RETENTION AND CHANGE OF
CONTROL AGREEMENT


     

    This
CHANGE OF CONTROL AGREEMENT (“Agreement”) between
and among TechTeam Global, Inc., a Delaware corporation (the “Company”), TechTeam
Government Solutions, Inc., a Virginia corporation (“TTGSI”) and David A.
Kriegman (the “Executive”) is
entered into on October 23, 2009.

     

    The Board
of Directors of the Company (the “Board”) has
determined that it is in the best interests of the Company and its shareholders
to diminish the inevitable distraction to the Executive from the personal
uncertainties and risks created by a pending or potential Change of Control, and
to encourage the Executive’s full attention and dedication to the Company
currently and in the event of any pending or potential Change of Control, and to
provide the Executive with a severance package if the Executive is terminated as
a result of a Change of Control.  Therefore, in order to accomplish
these objectives, the Board has caused the Company to enter into this
Agreement.

     

    NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     

    
      	
               
      

            	
              1.

            	
              Definitions

            


    

     

    (a)           “Effective Date” shall
mean the date on which a Change of Control occurs.  Notwithstanding
anything in this Agreement to the contrary, if a Change of Control occurs and if
the Executive’s employment with the Company is terminated prior to the date on
which the Change of Control occurs, and if it is reasonably demonstrated by the
Executive that such termination of employment (i) was at the request of a third
party who has taken steps reasonably calculated to effect the Change of Control
or (ii) otherwise arose in connection with or in anticipation of the Change of
Control, then for all purposes of this Agreement, the “Effective Date” shall
mean the date immediately prior to the date of such termination of
employment.

     

    (b)           “Change of Control”
shall mean the first to occur of the following:

     

    (i)           The
sale of 51% or more of the then outstanding shares of common stock entitled to
vote generally in the election of the directors (“Voting Securities”)
of TTGSI or the Company; or

     

    (ii)           The
consummation of the sale or other disposition of all or substantially all of the
assets or operations of TTGSI or the Company (whichever occurs first, the “Acquired
Company”).

     

    (c)           “Change Period” shall
mean the period commencing upon the Effective Date and ending on the first
anniversary of such date.

     

    (d)           “Disability” shall
mean the absence of the Executive from the Executive’s duties with the Acquired
Company on a full-time basis for 180 consecutive business days as a result of
incapacity due to mental or physical illness, which is determined to be total
and/or permanent by a physician selected by the Acquired Company or its
insurers.

     

    (e)           “Cause” shall mean any
of the following:  (i) Executive's conviction of or a plea of no
contest to a felony, fraud or a crime involving moral turpitude under any state
or federal statute; (ii) Executive’s continued failure to substantially perform
the Executive’s duties unrelated to a Disability, or any other intentional
action or omission by Executive that is injurious to the Acquired Company; or
(iii) any material breach of any employee handbook of the Acquired Company by
the Executive, which breach is not remedied within fourteen (14) days after
written notice thereof.

     

    (f)           “Good Reason” shall
mean any of the following: (i) the assignment to the Executive of any duties
inconsistent with the Executive’s position, authority, duties or
responsibilities prior to the Effective Date, or any other action by the Company
or the Acquired Company (or any of their successors) which results in a
diminution in such position, authority, duties or responsibilities, and the
continuance of such assignment of duties or other such action for a period of
sixty (60) days; (ii) the requirement of the Executive to be based at any office
or location outside of the greater Washington, DC metropolitan area, except for
short-term assignments (under three (3) months) where the Company pays all
travel or temporary relocation costs incurred by the Executive; (iii) any
failure by the Acquired Company to comply with and satisfy Section 9(c) of this
Agreement, or any failure by any successor to assume and offer to perform this
Agreement in accordance with Section 9(c), provided that such successor has
received at least ten days prior written notice from the Acquired Company or the
Executive of the requirements of Section 9(c).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (g)           “Notice of
Termination” shall mean a written notice which (i) indicates the specific
termination provision in this Agreement relied upon by the terminating party,
and (ii) to the extent practicable, sets forth in reasonable detail the facts
and circumstances relied upon to form such party’s basis for termination of
employment under the operative provisions.

     

    (h)           “Termination Date”
shall mean (i) if the Executive’s employment is terminated by the Acquired
Company for Cause, the date of receipt of the Notice of Termination or any later
date specified therein, as the case may be; (ii)
if the Executive’s employment is terminated
by the Executive for Good Reason, the end
of the thirty-day cure period described in subsection (d) above or any later
date specified therein (which later date must in all cases be within two years
of the initial existence of the condition constituting Good Reason);
(iii) if the Executive’s employment is terminated by the Acquired Company
other than for Cause or Disability, the Termination Date shall be the date on
which the Acquired Company notifies the Executive of such termination; and
(iv) if the Executive’s employment is
terminated by reason of death or Disability, the Termination Date shall be the
date of death of the Executive or the date of Disability, as the case may
be.

     

    (i)           “TTGSI Change of
Control” shall mean:

     

    (i)           The
sale of 51% or more of the then outstanding Voting Securities of TTGSI;
or

     

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

     

    (j)           “Specified Employee”
shall have the meaning given in Code Section 409A as determined in accordance
with the methodology established by the Company as in effect on the date of
Executive’s Separation from Service.

     

    (k)           “Separation from
Service” shall having the meaning given in Code Section 409A, applying
the default rules thereof.

     

    (l)           “Code” shall mean the
Internal Revenue Code of 1986, as amended.  Any reference to a
specific provision of the Code shall include any successor provision and/or
regulations promulgated under that provision of the Code.

     

    
      	
               
      

            	
              2.

            	
              Terms of
      Employment.

            


    

     

    (a)           Position and
Duties.  During the Change Period, Executive agrees to devote
reasonable attention and time during normal business hours to the business and
affairs of the Acquired Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive’s
reasonable best efforts to perform faithfully and efficiently such
responsibilities.

     

    (b)           Compensation.  During
the Change Period, the Executive shall:

     

    (i)           receive
an annual base salary (“Annual Base Salary”)
at least equal to twelve times the highest monthly base salary paid or payable
to the Executive by the Acquired Company in the twelve-month period immediately
preceding the month in which the Effective Date occurs;

     

    (ii)           be
eligible to participate in any bonus program in force on the Effective Date, or
otherwise adopted by the Acquired Company;

     

    (iii)           be
entitled to participate in all savings and retirement plans, practices, policies
and programs applicable generally to other peer executives of the Acquired
Company;

     

    (iv)           be
eligible (and the Executive’s family members shall be eligible) for
participation in and to receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Acquired Company (including,
without limitation, medical, prescription, dental, disability, salary
continuance, employee life, group life, accidental death and travel accident
insurance plans and programs).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (d)           Rights of the
Company.  The Executive hereby acknowledges and agrees to the
following as it relates to the rights of the Company with respect to this
Agreement:

     

    (i)           that
the Company may accept or reject any proposal for, or terminate any discussions
or negotiations regarding, a Change of Control in its sole discretion, and that
the Executive shall have no right under this Agreement or otherwise to challenge
or contest any such decision by the Company; and

     

    (ii)           that
the Company may alter or amend this Agreement at any time for any reason or for
no reason.

     

    
      	
               
      

            	
              3.

            	
              Termination of
      Employment.

            


    

     

    (a)           Death or
Disability.  The Executive’s employment shall terminate
automatically upon the Executive’s death or Disability that continues for 30
days after the Acquired Company provides Executive of notice of its
determination of Disability.

     

    (b)           Cause.  The
Acquired Company may terminate the Executive’s employment during the Change
Period for Cause.

     

    (c)           The
Executive’s employment may be terminated during the Change Period by the
Executive for Good Reason.

     

    (d)           In
the case of any termination of employment under this Agreement, the provisions
of Section 4 of this Agreement shall apply.

     

    (e)           Notice of
Termination.  Any termination by the Acquired Company for
Cause, or by the Executive for Good Reason, shall be communicated by written
Notice of Termination to the other party in accordance with this
Agreement.  In addition, if the Executive is resigning for Good
Reason, the Notice of Termination must be provided to the Acquired Company
within ninety (90) days of the existence of the condition that constitutes Good
Reason and must provide the Acquired Company a period of thirty (30) days to
remedy the condition that constitutes Good Reason.  If the Acquired
Company remedies the condition that constitutes Good Reason within such thirty
(30) day period, then the Executive may withdraw the Notice of Termination;
provided
that if the Executive does not withdraw the Notice of Termination, then the
Executive will be considered to have terminated his employment without Good
Reason.

     

    
      	
               
      

            	
              4.

            	
              Obligations of the
      Acquired Company upon
Termination.

            


    

     

    (a)           Good Reason: Other than for
Cause, Death or Disability.  If during the Change Period,
either the Acquired Company terminates the Executive’s employment other than for
Cause, Death or Disability, or the Executive terminates employment for Good
Reason, the Acquired Company shall:

     

    (i)           pay
to the Executive in a lump sum in cash the aggregate of the following
amounts:

     

    A.           the
sum of: (1) the Executive’s Annual Base Salary through the Termination Date to
the extent not theretofore paid;
plus (2) any accrued vacation pay to the extent not already paid;
and

     

    B.           the Executive’s Annual Bonus as if earned
at the target level; and

     

    C.           the
amount equal to the Executive’s Annual Base Salary;

     

    (ii)           provide
the Executive with reasonable
executive outplacement services for a period of up to twelve (12) months
after the Termination Date
through a recognized outplacement provider that is agreed to by the
Acquired Company and the Executive;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (iii)           continue
welfare benefits to the
Executive and/or the Executive’s family at least equal to those which would have
been provided to them in accordance with the welfare plans, programs, practices
and policies of the Acquired Company as if the Executive’s
employment had not been terminated for a period of twelve (12) months; provided,
however, that if the Executive becomes re-employed with another employer and is
eligible to receive medical or other welfare benefits under another employer
provided plan, the medical and other welfare benefits described herein shall be
secondary to those provided under such other plan during such applicable period
of eligibility (such continuation of such benefits for the applicable period
herein set forth shall be hereinafter referred to as “Welfare
Benefit Continuation”).  Any benefits received by the Executive
pursuant to this Section shall not reduce the period of time the Executive is
entitled to receive COBRA continuation health coverage as a result of the
Executive’s termination of employment;

     

    (iv)           immediately
upon termination vest any options granted to Executive and any shares of
restricted stock that were granted to Executive more than one year prior to the
Termination Date, and the Executive will have six (6) months  to
exercise any such options (which
options shall in no event be exercisable after the end of their original
terms);

     

    (v)           pay
to the Executive the proceeds of the Executive Savings Plan, including all
accumulated interest and dividends,
as required therein.

     

    The Company shall
pay the amounts
described in this
Section (in the
aggregate, the “Severance
Pay”) promptly after the
Termination Date, but no more than thirty (30) days thereafter; provided that if
the Executive is a Specified Employee on the Termination Date, then to the
extent the Severance Pay exceeds an amount equal to the lesser of (x) two times
the Executive’s Annual Base Salary for the prior calendar year and (y) two times
the dollar limitation in effect under Code Section 401(a)(17) for the year in
which the Termination Date occurs, such excess shall be paid with interest on
such delayed payment at the applicable federal rate provided for in Code Section
7872(f)(2)(A) on the first business day after the date that is six months after
the Termination Date (the “Delayed
Payment Date”).  In addition, if the Executive
is a Specified Employee on the Termination Date and if the taxable value of
continued life insurance coverage exceeds the applicable dollar limit under Code
Section 402(g)(1)(B) as in effect for the Termination Date, then the Executive
shall pay the Acquired Company the premiums for the coverage in excess of such
limit and, on the Delayed Payment Date, the Acquired Company shall reimburse
such amount to the Executive.  

     

    (b)           Death, Retirement or
Disability.  If during the Change Period, the Executive’s
employment is terminated by reason of the Executive’s death, retirement or
Disability, the Acquired Company shall have no further obligations to the
Executive’s legal representatives or the Executive, as the case may be, under
this Agreement.

     

    (c)           Cause, Other than for Good
Reason.  If during the Change Period, the Executive’s
employment is terminated for Cause, or if the Executive terminates employment
other than for Good Reason, the Acquired Company shall have no further
obligations to the Executive, except
the Acquired Company shall be obligated to pay the Executive’s Annual Base
Salary through the Termination Date plus the amount of any compensation
previously deferred by the Executive, in each case to the extent not already
paid.

     

    5.           TTGSI Change of
Control.  Outstanding equity awards granted to the Executive
under the 2006 Incentive Stock and Awards Plan, including restricted shares
granted to the Executive in March 2009 and June 2009 but specifically excluding
any performance shares granted to the Executive (including that certain
performance share award with a performance period ending on December 31, 2010),
shall vest in full upon a TTGSI Change of Control.

     

    6.           Limitation on
Payment.  If the Executive is a “disqualified individual”
within the meaning of Code Section 280G, the parties expressly agree that the
payments described in this Agreement and all other payments or benefits
(including, but not limited to, amounts in respect of any equity awards or the
accelerated vesting or settlement of such awards) which the Executive receives
or may receive under any other agreement, plan or arrangement with any persons
that constitute “parachute payments” within the meaning of Section 280G of the
Code (the "Total
Benefits") shall collectively be subject to an overall maximum limit (the
“Code Section 280G
Limit”).  In such case, the aggregate amount of any Total
Benefits shall not exceed the Code Section 280G Limit.  The Code
Section 280G Limit shall be One Dollar ($1.00) less than the aggregate amount
that would otherwise cause any such payments to be considered a “parachute
payment” within the meaning of Section 280G of the Code, as determined by the
Acquired Company.  Accordingly, to the extent that the payments would
be considered a “parachute payment” with respect to the Executive, then the
portions of such payments shall be reduced or eliminated in the following order
until the remaining payments with respect to the Executive can be fully paid
within the Code Section 280G Limit:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a)           First,
any cash payment to the Executive (reduced in reverse chronological
order);

     

    (b)           Second,
any “parachute payments” not described in this Agreement; and

     

    (c)           Third,
any forgiveness of indebtedness of the Executive to the Acquired
Company.

     

    The
Executive expressly and irrevocably waives any and all rights to receive any
“parachute payments” that exceed the Code Section 280G Limit.

     

    7.           Confidential
Information.  The Executive shall hold in a fiduciary capacity
for the benefit of the Acquired Company all secret or confidential information,
knowledge or data relating to the Acquired Company and its respective
businesses, which has been obtained by the Executive during the Executive’s
employment by the Acquired Company which shall not be or become public knowledge
(other than by acts by the Executive or representatives of the Executive in
violation of this Agreement).  After termination of the Executive’s
employment with the Company, the Executive shall not, without the prior written
consent of the Acquired Company or as may otherwise be required by law or legal
process, communicate or divulge any such information, knowledge or data to
anyone other than the Acquired Company and those designated by it.  In
no event shall an asserted violation of the provisions of this Section
constitute a basis for deferring or withholding any amounts otherwise payable to
the Executive under this Agreement.

     

    8.           Non-Solicitation
Covenant.  In consideration for entry into this Agreement,
Executive reaffirms his/her agreement with the Acquired Company not to compete
with, or solicit customers or employees of the Acquired Company as set forth in
the Intellectual Property Assignment, Non-Solicitation, and Confidentiality
Agreement.

     

    9.           Successors and
Assigns.

     

    (a)           This
Agreement is personal to the Executive and without the prior written consent of
the Acquired Company shall not be assignable by the Executive otherwise than by
will or the laws of descent and distribution.  This Agreement shall
inure to the benefit of and be enforceable by the Executive’s legal
representatives.

     

    (b)           This
Agreement shall inure to the benefit of and be binding upon the Acquired Company
and its successors and assigns.

     

    (c)           The
Acquired Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Acquired Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Acquired Company would be required to perform it if no such succession had taken
place.  As used in this Agreement, “Acquired Company” shall mean the
Acquired Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

     

    10.           General
Provisions.

     

    (a)           This
Agreement shall be governed by and construed in accordance with the laws of the
State of Michigan, without reference to principles or conflict of
laws.  All litigation related to this Agreement shall be brought in a
court located in the State of Michigan, and each party, for the purposes of such
litigation, hereby submits to the exclusive jurisdiction and venue of that
court.  The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.

     

    (b)           All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    If to the
Executive:

    David A. Kriegman

    8220
Crestwood Heights Drive

    McLean,
VA 22102

     

    or to the
most current address of record designated in the Executive’s personnel
file.

     

    If to the
Company:

    Chief
Executive Officer

    TechTeam
Global, Inc.

    27345
West 11 Mile Road

    Southfield,
Michigan 48033-2231

     

    or to
such other address as either party shall have furnished to the other in writing
under this Agreement.  Notice and communications shall be effective
when actually received by the addressee.

     

    (c)           The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.

     

    (d)           The
Acquired Company may withhold from any amounts payable under this Agreement such
federal, state or local taxes as shall be required to be withheld pursuant to
any applicable law or regulation.

     

    (e)           The
Executive’s or the Acquired Company’s failure to insist upon strict compliance
with any provision hereof or any other provision of this Agreement or the
failure to assert any right the Executive or the Acquired Company may have
hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this
Agreement.

     

    (f)           The
Executive and the Company acknowledge that, except as may otherwise be provided
under any other written agreement between the Executive and the Company, the
employment of the Executive by the Company is “at will” and, prior to the
Effective Date, may be terminated by either the Executive or the Company at any
time.  Moreover, if prior to the Effective Date, the Executive’s
employment with the Company terminates, then the Executive shall have no further
rights under this Agreement.  The Executive further acknowledges that
this Agreement does not give the Executive any additional right to participate
in any plan, program, etc.  The Executive and the Company agree that
this Agreement supercedes any separation policy of the Company.

     

    (g)           This
Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof.  Any prior understandings, representations,
promises, undertakings, agreements or inducements, whether written or oral,
concerning the subject matter hereof not contained herein shall have no force
and effect.

     

    (h)           This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.  An agreement to amend this Agreement can be entered
into on behalf of the Company only by the President of the Company after
approval of the Company Board.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement on the
date first written above.

     

     

     

    
      
        
          	TECHTEAM
      GLOBAL, INC.    	 	 	EXECUTIVE	 
	 	 	 	 	 
	
                  /s/
      Gary J. Cotshott 

                	 	 	
                  /s/
      David A. Kriegman

                	 
	
                  Name:
      Gary J. Cotshott 

                	 	 	
                  Name:
      David A. Kriegman

                	 
	
                  Its: 
      Chief Executive Officer