TEAM, Inc. (NYSE:TISI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 3, 2018, Team, Inc. (the “Company”) announced that Arthur F. Victorson, President of Inspection and Heat Treating, will retire from the Company on September 30, 2018. In connection with his retirement, Mr. Victorson intends to transition from his current role, effective July 15, 2018, and will serve as Special Advisor to Amerino Gatti, the Company’s Chief Executive Officer, to ensure a seamless transition until his retirement. The Company intends to name a successor to Mr. Victorson in the near future. Mr. Victorson’s retirement is not the result of any issue, concern or disagreement with the Company’s accounting, financial reporting or internal control over financial reporting. A copy of the press release announcing Mr. Victorson’s retirement is attached as Exhibit 99.1 and is incorporated herein by reference.
In connection with Mr. Victorson’s retirement and transition role, the Compensation Committee of the Board of Directors of the Company has approved a Transition, Severance, and Release Agreement (the “Severance Agreement”), which the Company and Mr. Victorson entered into on July 2, 2018. The Severance Agreement provides for Mr. Victorson’s continued employment as an at-will employee of the Company in the role of Special Advisor to the Chief Executive Officer until Mr. Victorson’s last day of employment on September 30, 2018. The Company will pay Mr. Victorson his current base salary until his last day of employment and for a period of fifteen months thereafter. In addition, the Company will pay Mr. Victorson a single sum payment in the amount of $15,500.00 on the 60th day following his last day of employment. The Severance Agreement also provides that, subject to Compensation Committee approval, Mr. Victorson’s unvested time-based restricted stock units previously awarded to him to the Company’s incentive plans will vest following Mr. Victorson’s last day of employment. The shares associated with Mr. Victorson’s RSU Agreements (as defined in the Severance Agreement) will be delivered in accordance with the schedule set forth in the Severance Agreement, subject to certain terms and conditions.
In addition, the Severance Agreement contains a customary release of claims in favor of the Company and an agreement by Mr. Victorson not to compete with the Company or solicit any of its employees or customers for a period of two years following his last day of employment. The foregoing description of the Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
TEAM INC ExhibitEX-10.1 2 ex101separationagreementju.htm EXHIBIT 10.1 Exhibit Exhibit 10.1TRANSITION,…To view the full exhibit click here
About TEAM, Inc. (NYSE:TISI)
Team, Inc. is a provider of specialty industrial services, including inspection and assessment, required in maintaining high temperature and high pressure piping systems and vessels. The Company conducts its operations through three segments: Inspection and Heat Treating Services (IHT) Group, Mechanical Services (MS) Group and Quest Integrity (Quest Integrity) Group. The IHT Group offers inspection services and heat treating services. The MS Group offers both on-stream services and turnaround/project related services, such as leak repair services, fugitive emissions control services, hot tapping services, field machining services and technical bolting services, valve repair services, heat exchanger and maintenance services, isolation and test plug services, valve insertion services and project services. The Quest Integrity Group offers integrity management solutions to the energy industry in the form of quantitative inspection and engineering assessment services and products.