Exhibit 10.31
TECHTEAM GLOBAL, INC.
NON-EMPLOYEE DIRECTORS
DEFERRED COMPENSATION PLAN
Effective June 1, 2007
1.
Purpose . The purpose of the Techteam Global, Inc.
Non-Employee Directors Deferred Compensation Plan (the
“Plan”) is to enable directors of Techteam Global, Inc.
(the “Company”) who are not also employees of the
Company to defer the receipt of certain compensation earned in
their capacity as directors of the Company.
2.
Effective Date . The Plan is effective June 1, 2007.
The Plan is intended to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”).
3.
Eligibility . Directors of the Company who are not also
employees of the Company or any of its subsidiaries
(“Directors”) are eligible to elect to participate in
the Plan.
4.
Administration . The Plan shall be administered by the
Compensation Committee of the Board (the “Committee”).
The Committee shall have the authority to adopt rules and
regulations for carrying out the Plan’s intent and to
interpret, construe and implement the provisions thereof.
Determinations made by the Committee with respect to the Plan shall
be final and binding on all persons, including but not limited to
the Company, each Director participating in the Plan and such
Director’s beneficiaries. The Committee may delegate its
administrative authority hereunder to one or more employees of the
Company, or a committee made up of such employees, and the term
“Committee” herein shall mean such delegee to the
extent of such delegation.
5.
Deferral of Fees . A Director may elect to defer under the
Plan all or a portion of the amounts to be paid to him or her for
service as a member of the Board, including monthly retainer, Board
and committee meeting fees (but excluding any payment or
reimbursement with respect to a Director’s expenses arising
from his or her service as a member of the Board) that would
otherwise be payable in cash or in shares of the Company’s
common stock (“Company Stock”) in accordance with the
Company’s director compensation policies as in effect from
time to time (such compensation, collectively, “Director
Fees”). In order to defer Director Fees, the Director must
file a deferral election with the Company in such form, and in such
manner, as the Company shall determine, subject to the
following:
(a) Except as provided in subsection
(b) below, a deferral election must be made during the
election period established by the Company, which election
period shall
end no later December 31 preceding the calendar year in which
the Director Fees would otherwise be earned.
(b) If a Director first becomes
eligible to participate after the first day of a calendar year, he
or she must file a deferral election within thirty (30) days
after the date on which he or she first became eligible. Such
deferral election shall only apply to Director Fees earned after
the date on which the deferral election is filed with the
Company.
(c) Once a Director has elected to
defer his or her Director Fees, the election may not be revoked and
shall continue in force for the remainder of the Director’s
service as a member of the Board; provided, however, that a
Director may, prior to the beginning of a calendar year and in
accordance with such rules as are established by the Company,
revoke or modify his or her deferral election with respect to the
entirety of such calendar year.
6.
Form of Deferral; Investment Options . The Company shall
establish a separate deferred compensation account (an
“Account”) on its books in the name of each Director
who has elected to participate in the Plan. The amount deferred
shall be credited to the Director’s Account on the date the
amount would have otherwise been paid to the Director (the
“Deferral Date”).
(a) All
cash deferred into the Plan will be deemed invested in the
investment options (as made available by the Committee from time to
time, which investment options shall include Company Stock units)
selected by the Director. Deferrals of Company Stock shall be
automatically deemed invested in Company Stock units.
(b) A
Director may make an initial investment election at the time of
enrollment in the Plan in whole increments of five percent (5%). A
Director may also elect to reallocate his or her Account, and may
elect to allocate any future cash deferrals, among the various
investment options in whole increments of five percent (5%) from
time to time as prescribed by the Committee; provided that
deferrals of Company Stock may not be re-allocated out of Company
Stock units. Such investment elections shall remain in effect until
changed by the Director. All investment elections shall become
effective as soon as practicable after receipt of such election by
the Company, and must be made in the form and manner and within
such time periods as the Company prescribes in order to be
effective. In the absence of an effective election, the
Director’s cash deferrals shall be deemed invested in Company
Stock units.
(c) The
number of Company Stock units credited to a Director’s
Account as of each Deferral Date shall equal (i) the number of
shares of Company Stock being deferred, or (ii) if cash is
being deferred into Company Stock units, the number calculated by
dividing by the amount so defe
