EMPLOYMENT
SEPARATION AGREEMENT AND RELEASE

     

    This
Employment Separation Agreement and Release (“Agreement”) is between Robert
Gumber (“Employee”) and Employee’s former employer, TechTeam Global, Inc.,
(“Employer”).

     

     

    RECITALS

     

    WHEREAS, Employer employed
Employee as Corporate Vice
President, Client Service Management; and

     

    WHEREAS, Employee was notified
on March 18, 2010 that his employment will end effective May 7, 2010; and

     

    WHEREAS, the parties wish to
enter into this Agreement reflecting their amicable resolution of all matters in
relation to the Employee’s termination of his at-will employment with Employer,
the payment of compensation not otherwise due to Employee, and the waiver and
release of any claims arising out of Employee’s at-will employment;

     

    NOW, THEREFORE, in
consideration of the foregoing and the mutual promises contained in this
Agreement, Employee and Employer agree as follows:

     

    Employee’s
final day of employment will be May 7,
2010.  Employee received a copy of this Agreement on April 16, 2010.

     

    
      	
               
      

            	
              (a)

            	
              The
      consideration given by Employer for this Agreement shall be a one time
      lump sum severance payment of $258,405 Dollars, minus
      applicable withholdings as required by law. Employee acknowledges that the
      amount paid hereunder represents a compromise of a disputed claim and
      therefore is in excess of any amounts otherwise conclusively due to the
      Employee.  The lump sum will be paid by a check made out to
      Robert Gumber and
      will be paid within seven (7) days after the Effective Date of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              On
      May 7, 2010, Employee will be issued nine thousand (9,000) of TechTeam
      common stock.

            
	 	 	 
	 	      
              (c)

            	      
              The
      severance consideration as described in 2(a) above is in full accord and
      satisfaction of any claims Employee has, may have, or may have had against
      the Employer. This payment by Employer is more than Employee is otherwise
      entitled to and is paid in consideration for Employee’s execution of this
      Agreement.

            
	 	 	 
	 	      
              (d) 

            	      
              Effective
      May 7, 2010,
      Employer will otherwise discontinue Employee’s current compensation and
      benefits. Your health and dental insurance, if any, will continue to the
      end of this month.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (e)

            	
              Employer
      agrees not to contest Employee’s rights, if any, for unemployment
      compensation.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Employer
      agrees to give Employee a neutral reference indicating only his dates of
      service and position held.

            


    

     

     

    In
exchange for the consideration set forth in Paragraph 2, and except for the
compensation and terms set forth in this Agreement, Employee hereby releases,
waives, and discharges Employer, (“Employer” for purposes of this Paragraph
shall include the Employer’s current and former officers, directors, employees,
parents, partners, subsidiaries, divisions, employees, representatives,
attorneys, successors, agents, assigns, affiliates and related entities), from
any causes of action, claims, damages, attorney fees, or any other liabilities
or claims whatsoever, whether in law or in equity, known or unknown, that he
has, may have, or may have had against Employer. These waivers, releases, and
discharges constitute a general release, extinguish any claims, preclude any
litigation by Employee against Employer based on anything that occurred on or
before the date on which Employee signs this Agreement, and are effective to the
fullest extent permitted by law. This means that Employee gives 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 Employer about anything
arising in the course of Employee’s employment or the termination of Employee’s
employment under any local, state or federal statute, ordinance or regulation,
including, but not limited to, the Age Discrimination in Employment Act, 29 USC
Sec. 621 et seq., the Executive Separation Policy, the 2006 Incentive Stock and
Awards Plan, and under the common law. Employee understands that the only claims
that Employee is not waiving and releasing are for the consideration that
Employee will receive under this Agreement and any claims that, as a matter of
law, cannot be released and waived, including any fully vested benefits under
Employer’s retirement plans and any other fully vested benefits to which
Employee would be entitled under Employer’s current benefit plans.

     

    Employee
does not waive claims, which arise after the Effective Date of this
Agreement.

     

    Employee
agrees to deliver to Employer all documents and materials of any nature
pertaining to his work with Employer and agrees not to remove from the premises
any Employer documents, materials, or copies of documents. Employee agrees not
to disclose any confidential information, including, but not limited to sales,
marketing, pricing, processes, designs, products, company performance, product
data, concepts or trade secrets obtained during the course of his employment.
Any disclosure of such information will be considered a breach of this
Agreement.

     

    Employer
has advised Employee in writing to consult with an attorney of Employee’s choice
____ (initials), at
Employee’s expense, before signing this Agreement. Employee has been provided
with a sufficient amount of time totaling at least twenty one (21) days to
consider the terms of this Agreement, and to decide whether to accept it.
Employee may voluntarily and knowingly sign, but is not required to sign, this
Agreement before the end of the twenty one (21) day period. Employer will then
be able to expedite the processing of the consideration set forth in the
Agreement. Employee and Employer agree that Employer has made no promises,
inducements, representations, or threats in order to cause Employee to sign this
Agreement before the end of the twenty one (21) day period. If Employee
voluntarily and knowingly signs this Agreement before the end of the twenty one
(21) day period, the mandatory seven (7) day revocation period under paragraph
10 will start on the date that Employee signs this Agreement. If Employee has
not accepted this agreement by May
7, 2010, this
Agreement shall be null and void and of no force or effect.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Employee
agrees not to disclose the terms of this Agreement to any third party, except as
required by law or as necessary for the purposes of receiving counsel from his
attorneys or accountants.  If he makes such disclosure, Employee
agrees to inform such individuals that they are bound by this
paragraph.

     

    This
Agreement shall not be construed as an admission of any wrongdoing by either
Employee or Employer.

     

    This
Agreement, including Intellectual Property Assignment, Non-Solicitation, and
Confidentiality Agreement previously signed, constitutes the entire agreement
between Employee and Employer and supersedes all prior agreements, negotiations,
and discussions between the parties with respect to the subject matter contained
herein. There are no other agreements modifying its terms. Any modification to
this Agreement must be made in writing and signed by Employee and a duly
authorized representative of Employer and must specifically refer to and
expressly change this Agreement.

     

    This
Agreement is binding on and shall inure to the benefits of the parties their
heirs, officers, directors, employees, representatives, shareholders,
successors, and assigns.

     

    Employee
has been advised and acknowledges that he is entitled to revoke this Agreement
within seven (7) days
after signing it, and that the Agreement shall not become effective or
enforceable until this revocation period has expired (“Effective Date”). A
revocation must be in writing and either postmarked and addressed to Employer or
hand delivered to Employer within seven (7) days after Employee signed this
Agreement. Employee agrees that if a revocation is made by mail, a mailing by
certified mail, return receipt requested, is recommended to show proof of
mailing.

     

    Employee
has had a full and fair opportunity to discuss all aspects of this Agreement
with Employee’s attorney, if Employee chose to do that. Employee has carefully
read this Agreement, understands it, and is entering it voluntarily and
knowingly, which means no one is forcing or pressuring Employee to sign
it.

     

    If any
provision of this Agreement is ruled to be invalid, unenforceable, or illegal,
Employer and Employee agree that the rest of this Agreement will remain
enforceable and that the Agreement will be construed as if it never contained
the invalid, unenforceable, or illegal provision.

     

    The laws
of the State of Michigan govern the interpretation, construction, and
application of this Agreement, except if applicable federal law provides
differently.

    


     

    
      	
              TechTeam
      Global, Inc.

            	 
      	
              Robert Gumber, an
      individual

            
	 	 	 
	 	 	 
	
              By:

            	
              /s/
      Heidi K. Hagle

            	 
      	
              /s/
      Robert Gumber

            
	
              Its:

            	
              Vice
      President, Human Resources

            	 
      	
              Date:

            	
              May
      3, 2010

            
	
              Date:

            	
              May
      3, 2010

            	 
      	 
      	 
      


    

    
 

    
      
        
        

      

      
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