Unassociated Document


    TECHTEAM
GLOBAL, INC.

    2006
INCENTIVE STOCK AND AWARDS PLAN

    


    As
Amended and Restated Effective April 23, 2010

    


    1.        
   PURPOSE AND EFFECTIVE
DATE.

     

    (a)           Purpose.  The
TechTeam Global, Inc. 2006 Incentive Stock and Awards Plan, as the same may be
amended from time to time (the “Plan”), is intended to (i)  attract
and retain outstanding individuals to serve as officers, employees, non-employee
members of the Company’s Board, consultants and advisors; and (ii) to increase
shareholder value.  The Plan will provide participants’ incentives to
increase shareholder value by offering the opportunity to acquire shares of the
Company’s common stock or receive other incentive compensation on the
potentially favorable terms that this Plan provides.

     

    (b)           Effective
Date.  The Plan was effective on June 23, 2006 (the “Effective
Date”).  Upon the Effective Date, the Company’s 2004 Incentive Stock
and Awards Plan (the “Prior Plan”) terminated.

     

    2.      
     DEFINITIONS.

     

    Capitalized
terms used in this Plan have the following meanings:

     

    (a)           “Administrator”
means the Board with respect to Eligible Directors and the Committee with
respect to all other eligible individuals.

     

    (b)           “Affiliate”
means any corporation, partnership, joint venture, or other entity during any
period in which the Company owns, directly or indirectly, at least fifty percent
(50%) of the equity, voting or profits interest, and any other business venture
that the Committee designates in which the Company has a significant interest,
as the Committee determines in its discretion.

     

    (c)           “Award”
means a grant of Options, Performance Shares, Restricted Stock or Restricted
Stock Units under this Plan.

     

    (d)           “Board”
means the Board of Directors of the Company.

     

    (e)           “Change
of Control” means the occurrence of any one of the following
events:

     

    (i)           The
sale of all then outstanding shares of common stock of the Company or fifty-one
percent (51%) of the then outstanding voting securities of the Company entitled
to vote generally in the election of the directors to any person (as defined in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof) other than to (A) the Company or its subsidiaries, (B) a trustee
or other fiduciary holding securities under any employee benefit plan of the
Company or its subsidiaries, or (C) an underwriter temporarily holding
securities pursuant to an offering of such securities; or

     

    (ii)           The
consummation of the sale or other disposition of all or substantially all of the
assets or operations of the Company.

     

    Notwithstanding
the foregoing, no “Change of Control” shall be deemed to have occurred if there
is consummated any transaction or series of integrated transactions immediately
following which the record holders of the common stock of the Company
immediately prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which owns all or
substantially all of the assets of the Company immediately following such
transaction or series of transactions.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    If an
Award is considered deferred compensation subject to the provisions of Code
Section 409A, and if a payment under such Award will be made upon a “Change of
Control,” then the foregoing definition shall be deemed amended to the extent
necessary to comply with Code Section 409A, and the Administrator may include
such amended definition in the Award agreement issued with respect to such
Award.

     

    (f)           “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a specific
provision of the Code includes any successor provision and the regulations
promulgated under such provision.

     

    (g)           “Committee”
means the Compensation Committee of the Board (or such successor committee with
the same or similar authority).

     

    (h)           “Common
Stock” means the common stock of the Company.

     

    (i)           “Company”
means TechTeam Global, Inc., a Delaware corporation, or any successor
thereto.

     

    (j)           “Date
of Grant” means, with respect to an Option, the date on which the Administrator
takes action to approve such Option, or any future date specified by the
Administrator.

     

    (k)           “Eligible
Director” means a non-employee director elected or appointed to the
Board.

     

    (l)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended. Any reference to a
specific provision of the Exchange Act includes any successor provision and the
regulations and rules promulgated under such provision.

     

    (m)         “Exercise
Price” means, with respect to an Option, the price per share at which a
Participant may exercise his Option to acquire all or a portion of the shares of
Common Stock that are the subject of such Option.  In no event shall
the Exercise Price of any Common Stock subject to an Option be less than the
Fair Market Value of the Company’s Common Stock determined as of the Date of
Grant.

     

    (n)         “Fair
Market Value” means, per Share on a particular date, the last sales price on
such date on the national securities exchange on which the Common Stock is then
traded, as reported in The Wall Street Journal, or if no sales of Common Stock
occur on the date in question, on the last preceding date on which there was a
sale on such exchange. If the Shares are not listed on a national securities
exchange, but are traded in an over-the-counter market, the last sales price
(or, if there is no last sales price reported, the average of the closing bid
and asked prices) for the Shares on the particular date, or if no sales of
Common Stock occur on the date in question, on the last preceding date on which
there was a sale of Shares on that market, will be used. If the Shares are
neither listed on a national securities exchange nor traded in an
over-the-counter market, the price determined by the Administrator, in its
discretion, will be used.

     

    (o)         “Option”
means the right to purchase Shares at a stated price. “Options” may either be
“incentive stock options” which meet the requirements of Code Section 422, or
“nonqualified stock options” which do not meet the requirements of Code Section
422.

     

    
      
         


      

      
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    (p)         “Participant”
means an officer or other employee of the Company or its Affiliates, or an
Eligible Director of the Company, or a consultant or advisor who provides
services to the Company or its Affiliates, who the Administrator designates to
receive an Award under this Plan; provided that Eligible Directors shall
automatically be considered Participants for purposes of Section 8.

     

    (q)         “Performance
Goals” means any goals the Administrator establishes that relate to one or more
of the following with respect to the Company or any one or more Subsidiaries,
Affiliates or other business units: revenue; cash flow; net cash provided by
operating activities; net cash provided by operating activities less net cash
used in investing activities; cost of goods sold; ratio of debt to debt plus
equity; profit before tax; gross profit; net profit; net sales; earnings before
interest and taxes; earnings before interest, taxes, depreciation and
amortization; Fair Market Value of Shares; basic earnings per share; diluted
earnings per share; return on shareholder equity; average accounts receivable
(calculated by taking the average of accounts receivable at the end of each
month); return on average total capital employed; return on net assets employed
before interest and taxes; economic value added; return on year-end equity;
and/or in the case of Awards that the Administrator determines will not be
considered “performance based compensation” under Code Section 162(m) or for
purposes of exercising negative discretion in connection with an Award that is
considered “performance based compensation” under Code Section 162(m), such
other goals as the Administrator may establish in its discretion including
subjective, individual criteria.  As to each Performance Goal, the
relevant measurement of performance shall be computed in accordance with
generally accepted accounting principles, if applicable, but, unless otherwise
determined by the Committee and to the extent consistent with Code Section
162(m), will exclude the effects of:  (i) charges for reorganizing and
restructuring; (ii) discontinued operations; (iii) asset write-downs; (iv) gains
or losses on the disposition of a business; (v) changes in tax or accounting
principles, regulations or laws; (vi) mergers, acquisitions or dispositions; and
(vii) extraordinary, unusual and/or non-recurring items of gain or loss, that in
each case the Company identifies in its audited financial statements, including
footnotes, or the Management’s Discussion and Analysis section of the Company’s
annual report.  Also, the Administrator may, to the extent consistent
with Code Section 162(m), appropriately adjust any evaluation of performance
under a Performance Goal to exclude any of the following events that occurs
during a performance period:  (i) litigation, claims, judgments or
settlements; (ii) the effects of changes in laws or regulations affecting
reported results; and (iii) accruals of any amounts for payment under this Plan
or any other compensation arrangements maintained by the Company or an
Affiliate.

     

    (r)          “Performance
Shares” means the right to receive Shares to the extent one or more Performance
Goals are achieved during the period of time specified by the Administrator
consisting of one or more full fiscal years of the Company, a Subsidiary or
Affiliate, or upon the occurrence of one or more other conditions as is
determined by the Administrator.

     

    (s)         “Plan”
means this TechTeam Global, Inc. 2006 Incentive Stock and Awards Plan, as
amended from time to time.

     

    (t)          “Restricted
Stock” means Shares that are subject to a risk of forfeiture and/or restrictions
on transfer, which may lapse at such time(s) or upon the occurrence of certain
conditions as is determined by the Administrator.

     

    (u)         “Restricted
Stock Unit” means the right to receive one Share or cash in an amount equal to
the Fair Market Value of one Share at such time(s) or upon the occurrence of
certain conditions as is determined by the Administrator.

     

    (v)         “Section
16 Participants” means officers or consultants of the Company who are subject to
the provisions of Section 16 of the Exchange Act.

     

    
      
         


      

      
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    (w)        “Share”
means a share of Common Stock.

     

    (x)          “Subsidiary”
means any corporation in an unbroken chain of corporations beginning with the
Company if each of the corporations (other than the last corporation in the
chain) owns stock possessing more than fifty percent (50%) of the total combined
voting power of all classes of stock in one of the other corporations in the
chain.

     

    3.           ADMINISTRATION.

     

    (a)          Administrator
Administration.  The Administrator has full authority to
administer this Plan, including the authority to (i) interpret the provisions of
this Plan or any agreement covering an Award, (ii) prescribe, amend and rescind
rules and regulations relating to this Plan, (iii) correct any defect, supply
any omission, or reconcile any inconsistency in the Plan, any Award or agreement
covering an Award in the manner and to the extent it deems desirable to carry
this Plan or an Award into effect, and (iv) make all other determinations
necessary or advisable for the administration of this Plan.   All
Administrator determinations are final and binding.

     

    (b)          Delegation to Other Committees or
Officers.  To the extent applicable law permits, the Board may
delegate to another committee of the Board or to one or more officers of the
Company, or the Committee may delegate to a sub-committee, any or all of the
authority and responsibility of their respective authority hereunder. However,
no such delegation is permitted with respect to Awards made to or an Award held
by individuals who are Section 16 Participants at the time any such delegated
authority or responsibility is exercised, unless the delegation is to a
committee or sub-committee consisting entirely of non-employee directors who
qualify as such under Rule 16b-3(b) of the Exchange Act.  If the Board
or Committee has made such a delegation, then all references to the
Administrator in this Plan include such other committee, sub-committee or one or
more officers to the extent of such delegation.

     

    (c)          No Liability.  No
member of the Board or the Committee, and no officer to whom a delegation under
subsection (b) has been made, will be liable for any act done, or determination
made, by the individual in good faith with respect to the Plan or any Award. The
Company will indemnify and hold harmless such individuals to the maximum extent
that the law and the Company’s bylaws permit.

     

    4.           ELIGIBILITY.  The
Administrator may designate from time to time the Participants to receive Awards
under this Plan. The Administrator’s designation of a Participant in any year
will not require the Administrator to designate such person to receive an Award
in any other year.

     

    5.           DISCRETIONARY
GRANTS OF AWARDS.  Subject to the terms of this Plan, the
Administrator has full power and authority to: (a) determine the type or types
of Awards to be granted to each Participant; (b) determine the number of Shares
with respect to which an Award is made; and (c) determine any terms and
conditions of any Award granted to a Participant.  Awards under this
Plan may be granted either alone or in addition to, in tandem with, or in
substitution for any other Award (or any other award granted under another plan
of the Company or any Affiliate).

     

    6.           SHARES RESERVED UNDER THIS
PLAN.

     

    (a)           Plan Reserve.  An
aggregate of 2,300,000 Shares are reserved for issuance under this
Plan.  Not more than 1,000,000 of the reserved Shares may be issued
pursuant to incentive stock options (within the meaning of Code Section 422) and
not more than 1,000,000 of the reserved Shares may be issued pursuant to
Restricted Stock, Restricted Stock Units and Performance Shares. The number of
Shares reserved for issuance under this Plan shall be reduced only by the number
of Shares delivered in payment or settlement of Awards.  The
limitations of this subsection are subject to adjustments as provided in Section
13.

     

    
      
         


      

      
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    (b)         Replenishment of Shares Under this
Plan.  If an Award lapses, expires, terminates or is cancelled
without the issuance of Shares under the Award, then the Shares subject to or
reserved for in respect of such Award, or the Shares to which such Award
relates, may again be used for new Awards under this Plan as determined under
subsection (a), including issuance pursuant to incentive stock options. If
Shares are issued under any Award and the Company subsequently reacquires them
pursuant to rights reserved upon the issuance of the Shares, then such Shares
may be used for new Awards under this Plan as determined under subsection (a),
but such shares may not be issued pursuant to incentive stock
options.

     

    (c)          Participant
Limitations.  Subject to adjustment as provided in Section 13,
no Participant may be granted Awards under this Plan that could result in such
Participant receiving in any single fiscal year of the Company:

     

    (i)           Options
for more than 150,000 Shares;

     

    (ii)           Awards
of Restricted Stock and Restricted Stock Units with respect to more than 50,000
Shares; and

     

    (iii)           Awards
of Performance Shares relating to more than 50,000 Shares.

     

    In all
cases, determinations under this Section 6(c) should be made in a manner that is
consistent with the exemption for performance based compensation that Code
Section 162(m) provides.

     

    7.           OPTIONS.

     

    (a)           Eligibility.  The
Administrator may grant Options to any Participant it selects. The Administrator
must specify whether the Option is an incentive stock option or a nonqualified
stock option, but only employees of the Company or a Subsidiary may receive
grants of incentive stock options.

     

    (b)           Terms and
Conditions.  The Administrator will establish the Exercise
Price for an Option.  An Option will be exercisable at such times and
subject to such conditions as the Administrator specifies, except that the
Option must terminate no later than 10 years after the Date of Grant. In all
other respects, the terms of any incentive stock option should comply with the
provisions of Code Section 422 except to the extent the Committee determines
otherwise.

     

    8.           DIRECTOR
STOCK COMPENSATION.  Each Eligible Director shall receive all
or a portion of his director fees in Shares, as the Board shall determine from
time to time.  In addition, an Eligible Director may elect to receive
up to 100% of his director fees that would otherwise be paid in cash in the form
of Shares pursuant to the procedures and designated window periods established
by the Company or the Board.  If any director fees are deferred in
accordance with a deferred compensation plan established by the Company and are
payable in shares of Common Stock, such shares shall be issued under this
Plan.

     

    9.           PERFORMANCE AND STOCK
AWARDS.

     

    (a)           Eligibility.  The
Administrator may grant awards of Restricted Stock, Restricted Stock Units or
Performance Shares to Participants the Administrator selects.

     

    
      
         


      

      
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    (b)           Terms and
Conditions.  Each award of Restricted Stock, Restricted Stock
Units or Performance Shares may be subject to such terms and conditions as the
Administrator determines appropriate, including, without limitation, a condition
that one or more Performance Goals be achieved for the Participant to realize
all or a portion of the benefit provided under the Award.  However, an
award of Restricted Stock or Restricted Stock Units must have a restriction
period of at least one year.  Notwithstanding the foregoing, the
Administrator may provide that the restrictions imposed on Restricted Stock or
Restricted Stock Units are accelerated, or the Performance Goals subject to an
award are deemed achieved, upon the Participant’s termination of employment or
service as a result of death, disability, or retirement.

     

    10.           TRANSFERABILITY.  Each
Award granted under this Plan is not transferable other than by will or the laws
of descent and distribution, except that a Participant may, to the extent the
Administrator allows and in a manner the Administrator specifies: (a) designate
in writing a beneficiary to exercise or receive the benefit of the Award after
the Participant’s death; or (b) transfer any award.

     

    11.           TERMINATION AND AMENDMENT OF
PLAN; AMENDMENT, MODIFICATION OR CANCELLATION OF AWARDS.

     

    (a)           Term.  Subject to
the right of the Board to terminate the Plan pursuant to Section 12(b), the Plan
shall remain in effect until all Shares subject to it shall have been issued,
purchased or acquired according to the Plan’s provisions; provided that no
incentive stock option may be granted under the Plan after the tenth (10th)
anniversary of the Plan’s Effective Date.

     

    (b)           Termination and
Amendment.  The Board or Committee may amend, alter, suspend,
discontinue or terminate this Plan at any time, subject to the following
limitations:

     

    (i)           the
Board must approve any amendment of this Plan to the extent the Company
determines such approval is required by: (A) action of the
Board,  (B) applicable corporate law, or (C) any other applicable
law or the listing requirements of any principal securities exchange or market
on which the Shares are then traded;

     

    (ii)           Shareholders
must approve any amendment of this Plan if the Company determines that such
approval is required by law or stock exchange rules, including but not limited
to: (A) the rules and/or regulations promulgated under Section 16 of the
Exchange Act, (B) the Code or any rules promulgated thereunder, or (C) the
listing requirements of any principal securities exchange or market on which the
Shares are then traded; and

     

    (iii)           Shareholders
must approve any of the following Plan amendments: (A) an amendment to
materially increase the number of Shares specified in Section 6(a) or 6(c)
(except as permitted by Section 13); (B) an amendment to shorten the restriction
periods specified in Section 9(b); or (C) an amendment to impair the protections
of Section 11(e).

     

    (c)           Amendment, Modification or
Cancellation of Awards.  Except as provided in subsection (e)
and subject to the requirements of this Plan, the Administrator may modify,
amend or cancel any Award or waive any restrictions or conditions applicable to
any Award or the exercise of the Award, and the Administrator may modify or
amend the terms and conditions applicable to any Awards (including the Plan
provisions affecting an Award); provided that any modification, amendment or
cancellation that adversely affects the rights of a Participant under an Award
must be consented to by the Participant (or any other persons as may then have
an interest in the Award).  Notwithstanding the foregoing, the
Administrator need not obtain Participant (or other interested party) consent
for the adjustment or cancellation of an Award pursuant to the provisions of
Section 13, or the modification of an Award to the extent deemed necessary to
comply with any applicable law, the listing requirements of any principal
securities exchange or market on which the Shares are then traded, or to
preserve favorable accounting or tax treatment of any Award for the
Company.

     

    
      
         


      

      
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    (d)           Survival of Administrator Authority
and Awards.  Notwithstanding the foregoing, the authority of
the Administrator to administer this Plan and modify or amend an Award, and the
authority of the Board or Committee to amend the Plan, may extend beyond the
date of this Plan’s termination, but no Awards may be granted after the Plan’s
termination. In addition, termination of this Plan will not affect the rights of
Participants with respect to Awards previously granted to them, and all
unexpired Awards will continue in force and effect after termination of this
Plan except as they may lapse or be terminated by their own terms and
conditions.

     

    (e)           Repricing
Prohibited.  Notwithstanding anything in this Plan to the
contrary, and except for the adjustments provided in Section 13, neither the
Administrator nor any other person may decrease the exercise price for any
outstanding Option granted under this Plan after the Date of Grant nor allow a
Participant to surrender an outstanding Option granted under this Plan to the
Company as consideration for the grant of a new Option with a lower exercise
price.

     

    (f)           Foreign
Participation.  To assure the viability of Awards granted to
Participants employed in foreign countries, the Administrator may provide for
such special terms as it may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the Administrator may
approve such supplements to, or amendments, restatements or alternative versions
of this Plan as it determines is necessary or appropriate for such purposes. Any
such amendment, restatement or alternative versions that the Administrator
approves for purposes of using this Plan in a foreign country will not affect
the terms of this Plan for any other country.

     

    12.           TAXES.

     

    (a)           Withholding
Obligations.  The Company is entitled to withhold from any
amount payable or Shares deliverable hereunder or from any other compensation
payable by the Company or an Affiliate to the Participant, the amount of any tax
arising upon the payment of cash or issuance or vesting of Shares under this
Plan after giving the person entitled to receive such amount or Shares notice as
far in advance as practicable, and the Company may defer making payment or
delivery if any such tax may be pending unless and until indemnified to its
satisfaction.  The Committee may permit a Participant to pay all or a
portion of the foreign, federal, state and local withholding taxes arising upon
exercise, vesting or payment of any Award (including the issuance of Shares
under an Award) by electing to (i) have the Company withhold vested Shares
otherwise issuable under the Award, (ii) tender back Shares received in
connection with such Award or (iii) deliver other previously owned Shares, in
each case having a fair market value  equal to the amount to be
withheld; however, the amount to be withheld may not exceed the total minimum
statutory amount of federal, state and local tax withholding obligations
associated with the transaction to the extent needed for the Company to preserve
favorable accounting treatment. The election must be made on or before the date
as of which the amount of tax to be withheld is determined and otherwise as the
Committee requires. The Fair Market Value of a fractional Share remaining after
payment of the withholding taxes may be paid to the Participant in
cash.

     

    (b)           No Guarantee of Tax
Treatment.  Notwithstanding any provision of this Plan to the
contrary, the Company does not guarantee to any Participant or any other
person(s) with an interest in an Award that (i) any Award intended to be exempt
from Code Section 409A shall be so exempt, (ii) any Award intended to comply
with Code Section 409A or Code Section 422 shall so comply, or (iii) any Award
shall otherwise receive a specific tax treatment under any other applicable tax
law, nor in any such case will the Company or any Affiliate be required to
indemnify, defend or hold harmless any individual with respect to the tax
consequences of any Award.

     

    
      
         


      

      
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    13.           ADJUSTMENT PROVISIONS;
CHANGE OF CONTROL.

     

    (a)           Adjustment of
Shares.  If (i) the Company shall at any time be involved in a
merger or other transaction in which the Shares are changed or exchanged; (ii)
the Company shall subdivide or combine the Shares or the Company shall declare a
dividend payable in Shares, other securities or other property; (iii) the
Company shall effect a cash dividend the amount of which, on a per Share basis,
exceeds ten percent (10%) of the Fair Market Value of a Share at the time the
dividend is declared, or the Company shall effect any other dividend or other
distribution on the Shares in the form of cash, or a repurchase of Shares, that
the Board determines by resolution is special or extraordinary in nature or that
is in connection with a transaction that the Company characterizes publicly as a
recapitalization or reorganization involving the Shares; or (iv) any other event
shall occur, which, in the case of this clause (iv), in the judgment of the
Board or Committee necessitates an adjustment to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under this
Plan, then the Administrator shall, in such manner as it may deem equitable,
adjust any or all of (A) the type and number of Shares subject to this Plan
(including the specific limits described in Section 6), and which may after the
event be made the subject of Awards under this Plan, (B) the number and type of
Shares subject to outstanding Awards, (C) the grant, purchase, or exercise price
with respect to any Award, and (D) to the extent such discretion does not cause
an Award that is intended to qualify as performance-based compensation under
Code Section 162(m) to lose its status as such, the Performance Goals of an
Award.

     

    In any
such case, the Administrator may also make provision for a cash payment (in an
amount determined by the Administrator) to the holder of an outstanding Award in
exchange for the cancellation of all or a portion of the Award (without the
consent of the holder of an Award) effective at such time as the Administrator
specifies (which may be the time such transaction or event is effective), but if
such transaction or event constitutes a Change of Control, then (A) such payment
shall be at least as favorable to the holder as the payment amount described in
subsection (c)(ii) and (B) from and after the Change of Control, the
Administrator may make such a provision only if the Administrator determines
that doing so is necessary to substitute, for each Share then subject to an
Award, the number and kind of shares of stock, other securities, cash or other
property to which holders of Common Stock are or will be entitled in respect of
each Share pursuant to the transaction or event in accordance with the last
sentence of this subsection (a). However, in each case, with respect to Awards
of incentive stock options, no such adjustment may be authorized to the extent
that such authority would cause this Plan to violate Code section 422(b).
Further, the number of Shares subject to any Award payable or denominated in
Shares must always be a whole number.

     

    Without
limitation, subject to Participants’ rights under subsection (c), in the event
of any reorganization, merger, consolidation, combination or other similar
corporate transaction or event, whether or not constituting a Change of Control,
other than any such transaction in which the Company is the continuing
corporation and in which the outstanding Common Stock is not being converted
into or exchanged for different securities, cash or other property, or any
combination thereof, the Administrator may substitute, on an equitable basis as
the Administrator determines, for each Share then subject to an Award, the
number and kind of shares of stock, other securities, cash or other property to
which holders of Common Stock are or will be entitled in respect of each Share
pursuant to the transaction.

     

    (b)           Issuance or
Assumption.  Notwithstanding any other provision of this Plan,
and without affecting the number of Shares otherwise reserved or available under
this Plan, in connection with any merger, consolidation, acquisition of property
or stock, or reorganization, the Administrator may authorize the issuance or
assumption of awards upon such terms and conditions as it may deem
appropriate.

     

    
      
         


      

      
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    (c)           Change of
Control.  If the Participant has in effect an employment,
retention, change of control, severance or similar agreement with the Company or
any Affiliate that discusses the effect of a Change of Control on the
Participant’s Awards, then such agreement shall control.  In all other
cases, upon a Change of Control, the Administrator may, in its discretion,
determine that any or all outstanding Awards held by Participants who are then
in the employ or service of the Company or any Affiliate shall vest or be deemed
to have been earned in full (assuming the maximum performance goals provided
under such Award were met, if applicable), and:

     

    (i)           If
the successor or surviving corporation (or parent thereof) so agrees, all
outstanding Awards shall be assumed, or replaced with the same type of award
with similar terms and conditions, by the successor or surviving corporation (or
parent thereof) in the Change of Control.  If applicable, each Award which is assumed by the successor
or surviving corporation (or parent thereof) shall be appropriately adjusted,
immediately after such Change of Control, to apply to the number and class of
securities which would have
been issuable to the Participant upon the consummation of such Change of Control
had the Award been exercised or vested immediately prior to such Change of
Control, and such other appropriate adjustments in the terms and conditions of
the Award shall be made.  If the Administrator does
not exercise the discretion described above to fully vest an Award or to cause
an Award to be deemed earned in full as of the date of the Change of Control,
then upon the Participant’s termination of employment by the successor or
surviving corporation without cause (as defined by the policies generally
applicable to employees of the successor or surviving corporation) within one
year following the Change of Control, all of the Participant’s Awards that are
in effect as of the date of such termination shall be vested in full or deemed
earned in full (assuming the maximum performance goals provided under such Award
were met, if applicable) effective on the date of such
termination.

     

    (ii)           If
the provisions of paragraph (i) do not apply, then all outstanding Awards shall
be cancelled as of the date of the Change of Control in exchange for a payment
in cash and/or Shares (which may include shares or other securities of any
surviving or successor entity or the purchasing entity or any parent thereof)
equal to:

     

    (1)           In
the case of an Option, the excess of the Fair Market Value of the Shares on the
date of the Change of Control covered by the vested portion of the Option that
has not been exercised over the exercise price of such Shares under the
Award;

     

    (2)           In
the case of Restricted Stock Units, the Fair Market Value of a Share on the date
of the Change of Control multiplied by the number of vested units;
and

     

    (3)           In
the case of a Performance Share Award, the Fair Market Value of a Share on the
date of the Change of Control multiplied by the number of earned
Shares.

     

    Any
unvested or unearned Awards shall be cancelled without payment
therefor.

     

    
      
        
        

      

      
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    14.           MISCELLANEOUS.

     

    (a)           Option Grants.  The
grant of any Option under this Plan is subject to the following
provisions:

     

    (i)           A
Participant (or other individual with an interest in an Award) shall have no
rights as a shareholder of the Company with respect to the shares of Common
Stock made subject to an Option unless and until such individual exercises such
Option and is issued the shares purchased thereby.  No adjustments
shall be made for distributions, allocations, or other rights with respect to
any shares of Common Stock prior to the exercise of such Option except as
permitted by Section 13.

     

    (ii)           The
terms of any Option shall be as set forth in a written stock option agreement
(an “Option Agreement”) in such form as the Administrator shall from time to
time determine.  Each Option Agreement shall comply with and be
subject to the terms and conditions of the Plan and such other terms and
conditions as the Administrator may deem appropriate.  No person shall
have any rights under any Option granted under the Plan unless and until the
Company and the Participant have executed an Option Agreement setting forth the
grant and the terms and conditions of the Option.

     

    (b)           Other Terms and
Conditions.  The grant of any Award under this Plan may also be
subject to other provisions (whether or not applicable to the Award awarded to
any other Participant) as the Administrator determines appropriate, including,
without limitation, provisions for:

     

    (i)           the
payment of the purchase price of Options by delivery of cash or other Shares or
other securities of the Company having a then Fair Market Value equal to the
purchase price of such Shares, or by delivery (including by fax) to the Company
or its designated agent, of an executed irrevocable option exercise form
together with irrevocable instructions to a broker dealer to sell or margin a
sufficient portion of the Shares and deliver the sale or margin loan proceeds
directly to the Company to pay for the exercise price;

     

    (ii)           with
respect to an Award of Restricted Stock. provisions giving the Participant the
right to receive dividend payments with respect to the Shares subject to the
Award (both before and after the Shares subject to the Award are earned or
vested), which payments may be either made currently or credited to an account
for the Participant, and may be settled in cash or Shares, as the Administrator
determines;

     

    (iii)           restrictions
on resale or other disposition; and

     

    (iv)           compliance
with federal or state securities laws and stock exchange
requirements.

     

    (c)           Employment and
Service.  The issuance of an Award shall not confer upon a
Participant any right with respect to continued employment or service with the
Company or any Affiliate, or the right to continue as an Eligible
Director.  Unless determined otherwise by the Administrator, for
purposes of the Plan and all Awards, the following rules shall
apply:

     

    (i)           a
Participant who transfers employment between the Company and its Affiliates, or
between Affiliates, will not be considered to have terminated
employment;

     

    (ii)           a
Participant who ceases to be an Eligible Director because he or she becomes an
employee of the Company or an Affiliate shall not be considered to have ceased
service as an Eligible Director with respect to any Award until such
Participant’s termination of employment with the Company and its
Affiliates;

     

    
      
         


      

      
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    (iii)           a
Participant who ceases to be employed by the Company or an Affiliate and
immediately thereafter becomes an Eligible Director, a non-employee director of
an Affiliate, or a consultant to the Company or any Affiliate shall not be
considered to have terminated employment until such Participant’s service as a
director of, or consultant to, the Company and its Affiliates has ceased;
and

     

    (iv)           a
Participant employed by an Affiliate will be considered to have terminated
employment when such entity ceases to be an Affiliate.

     

    Notwithstanding
the foregoing, for purposes of an Award that is subject to Code Section 409A, if
a Participant’s termination of employment or service triggers the payment of
compensation under such Award, then the Participant will be deemed to have
terminated employment or service upon his or her “separation from service”
within the meaning of Code Section 409A.

     

    (d)           Compliance with Rule 16b-3 of the
Securities Exchange Act.  Transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Securities Exchange Act of 1934, as amended, and in all
events the Plan shall be construed in accordance with Rule 16b-3.  To
the extent any provision of the Plan or action by the Board or Committee fails
to so comply, it shall be deemed null and void to the extent permitted by law
and deemed advisable by the Board.

     

    (e)           No Fractional
Shares.  No fractional Shares or other securities may be issued
or delivered pursuant to this Plan, and the Administrator may determine whether
cash, other securities or other property will be paid or transferred in lieu of
any fractional Shares or other securities, or whether such fractional Shares or
other securities or any rights to fractional Shares or other securities will be
canceled, terminated or otherwise eliminated.

     

    (f)           Unfunded
Plan.  This Plan is unfunded and does not create, and should
not be construed to create, a trust or separate fund with respect to this Plan’s
benefits. This Plan does not establish any fiduciary relationship between the
Company and any Participant. To the extent any person holds any rights by virtue
of an Award granted under this Plan, such rights are no greater than the rights
of the Company’s general unsecured creditors.

     

    (g)           Requirements of
Law.  The granting of Awards under this Plan and the issuance
of Shares in connection with an Award are subject to all applicable laws, rules
and regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required. Notwithstanding any other provision of
this Plan or any award agreement, the Company has no liability to deliver any
Shares under this Plan or make any payment unless such delivery or payment would
comply with all applicable laws and the applicable requirements of any
securities exchange or similar entity.

     

    (h)           Governing
Law.  This Plan, and all agreements under this Plan, shall be
construed in accordance with and governed by the laws of the State of Michigan,
without reference to any conflict of law principles, except for corporate law
matters which are governed by the laws of the State of Delaware.  Any
legal action or proceeding with respect to this Plan, any Award or any award
agreement, or for recognition and enforcement of any judgment in respect of this
Plan, any Award or any award agreement, may only be brought and determined in a
court sitting in the County of Oakland, or the Federal District Court for the
Eastern District of Michigan in the State of Michigan.  Any legal
action or proceeding with respect to this Plan, any Award or any Award
agreement, must be brought within one year (365 days) after the day the
complaining party first knew or should have known of the events giving rise to
the complaint.

     

    
      
         


      

      
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    (i)           Compensation Recovery
Policy.  The Committee may institute a policy that, in
appropriate circumstances, it will evaluate whether to seek the reimbursement of
certain compensation realized under Awards granted under the Plan to an
executive officer if such executive engages in activities that caused or
partially caused a restatement of the Company’s financial results.  In
such a case, the Company shall have the right, notwithstanding any provision of
the Plan, any Award or any award agreement to the contrary, to require the
executive officer to reimburse the Company for the amount of compensation paid
(including the value of any shares of Stock issued) under the Plan for the
relevant period.

     

    (j)           Construction.   Whenever
any words are used herein in the masculine, they shall be construed as though
they were used in the feminine in all cases where they would so apply; and
wherever any words are used in the singular or plural, they shall be construed
as though they were used in the plural or singular, as the case may be, in all
cases where they would so apply.  Title of sections are for general
information only, and the Plan is not to be construed with reference to such
titles.

     

    (k)           Severability.  If
any provision of this Plan or any award agreement or any Award (i) is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as
to any person or Award, or (ii) would disqualify this Plan, any award agreement
or any Award under any law the Administrator deems applicable, then such
provision should be construed or deemed amended to conform to applicable laws,
or if it cannot be so construed or deemed amended without, in the determination
of the Administrator, materially altering the intent of this Plan, award
agreement or Award, then such provision should be stricken as to such
jurisdiction, person or Award, and the remainder of this Plan, such award
agreement and such Award will remain in full force and effect.

     

    *****


    
      
         


      

      
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