Attached files
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| 8-K - TECHTEAM GLOBAL INC | v170103_8k.htm |
Exhibit
10.1
Execution
Version
[Company
Letterhead]
EMPLOYMENT
AGREEMENT AMENDMENT
December
29, 2009
Gary J.
Cotshott
3012
Sparkling Brook Lane
Austin,
TX 78746
Dear
Gary,
This
letter agreement (the “Amendment”) shall
supplement and amend the Employment and Noncompetition Agreement (the “Employment
Agreement”), dated as of February 11, 2008 and amended on December 28,
2008, between you and TechTeam Global, Inc. (the “Company”). All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Employment Agreement. Except as modified by this
Amendment, the Employment Agreement shall remain in full force and effect;
provided, that in the event that any provision in this Amendment conflicts with
the Employment Agreement or any other agreement, policy, plan or arrangement
between the you and the Company or otherwise maintained or sponsored by the
Company or its subsidiaries, the terms of this Amendment shall
govern. This Amendment shall be effective as of the 29th day of
December, 2009 (the “Amendment Effective
Date”).
You agree
and acknowledge that notwithstanding any other provision of the Employment
Agreement to the contrary, the Employment Agreement is hereby modified by the
following terms and provisions:
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1.
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You
acknowledge and agree that you hereby waive all rights to receive the
Annual Grant Options described in Section 2(b)(ii)(b) of your Employment
Agreement with respect to 2009.
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2.
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Promptly
following the Amendment Effective Date, the Company agrees to grant to you
Twenty Five Thousand (25,000) shares of restricted common stock of the
Company (the “Restricted
Stock”). The Restricted Stock shall be granted under the
TechTeam Global, Inc. 2006 Incentive Stock and Awards Plan (as such plan
may be amended from time to time, the “Equity
Plan”). The terms and conditions of the Restricted Stock
shall be set forth in the restricted stock award agreement attached hereto
as Exhibit A (the “Restricted Stock
Award”), which is incorporated herein by reference. The
Restricted Stock shall be subject to the terms of the Equity Plan, the
Restricted Stock Award and such other restrictions and limitations
generally applicable to equity held by Company executives or otherwise
required by law. Without limiting the generality of the
foregoing, the terms relating to the effect of a termination of your
employment on the Restricted Stock shall be governed by the Restricted
Stock Award and not by the Employment
Agreement.
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Execution
Version
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3.
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On
January 4, 2010, the Company shall grant to you Twenty Five Thousand
(25,000) shares of restricted common stock of the Company (the “2010 Restricted
Stock”), subject to your remaining continuously employed by the
Company through such grant date. The 2010 Restricted Stock
shall be granted under the Equity Plan. The 2010 Restricted
Stock shall vest in equal installments on each of the first four
anniversaries of its date of grant, subject to your remaining continuously
employed by the Company on each such date. The 2010 Restricted
Stock shall be subject to the terms of the Equity Plan, the award
agreement evidencing such restricted stock substantially in the form
attached hereto as Exhibit B, and such other restrictions and limitations
generally applicable to equity held by Company executives or otherwise
required by law. Without limiting the generality of the
foregoing, the terms relating to the effect of a termination of your
employment on the 2010 Restricted Stock shall be governed by the award
agreement evidencing such award and not by the Employment
Agreement.
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4.
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On
January 3, 2011, the Company shall grant to you Ten Thousand (10,000)
shares of restricted common stock of the Company (the “2011 Restricted
Stock”), subject to your remaining continuously employed by the
Company through such grant date. The 2011 Restricted Stock
shall be granted under the Equity Plan or such other equity incentive plan
that may be adopted by the Company. The 2011 Restricted Stock
shall vest in equal installments on each of the first four anniversaries
of its date of grant, subject to your remaining continuously employed by
the Company on each such date. The 2011 Restricted Stock shall
be subject to the terms of the Equity Plan (or such other equity incentive
plan that may be adopted by the Company), the award agreement evidencing
such restricted stock substantially in the form attached hereto as Exhibit
B and otherwise in conformance with the Equity Plan (or such other equity
incentive plan that may be adopted by the Company), and such other
restrictions and limitations generally applicable to equity held by
Company executives or otherwise required by law. Without
limiting the generality of the foregoing, the terms relating to the effect
of a termination of your employment on the 2011 Restricted Stock shall be
governed by the award agreement evidencing such award and not by the
Employment Agreement.
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5.
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Within
seven (7) days of the Amendment Effective Date, the Company shall
reimburse you in the amount of Forty Thousand ($40,000) (the “Reimbursed
Fees”) for your reasonable legal or other fees incurred in respect of the
negotiation, preparation and documentation of your employment arrangements
with the Company (the “Services”). You acknowledge that (a)
other than the Reimbursed Fees, the Company is not obligated to reimburse
you for any additional fees incurred in respect of Services provided
through the Amendment Effective Date; and (b) no further amounts are
authorized to be, or shall be, reimbursed to you in respect of any future
Services or other negotiations of any matters relating to your employment
with the Company, your compensation or the Employment Agreement without
the prior written consent of the Compensation Committee of the Board of
Directors. All reimbursements are subject to the presentation
of appropriate documentation and substantiation of
expenses. You agree to submit (or, in the case of the
Reimbursed Fees have already submitted as of the Amendment Effective Date)
such documentation and substantiation to the Company within thirty (30)
days after the date the expense or other amount is incurred by you and the
Company agrees to reimburse any amounts that are entitled to be reimbursed
hereunder within sixty (60) days of the date you so submit such
documentation and substantiation of expenses. Any
reimbursements under the Employment Agreement that would constitute
nonqualified deferred compensation subject to Section 409A of the Code
shall be subject to the following additional rules: (i) no reimbursement
of any such expense shall affect your right to reimbursement of any such
expense in any other taxable year; (ii) reimbursement of the expense shall
be made, if at all, promptly, but not later than the end of the calendar
year following the calendar year in which the expense was incurred; and
(iii) the right to reimbursement shall not be subject to liquidation or
exchange for any other benefit.
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Execution Version
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6.
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(a) In
exchange for the benefits provided to you under this Amendment, to which
you would not otherwise be entitled and which are contingent on your
acceptance of this Amendment (including this release of claims), on your
behalf and that of all of your heirs, executors, administrators,
beneficiaries, representatives and assigns, and all others connected with
or claiming through you, you hereby release, waive, and forever discharge
the Company and its respective subsidiaries and other affiliates and all
of their respective past, present and future officers, directors,
trustees, shareholders, employees, agents, general and limited partners,
members, managers, joint venturers, representatives, successors and
assigns, and all others connected with any of them, both individually and
in their official capacities, from any and all causes of action, rights or
claims of any type or description, damages, attorney fees, or any other
liabilities or claims of any nature whatsoever, whether in law or in
equity, known or unknown, that you have had in the past, now have or may
have, or may have had against the Company through the date you execute
this Amendment, including, without limitation, any and all causes of
action, rights or claims in any way resulting from, arising out of or
connected with your employment by the Company or any of its subsidiaries
or other affiliates, including, without limitation, any equity awards or
other compensation or benefits (except, with respect to equity awards, to
the extent specifically provided for in Section 2(b)(ii) Employment
Agreement, other than to the extent waived by you above in Section 1 of
this Amendment and specifically provided in this Amendment, and except,
with respect to other compensation and benefits, other than to the extent
specifically provided for in the Employment Agreement or this Amendment),
your position as a member of the Board of Directors or as the prior
Chairman of the Board and any matter related to the composition of the
Board, as changed from time to time. This waiver, release, and
discharge constitute a general release, extinguishing any claims, and
precluding any litigation by you against the Company based on anything
that occurred on or before the date you execute this Amendment, and it is
effective to the fullest extent permitted by law. This means
that you give up, to the fullest extent permitted by law, any right to
file any lawsuit or any complaint with any government agency or court of
law against the Company arising through date you execute this Amendment
under any local, state or federal statute, ordinance or regulation or for
any claim in equity or law, or under the common law. You are
not waiving and releasing your rights to enforce the terms of this
Amendment or any claims that, as a matter of law, cannot be released and
waived, including any fully vested benefits. Anything herein to
the contrary, you are not releasing, (i) your rights, if any, to
indemnification in accordance with applicable laws and the terms of the
Company’s Bylaws or other indemnification agreements entered into between
you and the Company, in all cases, as in effect from time to time, or (ii)
your rights to be covered under the Company’s Directors, Officers and
Liability insurance policies as in effect from time to time in accordance
with the terms of such policies.
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Execution Version
(b) The
Company, on behalf of itself and its subsidiaries and affiliates, hereby
releases and forever discharges you from any and all causes of action, rights or
claims of any type or description, known or unknown, which the Company or its
subsidiaries or affiliates has had in the past, now has or might have, through
the date of the Company’s execution of this Amendment; provided, however, that
nothing herein shall release you from any claim related to fraudulent or
criminal conduct, any violation of applicable law, any breach of Section 4 of
your Employment Agreement or any breach of your fiduciary duties.
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7.
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This
Amendment constitutes the entire agreement between the parties and
supersedes and terminates all prior communications, agreements and
understandings, written or oral, with respect to the subject matter of
this Amendment.
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8.
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This
Amendment shall be governed by and construed in accordance with the laws
of Michigan, without reference to the principles of conflict of
laws.
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Sincerely,
TechTeam Global, Inc.
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/s/ Michael A. Sosin | |
| Michael A. Sosin | |||
| Vice President, General Counsel and Secretary | |||
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ACCEPTED
AND AGREED:
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/s/
Gary J. Cotshott
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Gary
J. Cotshott
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Date: December
29, 2009
Execution Version
EXHIBIT
A
TECHTEAM
GLOBAL, INC.
2006
INCENTIVE STOCK AND AWARDS PLAN
RESTRICTED
STOCK AWARD
Dear: Mr.
Cotshott:
TechTeam
Global, Inc. (the “Company”) has granted you an award (this “Award”) of shares
(“Restricted Shares”) of common stock, $.01 par value, of the Company
constituting Restricted Stock under the TechTeam Global, Inc. 2006 Incentive
Stock and Awards Plan (the “Plan”) pursuant to this Award agreement (the
“Agreement”) and with the terms and conditions set forth below. The grant date
(“Grant Date”) and number of Shares of Restricted Stock are set forth
below:
Grant
Date: December
29, 2009
Number of
Restricted
Shares 25,000
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Vesting
Schedule:
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Your
Restricted Shares will vest in four (4) equal installments on each of the
first four (4) anniversaries of the Grant Date provided you are employed
by the Company or an Affiliate continuously through the applicable vesting
date. At such time as a Restricted Share vests hereunder such
Share shall no longer be Restricted Stock or a Restricted Share for
purposes of this Agreement.
Notwithstanding
the foregoing, if your employment terminates prior to the date your
Restricted Shares are vested as a result of your death or Disability (as
such term is defined your Employment and Noncompetition Agreement with the
Company dated February 11, 2008, as amended on each of December 28, 2008
and December 29, 2009 (as amended, the “Employment Agreement”)), your
Restricted Shares will become fully vested on the date of such
termination. Further, if your employment terminates prior to
the date your Restricted Shares are vested as a result of a termination of
employment by the Company without Cause (as such term is defined in the
Employment Agreement) or by you for Good Reason (as such term is defined
in the Employment Agreement), in each case, after December 29, 2010, an
additional installment of your Restricted Shares (i.e., 6,250 Restricted
Shares) will become fully vested on the date of such
termination. Upon any other termination of your employment
prior to the date on which all of the Restricted Shares are vested, you
will forfeit the Restricted Shares.
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Escrow
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Your
Restricted Shares will be held in escrow by the Company, as escrow agent,
until they are vested. The Company will give you a receipt for
the Shares held in escrow that will state that the Company holds such
Shares in escrow for your account, subject to the terms of this Award, and
you will give the Company a stock power for such Shares, endorsed in
blank, which will be used in the event such Shares are forfeited in whole
or in part. As soon as practicable after the vesting date, the
Restricted Shares will cease to be held in escrow, and, based upon your
instructions, either (a) certificate(s) for such number of Shares will be
delivered to you or, in the case of your death, to your estate, or (b) the
shares will be wired to your brokerage account.
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Execution Version
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Transferability
of
Restricted
Shares:
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You
may not sell, transfer or otherwise alienate or hypothecate any of your
Restricted Shares. In addition, by accepting this Award, you agree not to
sell any Shares acquired under this Award at a time when applicable laws,
Company policies (including, without limitation, the Company’s Insider
Trading Policy) or an agreement between the Company and its underwriters
prohibit a sale.
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Voting
and Dividends:
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You
may exercise full voting rights and will receive all dividends and other
distributions paid with respect to the Restricted Shares, in each case so
long as the applicable record date occurs before you forfeit such Shares.
If, however, any such dividends or distributions are paid in Shares, such
Shares will be subject to the same risk of forfeiture, restrictions on
transferability and other terms of this Award as are the Restricted Shares
with respect to which they were paid.
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Transferability
of Award:
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You
may not transfer or assign this Award for any reason, other than under
your will or as required by intestate laws. Any attempted
transfer or assignment will be null and void.
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Tax
Withholding:
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To
the extent that the receipt of the Restricted Shares or dividends or the
vesting of the Restricted Shares results in income to you for federal,
state or local income tax purposes, you shall deliver to the Company at
the time the Company is obligated to withhold taxes in connection with
such receipt or vesting, as the case may be, such amount as the Company
requires to meet its withholding obligation under applicable tax laws or
regulations, and if you fail to do so, the Company has the right and
authority to deduct or withhold from other compensation payable to you an
amount sufficient to satisfy its withholding obligations. If
you do not make an election under Section 83(b) of the Internal Revenue
Code of 1986, as amended, in connection with this Award, you may satisfy
the withholding requirement upon vesting of the Restricted Shares, in
whole or in part, by electing to have the Company withhold for its own
account that number of Restricted Shares otherwise deliverable to you from
escrow hereunder on the date the tax is to be determined, having an
aggregate Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax that the Company must withhold in
connection with the vesting of such Shares. Your election must
be irrevocable, in writing, and submitted to the Secretary of the Company
before the applicable vesting date. The Fair Market Value of
any fractional Share not used to satisfy the withholding obligation (as
determined on the date the tax is determined) will be paid to you in
cash.
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Interpretation
of Award:
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As
a condition of the granting of this Award, you agree, for yourself and
your legal representatives or guardians, that this Award shall be
interpreted by the Administrator and that any interpretation by the
Administrator of the terms of this Award and any determination made by the
Administrator pursuant to this Award shall be final, binding and
conclusive.
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Execution
Version
This
Award is granted under and governed by the terms and conditions of the Plan and
in the event of a conflict between the terms of this Award and the terms of the
Plan the terms of the Plan shall control. Additional provisions
regarding this Award and definitions of capitalized terms used and not defined
in this Award can be found in the Plan.
BY
ACCEPTING THIS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED
HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND
THE PROSPECTUS DESCRIBING THE PLAN.
TECHTEAM
GLOBAL, INC.
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Michael
A. Sosin
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Gary
J. Cotshott
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Corporate
Vice President, General
Counsel and Secretary
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3012
Sparkling Brook Lane
Austin, TX 78746 |
Execution Version
EXHIBIT
B
TECHTEAM
GLOBAL, INC.
2006
INCENTIVE STOCK AND AWARDS PLAN
RESTRICTED
STOCK AWARD
Dear: Mr.
Cotshott:
TechTeam
Global, Inc. (the “Company”) has granted you an award (this “Award”) of shares
(“Restricted Shares”) of common stock, $.01 par value, of the Company
constituting Restricted Stock under the TechTeam Global, Inc. 2006 Incentive
Stock and Awards Plan (the “Plan”) pursuant to this Award agreement (the
“Agreement”) and with the terms and conditions set forth below. The grant date
(“Grant Date”) and number of Shares of Restricted Stock are set forth
below:
Grant
Date: [●]
Number of
Restricted
Shares [●]
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Vesting
Schedule:
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Your
Restricted Shares will vest in four (4) equal installments on each of the
first four (4) anniversaries of the Grant Date provided you are employed
by the Company or an Affiliate continuously through the applicable vesting
date. At such time as a Restricted Share vests hereunder such
Share shall no longer be Restricted Stock or a Restricted Share for
purposes of this Agreement.
Notwithstanding
the foregoing, if your employment terminates prior to the date your
Restricted Shares are vested as a result of your death or Disability (as
such term is defined your Employment and Noncompetition Agreement with the
Company dated February 11, 2008, as amended on each of December 28, 2008
and December 29, 2009 (as amended, the “Employment Agreement”)), your
Restricted Shares will become fully vested on the date of such
termination. Further, if your employment terminates prior to
the date your Restricted Shares are vested as a result of a termination of
employment by the Company without Cause (as such term is defined in the
Employment Agreement) or by you for Good Reason (as such term is defined
in the Employment Agreement), in each case, after [date which is one-year
anniversary of grant date], an additional installment of your
Restricted Shares (i.e., 6,250 Restricted Shares) will become fully vested
on the date of such termination. Upon any other termination of
your employment prior to the date on which all of the Restricted Shares
are vested, you will forfeit the Restricted Shares.
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Escrow
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Your
Restricted Shares will be held in escrow by the Company, as escrow agent,
until they are vested. The Company will give you a receipt for
the Shares held in escrow that will state that the Company holds such
Shares in escrow for your account, subject to the terms of this Award, and
you will give the Company a stock power for such Shares, endorsed in
blank, which will be used in the event such Shares are forfeited in whole
or in part. As soon as practicable after the vesting date, the
Restricted Shares will cease to be held in escrow, and, based upon your
instructions, either (a) certificate(s) for such number of Shares will be
delivered to you or, in the case of your death, to your estate, or (b) the
shares will be wired to your brokerage account.
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Execution Version
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Transferability
of
Restricted
Shares:
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You
may not sell, transfer or otherwise alienate or hypothecate any of your
Restricted Shares. In addition, by accepting this Award, you agree not to
sell any Shares acquired under this Award at a time when applicable laws,
Company policies (including, without limitation, the Company’s Insider
Trading Policy) or an agreement between the Company and its underwriters
prohibit a sale.
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Voting
and Dividends:
|
You
may exercise full voting rights and will receive all dividends and other
distributions paid with respect to the Restricted Shares, in each case so
long as the applicable record date occurs before you forfeit such Shares.
If, however, any such dividends or distributions are paid in Shares, such
Shares will be subject to the same risk of forfeiture, restrictions on
transferability and other terms of this Award as are the Restricted Shares
with respect to which they were paid.
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Transferability
of Award:
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You
may not transfer or assign this Award for any reason, other than under
your will or as required by intestate laws. Any attempted
transfer or assignment will be null and void.
|
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Tax
Withholding:
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To
the extent that the receipt of the Restricted Shares or dividends or the
vesting of the Restricted Shares results in income to you for federal,
state or local income tax purposes, you shall deliver to the Company at
the time the Company is obligated to withhold taxes in connection with
such receipt or vesting, as the case may be, such amount as the Company
requires to meet its withholding obligation under applicable tax laws or
regulations, and if you fail to do so, the Company has the right and
authority to deduct or withhold from other compensation payable to you an
amount sufficient to satisfy its withholding obligations. If
you do not make an election under Section 83(b) of the Internal Revenue
Code of 1986, as amended, in connection with this Award, you may satisfy
the withholding requirement upon vesting of the Restricted Shares, in
whole or in part, by electing to have the Company withhold for its own
account that number of Restricted Shares otherwise deliverable to you from
escrow hereunder on the date the tax is to be determined, having an
aggregate Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax that the Company must withhold in
connection with the vesting of such Shares. Your election must
be irrevocable, in writing, and submitted to the Secretary of the Company
before the applicable vesting date. The Fair Market Value of
any fractional Share not used to satisfy the withholding obligation (as
determined on the date the tax is determined) will be paid to you in
cash.
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Interpretation
of Award:
|
As
a condition of the granting of this Award, you agree, for yourself and
your legal representatives or guardians, that this Award shall be
interpreted by the Administrator and that any interpretation by the
Administrator of the terms of this Award and any determination made by the
Administrator pursuant to this Award shall be final, binding and
conclusive.
|
Execution
Version
This
Award is granted under and governed by the terms and conditions of the Plan and
in the event of a conflict between the terms of this Award and the terms of the
Plan the terms of the Plan shall control. Additional provisions
regarding this Award and definitions of capitalized terms used and not defined
in this Award can be found in the Plan.
BY
ACCEPTING THIS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED
HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND
THE PROSPECTUS DESCRIBING THE PLAN.
TECHTEAM
GLOBAL, INC.
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Michael
A. Sosin
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Gary
J. Cotshott
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Corporate
Vice President, General
Counsel and Secretary
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3012
Sparkling Brook Lane
Austin, TX 78746 |