EMPLOYMENT AGREEMENT
RELATING TO CHANGE OF CONTROL
EMPLOYMENT
AGREEMENT RELATING TO CHANGE OF CONTROL (the
“Agreement”) by and between TechTeam Global, Inc., a
Delaware corporation (the “Company”) and
(the “Executive”) dated as of the ___ day of
.
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 after 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:
(a) The
“ Effective Date ” shall mean the date on which
a Change of Control occurs. Anything in this Agreement to the
contrary notwithstanding, 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 ” of the Company shall
mean:
(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.
(c)
Change Period . The “Change Period” shall be the
period commencing on the Effective Date and ending on the first
anniversary of such date.
(d) “
Code ” shall mean the Internal Revenue Code of 1986,
as amended. Any reference to a specific provision of the Code shall
be deemed to include any successor provision thereto and the
regulations promulgated thereunder.
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(e) “
Separation from Service ” shall having the meaning
given in Code Section 409A, applying the default rules
thereof.
(f) “
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.
(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 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
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 Company in the twelve-month period
immediately preceding the month in which the Effective Date occurs.
During the Change Period, Executive shall be eligible to
participate in any bonus program in force on the Effective Date, or
otherwise adopted by the Company, and shall be entitled to
participate in all savings and retirement plans, practices,
policies and programs applicable generally to other peer executives
of the Company. Executive and/or the Executive’s family, as
the case may be, shall be eligible for participation in and shall
receive all benefits under welfare benefit plans, practices,
policies and programs provided by the Company (including, without
limitation, medical, prescription, dental, disability, salary
continuance, employee life, group life, accidental death and travel
accident insurance plans and programs).
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 Company
provides Executive of notice of its determination of Disability.
For purposes of this Agreement, “Disability” shall mean
the absence of the Executive from the Executive’s duties with
the 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 Company or its insurers and acceptable to the Executive or
the Executive’s legal representative (such agreement as to
acceptability not to be withheld unreasonably).
(b)
Cause . The Company may terminate the Executive’s
employment during the Change Period for Cause. For purposes of this
Agreement, “ Cause ” means any of the following:
(i) Eligible Employee’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) Eligible Employee’s
continued failure to substantially perform the Eligible
Employee’s duties, or any other intentional action or
omission by Eligible Employee that is injurious to the Company; or
(iii) any
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material breach
of any employee handbook of the Company by the Eligible Employee,
which breach is not remedied within fourteen (14) days after
written notice thereof.
(c)
Good Reason . The Executive’s employment may be
terminated during the Change Period by the Executive for Good
Reason. For purposes of this Agreement, “Good Reason”
shall mean the occurrence of any of the following without the
written consent of the Executive:
(i) the
assignment to the Executive of any duties inconsistent in any
respect with the Executive’s position, authority, duties or
responsibilities prior to the Change of Control, or any other
action by the Company (or its successor) which results in a
material 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;
or
(ii) the
Company’s requiring the Executive to be based at any office
or location other than in [Executive’s Home Location], except
for any short-term assignment (under three (3) months) where
the Company pays all travel or temporary relocation costs incurred
by the Executive; or
(iii) any
failure by the Company to comply with and satisfy
Section 8(c), or any failure by any successor to assume and
offer to perform this Agreement in accordance with Section 8(c)
provided that such successor has received at least ten days prior
written notice from the Company or the Executive of the
requirements of Section 9(c).
(d)
Notice of Termination . Any termination by the Company for
Cause, or by the Executive for Good Reason, shall be communicated
by Notice of Termination to the other party hereto given in
accordance with Section 9(b). For purposes of this Agreement,
a “Notice of Termination” means a written notice which
(i) indicates the specific termination provision in this
Agreement relied upon, and (ii) to the extent practicable,
sets forth in reasonable detail the facts and circumstances relied
upon to form Executive’s basis for termination of employment
under the operative provisions. The Company and the Executive are
not precluded from asserting any other fact or circumstance in
enforcing the Executive’s or the Company’s rights under
this Agreement.
In
addition, if the Executive is resigning for Good Reason, the Notice
of Termination must be provided to the Company within ninety
(90) days of the existence of the condition that constitutes
Good Reason and must provide the Company (or the successor in case
of Section 3(c)(iii)) a period of thirty (30) days to
remedy the condition that constitutes Good Reason. If the Company
(or successor) 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 for other than Good
Reason.
(e)
Termination Date . “Termination Date” means
(i) if the Executive’s emp
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