C)     Accelerated Vesting .

(i)     Death . If Participant dies while actively employed by the Company or an Affiliate, as applicable, all of Participant’s Stock Units will automatically vest and the Company shall immediately thereafter issue one Share to Participant for each of his or her Stock Units.

(ii)     Change of Control . Notwithstanding any other provision of this Agreement, upon a Change of Control of the Company all Stock Units granted the Participant under this Agreement will vest and the Company shall immediately thereafter issue one Share to Participant for each of his or her Stock Units.

(D)     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 Stock Units. A 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.

(E)     Non-Transferability of Stock Unit . This 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 Participant.

(F)     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 Stock Unit grant, including the grant of Stock Units, the vesting of Stock Units, the conversion of the 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 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, Participant authorizes the Company or its Affiliate, as applicable, to withhold all applicable Tax Related Items legally payable by Participant from Participant’s wages or other cash compensation payable to Participant by the Company or its Affiliate, as applicable, or from any equivalent cash payment received upon vesting of the 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 Stock Units to satisfy the withholding or payment on account obligation, and/or (ii) withhold in Shares, provided that the Company and Participant’s actual Employer (defined below) shall withhold only the amount of Shares necessary to satisfy the minimum withholding amount. Participant shall pay to the Company or to the Employer any amount of Tax Related Items that the Company may be required to withhold as a result of the Participant’s receipt of Stock Units,

the vesting of Stock Units, the receipt of a dividend equivalent cash payment, or the conversion of vested Stock Units to Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver Shares to Participant if Participant fails to comply with his or her obligation in connection with the Tax Related Items as described herein. For purposes of this provision, the terms “Employer” means the Company (if the Participant is employed by the Company) or the Affiliate of the Company that employs the Participant.

To the extent that any portion of the Stock Units is treated as includible in Participant’s income prior to the date that shares are delivered to Participant under this Agreement, the Company and the Participant’s Employer, as applicable, are hereby authorized and directed to either (i) require Participant to make payment of such taxes to the Company or Participant’s Employer, as applicable, through delivery of cash or a cashier’s check within five (5) calendar days after the Company or the Participant’s Employer, as applicable, is required to remit such taxes to the Internal Revenue Service, or (ii) withhold from Participant’s regular wages, bonus or other compensation payments the amount of any tax required to be withheld.

For Participants employed at international (non-US) locations:

The Company or Participant’s Employer, as applicable, will assess its requirements regarding tax, social insurance and any other payroll tax (“ Tax Obligations ”) withholding and reporting in connection with the Stock Units or Shares. These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company or Participant’s Employer, in this regard, Participant hereby acknowledges and agrees that the ultimate liability for any and all Tax Obligations is and remains his or her responsibility and liability and that the Company and Participant’s Employer make no representations nor undertakings regarding treatment of any Tax Obligation as a result of the grant or vesting of the Stock Units, and Participant agrees to make arrangements satisfactory to the Company or Participant’s Employer, as applicable, to satisfy all withholding requirements. Employee authorizes the Company or Participant’s Employer, as applicable, to withhold all applicable Tax Obligations legally due from Participant from his or her wages or other cash compensation to be paid him or her by the Company or Participant’s Employer.

(G)     Expiration . The Participant will forfeit all unvested Stock Units upon Termination of Employment for any reason, other than death, a Change of Control, or a Special Vesting Agreement (as defined below).

(H)     Legality of Initial Issuance . No Shares shall be issued upon the vesting of a Stock Unit unless and until the Company has determined that:

(i)      The Company and, if applicable, the Participant have taken any or all actions required to register the Shares pursuant to all applicable securities laws or to perfect an exemption from the registration requirements thereof;

(ii)      Any applicable listing requirement of any stock exchange or other securities market on which Shares are listed has been satisfied; and

(iii)      The Participant has taken actions, satisfactory to the Company, to pay applicable taxes as described in Subsection 2(F).

3.     Return of Share Value .

(A)    By accepting this Award, Participant hereby agrees that if the Company determines that Participant engaged in Conduct Detrimental to the Company (as defined below) during his or her employment with the Company and/or an Affiliate, or during the one-year period following the Participant’s Termination of Employment, Participant shall be required, upon demand, to return to the Company, in the form of a cash payment, the Returnable Share Value (defined below) and all unvested amounts are forfeited. Participant understands and agrees that the repayment of the Returnable Share Value is in addition to and separate from any other relief available to the Company and/or Participant’s Employer, due to Participant’s Conduct Detrimental to the Company, including injunctive relief, attorneys’ fees and damages.

(B)    By accepting this Award, Participant hereby agrees that if the Participant’s Termination of Service with the Company or an Affiliate, as applicable, is designated by the Committee as a Special Vesting Agreement, Participant may be permitted to continue to become vested in the Shares. If that occurs, in addition to the restriction above in Subsection (A) concerning conduct during employment and for one year after Termination of Employment, Participant agrees that he or she will not engage in Conduct Detrimental to the Company during the remaining vesting period as provided in the Award Certificate. If Participant engages in Conduct Detrimental to the Company during the remaining portion of the vesting period, then Participant shall (i) forfeit all of the unvested Shares, and (ii) be required, upon demand, to return to the Company, in the form of a cash payment, the Returnable Share Value paid to date. Participant understands and agrees that the repayment of the Returnable Share Value is in addition to and separate from any other relief available to the Company due to Participant’s Conduct Detrimental to the Company, including injunctive relief, attorneys’ fees and damages.

4.     Definitions .

The following definitions shall apply for purposes of this Agreement:

(A)    “ Conduct Detrimental to the Company ” means:

(i)    Participant engages in Serious Misconduct (whether or not such Serious Misconduct is discovered by the Company prior to the Participant’s Termination of Employment);

(ii)    Participant breaches his or her obligations to the Company, or an Affiliate, with respect to confidential and proprietary information or trade secrets;

(iii)    Participant Competes with the Company or an Affiliate;

(iv)    Participant directly or indirectly, solicits, recruits, advises, attempts to influence or otherwise induce or persuade, directly or indirectly (including encouraging another person to influence, induce or persuade), any customer or vendor of the Company or any of its Affiliates to materially decrease or terminate its relationship with the Company or its Affiliates,

within the geographic area that Participant had direct business responsibility for during the term of his/her employment with the Company or with an Affiliate;

(v)    Participant directly or indirectly, solicits, recruits, advises, attempts to influence or otherwise induce or persuade, directly or indirectly (including encouraging another person to influence, induce or persuade), any person employed by the Company or any of its Affiliates to leave the employ of the Company or any of its Affiliates (except for those actions that are within the scope of Participant’s employment that are taken on behalf of the Company or its Affiliates); or

(vi)    Participant seeks to have any of the obligations listed above in (i)-(v) found unenforceable or invalid for any reason.

Participant acknowledges that the Conduct Detrimental to the Company is worthy of protection by these promises due to the nature of the harm that would be caused by such actions because Participant acknowledges that the Company and, if applicable, its Affiliate, has promised and the Participant has been entrusted with access to significant confidential or trade secret or propriety information of the Company or its Affiliates, as well as access to relationships and information regarding the Company’s or its Affiliates’ customers, vendors, and employees.

(B)    “ Compete .” For purposes of this provision, Participant shall be deemed to “compete” with the Company if he or she, directly or indirectly:

(i)    Is a principal, owner, officer, director, shareholder or other equity owner (other than a holder of less than 5% of the outstanding shares or other equity interests of a publicly traded company) of a Direct Competitor (as defined below);

(ii)     Is a partner or joint venture in any business or other enterprise or undertaking with a Direct Competitor; or

(iii)    Serves or performs work (including consulting or advisory services) for a Direct Competitor, that is similar in a material way to the work that Participant performed for the Company or any of its Affiliates, in the twelve months preceding the Participant’s Termination of Employment, or that involves the use of the Company’s or any of its Affiliates’, confidential, trade secret or proprietary information.

(C)    “ Direct Competitor ” means any entity, or other business concern that within the geographic area that Participant had direct business responsibility for during the term of his employment with the Company or its Affiliates, offers or plans to offer products or services that are materially competitive with any of the products or services being manufactured, offered or marketed, or that are actively developed, by the Company or any of its Affiliates, as of the date Participant’s Service ends.

(D)    “ Special Vesting Agreement ” means an agreement in which the Compensation Committee, in its sole discretion, elects to permit some or all of the Participant’s Stock Units to continue vesting following the Participant’s Termination of Employment with the Company or with an Affiliate, as applicable, in exchange for Participant’s strict compliance with

designated post-termination conditions, as determined by the Committee pursuant to a written agreement executed at the time the Participant’s Termination of Employment occurs.

(E)    “ Returnable Share Value ” means a cash amount equal to the gross value of the Shares that were issued to Participant in the one-year period prior to the Company’s determination that Participant engaged in Conduct Detrimental to the Company pursuant to this Agreement, determined as of the date such Shares were issued to Participant and using the Fair Market Value (as defined in the Plan) of the Company’s common stock on that date. For purposes of clarity, if a Participant’s shares have an extended vesting period due to a Special Vesting Agreement, then the Returnable Share Value amount shall include all shares that became vested during the one-year period ending on the date the Participant first engaged in an action that is treated as Conduct Detrimental to the Company.

(F)    “ Serious Misconduct ” shall mean embezzlement or misappropriation of Company, or Affiliate, funds or other Company, or Affiliate, assets, including confidential or trade secret information, commission of an illegal act or the willful failure to comply with the policies and procedures of the Company, or an Affiliate, as determined by the Committee, in its sole discretion.

(G)    “ Service ” shall mean the period during which a Participant is considered to be an employee of the Company or of an Affiliate, and shall not include any notice period.

5.     Additional Provisions

(A)     Notices . The Company may deliver any notice required by the terms of this Agreement in writing or by electronic means. Any such notice that is given in writing shall be deemed effective upon personal delivery or upon deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid. The notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.

(B)     Entire Agreement . This Agreement, the Award Certificate and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof; provided, however, that the provisions of the Plan shall continue to apply, and further provided that in case of inconsistencies or ambiguities, the provisions of the Plan shall prevail over the provisions of this Agreement or the Award Certificate. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(C)     Governing Law . This Agreement and the Plan shall be governed by, and construed in accordance with, the laws of the State of Texas, United States of America. The venue for any and all disputes arising out of or in connection with this Agreement shall be Harris County, Texas, United States of America, and the courts sitting exclusively in Harris County, Texas, United States of America shall have exclusive jurisdiction to adjudicate such disputes. Each party hereby expressly consents to the exercise of jurisdiction by such courts and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to such laying of venue (including the defense of inconvenient forum).

(D)     Administration . Any determination by the Company and its counsel in connection with any question or issue arising under this Agreement, the Award Certificate, or the Plan shall be conclusive and binding on the Participant and all other persons, having an interest hereunder.

(E)     Successors and Assigns . The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and to the Participant, the Participant’s executors, administrators, heirs, successors, representatives and assignees.

(F)     Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to the Stock Unit granted under and participation in the Plan or future Stock Units that may be granted under the Plan by electronic means or to request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan and sign the Agreement through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

(G)     Code Section 409A . This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. To the extent there is any ambiguity in this Agreement as to its compliance with Section 409A, this Agreement shall be read to conform with the requirements of Section 409A, and the Company may at its sole discretion amend or replace this Agreement to cause this Agreement to comply with Section 409A. Neither the Company nor Participant shall have the right to accelerate or defer the delivery of any amount payable under this Agreement except to the extent specifically permitted or required by Code Section 409A. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to Participant or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

(H)     Employment Relationship . For purposes of this Agreement, Participant shall be considered to be in the employment of the Company as long as Participant remains an employee of either the Company or an Affiliate. Nothing in the adoption of the Plan or the award of the Stock Units thereunder pursuant to this Agreement shall confer upon Participant the right to continued employment by the Company or affect in any way the right of the Company to terminate such employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, Participant’s employment by the Company shall be on an at-will basis, and the employment relationship may be terminated at any time by either Participant or the Company for any reason whatsoever, with or without cause. Any question as to whether and when there has been a Termination of Employment, and the cause of such termination, shall be determined by the Committee, and its determination shall be final.

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

Re: Retention Benefits

Dear Art:

In recognition of your service to Team, Inc. (the “ Company ”) and in order to encourage you to remain employed with the Company, to perform in a highly effective manner, and to proactively execute the commercial strategy of the Company and its affiliates, the Company will provide to you the compensation and benefits set forth in this letter agreement (this “ Letter Agreement ”), subject to the terms and conditions described herein.

Retention RSUs .

On September 18, 2017 (the “ Grant Date ”), the Company will grant you an award of restricted stock units (the “ Retention RSUs ”) relating to 35,186 shares of common stock of the Company, par value $0.30 per share (“ Shares ”) pursuant to the Team, Inc. 2016 Equity Incentive Plan (the “ EIP ”). The Retention RSUs will vest in full on September 18, 2019 (the “ Retention Date ”), subject to your continued employment with the Company and its affiliates through the Retention Date.

Notwithstanding the foregoing, if, during the period commencing on the Grant Date and ending on the Retention Date (the “ Retention Period ”), you experience (a) an Involuntary Separation from Service Without Cause (as defined in the Team, Inc. Corporate Executive Officer Compensation and Benefits Continuation Policy (As amended, August 17, 2016) as in effect on the date hereof (the “ Severance Policy ”)), or (b) a Voluntary Separation from Service for Good Reason (as defined in the Severance Policy) (each of (a) and (b), a “ Qualifying Termination ”), then, subject to you entering into an agreement providing for a general release of claims against the Company and its affiliates and including two-year post-termination non-compete, customer and employee non-solicitation, and mutual non-disparagement covenants, in a form reasonably acceptable to the Company (a “ Release and Covenant Agreement ”), and such Release and Covenant Agreement becoming irrevocable in accordance with its terms, the Retention RSUs will vest in full effective as of the date of your Qualifying Termination and will be settled in Shares on the Retention Date; provided that if you violate any of the provisions of the Release and Covenant Agreement, then any Shares that would have been delivered to you on the Retention Date shall be forfeited on the date such violation occurs.

The Retention RSUs will be subject to the terms and conditions set forth in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “ Grant Agreement ”), and you are required to sign the Grant Agreement concurrently with this Letter Agreement as a condition to receiving the Retention RSUs. However, in the event of a conflict between this Letter Agreement and the Grant Agreement, the terms of this Letter Agreement will govern.

Severance Policy

While you remain employed with the Company and its affiliates during the Retention Period, you will be eligible to participate in the Severance Policy as an “Eligible President or Executive Vice President of Team (Category II)” as defined in the Severance Policy; provided that, notwithstanding anything in the Severance Policy to the contrary, (a) as a condition to your receipt of the severance benefits set forth in the Severance Policy upon your Qualifying Termination during the Retention Period, you must enter into a Release and Covenant Agreement and such Release and Covenant Agreement must become irrevocable in accordance with its terms and (b) any amendment made to the Severance Policy during the Retention Period that would adversely impact your rights under the Severance Policy will not be effective with respect to your Qualifying Termination during the Retention Period. If you remain employed with the Company and its affiliates through the end of the Retention Period, then this paragraph shall cease to apply and your participation in the Severance Policy after the Retention Period will be subject to the terms and conditions of the Severance Policy as in effect from time to time.

Special Vesting

If you experience a Qualifying Termination during the Retention Period, then, subject to you entering into a Release and Covenant Agreement and such Release and Covenant Agreement becoming irrevocable in accordance with its terms, all of your then outstanding and unvested time-based Company restricted stock units will vest in full effective as of the date of your Qualifying Termination and will be settled in Shares on the originally scheduled vesting dates as set forth in the applicable award agreements; provided that if you violate any of the provisions of the Release and Covenant Agreement, then any Shares that would have been delivered to you on the originally scheduled vesting dates shall be forfeited on the date such violation occurs. This Letter Agreement, together with the Release and Covenant Agreement, shall be considered a “Special Vesting Agreement” for purposes of the Grant Agreement. For the avoidance of doubt, any performance-based restricted stock units that you hold will be forfeited upon your Qualifying Termination, except as otherwise expressly provided in the applicable award agreements.

Other Terms and Conditions

The Retention RSUs will not count toward or be considered in determining payments or benefits due to you under any other plan, program, or agreement. You and the Company acknowledge that your employment is “at will” and may be terminated by either you or the Company at any time and for any reason, with or without notice, and neither this Letter Agreement nor any other oral or written representations may be considered a contract for any specific period of time.

This Letter Agreement may not be amended or modified except by an agreement in writing signed by you and the Company.

This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without reference to its conflict of law rules. All benefits hereunder are subject to withholding for applicable income and payroll taxes or as otherwise required by law.

[ Signature Page Follows ]

Please confirm your agreement to the foregoing by executing this Letter Agreement as indicated below.

Acknowledged and Agreed:

EXHIBIT A

TEAM, INC.

NOTICE OF GRANT

for Stock Units awarded under the

Team, Inc. 2016 Equity Incentive Plan

Team, Inc. (the “ Company ”) has granted to Participant (as designated below) a long-term incentive award pursuant to the Team, Inc. 2016 Equity Incentive Plan (as amended and/or restated, the “ Plan ”) and subject to the additional terms and conditions provided under the Team, Inc. Stock Unit Award Agreement, a copy of which is attached as Exhibit A (“ Award Agreement ”). By continuing to provide services to the Company and/or any of its Affiliates, Participant is deemed to have accepted the terms and conditions of this Notice of Grant, the Award Agreement and the Plan. Any capitalized terms not defined herein are defined in the Plan and/or the Award Agreement.

Except as provided in the Plan or the Award Agreement, the Participant’s right to receive any amounts under this Notice or the Award Agreement shall be forfeited on the date Participant ceased to be employed by the Company and its Affiliates.

EXHIBIT “A”

TEAM, INC.

STOCK UNIT AWARD AGREEMENT

for Stock Units awarded under the

Team, Inc. 2006 Equity Incentive Plan

This Stock Unit Award Agreement (the “ Agreement ”) is entered into between Team, Inc. (the “ Company ”) and each individual (the “ Participant ”) who holds a Notice of Stock Unit Award Certificate (the “ Award Certificate ”), incorporated herein by reference.

1.     Stock Unit Award .

On the Date of Grant specified on the Award Certificate, the Company has awarded to the Participant, a Stock Unit which represents an unfunded, unsecured promise by the Company to deliver common shares of the Company (“ Shares ”) pursuant to the vesting schedule on the Participant’s Award Certificate.

This Stock Unit has been granted under the Team, Inc. 2016 Stock Incentive Plan (as amended and/or restated, the “ Plan ”) and will include and be subject to all provisions of the Plan, which are incorporated herein by reference, and will be subject to the provisions of this Agreement. Capitalized terms used in this Agreement which are not specifically defined will have the meanings defined under the Plan. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.

2.     Terms and Conditions .

(A)     Vesting Date . Subject to the conditions set forth in the Plan and this Agreement, the Stock Units issued to Participant will vest on the Vesting Dates (as defined below) listed in the Award Certificate.

(B)     Settlement of Units . Except as provided in Subsection (C) below, the Company will issue one Share to Participant on the date each Stock Unit is scheduled to become vested under the terms of the Award Certificate (“ Vesting Date ”). As a ministerial matter, the Company shall cause the issuance and delivery of Shares to the Participant as soon as practicable after each designated Vesting Date and in any event within twenty (20) business days after such designated Vesting Date; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent shall have deposited such Shares according to the delivery instructions; and provided further that if any law, regulation or order of the Securities and Exchange Commission (the “ Commission ”) or other body having jurisdiction shall require the Company or the Participant to take any action in connection with the delivery of the Shares, then, subject to the other provisions of this Section, the date on which such delivery shall be deemed to have occurred shall be extended for the period necessary to take and complete such action, it being understood that the Company shall have no obligation to take and complete any such action.

(C)     Accelerated Vesting .

(i)     Death . If Participant dies while actively employed by the Company or an Affiliate, as applicable, all of Participant’s Stock Units will automatically vest and the Company shall immediately thereafter issue one Share to Participant for each of his or her Stock Units.

(ii)     Change of Control . Notwithstanding any other provision of this Agreement, upon a Change of Control of the Company all Stock Units granted the Participant under this Agreement will vest and the Company shall immediately thereafter issue one Share to Participant for each of his or her Stock Units.

(D)     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 Stock Units. A 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.

(E)     Non-Transferability of Stock Unit . This 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 Participant.

(F)     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 Stock Unit grant, including the grant of Stock Units, the vesting of Stock Units, the conversion of the 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 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, Participant authorizes the Company or its Affiliate, as applicable, to withhold all applicable Tax Related Items legally payable by Participant from Participant’s wages or other cash compensation payable to Participant by the Company or its Affiliate, as applicable, or from any equivalent cash payment received upon vesting of the 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 Stock Units to satisfy the withholding or payment on account obligation, and/or (ii) withhold in Shares, provided that the Company and Participant’s actual Employer (defined below) shall withhold only the amount of Shares necessary to satisfy the minimum withholding amount. Participant shall pay to the Company or to the Employer any amount of Tax Related Items that the Company may be required to withhold as a result of the Participant’s receipt of Stock Units,

the vesting of Stock Units, the receipt of a dividend equivalent cash payment, or the conversion of vested Stock Units to Shares that cannot be satisfied by the means previously described. The Company may refuse to deliver Shares to Participant if Participant fails to comply with his or her obligation in connection with the Tax Related Items as described herein. For purposes of this provision, the terms “Employer” means the Company (if the Participant is employed by the Company) or the Affiliate of the Company that employs the Participant.

To the extent that any portion of the Stock Units is treated as includible in Participant’s income prior to the date that shares are delivered to Participant under this Agreement, the Company and the Participant’s Employer, as applicable, are hereby authorized and directed to either (i) require Participant to make payment of such taxes to the Company or Participant’s Employer, as applicable, through delivery of cash or a cashier’s check within five (5) calendar days after the Company or the Participant’s Employer, as applicable, is required to remit such taxes to the Internal Revenue Service, or (ii) withhold from Participant’s regular wages, bonus or other compensation payments the amount of any tax required to be withheld.

For Participants employed at international (non-US) locations:

The Company or Participant’s Employer, as applicable, will assess its requirements regarding tax, social insurance and any other payroll tax (“ Tax Obligations ”) withholding and reporting in connection with the Stock Units or Shares. These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company or Participant’s Employer, in this regard, Participant hereby acknowledges and agrees that the ultimate liability for any and all Tax Obligations is and remains his or her responsibility and liability and that the Company and Participant’s Employer make no representations nor undertakings regarding treatment of any Tax Obligation as a result of the grant or vesting of the Stock Units, and Participant agrees to make arrangements satisfactory to the Company or Participant’s Employer, as applicable, to satisfy all withholding requirements. Employee authorizes the Company or Participant’s Employer, as applicable, to withhold all applicable Tax Obligations legally due from Participant from his or her wages or other cash compensation to be paid him or her by the Company or Participant’s Employer.

(G)     Expiration . The Participant will forfeit all unvested Stock Units upon Termination of Employment for any reason, other than death, a Change of Control, or a Special Vesting Agreement (as defined below).

(H)     Legality of Initial Issuance . No Shares shall be issued upon the vesting of a Stock Unit unless and until the Company has determined that:

(i)      The Company and, if applicable, the Participant have taken any or all actions required to register the Shares pursuant to all applicable securities laws or to perfect an exemption from the registration requirements thereof;

(ii)      Any applicable listing requirement of any stock exchange or other securities market on which Shares are listed has been satisfied; and

(iii)      The Participant has taken actions, satisfactory to the Company, to pay applicable taxes as described in Subsection 2(F).

3.     Return of Share Value .

(A)    By accepting this Award, Participant hereby agrees that if the Company determines that Participant engaged in Conduct Detrimental to the Company (as defined below) during his or her employment with the Company and/or an Affiliate, or during the one-year period following the Participant’s Termination of Employment, Participant shall be required, upon demand, to return to the Company, in the form of a cash payment, the Returnable Share Value (defined below) and all unvested amounts are forfeited. Participant understands and agrees that the repayment of the Returnable Share Value is in addition to and separate from any other relief available to the Company and/or Participant’s Employer, due to Participant’s Conduct Detrimental to the Company, including injunctive relief, attorneys’ fees and damages.

(B)    By accepting this Award, Participant hereby agrees that if the Participant’s Termination of Service with the Company or an Affiliate, as applicable, is designated by the Committee as a Special Vesting Agreement, Participant may be permitted to continue to become vested in the Shares. If that occurs, in addition to the restriction above in Subsection (A) concerning conduct during employment and for one year after Termination of Employment, Participant agrees that he or she will not engage in Conduct Detrimental to the Company during the remaining vesting period as provided in the Award Certificate. If Participant engages in Conduct Detrimental to the Company during the remaining portion of the vesting period, then Participant shall (i) forfeit all of the unvested Shares, and (ii) be required, upon demand, to return to the Company, in the form of a cash payment, the Returnable Share Value paid to date. Participant understands and agrees that the repayment of the Returnable Share Value is in addition to and separate from any other relief available to the Company due to Participant’s Conduct Detrimental to the Company, including injunctive relief, attorneys’ fees and damages.

4.     Definitions .

The following definitions shall apply for purposes of this Agreement:

(A)    “ Conduct Detrimental to the Company ” means:

(i)    Participant engages in Serious Misconduct (whether or not such Serious Misconduct is discovered by the Company prior to the Participant’s Termination of Employment);

(ii)    Participant breaches his or her obligations to the Company, or an Affiliate, with respect to confidential and proprietary information or trade secrets;

(iii)    Participant Competes with the Company or an Affiliate;

(iv)    Participant directly or indirectly, solicits, recruits, advises, attempts to influence or otherwise induce or persuade, directly or indirectly (including encouraging another person to influence, induce or persuade), any customer or vendor of the Company or any of its Affiliates to materially decrease or terminate its relationship with the Company or its Affiliates,

within the geographic area that Participant had direct business responsibility for during the term of his/her employment with the Company or with an Affiliate;

(v)    Participant directly or indirectly, solicits, recruits, advises, attempts to influence or otherwise induce or persuade, directly or indirectly (including encouraging another person to influence, induce or persuade), any person employed by the Company or any of its Affiliates to leave the employ of the Company or any of its Affiliates (except for those actions that are within the scope of Participant’s employment that are taken on behalf of the Company or its Affiliates); or

(vi)    Participant seeks to have any of the obligations listed above in (i)-(v) found unenforceable or invalid for any reason.

Participant acknowledges that the Conduct Detrimental to the Company is worthy of protection by these promises due to the nature of the harm that would be caused by such actions because Participant acknowledges that the Company and, if applicable, its Affiliate, has promised and the Participant has been entrusted with access to significant confidential or trade secret or propriety information of the Company or its Affiliates, as well as access to relationships and information regarding the Company’s or its Affiliates’ customers, vendors, and employees.

(B)    “ Compete .” For purposes of this provision, Participant shall be deemed to “compete” with the Company if he or she, directly or indirectly:

(i)    Is a principal, owner, officer, director, shareholder or other equity owner (other than a holder of less than 5% of the outstanding shares or other equity interests of a publicly traded company) of a Direct Competitor (as defined below);

(ii)     Is a partner or joint venture in any business or other enterprise or undertaking with a Direct Competitor; or

(iii)    Serves or performs work (including consulting or advisory services) for a Direct Competitor, that is similar in a material way to the work that Participant performed for the Company or any of its Affiliates, in the twelve months preceding the Participant’s Termination of Employment, or that involves the use of the Company’s or any of its Affiliates’, confidential, trade secret or proprietary information.

(C)    “ Direct Competitor ” means any entity, or other business concern that within the geographic area that Participant had direct business responsibility for during the term of his employment with the Company or its Affiliates, offers or plans to offer products or services that are materially competitive with any of the products or services being manufactured, offered or marketed, or that are actively developed, by the Company or any of its Affiliates, as of the date Participant’s Service ends.

(D)    “ Special Vesting Agreement ” means an agreement in which the Compensation Committee, in its sole discretion, elects to permit some or all of the Participant’s Stock Units to continue vesting following the Participant’s Termination of Employment with the Company or with an Affiliate, as applicable, in exchange for Participant’s strict compliance with

designated post-termination conditions, as determined by the Committee pursuant to a written agreement executed at the time the Participant’s Termination of Employment occurs.

(E)    “ Returnable Share Value ” means a cash amount equal to the gross value of the Shares that were issued to Participant in the one-year period prior to the Company’s determination that Participant engaged in Conduct Detrimental to the Company pursuant to this Agreement, determined as of the date such Shares were issued to Participant and using the Fair Market Value (as defined in the Plan) of the Company’s common stock on that date. For purposes of clarity, if a Participant’s shares have an extended vesting period due to a Special Vesting Agreement, then the Returnable Share Value amount shall include all shares that became vested during the one-year period ending on the date the Participant first engaged in an action that is treated as Conduct Detrimental to the Company.

(F)    “ Serious Misconduct ” shall mean embezzlement or misappropriation of Company, or Affiliate, funds or other Company, or Affiliate, assets, including confidential or trade secret information, commission of an illegal act or the willful failure to comply with the policies and procedures of the Company, or an Affiliate, as determined by the Committee, in its sole discretion.

(G)    “ Service ” shall mean the period during which a Participant is considered to be an employee of the Company or of an Affiliate, and shall not include any notice period.

5.     Additional Provisions

(A)     Notices . The Company may deliver any notice required by the terms of this Agreement in writing or by electronic means. Any such notice that is given in writing shall be deemed effective upon personal delivery or upon deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid. The notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.

(B)     Entire Agreement . This Agreement, the Award Certificate and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof; provided, however, that the provisions of the Plan shall continue to apply, and further provided that in case of inconsistencies or ambiguities, the provisions of the Plan shall prevail over the provisions of this Agreement or the Award Certificate. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(C)     Governing Law . This Agreement and the Plan shall be governed by, and construed in accordance with, the laws of the State of Texas, United States of America. The venue for any and all disputes arising out of or in connection with this Agreement shall be Harris County, Texas, United States of America, and the courts sitting exclusively in Harris County, Texas, United States of America shall have exclusive jurisdiction to adjudicate such disputes. Each party hereby expressly consents to the exercise of jurisdiction by such courts and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to such laying of venue (including the defense of inconvenient forum).

(D)     Administration . Any determination by the Company and its counsel in connection with any question or issue arising under this Agreement, the Award Certificate, or the Plan shall be conclusive and binding on the Participant and all other persons, having an interest hereunder.

(E)     Successors and Assigns . The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and to the Participant, the Participant’s executors, administrators, heirs, successors, representatives and assignees.

(F)     Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to the Stock Unit granted under and participation in the Plan or future Stock Units that may be granted under the Plan by electronic means or to request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan and sign the Agreement through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

(G)     Code Section 409A . This Agreement is intended to comply with the provisions of Code Section 409A and this Agreement and the Plan shall, to the extent practicable, be construed in accordance therewith. To the extent there is any ambiguity in this Agreement as to its compliance with Section 409A, this Agreement shall be read to conform with the requirements of Section 409A, and the Company may at its sole discretion amend or replace this Agreement to cause this Agreement to comply with Section 409A. Neither the Company nor Participant shall have the right to accelerate or defer the delivery of any amount payable under this Agreement except to the extent specifically permitted or required by Code Section 409A. Terms defined in this Agreement and the Plan shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to Participant or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

(H)     Employment Relationship . For purposes of this Agreement, Participant shall be considered to be in the employment of the Company as long as Participant remains an employee of either the Company or an Affiliate. Nothing in the adoption of the Plan or the award of the Stock Units thereunder pursuant to this Agreement shall confer upon Participant the right to continued employment by the Company or affect in any way the right of the Company to terminate such employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, Participant’s employment by the Company shall be on an at-will basis, and the employment relationship may be terminated at any time by either Participant or the Company for any reason whatsoever, with or without cause. Any question as to whether and when there has been a Termination of Employment, and the cause of such termination, shall be determined by the Committee, and its determination shall be final.