exv10w30



 





Exhibit 10.30




TECHTEAM GLOBAL, INC.

NON-EMPLOYEE DIRECTORS EQUITY FEE GUIDELINES

UNDER 2006 INCENTIVE STOCK AND AWARDS PLAN




1.     Establishment. TechTeam Global, Inc. (the “Company”) hereby establishes these Guidelines
for equity awards to be granted as additional fees to the members of its Board of Directors who are
not officers or employees of the Company or any of its subsidiaries (“Non-Employee Directors”).
All awards described in these Guidelines will be granted under the Company’s 2006 Incentive Stock
and Awards Plan (the “2006 Plan”).



2.     Effective Date and Administration. The effective date of these Guidelines is January 1,
2007. These Guidelines shall be administered by the Board pursuant to the 2006 Plan.



3.     One-Time Grants. Each Non-Employee Director on May 31, 2007 (other than any Non-Employee
Director first elected or appointed between March 8, 2007 and May 31, 2007) shall be granted a
one-time grant of restricted stock and stock options for a number of shares of Common Stock
determined based on the director’s responsibilities on May 31, 2007 as follows:



	 	 	 	 	 	 	 	 	 
	Board of Directors	 	Restricted Stock	 	Options
	All Board Members
	 	 	10,000	 	 	 	15,000	 
	Board Chairman
	 	 	8,000	 	 	 	12,000	 
	Committee Chairman
	 	 	4,000	 	 	 	6,000	 
	Committee Members
	 	 	2,000	 	 	 	3,000	 






The restricted stock granted to each Board member vests ratably over four (4) years and shall be
subject to the terms and conditions of the Restricted Stock Award Agreement attached hereto as
Exhibit A.



The options shall be granted to each director in three separate grants as follows: (a) one-half of
the options shall vest ratably, on a monthly basis, over three (3) years; (b) one-third of the
options will vest ratably, on a monthly basis, over two (2) years; and (c) the remaining one-sixth
of the options shall vest monthly over the one year. The options shall be subject to the terms and
conditions of the Stock Option Award Agreement attached hereto as Exhibit B, C and D
respectively,



4.     Annual Grants of Stock Options. Thereafter, on May 31 of each year (“Annual Grant
Date”), a Non-Employee Director shall be granted a stock option for such number of shares of Common
Stock based on the individuals’ responsibilities on that date determined as follows:



	 	 	 	 	 
	Board of Directors	 	Options
	All Board Members
	 	 	10,000	 
	Board Chairman
	 	 	8,000	 
	Committee Chairman
	 	 	4,000	 
	Committee Members
	 	 	2,000	 






These options will vest ratably, on a monthly basis, over four (4) years. Such options shall be
subject to the terms and conditions of the Stock Option Award Agreement attached hereto as
Exhibit E.



 









 





5.     No Right to Grants. A Non-Employee Director whose service as a director is terminated
for any reason prior to or after the Annual Grant Date in any year shall not be entitled to a
pro-rated grant of stock options for such period either before or after the Annual Grant Date. A
Non-Employee Director who is appointed as the Chair of the Board, the chair of a committee, or a
committee member prior to or after the Annual Grant Date shall not be entitled to a pro-rated grant
of stock options for such period either before or after the Annual Grant Date.



6.     Exercise Price. The exercise price of any stock option granted pursuant to
these Guidelines shall equal the Fair Market Value of a share on the applicable grant date.



7.     Termination and Amendment. The Board may at any time terminate these Guidelines and may
amend these Guidelines, not more often than once in any six month period, as it shall deem
advisable including (without limiting the generality of the foregoing) any amendments deemed by the
Board to be necessary or advisable to assure conformity of the Guidelines with any requirements of
state and federal laws or regulations now or hereafter in effect; provided, however, that the Board
may not, without approval by the shareholders of the Company make any modifications which, under
Rule 16b-3 or the rules of the principal securities exchange on the which the Company’s Common
Stock is then listed, require such approval.



8.     Adjustment. The provisions of Section 14 of the 2006 Plan are incorporated herein by
reference and shall apply to these Guidelines as if these Guidelines were a part of the 2006 Plan.



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EXHIBIT A

RESTRICTED STOCK AGREEMENT




TECHTEAM GLOBAL, INC.

2006 INCENTIVE STOCK AND AWARDS PLAN

DIRECTOR RESTRICTED STOCK AWARD




[Name]

[Address]




Dear                                                             :




You have been granted a Restricted Stock award for shares of common stock of Techteam Global, Inc.
(the “Company”) under the Techteam Global, Inc. 2006 Incentive Stock and Awards Plan (the “Plan”)
with the following terms and conditions:



	 	 	 
	Grant Date:

	 	May 31, 2007
	 
	 	 
	Number of Restricted
Shares:

	 	                     Shares
	 
	 	 
	Vesting Schedule:

	 	Twenty-five percent (25%) of your Restricted Shares
will vest on each of the first four anniversaries of
the Grant Date. Upon your termination of service as
a director of the Board, you will forfeit any
unvested Restricted Shares.
	 
	 	 
	[Issuance of
Certificates][Escrow]:

	 	The Company will issue certificate(s) evidencing your
Restricted Shares in your name as soon as practicable
following your execution of this Award. In addition
to any other legends placed on the certificate(s),
such certificate(s) will bear the following legend:
	 
	 	 
	 

	 	“The sale or other transfer of the Shares represented
by this certificate, whether voluntary or by
operation of law, is subject to restrictions set
forth in a Restricted Stock Award agreement, dated as
of                                         , by and between Techteam
Global, Inc. and the registered owner hereof. A copy
of such agreement may be obtained from the Secretary
of Techteam Global, Inc.”
	 
	 	 
	 

	 	Upon the vesting of the Restricted Shares, you will
be entitled to a new certificate for the Shares,
without the foregoing legend, upon making a request
for such certificate to the Secretary of the Company.
	 
	 	 
	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






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	 	Insider Trading Policy) or an agreement between the
Company and its underwriters prohibit a sale.
	 
	 	 
	Voting and Dividends:

	 	While the Restricted Shares are subject to
forfeiture, you may exercise full voting rights and
will receive all dividends 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.
	 
	 	 
	Miscellaneous:

	 	•     As a condition of the granting of this Award,
you agree, for yourself and your legal
representatives or guardians, that this Agreement
shall be interpreted by the Committee and that any
interpretation by the Committee of the terms of this
Agreement or the Plan and any determination made by
the Committee pursuant to this Agreement shall be
final, binding and conclusive.

	 
	 	 
	 

	 	•     This Agreement may be executed in counterparts.







This Restricted Stock Award is granted under and governed by the terms and conditions of the Plan.
Additional provisions regarding your Award and definitions of capitalized terms used and not
defined in this Award can be found in the Plan.



BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED STOCK AWARD, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED HEREIN AND IN THE PLAN.



	 	 	 
	 

	 	 
	 

	 	 
	Authorized Officer

	 	Recipient






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EXHIBIT B




TECHTEAM GLOBAL, INC.

2006 INCENTIVE STOCK AND AWARDS PLAN

DIRECTOR STOCK OPTION AWARD AGREEMENT




[Name]

[Address]

[Telephone]: (     )      -                    




Dear                                                             :




You have been granted an option (the “Option”) to purchase shares of common stock, $.01 par value
per share (“Shares”), of TechTeam Global, Inc. (the “Company”) under the TechTeam Global, Inc. 2006
Incentive Stock and Awards Plan (the “Plan”) with the following terms and conditions:



	 	 	 
	Grant Date:

	 	May 31, 2007
	 
	 	 
	Type of Option:

	 	Non-Qualified Stock Option
	 
	 	 
	Number of Option Shares:

	 	                    
	 
	 	 
	Exercise Price per Share:

	 	U.S. $                    
	 
	 	 
	Expiration Date:

	 	Close of business at the Company headquarters on
the tenth (10th) anniversary of the Grant Date, or if
earlier, the first anniversary of the date you
cease to be a member of the Board for any
reason. This Option may not be exercised after
the Expiration Date.
	 
	 	 
	Vesting Schedule:

	 	Your Option will vest in equal monthly
installments on the last day of each of the 36
months following the Grant Date, subject to the
provisions described under “Termination of
Service”.
	 
	 	 
	Termination of Service:

	 	If you terminate service as a director of the
Board for any reason, your unvested Options
shall be forfeited as of the date of such
termination.






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	Manner of Exercise:

	 	You may exercise the vested
portion of the Option at any time
prior to the Expiration Date. To
exercise this Option, you must
provide a properly completed
Notice of Exercise Form,
specifying how many Option Shares
you wish to purchase. This form
will explain how you must satisfy
the exercise price and
withholding taxes due, if any,
upon exercise. If someone else
wants to exercise this Option
after your death, that person
must contact the Secretary of the
Company and prove to the
Company’s satisfaction that he or
she is entitled to do so. Your
ability to exercise the Option
may be restricted by the Company
if required by applicable law or
the Company’s Insider Trading
Policy.
	 
	 	 
	Transferability of Option:

	 	You may not transfer or assign
this Option for any reason, other
than under your will or as
required by intestate laws. Any
attempted transfer or assignment
will be null and void.
	 
	 	 
	Restrictions on Transferability of
Shares:

	 	By accepting this Option, you
agree not to sell or otherwise
transfer any Shares acquired
under this Option 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.
	 
	 	 
	Miscellaneous:

	 	By accepting this Option, you
agree, for yourself and your
legal representatives or
guardians, that this Agreement
shall be interpreted by the Board
and that any interpretation by
the Board of the terms of this
Agreement and any determination
made by the Board pursuant to
this Agreement shall be final,
binding and conclusive. This
Agreement may be executed in
counterparts.






This Option is granted under and governed by the terms and conditions of the Plan. Additional
provisions regarding your Option and definitions of capitalized terms used and not defined in this
Option can be found in the Plan, which is incorporated herein by reference.



BY ACCEPTING THIS STOCK OPTION AWARD AND SIGNING BELOW, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED HEREIN AND IN THE PLAN.



	 	 	 
	TECHTEAM GLOBAL, INC.

	 	OPTIONEE
	 
	 	 
	 

	 	 
	 

	 	 
	Authorized Officer

	 	[Name]






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EXHIBIT C




TECHTEAM GLOBAL, INC.

2006 INCENTIVE STOCK AND AWARDS PLAN

DIRECTOR STOCK OPTION AWARD AGREEMENT




[Name]

[Address]

[Telephone]: (     )      -                    




Dear                                                             :




You have been granted an option (the “Option”) to purchase shares of common stock, $.01 par value
per share (“Shares”), of TechTeam Global, Inc. (the “Company”) under the TechTeam Global, Inc. 2006
Incentive Stock and Awards Plan (the “Plan”) with the following terms and conditions:



	 	 	 
	Grant Date:

	 	May 31, 2007
	 
	 	 
	Type of Option:

	 	Non-Qualified Stock Option
	 
	 	 
	Number of Option Shares:

	 	                    
	 
	 	 
	Exercise Price per Share:

	 	U.S. $                    
	 
	 	 
	Expiration Date:

	 	Close of business at the Company headquarters on
the tenth (10th) anniversary of the Grant Date, or if
earlier, the first anniversary of the date you
cease to be a member of the Board for any
reason. This Option may not be exercised after
the Expiration Date.
	 
	 	 
	Vesting Schedule:

	 	Your Option will vest in equal monthly
installments on the last day of each of the 24
months following the Grant Date, subject to the
provisions described under “Termination of
Service”.
	 
	 	 
	Termination of Service:

	 	If you terminate service as a director of the
Board for any reason, your unvested Options
shall be forfeited as of the date of such
termination.






7









 





	 	 	 
	Manner of Exercise:

	 	You may exercise the vested
portion of the Option at any time
prior to the Expiration Date. To
exercise this Option, you must
provide a properly completed
Notice of Exercise Form,
specifying how many Option Shares
you wish to purchase. This form
will explain how you must satisfy
the exercise price and
withholding taxes due, if any,
upon exercise. If someone else
wants to exercise this Option
after your death, that person
must contact the Secretary of the
Company and prove to the
Company’s satisfaction that he or
she is entitled to do so. Your
ability to exercise the Option
may be restricted by the Company
if required by applicable law or
the Company’s Insider Trading
Policy.
	 
	 	 
	Transferability of Option:

	 	You may not transfer or assign
this Option for any reason, other
than under your will or as
required by intestate laws. Any
attempted transfer or assignment
will be null and void.
	 
	 	 
	Restrictions on Transferability of
Shares:

	 	By accepting this Option, you
agree not to sell or otherwise
transfer any Shares acquired
under this Option 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.
	 
	 	 
	Miscellaneous:

	 	By accepting this Option, you
agree, for yourself and your
legal representatives or
guardians, that this Agreement
shall be interpreted by the Board
and that any interpretation by
the Board of the terms of this
Agreement and any determination
made by the Board pursuant to
this Agreement shall be final,
binding and conclusive. This
Agreement may be executed in
counterparts.






This Option is granted under and governed by the terms and conditions of the Plan. Additional
provisions regarding your Option and definitions of capitalized terms used and not defined in this
Option can be found in the Plan, which is incorporated herein by reference.



BY ACCEPTING THIS STOCK OPTION AWARD AND SIGNING BELOW, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED HEREIN AND IN THE PLAN.



	 	 	 
	TECHTEAM GLOBAL, INC.

	 	OPTIONEE
	 
	 	 
	 

	 	 
	 

	 	 
	Authorized Officer

	 	[Name]






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EXHIBIT D




TECHTEAM GLOBAL, INC.

2006 INCENTIVE STOCK AND AWARDS PLAN

DIRECTOR STOCK OPTION AWARD AGREEMENT




[Name]

[Address]

[Telephone]: (     )      -                    




Dear                                                             :




You have been granted an option (the “Option”) to purchase shares of common stock, $.01 par value
per share (“Shares”), of TechTeam Global, Inc. (the “Company”) under the TechTeam Global, Inc. 2006
Incentive Stock and Awards Plan (the “Plan”) with the following terms and conditions:



	 	 	 
	Grant Date:

	 	May 31, 2007
	 
	 	 
	Type of Option:

	 	Non-Qualified Stock Option
	 
	 	 
	Number of Option Shares:

	 	                    
	 
	 	 
	Exercise Price per Share:

	 	U.S. $                    
	 
	 	 
	Expiration Date:

	 	Close of business at the Company headquarters on
the tenth (10th) anniversary of the Grant Date, or if
earlier, the first anniversary of the date you
cease to be a member of the Board for any
reason. This Option may not be exercised after
the Expiration Date.
	 
	 	 
	Vesting Schedule:

	 	Your Option will vest in equal monthly
installments on the last day of each of the 12
months following the Grant Date, subject to the
provisions described under “Termination of
Service”.
	 
	 	 
	Termination of Service:

	 	If you terminate service as a director of the
Board for any reason, your unvested Options
shall be forfeited as of the date of such
termination.






9









 





	 	 	 
	Manner of Exercise:

	 	You may exercise the vested
portion of the Option at any time
prior to the Expiration Date. To
exercise this Option, you must
provide a properly completed
Notice of Exercise Form,
specifying how many Option Shares
you wish to purchase. This form
will explain how you must satisfy
the exercise price and
withholding taxes due, if any,
upon exercise. If someone else
wants to exercise this Option
after your death, that person
must contact the Secretary of the
Company and prove to the
Company’s satisfaction that he or
she is entitled to do so. Your
ability to exercise the Option
may be restricted by the Company
if required by applicable law or
the Company’s Insider Trading
Policy.
	 
	 	 
	Transferability of Option:

	 	You may not transfer or assign
this Option for any reason, other
than under your will or as
required by intestate laws. Any
attempted transfer or assignment
will be null and void.
	 
	 	 
	Restrictions on Transferability of
Shares:

	 	By accepting this Option, you
agree not to sell or otherwise
transfer any Shares acquired
under this Option 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.
	 
	 	 
	Miscellaneous:

	 	By accepting this Option, you
agree, for yourself and your
legal representatives or
guardians, that this Agreement
shall be interpreted by the Board
and that any interpretation by
the Board of the terms of this
Agreement and any determination
made by the Board pursuant to
this Agreement shall be final,
binding and conclusive. This
Agreement may be executed in
counterparts.






This Option is granted under and governed by the terms and conditions of the Plan. Additional
provisions regarding your Option and definitions of capitalized terms used and not defined in this
Option can be found in the Plan, which is incorporated herein by reference.



BY ACCEPTING THIS STOCK OPTION AWARD AND SIGNING BELOW, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED HEREIN AND IN THE PLAN.



	 	 	 
	TECHTEAM GLOBAL, INC.

	 	OPTIONEE
	 
	 	 
	 

	 	 
	 

	 	 
	Authorized Officer

	 	[Name]






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EXHIBIT E




TECHTEAM GLOBAL, INC.

2006 INCENTIVE STOCK AND AWARDS PLAN

DIRECTOR STOCK OPTION AWARD AGREEMENT




[Name]

[Address]

[Telephone]: (     )      -                    




Dear                                                             :




You have been granted an option (the “Option”) to purchase shares of common stock, $.01 par value
per share (“Shares”), of TechTeam Global, Inc. (the “Company”) under the TechTeam Global, Inc. 2006
Incentive Stock and Awards Plan (the “Plan”) with the following terms and conditions:



	 	 	 
	Grant Date:

	 	May 31, 2007
	 
	 	 
	Type of Option:

	 	Non-Qualified Stock Option
	 
	 	 
	Number of Option Shares:

	 	                    
	 
	 	 
	Exercise Price per Share:

	 	U.S. $                    
	 
	 	 
	Expiration Date:

	 	Close of business at the Company headquarters on
the tenth (10th) anniversary of the Grant Date, or if
earlier, the first anniversary of the date you
cease to be a member of the Board for any
reason. This Option may not be exercised after
the Expiration Date.
	 
	 	 
	Vesting Schedule:

	 	Your Option will vest in equal monthly
installments on the last day of each of the 48
months following the Grant Date, subject to the
provisions described under “Termination of
Service”.
	 
	 	 
	Termination of Service:

	 	If you terminate service as a director of the
Board for any reason, your unvested Options
shall be forfeited as of the date of such
termination.






11









 





	 	 	 
	Manner of Exercise:

	 	You may exercise the vested
portion of the Option at any time
prior to the Expiration Date. To
exercise this Option, you must
provide a properly completed
Notice of Exercise Form,
specifying how many Option Shares
you wish to purchase. This form
will explain how you must satisfy
the exercise price and
withholding taxes due, if any,
upon exercise. If someone else
wants to exercise this Option
after your death, that person
must contact the Secretary of the
Company and prove to the
Company’s satisfaction that he or
she is entitled to do so. Your
ability to exercise the Option
may be restricted by the Company
if required by applicable law or
the Company’s Insider Trading
Policy.
	 
	 	 
	Transferability of Option:

	 	You may not transfer or assign
this Option for any reason, other
than under your will or as
required by intestate laws. Any
attempted transfer or assignment
will be null and void.
	 
	 	 
	Restrictions on Transferability of
Shares:

	 	By accepting this Option, you
agree not to sell or otherwise
transfer any Shares acquired
under this Option 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.
	 
	 	 
	Miscellaneous:

	 	By accepting this Option, you
agree, for yourself and your
legal representatives or
guardians, that this Agreement
shall be interpreted by the Board
and that any interpretation by
the Board of the terms of this
Agreement and any determination
made by the Board pursuant to
this Agreement shall be final,
binding and conclusive. This
Agreement may be executed in
counterparts.






This Option is granted under and governed by the terms and conditions of the Plan. Additional
provisions regarding your Option and definitions of capitalized terms used and not defined in this
Option can be found in the Plan, which is incorporated herein by reference.



BY ACCEPTING THIS STOCK OPTION AWARD AND SIGNING BELOW, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED HEREIN AND IN THE PLAN.



	 	 	 
	TECHTEAM GLOBAL, INC.

	 	OPTIONEE
	 
	 	 
	 

	 	 
	 

	 	 
	Authorized Officer

	 	[Name]







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