TECHTEAM
GLOBAL, INC.

    2006
INCENTIVE STOCK AND AWARDS PLAN

    PERFORMANCE
SHARE AWARD

    


    David A.
Kriegman

    8220
Crestwood Heights Drive

    McLean,
VA 22102

    Dear Mr.
Kriegman:

    


    You have
been granted a Performance Share award (the "Performance Share Award") for
shares of common stock of TechTeam Global, Inc. (the “Company”) under the
TechTeam Global, Inc. 2006 Incentive Stock and Awards Plan (the “Plan”) with the
following terms and conditions:

     

    
      
        	
                Performance
      Period:

              	
                September
      24, 2009 through December 31, 2010

                 

              
	
                Performance
      Criteria:

              	
                As
      used herein, the term "Transaction" shall mean the first to occur of a
      Company Transaction or a TTGSI Transaction (as those terms are hereinafter
      defined).  There are two Performance Goals:

                 

                (a)
      the first to occur of (1)(i) the closing of the sale or other disposition
      of all or substantially all of the assets of the Company or (ii) the sale
      of 51% or more of the then outstanding shares of common stock entitled to
      vote generally in the election of directors of the Company (each, a
      "Company Transaction”) or (2)(x) the closing of the sale or other
      disposition of all or substantially all of the assets of TechTeam
      Government Solutions, Inc. ("TTGSI") or (y) the sale of 51% or more of the
      then outstanding shares of common stock entitled to vote generally in the
      election of directors of TTGSI (each, a "TTGSI Transaction”) during the
      Performance Period, and

                 

                (b)
      meeting the Transaction Value set forth below.  In no event
      shall you be entitled to earn Shares under this Performance Share Award
      with respect to both a Company Transaction and a TTGSI
      Transaction.

                 

                Subject
      to the terms of this Performance Share Award, if both Performance Goals
      are met during the Performance Period, you will earn a number of Shares
      based on the Transaction Value (as hereinafter defined), and otherwise as
      follows.

                 

                If
      the Transaction is a TTGSI Transaction, then the Transaction Value that must be met in
      order to earn Shares hereunder shall be as set forth in the table
      below.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        

          
            	
                    Transaction Value

                  	
                    Performance Share Grant

                  
	
                    $60,000,000
      to $70,000,000

                  	
                    1,000
      to 5,000

                  
	
                    $70,000,000
      to $80,000,000

                  	
                    5,001
      to 10,000

                  
	
                    $80,000,000
      to $90,000,000

                  	
                    10,001
      to 20,000

                  
	
                    $90,000,000
      to $100,000,000

                  	
                    20,001
      to 25,000

                  
	
                    Ø$100,000,00

                  	
                    Discretionary

                  


          

        

      

       

      
        	 	

                If
      the Transaction is a Company Transaction, the Transaction Value that must
      be achieved with respect to TTGSI in order to earn Shares hereunder shall
      be as set forth in the table above.  If there is no allocation
      of the consideration in the definitive agreement(s) for the Company
      Transaction between the consideration paid for the Company and its
      subsidiaries (other than TTGSI) and the consideration paid for TTGSI and
      its subsidiaries, then the Transaction Value shall be determined in good
      faith by the Compensation Committee.  In making such
      determination, the Compensation Committee may take into account the
      consideration set forth in the most recent written offer received from the
      acquiror in such Company Transaction for the purchase of TTGSI independent
      of the Company; or if such acquiror did not make a written offer to buy
      the Company independent of the TTGSI, the most recent written offer
      received from a potential buyer of the Company independent of
      TTGSI.

                 

                If
      the Transaction Value is an amount within a range set forth in the table
      above, the number of Shares that you will earn with respect to this
      Performance Share Award shall be determined based on a linear
      interpolation between the two applicable ranges.

                 

                For
      the avoidance of doubt, if the Transaction Value is less than $60,000,000,
      you will not earn any Shares with respect to this Performance Share
      Award.  Further, the Performance Shares set forth in the table
      above are not cumulative (i.e., if the Transaction Value is greater than
      $100,000,000, subject to meeting the other terms of this Performance Share
      Award, you will only be entitled to earn 25,000 Shares.

                 

                For
      purposes of this Performance Share Award, “Transaction Value” shall mean
      the aggregate fair market value of the consideration actually received by
      the Company and/or its direct or indirect stockholders in a Transaction
      (determined as of the closing date of a Transaction) and 65% of the fair
      market value of any Contingent Payments (as defined below).  The
      fair market value of any consideration in the form of securities or other
      property shall be determined on the same basis as which the securities or
      other property were in the Transaction.  "Contingent Payments”
      shall be defined as the consideration receivable or received by the
      Company or its former or current equity holders in the form of
      “earn-outs,” escrows, indemnity claims or other similar contingent
      payments based upon the occurrence of future
      events.  Transaction Value and the value of any Contingent
      Payments shall be determined by the Compensation Committee, in its sole
      discretion.

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	 	

                If
      your employment terminates in the period that is six months prior to the
      consummation of a Transaction due to (a) death; (b) Disability; or (c)
      termination of your employment by the Company without “Cause” or by you
      for “Good Reason” as defined in your [Change of Control Agreement/
      Employment Agreement], then you will be eligible to receive the
      Performance Shares set forth above only if both Performance Goals are
      met.  For this purpose, “Disability” means that you are unable
      to engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment that can be expected to result
      in death or can be expected to last for a continuous period of not less
      than twelve (12) months, as determined by the Administrator.

                 

                If
      your employment or service terminates prior to the Transaction for any
      other reason, this Performance Share Award will terminate in full on the
      date of such termination without any consideration due to you and you will
      not earn any Performance Shares.

                 

              
	
                Issuance
      of Certificates:

              	
                If
      the Performance Goals are met, immediately prior to, and contingent upon
      the consummation of the Transaction, the Company will issue in your name
      certificate(s) evidencing your Performance Shares, to the extent earned in
      accordance with the terms of this Performance Share Award.

                 

              
	
                Transferability
      of

                Shares:

              	
                By
      accepting this Award, you agree not to sell any Shares acquired under this
      Award at a time when applicable laws, Company policies or an agreement
      between the Company and its underwriters prohibit a sale.

                 

              
	
                Tax
      Withholding:

              	
                To
      the extent that the receipt of the Performance 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, 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.  You may satisfy the
      withholding requirement, in whole or in part, by electing to have the
      Company withhold for its own account that number of Shares otherwise
      deliverable to you 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 date the Shares are
      distributed.  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.

                 

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                Miscellaneous:

              	
                · This
      Performance Share Award may be amended only by written consent signed by
      you and the Company.

                 

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

                 

                · This
      Agreement may be executed in counterparts.

                 

              


      

    

     

     

    
    

    This
Performance Share Award is granted under and governed by the terms and
conditions of the Plan.  In the event of a conflict between the terms
of the Plan and this Performance Share Awards, the terms of this Plan will
govern.  Additional provisions regarding your Award and definitions of
capitalized terms used and not defined in this Award can be found in the
Plan.

    


    BY
SIGNING BELOW AND ACCEPTING THIS PERFORMANCE SHARE 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.

    


    
      
        	 	 	 	 	 
	
                /s/
      Gary J. Cotshott

              	 	 	
                /s/
      David A. Kriegman

              	 
	
                Gary
      J. Cotshott       

              	 	 	
                David
      A. Kriegman

              	 
	
                 

              	 	 	
                 

              	 


      



     

     

     

    
      
        
        

      

      
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