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Exhibit 4.6




TECHTEAM GLOBAL, INC.

2006 INCENTIVE STOCK AND AWARDS PLAN

RESTRICTED STOCK AWARD



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”), with the terms
and conditions set forth below. The grant date (“Grant Date”) and number of shares of Restricted
Stock are set forth on the Grant Acceptance Web Dialogue page in the Transcentive software
platform:




	 	 	 
	Vesting Schedule:

	 	Your Restricted Shares will vest in four (4)
equal increments on 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.
	 
	 	 
	 

	 	If your employment terminates prior to the date
your Restricted Shares are vested as a result of
death or Disability, your Restricted Shares will
become fully vested on such date of termination.
	 
	 	 
	 

	 	Upon any other termination of employment prior
to the date on which all of the Restricted
Shares are vested, you will forfeit the unvested
Restricted Shares.
	 
	 	 
	Escrow

	 	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
	 
	 	 
	Transferability of
Restricted Shares:

	 	You may not sell, transfer or otherwise alienate
or hypothecate any of your Restricted Shares
until they are vested. 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:

	 	While the Restricted Shares are subject to
forfeiture, 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.
	 
	 	 
	Transferability of Award:

	 	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.
	 
	 	 
	Tax Withholding:

	 	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.
	 
	 	 
	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.






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This Award is granted under and governed by the terms and conditions of the Plan. 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.




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