EX-10.17






Exhibit 10.17




TECHTEAM GLOBAL, INC. EXECUTIVE LONG TERM INCENTIVE PROGRAM




ARTICLE I. PURPOSE AND EFFECTIVE DATE




          The purpose of the Long Term Incentive Program (LTIP) is to (1) align the interests of
management with the Company’s Shareholders and (2) attract and retain key executives who strive for
excellence, by providing equity-based incentives to such key executives. The LTIP encourages key
executives to choose strategies and investments that maximize shareholder value. The LTIP provides
incentive for individuals to perform beyond standard expectations and provides competitive
compensation for those who contribute most to the success of the Company.




          The LTIP will consist of the following types of stock incentive programs, and administered in
conjunction with the Company’s Incentive Stock Plan:





	 	1.	 	A restricted stock program that focuses on retaining high
performing executives over a longer period of time. This stock is issued upon
achievement of specified performance goals, but the stock is subject to a risk
of forfeiture and cannot be transferred by the Participant unless the
Participant satisfies the vesting requirements.
	 
	 	2.	 	A performance stock program that focuses on rewarding
extraordinary performing executives. This stock is issued upon the
determination by the Compensation Committee that the executive has shown
extraordinary performance, but the stock is subject to a risk of forfeiture and
cannot be transferred by the Participant unless the Participant continues in
employment with the Company for one year after the performance stock is issued.





          The amendment of the Plan is effective for the 2008 Program Year and thereafter.




ARTICLE II. PARTICIPATION




          Section 2.01 Eligible Employees. Eligible employees are those who are designated as eligible by the Chief Executive Officer and
approved by the Compensation Committee. An individual who becomes a Participant after the first day
of a Program Year may become a Participant under the Program. For the purposes of an award under
Article III, Long-Term Incentive — Restricted Stock Participants, any award will be made pro rata,
based upon the length of the individual’s eligibility during the Program Year.




          Section 2.02 Cessation of Participation. Notwithstanding anything herein to the contrary, an individual will cease to be considered a
Participant for purposes of this Program on the date that he ceases to be employed in an eligible
position, regardless of whether he is still employed by the Company. No awards will be issued to
any employee who is not actively employed by the Company on the date of issuance. In
addition, Participants must be actively employed by the Company at the time a stock award vests in
order to receive the benefit of the award. For purposes hereof, “actively employed” means
actively-at-work on the date in question





 









 







(or if the date in question falls on a weekend,
actively-at-work on the immediately preceding business day), on a Company-approved leave of
absence, such as vacation, paid holiday, short-term disability leave, military leave, or FMLA
leave, or retired from employment with the Company after the age of sixty-five (65) years.




ARTICLE III. LONG-TERM INCENTIVE — RESTRICTED STOCK




          Section 3.01 Establishment of Annual Performance Goal. No later than thirty (30) days after the beginning of each Program Year, the Board shall establish
the Annual Performance Goal for such Program Year. The Annual Performance Goal will be based on the
Company’s target Operating Income for the Program Year.




          Section 3.02 Award of Restricted Stock.




     (a) The number of shares of Restricted Stock that may be issued to a Participant is based upon
the Company’s attainment of the Aggregate Performance Goal for the Program Year. The Aggregate
Performance Goal will change on a rolling three-year basis based on the Annual Performance Goals
for the Program Year and the two preceding years. In other words, the LTIP will begin in the first
year of inception and an award of Restricted Stock will be made based on the Annual Performance
Goal for the first year; the award of Restricted Stock in Program Year two will be based on Annual
Performance Goals for years one and two; the award of Restricted Stock in Program Year three will
be based on Annual Performance Goals for years one, two and three; the award of Restricted Stock in
Program Year four will be based on Annual Performance Goals for years two, three and four; and so
on. See Table A below which provides an example for illustration purposes only:



Table A




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Annual	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Performance	 	Aggregate	 	 	 	 	 	 
	 	 	 	 	 	 	Goal	 	Performance	 	Actual	 	Cumulative	 	 
	Program	 	Measurement	 	(Operating	 	Goal	 	Achievement	 	Achievement	 	%
	Year	 	Period	 	Income, $M)	 	($M)	 	($M)	 	($M)	 	Achievement
	1
	 	 	1	 	 	 	4.9	 	 	 	4.9	 	 	 	5.2	 	 	 	5.2	 	 	 	106	%
	2
	 	 	1 + 2	 	 	 	4.9 + 10.6	 	 	 	15.5	 	 	 	5.2 + 11.0	 	 	 	16.2	 	 	 	104	%
	3
	 	 	1 + 2 + 3	 	 	 	4.9 + 10.6 +16.3	 	 	 	31.8	 	 	 	5.2 + 11.0 + 23.6	 	 	 	39.8	 	 	 	125	%
	4
	 	 	2 + 3 + 4	 	 	 	10.6 + 16.3 + 18.9	 	 	 	45.8	 	 	 	11.0 + 23.6 + 18.1	 	 	 	52.7	 	 	 	115	%
	5
	 	 	3 + 4 + 5	 	 	 	16.3 + 18.9 + 22.3	 	 	 	57.5	 	 	 	23.6 + 18.1 + 19.3	 	 	 	61.0	 	 	 	106	%
	6
	 	 	4 + 5 + 6	 	 	 	18.9 + 22.3 + 24.0	 	 	 	65.2	 	 	 	18.1 + 19.3 + 20.8	 	 	 	58.2	 	 	 	89	%






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          Section 3.02 Award of Restricted Stock, cont.




     (b) Each eligible Participant on the Valuation Date for a given Performance Period shall be
awarded an incentive equal to the Percentage of Base Salary (“Stock Target Amount”) specified in
Table B for the Participant’s position multiplied by the Calculation Factor specified in Table C.
The Calculation Factor shall be determined by the extent to which the Aggregate Performance Goal
has been achieved for such Performance Period. If a Participant changes positions within a Program
Year, the Participant’s Stock Target Amount for such Program Year will be based the greater of the
applicable percentages specified in Table B that apply to such Participant during such Program
Year.



TABLE B




Stock Target Amount as a Percentage of Base Salary




	 	 	 	 	 
	 	 	Stock Target
	Title	 	Amount
	Level 1
	 	 	30	%
	Level 2
	 	 	25	%
	Level 3
	 	 	20	%
	Level 4
	 	 	15	%
	 
	 	* as a percentage of Base Salary






TABLE C




Factor Based on Achievement of the Aggregate Performance Goal




	 	 	 	 	 
	 	 	Calculation Factor
	Corporate Measurement	 	for Target
	100% or more of target achieved

	 	The factor is the actual percentage of the
target achieved

	90-99% of target achieved

	 	 	75	%
	80-89% of target achieved

	 	 	50	%





All percentages will be calculated to two decimal places and then rounded to the nearest whole
percentage, e.g. a percentage of 89.50% will be rounded up to 90%, while a percentage of 89.49%
will be rounded down to 89%.




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Example 1




Example for Level 3 (Base Salary $150,000), Year Three




Company Aggregate Performance Goal for Year Three: $31.8 M




Company Achieves: $39.8M




Percentage of achievement versus goal: 125%




Vice President Stock Target: 20% of $150,000 (base salary) = $30,000




Calculation Factor for Achieving 125% of Target Goal: 125%




Restricted Stock Award: 125% * $30,000 = $37,500




Example 2




Example for Level 3 (Base Salary $150,000), Year Six




Company Aggregate Performance Goal for Year Six: $65.2M




Company Achieves: $58.2M




Percentage of achievement versus goal: 89%




Vice President Stock Target: 20% of $150,000 (base salary) = $30,000




Calculation Factor for Achieving 89% of Target Goal: 50%




Restricted Stock Award: 50% * $30,000 = $15,000




               (c) The Chief Financial Officer shall be responsible for reporting to the Compensation
Committee the Operating Income amounts for each Program Year in the Performance Period and each
eligible Participant’s Base Salary for such Program Year. The Compensation Committee will review
the report of the Chief Financial Officer and determine the incentive amount for each Participant
as specified in Section 8.01.



          Section 3.03 Payment of Awards.




               (a) The amount determined under Section 3.02(c) shall be paid to the Participant in Shares of
Restricted Stock. The number of Shares to be issued to a Participant shall be determined by
dividing the incentive amount awarded to such Participant by the Fair Market Value of a Share
determined on the date immediately preceding the payment date (as described in subsection (b)).



               (b) Shares of Restricted Stock shall be issued to Participants on March 15 following the
Program Year for which an incentive amount was determined.



               (c) Shares of Restricted Stock shall not be transferable and shall vest ratably over four (4)
years; provided that if the Participant terminates employment from the Company as a result of
death or disability prior to the vesting date, the Shares of Restricted Stock will become
immediately and fully vested on the date of such termination.



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ARTICLE IV. PERFORMANCE STOCK 




          Section 4.01 Issuance of Performance Stock for Individual Achievement The Company
may issue Shares of Performance Stock to a Participant based on a Participant’s individual
extraordinary achievement above standard objectives for the year, regardless of the Company’s
Annual Performance Goals. 




          Section 4.02 Determination of Performance Stock Awards The Chief Executive Officer
shall make a recommendation to the Compensation Committee of the number of Shares of Performance
Stock the Participant should receive and detailing the extraordinary achievements of any
Participant. The Compensation Committee shall review the recommendation and approve, reject or
modify the recommendation of the Chief Executive Officer in its sole discretion. No communication
should occur with Participants prior to the written certification of the Compensation Committee as
set forth in Section 8.01.




          Section 4.03 Payment of Performance Stock Awards




               (a) Shares of Performance Stock shall be issued to Participants on March 15 following the
calendar year for which such award is made.



               (b) Shares of Performance Stock shall not be transferable and shall be subject to forfeiture
unless the Participant remains employed with the Company for one (1) year after the date of
issuance; provided that if the Participant terminates employment from the Company as a result of
death, disability or retirement prior to the vesting date, the Shares of Performance Stock will
become immediately and fully vested on the date of such termination.



ARTICLE V. RIGHTS OF THE COMPENSATION COMMITTEE




          Section 5.01 Rights of the Compensation Committee. The Compensation Committee
reserves the right to distribute Restricted Stock, Performance Stock or nonqualified stock options
as it deems appropriate in extraordinary circumstances. In addition, the Compensation Committee
reserves the right to approve, modify or reject any stock awards in the event that extraordinary
circumstances warrant such action.




ARTICLE VI. AMENDMENT AND TERMINATION




          Section 6.01 Amendment and Termination. The Company shall have the right by action of the Board to amend or terminate (in whole or in part)
this Program at any time and in any manner; provided, however, that no amendment or termination may
affect the amount of incentives accrued prior to the date of such Board action or the effective
date thereof, whichever is later, nor may any amendment or termination affect the rights and
responsibilities of any Participant or of the Company with respect to Stock issued to Participants
prior to such operative date. For purposes of this Section 7.01, an incentive will be deemed to be
“accrued” on the Valuation Date of the Program Year or Performance Period with respect to which it
is payable under the Program.




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ARTICLE VII. GENERAL PROVISIONS




          Section 7.01 Preparation of Reports for Compensation Committee The Chief Executive
Officer and Chief Financial Officer shall prepare a report for the Compensation Committee
detailing the Operating Income of the Company for the Performance Period and each Participant’s
Base Salary, Restricted Stock earned by each Participant, and a recommendation for the award of any
Performance Stock for any Participant. As soon as practicable after the close of the Performance
Period, the Compensation Committee shall meet to review and certify in writing, whether, and to
what extent, the objectives for the Performance Period have been achieved, and determine whether to
award any Performance Stock to any Participants. The Compensation Committee shall certify in
writing the awards to each Participant. No communication should occur with Participants prior to
this written certification.




          Section 7.02 Limitation of Rights Against the Company. Neither participation in this Program, as in effect at any time, nor the incentive and entitlements
accorded hereunder, shall be construed as giving to any Participant any right to be employed by the
Company, limiting in any way the right of the Company to terminate such Participant’s employment at
any time, evidencing any agreement or understanding, expressed or implied, that the Company will
employ such Participant in any particular position or at any particular rate of compensation and/or
guaranteeing such Participant any right to receive any other form or amount of remuneration from
the Company.




          Section 7.03 Spendthrift Clause. No Participant shall have the right to transfer, assign, alienate, anticipate, pledge or encumber
any incentive hereunder, whether currently or thereafter payable, nor shall such payments, or any
part of the Company assets from which such benefits may be paid, be subject to seizure by legal
process by any creditor of such Participant or Beneficiary. Any attempt to effect such a diversion
or seizure as aforedescribed shall be deemed null and void for all purposes hereunder.




          Section 7.04 Withholding. The Company shall be entitled to withhold any Shares issued hereunder (or require the Participant
to deliver to the Company such number of Shares that would otherwise vest) having a Fair Market
Value on the date the Shares are withheld (or delivered) equal to the amount necessary to satisfy
the Company’s minimum federal, state, or local tax withholding obligations with respect to such
issuance of Shares or the vesting thereof. The Company shall be entitled to withhold from any
other amount payable to a Participant the amount necessary to satisfy the Company’s federal, state,
or local tax withholding obligations with respect to the issuance of Shares hereunder or the
vesting of such Shares.




          Section 7.05 Liability. Neither the Company nor any shareholder, director, officer or other employee of the Company, nor
the Compensation Committee or any person serving as a delegate of the Compensation Committee, or
any other person shall be jointly or severally liable for any act or failure to act hereunder,
except for gross negligence or fraud.




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          Section 7.06 Successors and Assigns. The terms and conditions of the Program, as amended and in effect from time to time, shall be
binding upon the successors and assigns of the Company, including without limitation any entity
into which the Company may be merged or with which the Company may be consolidated or to which
substantially all of the assets of the Company are sold or transferred.




ARTICLE VIII. DEFINITIONS




          Section 8.01 Definitions. Whenever used herein, the following words and phrases shall have the meaning indicated below,
unless the context clearly indicates otherwise:




               (a) “Aggregate Performance Goal” means up to three consecutive years of Annual Performance
Goals (i.e., the current year’s Annual Performance Goal and the past two years’ Annual Performance
Goals) or for as long as the Program has been in place, whichever is shorter.



               (b) “Annual Performance Goal” means the Operating Income for a Program Year.



               (c) “Base Salary” for a given Program Year means the Participant’s rate of annual base salary
as of the last day of such Program Year.



               (d) “Board” means the Board of Directors of TechTeam Global, Inc.



               (e) “Company” means TechTeam Global, Inc. and its subsidiaries.



               (f) “Fair Market Value” of a Share means, for purposes of Section 3.03, the closing price of
a Share as quoted on The National Association of Securities Dealers’ Automated Quotation System
(including The Nasdaq Stock Market’s National Market) on the date of the award or, if the market
is closed on the date of award, the closing price of a Share on the last trading day prior to the
date of the award. If the Shares are not traded on a registered securities exchange or quoted in
such a quotation system, the Committee shall determine the Fair Market Value of a Share. In any
other context, “Fair Market Value” has the meaning ascribed to such term in the Company’s
Incentive Stock Plan.



               (g) “Operating Income” means the Company’s income before taxes, foreign currency conversion
and interest income, determined in a consolidated basis.



               (h) “Participant” means any Company employee who satisfies the provisions of Section 2.01
hereof.



               (i) “Performance Period” means the period for which the performance goals are measured.



               (j) “Performance Stock” means a grant of Stock that vests one year after the date of grant.



               (k) “Program Year” means the twelve (12) month period commencing on January 1 of each
calendar year.



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               (l) “Restricted Stock” means a grant of Stock that vests ratably over four (4) years.



               (m) “Stock” or “Share” means a share of the Company’s Common Stock.



               (n) “Valuation Date” means the last day of a Program Year or the last day of a Performance
Period, as applicable.



          Section 8.02 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 whenever any words are used
in the singular or the plural, they shall be construed as though they were used in the plural or
the singular, as the case may be, in all cases where they would so apply. The words “hereof”,
“herein”, “hereunder” and other similar compounds of the word “here” shall mean and refer to this
entire Program and not to any particular article or section. Titles of articles and sections
hereof are for general information only, and the Program is not to be construed by reference
thereto. The Program shall be construed and its validity determined according to the laws of the
State of Delaware to the extent such laws are not preempted by federal law. In case any provision
of this Program shall be held illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining parts of this Program; but rather this Program shall be construed
and enforced as if said illegal and invalid provisions had never been inserted therein.





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