TECHTEAM GLOBAL, INC.
2004 INCENTIVE STOCK AND AWARDS PLAN
 I. Purpose
 (a)
    
    The TechTeam Global, Inc. 2004 Incentive Stock and Awards Plan has two
complementary purposes: (i) to attract and retain outstanding individuals to serve as
officers, employees, consultants and advisors and (ii) to increase shareholder value.
The Plan will provide participants incentives to increase shareholder value by
offering the opportunity to acquire shares of the Companys common stock, receive
monetary payments based on the value of such common stock, or receive other incentive
compensation, on the potentially favorable terms that this Plan provides.(b)
    
    History. Prior to the effective date of this Plan, the Company had in effect
the 1990 Non-Qualified Stock Option Plan. Upon shareholder approval of this Plan, no
new awards will be granted under the prior plan.
 II. Definitions
  (a)
    
    Affiliate means any corporation, partnership, joint venture, or other entity
during any period in which the Company owns, directly or indirectly, at least twenty
percent (20%) of the equity, voting or profits interest, and any other business venture
that the Committee designates in which the Company has a significant interest, as the
Committee determines in its discretion.(b)
    
    Award means grants of Options, Performance Shares or Restricted Stock under
this Plan.(c)
    
    Board means the Board of Directors of the Company.(d)
    
    Change of Control means the occurrence of any one of the following events:
 (i)
    
    The sale of all then outstanding shares of common stock of the Company
or 51% of the then outstanding voting securities of the Company entitled to vote
generally in the election of the directors (the Outstanding Company Voting
Securities); or(ii)
    
    The consummation of the sale or other disposition of all or
substantially all of the assets or operations of the Company.
  (e)
    
    Change of Control Price means the highest of the following: (i) the Fair
Market Value of the Shares, as determined on the date of the Change of Control; (ii)
the highest price per Share paid in the Change of Control transaction; or (iii) the
Fair Market Value of the Shares, calculated on the date of surrender of the relevant
Award in accordance with Section 13(c), but this clause (iii) shall not apply if in the
Change of Control transaction, or pursuant to an agreement to which the Company is a
party governing the Change of Control transaction, all of the Shares are purchased for
and/or converted into the right to receive a current payment of cash and no other
securities or other property.(f)
    
    Code means the Internal Revenue Code of 1986, as amended. Any reference to a
specific provision of the Code includes any successor provision and the regulations
promulgated under such provision.




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(g)
    
    Committee means the Compensation Committee of the Board (or such successor
committee with the same or similar authority), which must be composed solely of at
least two Directors, each of whom must qualify as an outside director within the
meaning of Code Section 162(m) and as a non-employee director within the meaning of
Rule 16b-3.(h)
    
    Common Stock means the common stock of the Company.(i)
    
    Company means TechTeam Global, Inc., a Delaware corporation, or any successor
thereto.(j)
    
    Effective Date means the date the Companys shareholders approve this Plan.(k)
    
    Exchange Act means the Securities Exchange Act of 1934, as amended. Any
reference to a specific provision of the Exchange Act includes any successor provision
and the regulations and rules promulgated under such provision.(l)
    
    Fair Market Value means, per Share on a particular date, the last sales price
on such date on the national securities exchange on which the Common Stock is then
traded, as reported in The Wall Street Journal, or if no sales of Common Stock occur on
the date in question, on the last preceding date on which there was a sale on such
exchange. If the Shares are not listed on a national securities exchange, but are
traded in an over-the-counter market, the last sales price (or, if there is no last
sales price reported, the average of the closing bid and asked prices) for the Shares
on the particular date, or on the last preceding date on which there was a sale of
Shares on that market, will be used. If the Shares are neither listed on a national
securities exchange nor traded in an over-the-counter market, the price determined by
the Committee, in its discretion, will be used.(m)
    
    Option means the right to purchase Shares at a stated price. Options may
either be incentive stock options which meet the requirements of Code Section 422, or
nonqualified stock options which do not meet the requirements of Code Section 422.(n)
    
    Participant means an officer or other employee of the Company or its
Affiliates, or an individual that the Company or an Affiliate has engaged to become an
officer or employee, or a consultant or advisor who provides services to the Company or
its Affiliates, who the Committee designates to receive an Award under this Plan.(o)
    
    Performance Goals means any goals the Committee establishes that relate to
one or more of the following with respect to the Company or any one or more
Subsidiaries or other business units: revenue; cash flow; net cash provided by
operating activities; net cash provided by operating activities less net cash used in
investing activities; cost of goods sold; ratio of debt to debt plus equity; profit
before tax; gross profit; net profit; net sales; earnings before interest and taxes;
earnings before interest, taxes, depreciation and amortization; Fair Market Value of
Shares; basic earnings per share; diluted earnings per share; return on shareholder
equity; average accounts receivable (calculated by taking the average of accounts
receivable at the end of each month); return on average total capital employed; return
on net assets employed before interest and taxes; economic value added; return on
year-end equity; and/or in the case of Awards that the Committee determines will not be
considered performance-based compensation under Code Section 162(m), such other goals
as the Committee may establish in its discretion.(p)
    
    Performance Shares means the right to receive Shares to the extent the
Company or Participant achieves certain goals that the Committee establishes over a
period of time the Committee designates consisting of one or more full fiscal years of
the Company.(q)
    
    Plan means this TechTeam Global, Inc. 2004 Incentive Stock and Awards Plan,
as amended from time to time.(r)
    
    Restricted Stock means Shares that are subject to a risk of forfeiture and/or
restrictions on transfer, which may lapse upon the achievement or partial achievement
of Performance Goals during the period specified by the Committee and/or upon the
completion of a period of service, as determined by the Committee.




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(s)
    
    Section 16 Participants means Participants who are subject to the provisions
of Section 16 of the Exchange Act.(t)
    
    Share means a share of Common Stock.(u)
    
    Subsidiary means any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations (other than the last corporation
in the chain) owns stock possessing more than fifty percent (50%) of the total combined
voting power of all classes of stock in one of the other corporations in the chain.
 III. Administration
 (a)
    
    Committee Administration. The Committee has full authority to administer this
Plan, including the authority to (i) interpret the provisions of this Plan, (ii)
prescribe, amend and rescind rules and regulations relating to this Plan, (iii) correct
any defect, supply any omission, or reconcile any inconsistency in any Award or
agreement covering an Award in the manner and to the extent it deems desirable to carry
this Plan into effect, and (iv) make all other determinations necessary or advisable
for the administration of this Plan. A majority of the members of the Committee will
constitute a quorum, and a majority of the Committees members must make all
determinations of the Committee. The Committee may make any determination under this
Plan without notice or meeting of the Committee by a writing that a majority of the
Committee members have signed. All Committee determinations are final and binding.(b)
    
    Delegation to Other Committees or Officers. To the extent applicable law
permits, the Board may delegate to another committee of the Board or to one or more
officers of the Company any or all of the authority and responsibility of the
Committee. However, no such delegation is permitted with respect to Awards made to
individuals who are Section 16 Participants at the time any such delegated authority or
responsibility is exercised. The Board also may delegate to another committee of the
Board consisting entirely of non-employee directors any or all of the authority and
responsibility of the Committee with respect to individuals who are Section 16
Participants. If the Board has made such a delegation, then all references to the
Committee in this Plan include such other committee or one or more officers to the
extent of such delegation.(c)
    
    No Liability. No member of the Committee, and no officer to whom a delegation
under subsection (b) has been made, will be liable for any act done, or determination
made, by the individual in good faith with respect to the Plan or any Award. The
Company will indemnify and hold harmless such individual to the maximum extent that the
law and the Companys bylaws permit.
 IV. Eligibility
  V. Discretionary Grants Of Awards
  VI. Shares Reserved under this Plan
 (a)
    
    Plan Reserve. An aggregate of 1,200,000 Shares are reserved for issuance under
this Plan. These Shares represent the 1,000,000 Shares that were authorized for
issuance under the 1990 Non-Qualified Stock Option Plan, but that are not the subject
of any awards outstanding under such plan as of the Effective Date, and an additional
200,000 shares. Not more than 1,000,000 of the reserved Shares may be issued pursuant
to incentive stock options. The number of Shares reserved for issuance under this Plan
shall be reduced only by the number of Shares delivered in




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payment or settlement of Awards. The limitations of this subsection are subject to
adjustments as provided in Section 0.(b)
    
    Replenishment of Shares Under this Plan. If an Award lapses, expires,
terminates or is cancelled without the issuance of Shares or payment of cash under the
Award, then the Shares subject to or reserved for in respect of such Award, or the
Shares to which such Award relates, may again be used for new Awards under this Plan as
determined under subsection (a), including issuance as Restricted Stock or pursuant to
incentive stock options. If Shares are issued under any Award and the Company
subsequently reacquires them pursuant to rights reserved upon the issuance of the
Shares, or if Shares are delivered to (or withheld by) the Company in payment of the
exercise price or withholding taxes of an Award, then such Shares may be used for new
Awards under this Plan as determined under subsection (a), including issuance as
Restricted Stock, but such shares may not be issued pursuant to incentive stock
options.(c)
    
    Participant Limitations. Subject to adjustment as provided in Section 0, no
Participant may be granted Awards under this Plan that could result in such
Participant: (i) receiving in any single fiscal year of the Company Options for more
than 150,000 Shares, (ii) receiving Awards of Restricted Stock in any single fiscal
year of the Company relating to more than 25,000 Shares, and (iii) receiving
Performance Shares in any single fiscal year of the Company relating to more than
25,000 Shares. In all cases, determinations under this Section 0 should be made in a
manner that is consistent with the exemption for performance-based compensation that
Code Section 162(m) provides.
 VII. Options
 (a)
    
    Eligibility. The Committee may grant Options to any Participant it selects.
The Committee must specify whether the Option is an incentive stock option or a
nonqualified stock option, but only employees of the Company or a Subsidiary may
receive grants of incentive stock options.(b)
    
    Exercise Price. The Committee will establish the exercise price for an Option,
which may not be less than the Fair Market Value of the Shares subject to the Option as
determined on the date of grant.(c)
    
    Terms and Conditions of Options. An option will be exercisable at such times
and subject to such conditions as the Committee specifies, except that the Option must
terminate no later than 10 years after the date of grant. In all other respects, the
terms of any incentive stock option should comply with the provisions of Code section
422 except to the extent the Committee determines otherwise.
 VIII. Performance and Stock Awards
 (a)
    
    Eligibility for Performance and Stock Awards. The Committee may grant awards
of Restricted Stock or Performance Shares to Participants the Committee selects.(b)
    
    Terms and Conditions. Each award of Restricted Stock or Performance Shares may
be subject to such terms and conditions as the Committee determines appropriate,
including, without limitation, a condition that one or more Performance Goals be
achieved for the Participant to realize all or a portion of the benefit provided under
the Award. However, an award of Restricted Stock must have a restriction period of at
least one year. Notwithstanding the foregoing, the Committee may provide that the
restrictions imposed on Restricted Stock are accelerated, and that all or a portion of
the Performance Goals subject to an Award are deemed achieved, upon a Participants
death, disability or retirement.
 IX. Transferability




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X. Termination and Amendment of Plan; Amendment,
Modification or Cancellation of Awards
 (a)
    
    Term. Subject to the right of the Board to terminate the Plan pursuant to
Section 0(b), the Plan shall remain in effect until all Shares subject to it shall have
been purchased or acquired according to the Plans provisions; provided that no
incentive stock option may be issued under the Plan after the tenth (10th)
anniversary of the Plans effective date.(b)
    
    Termination and Amendment. The Board may amend, alter, suspend, discontinue or
terminate this Plan at any time, subject to the following limitations:
 (i)
    
    Shareholders must approve any amendment of this Plan if required by law
or stock exchange rules, including but not limited to: (A) the rules and/or
regulations promulgated under Section 16 of the Exchange Act, (B) the Code or any
rules promulgated thereunder, or (C) the listing requirements of the Nasdaq, New
York Stock Exchange or any principal securities exchange or market on which the
Shares are then traded; and(ii)
    
    Shareholders must approve any of the following Plan amendments: (A) an
amendment to materially increase any number of Shares specified in Section 6(a) or
6(c) (except as permitted by Section 0); (B) an amendment to shorten the
restriction periods specified in Section 8(b); or (C) an amendment pursuant to the
provisions of Section 0(e).
 (c)
    
    Amendment, Modification or Cancellation of Awards. Except as provided in
subsection (e) and subject to the requirements of this Plan, the Committee may modify
or amend any Award or waive any restrictions or conditions applicable to any Award or
the exercise of the Award, and the terms and conditions applicable to any Awards may at
any time be amended, modified or canceled by mutual agreement between the Committee and
the Participant or any other persons as may then have an interest in the Agreement, so
long as any amendment or modification does not increase the number of Shares issuable
under this Plan (except as permitted by Section 0), but the Committee need not obtain
Participant (or other interested party) consent for the cancellation of an Award
pursuant to the provisions of Section 0.(d)
    
    Survival of Committee Authority and Awards. Notwithstanding the foregoing, the
authority of the Committee to administer this Plan and modify or amend an Award may
extend beyond the date of this Plans termination. In addition, termination of this
Plan will not affect the rights of Participants with respect to Awards previously
granted to them, and all unexpired Awards will continue in force and effect after
termination of this Plan except as they may lapse or be terminated by their own terms
and conditions.(e)
    
    Repricing Prohibited. Notwithstanding anything in this Plan to the contrary,
and except for the adjustments provided in Section 0, neither the Committee nor any
other person may decrease the exercise price for any outstanding Option granted under
this Plan after the date of grant nor allow a Participant to surrender an outstanding
Option granted under this Plan to the Company as consideration for the grant of a new
Option with a lower exercise price.(f)
    
    Foreign Participation. To assure the viability of Awards granted to
Participants employed in foreign countries, the Committee may provide for such special
terms, as it may consider necessary or appropriate to accommodate differences in local
law, tax policy or custom. Moreover, the Committee may approve such supplements to, or
amendments, restatements or alternative versions of this Plan as it determines is
necessary or appropriate for such purposes. Any such amendment, restatement or
alternative versions that the Committee approves for purposes of using this Plan in a
foreign country will not affect the terms of this Plan for any other country.
 XI. Taxes




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XII. Adjustment Provisions; Change of Control
 (a)
    
    Adjustment of Shares. If the Committee determines that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or
other securities of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company, or other similar corporate transaction or
event affects the Shares such that the Committee determines an adjustment to be
appropriate to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under this Plan, then, subject to Participants rights
under subsection (c), the Committee may, in such manner as it may deem equitable,
adjust any or all of (i) the number and type of Shares subject to this Plan (including
the number and type of Shares that may be granted as Restricted Stock or issued
pursuant to incentive stock options, or that may be granted to a Participant in any
fiscal year, and which may after the event be made the subject of Awards under this
Plan, (ii) the number and type of Shares subject to outstanding Awards, and (iii) the
grant, purchase, or exercise price with respect to any Award. In any such case, the
Committee may also make provision for a cash payment in an amount determined by the
Committee to the holder of an outstanding Award in exchange for the cancellation of all
or a portion of the Award (without the consent of the holder of an Award) effective at
such time as the Committee specifies (which may be the time such transaction or event
is effective), but if such transaction or event constitutes a Change of Control, then
(A) such payment shall be at least as favorable to the holder as the greatest amount
the holder could have received in respect of such Award under subsection (c) and (B)
from and after the Change of Control, the Committee may make such a provision only if
the Committee determines that doing so is necessary to substitute, for each Share then
subject to an Award, the number and kind of shares of stock, other securities, cash or
other property to which holders of Common Stock are or will be entitled in respect of
each Share pursuant to the transaction or event in accordance with the last sentence of
this subsection (a). However, in each case, with respect to Awards of incentive stock
options, no such adjustment may be authorized to the extent that such authority would
cause this Plan to violate Code section 422(b). Further, the number of Shares subject
to any Award payable or denominated in Shares must always be a whole number. Without
limitation, subject to Participants rights under subsection (c), in the event of any
reorganization, merger, consolidation, combination or other similar corporate
transaction or event, whether or not constituting a Change of Control, other than any
such transaction in which the Company is the continuing corporation and in which the
outstanding Common Stock is not being converted into or exchanged for different
securities, cash or other property, or any combination thereof, the Committee may
substitute, on an equitable basis as the Committee determines, for each Share then
subject to an Award, the number and kind of shares of stock, other securities, cash or
other property to which holders of Common Stock are or will be entitled in respect of
each Share pursuant to the transaction.(b)
    
    Issuance or Assumption. Notwithstanding any other provision of this Plan, and
without affecting the number of Shares otherwise reserved or available under this Plan,
in connection with any merger, consolidation, acquisition of property or stock, or
reorganization, the Committee may authorize the issuance or assumption of awards upon
such terms and conditions as it may deem appropriate.(c)
    
    Change of Control. Except to the extent the Committee provides a result more
favorable to holders of Awards, in the event of a Change of Control:
 (i.)
    
    each holder of an Option (A) shall have the right at any time
thereafter to exercise the Option in full whether or not the Option was theretofore
exercisable; and (B) shall have the right, exercisable by written notice to the
Company within 60 days after the Change of Control, to receive, in exchange for the
surrender of the Option, an amount of cash equal to the excess




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of the Change of Control Price (if such surrender occurs on the date of the Change of
Control) or the Fair Market Value of a Share on the date of surrender (if such
surrender occurs after the date of the Change of Control) of the Shares covered by
the Option that is so surrendered over the purchase or grant price of such Shares
under the Award;(ii.)
    
    Restricted Stock that is not then vested shall vest upon the date of
the Change of Control and each holder of such Restricted Stock shall have the
right, exercisable by written notice to the Company within 60 days after the Change
of Control, to receive, in exchange for the surrender of such Restricted Stock, an
amount of cash equal to the Change of Control Price of such Restricted Stock;(iii.)
    
    each holder of a Performance Share for which the performance period has not
expired shall have the right, exercisable by written notice to the Company within
60 days after the Change of Control, to receive, in exchange for the surrender of
the Performance Share, an amount of cash equal to the product of the value of the
Performance Share and a fraction the numerator of which is the number of whole
months which have elapsed from the beginning of the performance period to the date
of the Change of Control and the denominator of which is the number of whole months
in the performance period;(iv.)
    
    each holder of a Performance Share that has been earned but not yet
paid shall receive an amount of cash equal to the value of the Performance Share.
  XIII. Miscellaneous
 (a)
    
    Other Terms and Conditions. The grant of any Award under this Plan may also be
subject to other provisions (whether or not applicable to the Award awarded to any
other Participant) as the Committee determines appropriate, including, without
limitation, provisions for:
 (i)
    
    the payment of the purchase price of Options by delivery of cash or
other Shares or other securities of the Company (including by attestation) having a
then Fair Market Value equal to the purchase price of such Shares, or by delivery
(including by fax) to the Company or its designated agent, of an executed
irrevocable option exercise form together with irrevocable instructions to a
broker-dealer to sell or margin a sufficient portion of the Shares and deliver the
sale or margin loan proceeds directly to the Company to pay for the exercise price;(ii)
    
    provisions giving the Participant the right to receive dividend
payments or dividend equivalent payments with respect to the Shares subject to the
Award (both before and after the Shares subject to the Award are earned, vested or
acquired), which payments may be either made currently or credited to an account
for the Participant, and may be settled in cash or Shares, as the Committee
determines;(iii)
    
    restrictions on resale or other disposition; and(iv)
    
    compliance with federal or state securities laws and stock exchange
requirements.
 (b)
    
    No Fractional Shares. No fractional Shares or other securities may be issued
or delivered pursuant to this Plan, and the Committee may determine whether cash, other
securities or other property will be paid or transferred in lieu of any fractional
Shares or other securities, or whether such fractional Shares or other securities or
any rights to fractional Shares or other securities will be canceled, terminated or
otherwise eliminated.(c)
    
    Unfunded Plan. This Plan is unfunded and does not create, and should not be
construed to create, a trust or separate fund with respect to this Plans benefits.
This Plan does not establish any fiduciary relationship between the Company and any
Participant. To the extent any person holds any rights by virtue of an Award granted
under this Plan, such rights are no greater than the rights of the Companys general
unsecured creditors.(d)
    
    Requirements of Law. The granting of Awards under this Plan and the issuance
of Shares in connection with an Award are subject to all applicable laws, rules and
regulations and to such




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approvals by any governmental agencies or national securities exchanges as may be
required. Notwithstanding any other provision of this Plan or any award agreement, the
Company has no liability to deliver any Shares under this Plan or make any payment
unless such delivery or payment would comply with all applicable laws and the applicable
requirements of any securities exchange or similar entity.(e)
    
    Governing Law. This Plan, and all agreements under this Plan, should be
construed in accordance with and governed by the laws of the State of Michigan, without
reference to any conflict of law principles, except for corporate law matters which are
governed by the laws of the State of Delaware. Any legal action or proceeding with
respect to this Plan, any Award or any award agreement, or for recognition and
enforcement of any judgment in respect of this Plan, any Award or any award agreement,
may only be brought and determined in a court sitting in the County of Oakland, or the
Federal District Court for the Eastern District of Michigan in the State of Michigan.(f)
    
    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 wherever any words are used in the singular or plural, they shall be
construed as though they were used in the plural or singular, as the case may be, in
all cases where they would so apply. Title of sections are for general information
only, and the Plan is not to be construed with reference to such titles.(g)
    
    Severability. If any provision of this Plan or any award agreement or any
Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction, or as to any person or Award, or (ii) would disqualify this Plan, any
award agreement or any Award under any law the Committee deems applicable, then such
provision should be construed or deemed amended to conform to applicable laws, or if it
cannot be so construed or deemed amended without, in the determination of the
Committee, materially altering the intent of this Plan, award agreement or Award, then
such provision should be stricken as to such jurisdiction, person or Award, and the
remainder of this Plan, such award agreement and such Award will remain in full force
and effect.