exv4w5



 





Exhibit 4.5




TECHTEAM GLOBAL, INC.

2006 INCENTIVE STOCK AND AWARDS PLAN

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT



TechTeam Global, Inc. (the “Company”) has granted you an option (“Option”) to purchase shares of
common stock, $.01 par value per share of the Company (“Shares”), under the TechTeam Global, Inc.
2006 Incentive Stock and Awards Plan (the “Plan”) with the terms and conditions set forth below.
The Date of Grant, number of Shares subject to the Option (“Option Shares”), and Exercise Price are
as set forth on the Grant Acceptance Web Dialogue Page in the Transcentive software platform.




	 	 	 
	Expiration Date:

	 	Close of business at the
Company headquarters on the
tenth (10th)anniversary of the
Grant Date, subject to earlier
termination as described under
“Termination of Employment.”
	 
	 	 
	Vesting Schedule:

	 	The Option will vest in four
(4) equal increments on the
first four (4) anniversaries
of the Date of Grant, provided
you are employed by the
Company or an Affiliate
continuously through the
applicable vesting date.
	 
	 	 
	Manner of Exercise:

	 	You may exercise the Option to
the extent it is vested prior
to the date the Option expires
or terminates. To exercise
the Option, you must provide a
properly completed Notice of
Exercise Form (“Form”) to the
Company’s General Counsel or
his designee, specifying how
many Option Shares you wish to
purchase and comply with the
Form’s provisions explaining
how you must satisfy the
exercise price and withholding
taxes due, if any, upon
exercise.
	 
	 	 
	 

	 	Your ability to exercise the
Option may be restricted by
the Company if required by
applicable law, and will be
suspended during a
determination of whether your
termination of employment was
or could have been for Cause.
If it is determined that your
termination of employment was
or could have been for Cause,
your notice of exercise will
be rescinded.
	 
	 	 
	 

	 	If someone else wants to
exercise the Option after your
death, that person must
contact the Company and prove
to the Company’s satisfaction
that he or she is entitled to
do so.
	 
	 	 
	Termination of Employment:

	 	If your employment with the
Company terminates, your
Option will terminate on the
close of business at the
Company headquarters as
follows:
	 
	 	 
	 

	 	Your Option will terminate
sixty (60) days after the date
of your termination of
employment; provided however
if your employment






E-2









 






	 	 	 
	 

	 	terminates
as a result of death,
Disability or Retirement, the
Option will terminate on the
first (1st) anniversary of the
date of your termination of
employment.
	 
	 	 
	 

	 	However, in no event will the
Option be exercisable after
its Expiration Date.
	 
	 	 
	 

	 	“Disability” means your
inability to perform the
important functions of your
job due to sickness or injury.
	 
	 	 
	 

	 	“Retirement” means your
termination of employment on
or after attaining age 65, or
earlier with the consent of
the Company.
	 
	 	 
	Transferability of Option:

	 	The Option is not transferable
or assignable except under
your will, trust, or as
required by intestate laws.
Any attempted transfer or
assignment in violation of
this provision will be null
and void.
	 
	 	 
	Restrictions on Transferability of Shares:

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

	 	This Non-Qualified Stock
Option Award Agreement may be
amended only by written
consent signed by you and the
Company, except to the extent
the amendment is not to your
detriment or the Administrator
deems it necessary to comply
with any applicable law or
listing requirement of any
principal securities exchange
or market on which the
Company’s common stock is then
traded, or to preserve
favorable accounting treatment
of the Option for the Company.
	 
	 	 
	 

	 	Notwithstanding the foregoing,
this Non-Qualified Stock
Option Award Agreement may not
be amended, and the Company
may not take any other action
the effect of which is, to
reduce the Exercise Price
other than (i) pursuant to
Section 14(a) of the Plan, and
in accordance with Section
1.409A-1(b)(5)(v)(B) of the
Treasury Regulations
promulgated under the Code, or
(ii) in connection with a
transaction which is
considered the grant of a new
option for purposes of Section
409A of the Code, provided
that the new Exercise Price is
not less than Fair Market
Value of a Share on the new
grant date.
	 
	 	 
	 

	 	As a condition of the granting
of the Option, you agree, for
yourself and your legal
representatives or guardians,
that this Non-Qualified Stock
Option Award Agreement shall
be interpreted by the
Administrator and that any
interpretation by the
Administrator of the terms of
this Non-Qualified Stock
Option






E-3









 






	 	 	 
	 

	 	Award Agreement and any
determination made by the
Administrator pursuant to this
Non-Qualified Stock Option
Award Agreement shall be
final, binding and conclusive.





The Option is granted under and governed by the terms and conditions of the Plan. Additional
provisions regarding the Option and definitions of capitalized terms used and not defined in this
Non-Qualified Stock Option Award Agreement can be found in the Plan, which is incorporated herein
by reference.



BY ACCEPTING THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT 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.




E-4