Unassociated Document


     

    
      Exhibit
10.1

      


      


      Execution
Version

       

    

     

    
      [Company
Letterhead]

      


      EMPLOYMENT
AGREEMENT AMENDMENT

      


      December
29, 2009

      


      Gary J.
Cotshott

      3012
Sparkling Brook Lane

      Austin,
TX 78746

      


      Dear
Gary,

      


      This
letter agreement (the “Amendment”) shall
supplement and amend the Employment and Noncompetition Agreement (the “Employment
Agreement”), dated as of February 11, 2008 and amended on December 28,
2008, between you and TechTeam Global, Inc. (the “Company”).  All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Employment Agreement.  Except as modified by this
Amendment, the Employment Agreement shall remain in full force and effect;
provided, that in the event that any provision in this Amendment conflicts with
the Employment Agreement or any other agreement, policy, plan or arrangement
between the you and the Company or otherwise maintained or sponsored by the
Company or its subsidiaries, the terms of this Amendment shall
govern.  This Amendment shall be effective as of the 29th day of
December, 2009 (the “Amendment Effective
Date”).

      


      You agree
and acknowledge that notwithstanding any other provision of the Employment
Agreement to the contrary, the Employment Agreement is hereby modified by the
following terms and provisions:

      


      
        	
                1.     

              	
                You
      acknowledge and agree that you hereby waive all rights to receive the
      Annual Grant Options described in Section 2(b)(ii)(b) of your Employment
      Agreement with respect to 2009.

              


      

       

      
        	
                2.     

              	
                Promptly
      following the Amendment Effective Date, the Company agrees to grant to you
      Twenty Five Thousand (25,000) shares of restricted common stock of the
      Company (the “Restricted
      Stock”).  The Restricted Stock shall be granted under the
      TechTeam Global, Inc. 2006 Incentive Stock and Awards Plan (as such plan
      may be amended from time to time, the “Equity
      Plan”).  The terms and conditions of the Restricted Stock
      shall be set forth in the restricted stock award agreement attached hereto
      as Exhibit A (the “Restricted Stock
      Award”), which is incorporated herein by reference.  The
      Restricted Stock shall be subject to the terms of the Equity Plan, the
      Restricted Stock Award and such other restrictions and limitations
      generally applicable to equity held by Company executives or otherwise
      required by law.  Without limiting the generality of the
      foregoing, the terms relating to the effect of a termination of your
      employment on the Restricted Stock shall be governed by the Restricted
      Stock Award and not by the Employment
Agreement.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Execution
Version

         

      

      
        	
                3.     

              	
                On
      January 4, 2010, the Company shall grant to you Twenty Five Thousand
      (25,000) shares of restricted common stock of the Company (the “2010 Restricted
      Stock”), subject to your remaining continuously employed by the
      Company through such grant date.  The 2010 Restricted Stock
      shall be granted under the Equity Plan.  The 2010 Restricted
      Stock shall vest in equal installments on each of the first four
      anniversaries of its date of grant, subject to your remaining continuously
      employed by the Company on each such date.  The 2010 Restricted
      Stock shall be subject to the terms of the Equity Plan, the award
      agreement evidencing such restricted stock substantially in the form
      attached hereto as Exhibit B, and such other restrictions and limitations
      generally applicable to equity held by Company executives or otherwise
      required by law.  Without limiting the generality of the
      foregoing, the terms relating to the effect of a termination of your
      employment on the 2010 Restricted Stock shall be governed by the award
      agreement evidencing such award and not by the Employment
      Agreement.

              


      

       

      
        	
                4.     

              	
                On
      January 3, 2011, the Company shall grant to you Ten Thousand (10,000)
      shares of restricted common stock of the Company (the “2011 Restricted
      Stock”), subject to your remaining continuously employed by the
      Company through such grant date.  The 2011 Restricted Stock
      shall be granted under the Equity Plan or such other equity incentive plan
      that may be adopted by the Company.  The 2011 Restricted Stock
      shall vest in equal installments on each of the first four anniversaries
      of its date of grant, subject to your remaining continuously employed by
      the Company on each such date.  The 2011 Restricted Stock shall
      be subject to the terms of the Equity Plan (or such other equity incentive
      plan that may be adopted by the Company), the award agreement evidencing
      such restricted stock substantially in the form attached hereto as Exhibit
      B and otherwise in conformance with the Equity Plan (or such other equity
      incentive plan that may be adopted by the Company), and such other
      restrictions and limitations generally applicable to equity held by
      Company executives or otherwise required by law.  Without
      limiting the generality of the foregoing, the terms relating to the effect
      of a termination of your employment on the 2011 Restricted Stock shall be
      governed by the award agreement evidencing such award and not by the
      Employment Agreement.

              


      

       

      
        	
                5.     

              	
                Within
      seven (7) days of the Amendment Effective Date, the Company shall
      reimburse you in the amount of Forty Thousand ($40,000) (the “Reimbursed
      Fees”) for your reasonable legal or other fees incurred in respect of the
      negotiation, preparation and documentation of your employment arrangements
      with the Company (the “Services”).  You acknowledge that (a)
      other than the Reimbursed Fees, the Company is not obligated to reimburse
      you for any additional fees incurred in respect of Services provided
      through the Amendment Effective Date; and (b) no further amounts are
      authorized to be, or shall be, reimbursed to you in respect of any future
      Services or other negotiations of any matters relating to your employment
      with the Company, your compensation or the Employment Agreement without
      the prior written consent of the Compensation Committee of the Board of
      Directors.  All reimbursements are subject to the presentation
      of appropriate documentation and substantiation of
      expenses.  You agree to submit (or, in the case of the
      Reimbursed Fees have already submitted as of the Amendment Effective Date)
      such documentation and substantiation to the Company within thirty (30)
      days after the date the expense or other amount is incurred by you and the
      Company agrees to reimburse any amounts that are entitled to be reimbursed
      hereunder within sixty (60) days of the date you so submit such
      documentation and substantiation of expenses.  Any
      reimbursements under the Employment Agreement that would constitute
      nonqualified deferred compensation subject to Section 409A of the Code
      shall be subject to the following additional rules: (i) no reimbursement
      of any such expense shall affect your right to reimbursement of any such
      expense in any other taxable year; (ii) reimbursement of the expense shall
      be made, if at all, promptly, but not later than the end of the calendar
      year following the calendar year in which the expense was incurred; and
      (iii) the right to reimbursement shall not be subject to liquidation or
      exchange for any other benefit.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Execution Version

       

      
        	
                6.     

              	
                (a)           In
      exchange for the benefits provided to you under this Amendment, to which
      you would not otherwise be entitled and which are contingent on your
      acceptance of this Amendment (including this release of claims), on your
      behalf and that of all of your heirs, executors, administrators,
      beneficiaries, representatives and assigns, and all others connected with
      or claiming through you, you hereby release, waive, and forever discharge
      the Company and its respective subsidiaries and other affiliates and all
      of their respective past, present and future officers, directors,
      trustees, shareholders, employees, agents, general and limited partners,
      members, managers, joint venturers, representatives, successors and
      assigns, and all others connected with any of them, both individually and
      in their official capacities, from any and all causes of action, rights or
      claims of any type or description, damages, attorney fees, or any other
      liabilities or claims of any nature whatsoever, whether in law or in
      equity, known or unknown, that you have had in the past, now have or may
      have, or may have had against the Company through the date you execute
      this Amendment, including, without limitation, any and all causes of
      action, rights or claims in any way resulting from, arising out of or
      connected with your employment by the Company or any of its subsidiaries
      or other affiliates, including, without limitation, any equity awards or
      other compensation or benefits (except, with respect to equity awards, to
      the extent specifically provided for in Section 2(b)(ii) Employment
      Agreement, other than to the extent waived by you above in Section 1 of
      this Amendment and specifically provided in this Amendment, and except,
      with respect to other compensation and benefits, other than to the extent
      specifically provided for in the Employment Agreement or this Amendment),
      your position as a member of the Board of Directors or as the prior
      Chairman of the Board and any matter related to the composition of the
      Board, as changed from time to time.  This waiver, release, and
      discharge constitute a general release, extinguishing any claims, and
      precluding any litigation by you against the Company based on anything
      that occurred on or before the date you execute this Amendment, and it is
      effective to the fullest extent permitted by law.  This means
      that you give up, to the fullest extent permitted by law, any right to
      file any lawsuit or any complaint with any government agency or court of
      law against the Company arising through date you execute this Amendment
      under any local, state or federal statute, ordinance or regulation or for
      any claim in equity or law, or under the common law.  You are
      not waiving and releasing your rights to enforce the terms of this
      Amendment or any claims that, as a matter of law, cannot be released and
      waived, including any fully vested benefits.  Anything herein to
      the contrary, you are not releasing, (i) your rights, if any, to
      indemnification in accordance with applicable laws and the terms of the
      Company’s Bylaws or other indemnification agreements entered into between
      you and the Company, in all cases, as in effect from time to time, or (ii)
      your rights to be covered under the Company’s Directors, Officers and
      Liability insurance policies as in effect from time to time in accordance
      with the terms of such policies.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Execution Version

       

      (b)           The
Company, on behalf of itself and its subsidiaries and affiliates, hereby
releases and forever discharges you from any and all causes of action, rights or
claims of any type or description, known or unknown, which the Company or its
subsidiaries or affiliates has had in the past, now has or might have, through
the date of the Company’s execution of this Amendment; provided, however, that
nothing herein shall release you from any claim related to fraudulent or
criminal conduct, any violation of applicable law, any breach of Section 4 of
your Employment Agreement or any breach of your fiduciary duties.

       

      
        	
                7.     

              	
                This
      Amendment constitutes the entire agreement between the parties and
      supersedes and terminates all prior communications, agreements and
      understandings, written or oral, with respect to the subject matter of
      this Amendment.

              


      

       

      
        	
                8.     

              	
                This
      Amendment shall be governed by and construed in accordance with the laws
      of Michigan, without reference to the principles of conflict of
      laws.

              


      

       

      
        
          	 	 	 
	 	 	
                  Sincerely,

                   

                  TechTeam Global, Inc.

                	 
	 	 	 	 
	
                   

                	
                   

                	/s/ Michael
      A. Sosin	 
	 	 	Michael
      A. Sosin	 
	 	 	Vice
      President, General Counsel and Secretary	 
	 	 	 	 


        

      

      

        
          	
                  ACCEPTED
      AND AGREED:

                   

                	 	 	 	 
	
                  /s/
      Gary J. Cotshott

                	 	 	
                   

                	 
	
                  Gary
      J. Cotshott

                	 	 	
                   

                	 
	
                   

                	 	 	
                   

                	 


        

      

       

      Date:  December
29, 2009

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        Execution Version

         

      

      EXHIBIT
A

      


      TECHTEAM
GLOBAL, INC.

      2006
INCENTIVE STOCK AND AWARDS PLAN

      RESTRICTED
STOCK AWARD

      


      Dear: Mr.
Cotshott:

      


      


      TechTeam
Global, Inc. (the “Company”) has granted you an award (this “Award”) of shares
(“Restricted Shares”) of common stock, $.01 par value, of the Company
constituting Restricted Stock under the TechTeam Global, Inc. 2006 Incentive
Stock and Awards Plan (the “Plan”) pursuant to this Award agreement (the
“Agreement”) and with the terms and conditions set forth below. The grant date
(“Grant Date”) and number of Shares of Restricted Stock are set forth
below:

      


      Grant
Date:                                                      December
29, 2009

      


      Number of
Restricted
Shares                                                                           25,000

      


      


      
        	
                Vesting
      Schedule:

              	
                Your
      Restricted Shares will vest in four (4) equal installments on each of the
      first four (4) anniversaries of the Grant Date provided you are employed
      by the Company or an Affiliate continuously through the applicable vesting
      date.  At such time as a Restricted Share vests hereunder such
      Share shall no longer be Restricted Stock or a Restricted Share for
      purposes of this Agreement.

                 

                Notwithstanding
      the foregoing, if your employment terminates prior to the date your
      Restricted Shares are vested as a result of your death or Disability (as
      such term is defined your Employment and Noncompetition Agreement with the
      Company dated February 11, 2008, as amended on each of December 28, 2008
      and December 29, 2009 (as amended, the “Employment Agreement”)), your
      Restricted Shares will become fully vested on the date of such
      termination.  Further, if your employment terminates prior to
      the date your Restricted Shares are vested as a result of a termination of
      employment by the Company without Cause (as such term is defined in the
      Employment Agreement) or by you for Good Reason (as such term is defined
      in the Employment Agreement), in each case, after December 29, 2010, an
      additional installment of your Restricted Shares (i.e., 6,250 Restricted
      Shares) will become fully vested on the date of such
      termination.  Upon any other termination of your employment
      prior to the date on which all of the Restricted Shares are vested, you
      will forfeit the Restricted Shares.

                 

              
	
                Escrow

              	
                Your
      Restricted Shares will be held in escrow by the Company, as escrow agent,
      until they are vested.  The Company will give you a receipt for
      the Shares held in escrow that will state that the Company holds such
      Shares in escrow for your account, subject to the terms of this Award, and
      you will give the Company a stock power for such Shares, endorsed in
      blank, which will be used in the event such Shares are forfeited in whole
      or in part.  As soon as practicable after the vesting date, the
      Restricted Shares will cease to be held in escrow, and, based upon your
      instructions, either (a) certificate(s) for such number of Shares will be
      delivered to you or, in the case of your death, to your estate, or (b) the
      shares will be wired to your brokerage account.

                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Execution Version

       

      
        	
                Transferability
      of

                Restricted
      Shares:

              	
                You
      may not sell, transfer or otherwise alienate or hypothecate any of your
      Restricted Shares. In addition, by accepting this Award, you agree not to
      sell any Shares acquired under this Award at a time when applicable laws,
      Company policies (including, without limitation, the Company’s Insider
      Trading Policy) or an agreement between the Company and its underwriters
      prohibit a sale.

                 

              
	
                Voting
      and Dividends:

              	
                You
      may exercise full voting rights and will receive all dividends and other
      distributions paid with respect to the Restricted Shares, in each case so
      long as the applicable record date occurs before you forfeit such Shares.
      If, however, any such dividends or distributions are paid in Shares, such
      Shares will be subject to the same risk of forfeiture, restrictions on
      transferability and other terms of this Award as are the Restricted Shares
      with respect to which they were paid.

                 

              
	
                Transferability
      of Award:

              	
                You
      may not transfer or assign this Award for any reason, other than under
      your will or as required by intestate laws.  Any attempted
      transfer or assignment will be null and void.

                 

              
	
                Tax
      Withholding:

              	
                To
      the extent that the receipt of the Restricted Shares or dividends or the
      vesting of the Restricted Shares results in income to you for federal,
      state or local income tax purposes, you shall deliver to the Company at
      the time the Company is obligated to withhold taxes in connection with
      such receipt or vesting, as the case may be, such amount as the Company
      requires to meet its withholding obligation under applicable tax laws or
      regulations, and if you fail to do so, the Company has the right and
      authority to deduct or withhold from other compensation payable to you an
      amount sufficient to satisfy its withholding obligations.  If
      you do not make an election under Section 83(b) of the Internal Revenue
      Code of 1986, as amended, in connection with this Award, you may satisfy
      the withholding requirement upon vesting of the Restricted Shares, in
      whole or in part, by electing to have the Company withhold for its own
      account that number of Restricted Shares otherwise deliverable to you from
      escrow hereunder on the date the tax is to be determined, having an
      aggregate Fair Market Value on the date the tax is to be determined equal
      to the minimum statutory total tax that the Company must withhold in
      connection with the vesting of such Shares.  Your election must
      be irrevocable, in writing, and submitted to the Secretary of the Company
      before the applicable vesting date.  The Fair Market Value of
      any fractional Share not used to satisfy the withholding obligation (as
      determined on the date the tax is determined) will be paid to you in
      cash.

                 

              
	
                Interpretation
      of Award:

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

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Execution
Version


       

      This
Award is granted under and governed by the terms and conditions of the Plan and
in the event of a conflict between the terms of this Award and the terms of the
Plan the terms of the Plan shall control.  Additional provisions
regarding this Award and definitions of capitalized terms used and not defined
in this Award can be found in the Plan.

      


      BY
ACCEPTING THIS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED
HEREIN AND IN THE PLAN.  YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND
THE PROSPECTUS DESCRIBING THE PLAN.

      


      


      


      


      


      TECHTEAM
GLOBAL, INC.

      


      
        
          	 	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  Michael
      A. Sosin

                	 	 	
                  Gary
      J. Cotshott

                	 
	
                  Corporate
      Vice President, General

                  Counsel and Secretary

                	 	 	
                  3012
      Sparkling Brook Lane
Austin, TX  78746

                	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Execution Version

      


      


      EXHIBIT
B

      


      TECHTEAM
GLOBAL, INC.

      2006
INCENTIVE STOCK AND AWARDS PLAN

      RESTRICTED
STOCK AWARD

      


      Dear: Mr.
Cotshott:

      


      


      TechTeam
Global, Inc. (the “Company”) has granted you an award (this “Award”) of shares
(“Restricted Shares”) of common stock, $.01 par value, of the Company
constituting Restricted Stock under the TechTeam Global, Inc. 2006 Incentive
Stock and Awards Plan (the “Plan”) pursuant to this Award agreement (the
“Agreement”) and with the terms and conditions set forth below. The grant date
(“Grant Date”) and number of Shares of Restricted Stock are set forth
below:

      


      Grant
Date:                                                      [●]

      


      Number of
Restricted
Shares                                                                           [●]

      


      


      
        	
                Vesting
      Schedule:

              	
                Your
      Restricted Shares will vest in four (4) equal installments on each of the
      first four (4) anniversaries of the Grant Date provided you are employed
      by the Company or an Affiliate continuously through the applicable vesting
      date.  At such time as a Restricted Share vests hereunder such
      Share shall no longer be Restricted Stock or a Restricted Share for
      purposes of this Agreement.

                 

                Notwithstanding
      the foregoing, if your employment terminates prior to the date your
      Restricted Shares are vested as a result of your death or Disability (as
      such term is defined your Employment and Noncompetition Agreement with the
      Company dated February 11, 2008, as amended on each of December 28, 2008
      and December 29, 2009 (as amended, the “Employment Agreement”)), your
      Restricted Shares will become fully vested on the date of such
      termination.  Further, if your employment terminates prior to
      the date your Restricted Shares are vested as a result of a termination of
      employment by the Company without Cause (as such term is defined in the
      Employment Agreement) or by you for Good Reason (as such term is defined
      in the Employment Agreement), in each case, after [date which is one-year
      anniversary of grant date], an additional installment of your
      Restricted Shares (i.e., 6,250 Restricted Shares) will become fully vested
      on the date of such termination.  Upon any other termination of
      your employment prior to the date on which all of the Restricted Shares
      are vested, you will forfeit the Restricted Shares.

                 

              
	
                Escrow

              	
                Your
      Restricted Shares will be held in escrow by the Company, as escrow agent,
      until they are vested.  The Company will give you a receipt for
      the Shares held in escrow that will state that the Company holds such
      Shares in escrow for your account, subject to the terms of this Award, and
      you will give the Company a stock power for such Shares, endorsed in
      blank, which will be used in the event such Shares are forfeited in whole
      or in part.  As soon as practicable after the vesting date, the
      Restricted Shares will cease to be held in escrow, and, based upon your
      instructions, either (a) certificate(s) for such number of Shares will be
      delivered to you or, in the case of your death, to your estate, or (b) the
      shares will be wired to your brokerage account.

                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Execution Version

       

      
        	
                Transferability
      of

                Restricted
      Shares:

              	
                You
      may not sell, transfer or otherwise alienate or hypothecate any of your
      Restricted Shares. In addition, by accepting this Award, you agree not to
      sell any Shares acquired under this Award at a time when applicable laws,
      Company policies (including, without limitation, the Company’s Insider
      Trading Policy) or an agreement between the Company and its underwriters
      prohibit a sale.

                 

              
	
                Voting
      and Dividends:

              	
                You
      may exercise full voting rights and will receive all dividends and other
      distributions paid with respect to the Restricted Shares, in each case so
      long as the applicable record date occurs before you forfeit such Shares.
      If, however, any such dividends or distributions are paid in Shares, such
      Shares will be subject to the same risk of forfeiture, restrictions on
      transferability and other terms of this Award as are the Restricted Shares
      with respect to which they were paid.

                 

              
	
                Transferability
      of Award:

              	
                You
      may not transfer or assign this Award for any reason, other than under
      your will or as required by intestate laws.  Any attempted
      transfer or assignment will be null and void.

                 

              
	
                Tax
      Withholding:

              	
                To
      the extent that the receipt of the Restricted Shares or dividends or the
      vesting of the Restricted Shares results in income to you for federal,
      state or local income tax purposes, you shall deliver to the Company at
      the time the Company is obligated to withhold taxes in connection with
      such receipt or vesting, as the case may be, such amount as the Company
      requires to meet its withholding obligation under applicable tax laws or
      regulations, and if you fail to do so, the Company has the right and
      authority to deduct or withhold from other compensation payable to you an
      amount sufficient to satisfy its withholding obligations.  If
      you do not make an election under Section 83(b) of the Internal Revenue
      Code of 1986, as amended, in connection with this Award, you may satisfy
      the withholding requirement upon vesting of the Restricted Shares, in
      whole or in part, by electing to have the Company withhold for its own
      account that number of Restricted Shares otherwise deliverable to you from
      escrow hereunder on the date the tax is to be determined, having an
      aggregate Fair Market Value on the date the tax is to be determined equal
      to the minimum statutory total tax that the Company must withhold in
      connection with the vesting of such Shares.  Your election must
      be irrevocable, in writing, and submitted to the Secretary of the Company
      before the applicable vesting date.  The Fair Market Value of
      any fractional Share not used to satisfy the withholding obligation (as
      determined on the date the tax is determined) will be paid to you in
      cash.

                 

              
	
                Interpretation
      of Award:

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

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Execution
Version


       

      This
Award is granted under and governed by the terms and conditions of the Plan and
in the event of a conflict between the terms of this Award and the terms of the
Plan the terms of the Plan shall control.  Additional provisions
regarding this Award and definitions of capitalized terms used and not defined
in this Award can be found in the Plan.

      


      BY
ACCEPTING THIS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED
HEREIN AND IN THE PLAN.  YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND
THE PROSPECTUS DESCRIBING THE PLAN.

      


      


      


      


      
        


        TECHTEAM
GLOBAL, INC.

        


        
          
            	 	 	 	 	 
	
                     

                  	 	 	
                     

                  	 
	
                    Michael
      A. Sosin

                  	 	 	
                    Gary
      J. Cotshott

                  	 
	
                    Corporate
      Vice President, General

                    Counsel and Secretary

                  	 	 	
                    3012
      Sparkling Brook Lane
Austin, TX  78746