Exhibit 99.2
AMENDMENT TO EMPLOYMENT AND NONCOMPETION
AGREEMENT
This Amendment to Employment and
Noncompetition Agreement (“Amendment”) is made this 2
nd day
of November, 2007, by and between William C. Brown
(“Executive”) and TechTeam Global, Inc.
(“Company” or “TechTeam”).
WHEREAS, Executive and Company
entered into an Employment and Noncompetition Agreement
(“Employment Agreement”) on or about February 3,
2006 (attached hereto as Exhibit A);
WHEREAS, Executive and Company have
made a mutual decision that the Executive’s employment with
Company will end upon the expiration of the Employment
Agreement;
WHEREAS, The Board of Directors
(“Board”) intends to commence a search for a new
President and Chief Executive Officer using the services of a
professional search firm; and
WHEREAS, the parties wish to enter
into this Amendment reflecting their amicable resolution of all
matters in relation to the end of Executive’s
employment;
NOW, THEREFORE, in consideration of
the foregoing and the mutual promises contained in this Amendment,
Executive and Company agree as follows:
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Executive agrees to cooperate and assist in the search
process. |
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Executive will continue to function as President and Chief
Executive Officer (collectively referred to as “CEO”)
in accordance with the terms of the Employment Agreement until such
time as the Board appoints a new CEO. On the date that the new CEO
becomes an employee of Company (“Resignation Date”),
Executive will submit his written resignation as CEO
(“Resignation”) to the Chairman of the Board. |
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Following his Resignation from his position as CEO, Executive
will assist Company and the new CEO in the transition, and he will
undertake appropriate duties as may be assigned to him from time to
time by the Chairman of the Board, including but not limited to
customer acquisition strategy and solution assessments, Business
Unit project reviews and recommendations, executive personnel
assessments and general consultative initiatives. |
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Thereafter, in consideration for his continuing performance of
assigned duties and entry into the release set forth in
Exhibit B: |
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Executive will continue to receive his Base Salary, in
accordance with Paragraph 2(b)(i) of the Employment Agreement,
through February 15, 2009; |
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Executive’s equity grants set forth in Paragraphs
2(b)(iii) and (iv) of the Employment Agreement, and all other
equity awards (including but not limited to the LTIP restricted
stock award granted for fiscal year 2007) that have been granted to
Executive during the Employment Period (as such term |
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is defined under the Employment Agreement) shall remain in
effect and shall be modified in the following way: (a) all
unvested equity grants as of the Resignation Date shall become
immediately vested on the Resignation Date, and (b) Executive
will have until February 15, 2010 to exercise any and all
rights he may have to the stock options; and |
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Executive’s bonus for fiscal year 2007 will be processed
in accordance with the terms of the Annual Incentive Plan. For
fiscal year 2008, Executive will be eligible for a cash bonus in an
amount set in the discretion of the Board, but which shall be not
less than $75,000. |
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Executive and Company will fully cooperate in notifying
TechTeam employees, investors, analysts, press and applicable
government agencies about this mutual decision. |
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If following the Resignation Date the Executive shall cease to
be eligible to participate in the Company’s Savings and
Retirement Plans or Welfare and Benefits Plans as set forth in
Paragraphs 2(b) (vi) and (vii) of the Employment
Agreement, such benefits shall cease in accordance with the terms
of those plans. At the time Executive is no longer eligible for
medical insurance coverage, Executive will be provided with notice
of his rights under COBRA, and Company will pay the applicable
COBRA premium for Executive for 18 months, or until Executive
becomes qualified for subsequent coverage, whichever occurs
first. |
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Company and Executive agree Subsection 4(b) of the Employment
Agreement is modified to read as follows: |
“Executive agrees not to utilize his knowledge of the
business of Company or his relationships with investors, suppliers,
customers, clients, or financial institutions to compete with
Company in any business the same as, or similar to, the business
conducted by Company while he is an employee of Company. Executive
agrees to not:
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Work for, consult with, provide any services to or provide any
information to any firm or entity or person that competes with, or
engages in, or carries on any aspect of Company’s primary
service lines in competition with Company until the earliest of
(i) the end of the one (1) year period immediately
following the Resignation Date, (ii) the end of the one
(1) year period immediately following the termination of
Executive’s employment with Company or
(iii) July 31, 2009; and |
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Directly or indirectly, assist, promote or encourage any
employees or clients of Company to terminate or discontinue their
relationship with Company during the two (2) year period
immediately following the termination of Executive’s
employment with Company.” |
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The financial obligations, as set forth herein, shall remain in
effect until February 15, 2009, unless Executive materially
breaches the terms of the Employment Agreement or the terms of this
Amendment. In case of such material breach, Company shall notify
Executive in writing of such breach and provide a reasonable time
under the circumstances for Executive to cure such breach. The
termination of Executive’s employment with the Company by
Executive at any time |
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following the Resignation Date shall not be a breach of the
Employment Agreement by Executive. |
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Executive shall remain on the Board as a Director for his
current appointed term, ending May 21, 2008. Executive will be
considered as a potential nominee to be a Director for the
subsequent term. |
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Company shall indemnify Executive and hold him fully harmless,
to the maximum extent set forth in the Company’s Bylaws,
against all costs, charges and expenses (including attorneys’
fees) incurred or sustained by him in connection with any action,
suit or proceeding to which he may be made a party, brought by any
member of or investor in Company and/or its subsidiaries or
affiliates directly or derivatively or by any third party by reason
of any act or omission by him as an officer, director, employee,
agent, representative or otherwise of Company, its subsidiaries or
affiliates; provided that in no event will this indemnification
apply to any act of willful misconduct or gross negligence. |
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Company agrees that it will take any and all necessary action,
or refrain from taking any action, so that all compensation and
benefits paid or provided to Executive by Company will fully
conform and comply with Internal Revenue Code Section 409A
(“Section 409A”) so that Executive will never to
subject to tax under Section 409A. |
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In exchange for the consideration set forth in this Amendment,
at the time of his Resignation, Executive agrees to execute the
release attached here to as Exhibit B. |
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13. |
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This Employment Agreement as revised by this Amendment
constitutes the entire agreement between Executive and Company 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 these terms. Any
further modification to the Employment Agreement or this Amendment
must be made in writing and signed by Executive and a duly
authorized representative of Company and must specifically refer to
and expressly change the Employment Agreement or this
Amendment. |
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This Amendment is binding on and shall inure to the benefits of
the parties their heirs, officers, directors, employees,
representatives, shareholders, successors, and assigns. |
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If any provision of this Amendment is ruled to be invalid,
unenforceable, or illegal, Company and Executive agree that the
rest of this Amendment will remain enforceable and that the
Amendment will be construed as if it never contained the invalid,
unenforceable, or illegal provision. |
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The laws of the State of Michigan govern the interpretation,
construction, and application of this Amendment, except if
applicable federal law provides differently. |
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| TechTeam Global,
Inc. |
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William C. Brown,
Executive |
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| By: |
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/s/ Alok Mohan |
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/ s/ William C.
Brown |
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Its:
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Chairman |
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Date: |
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November 2, 2007 |
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Date:
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November 2, 2007 |
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4
EXHIBIT A
EMPLOYMENT AND NONCOMPETITION AGREEMENT
THIS
AGREEMENT is entered into by and between TechTeam Global, Inc. (the
“Company”), and William C. (“Chris”) Brown
(the “Executive”), effective as of February 3,
2006.
1. Employment Period. The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to remain in the employ
of the Company subject to the terms and conditions of this
Agreement, for the period commencing on February 16, 2006 (the
“Commencement Date”) and ending on February 15,
2009, unless earlier terminated as provided herein (the
“Employment Period”).
2.
Terms of Employment.
a)
Position and Duties.
(i) During the Employment Period, the Executive shall serve as
Company’s President and Chief Executive Officer or in any
other capacity assigned to him by the Board of Directors
(“the Board”). Executive shall report to the Chairman
of the Board.
(ii) During the Employment Period, Executive agrees to devote
his full attention and time to the business and affairs of the
Company and to use the Executive’s best efforts to:
(A) perform such responsibilities in a professional manner,
(B) promote the interests of the Company and its subsidiaries,
(C) discharge the executive and administrative duties, not
inconsistent with his position, as may be reasonably assigned to
him by the Board, and (D) serve, without additional
compensation, as a director of the Company if elected.
(iii) At all times, Executive agrees that he has read and will
abide by, any employee handbook, policy, or practice that the
Company has or adopts with respect to its employees generally,
except as modified by this Agreement.
b)
Compensation.
(i) Base Salary. During the Employment Period, the Executive
shall receive an annual base salary (“Annual Base
Salary”) of $384,000.00. The Annual Base Salary may be
revised from time to time. The Annual Base Salary shall be paid in
accordance with the Company’s normal payroll practices for
senior executives subject only to such payroll and withholding
deductions as are required by law.
(ii) Signing Bonus. The Executive will be paid a one time
signing bonus in the amount of $125,000.00 upon assumption of his
duties. In the event Executive’s employment is terminated by
the Company for cause (as defined in paragraph 3(c) herein) within
the first year of the Executive’s employment or the Executive
chooses to terminate his employment without cause (pursuant to
paragraph 3(d) herein) within the first year of Executive’s
employment, then Executive will be obligated to return to the
Company the $125,000 signing bonus.
(iii) Stock Options. Executive will be granted 125,000 options
at market price. The option price will be market price at close on
the date Executive executes this Agreement. These options shall
vest as follows: 50,000 shares shall vest immediately upon grant;
40,000 shares shall vest after one year of employment; and 35,000
shares shall vest after two years of employment. In the event
Executive’s employment terminates other than for cause by the
Company pursuant to paragraph
3(c), all options shall immediately vest. The options shall have a
ten (10) year exercise period from the date they are granted,
and shall be subject to the terms and conditions of the
Company’s Incentive Stock and Awards Plan.
(iv) Restricted Shares. Executive will be issued 25,000
restricted shares upon assumption of his duties, to vest at the
rate of 25% per year.
(v) Annual Incentive Plan and Long Term Incentive Plan. The
Executive will participate in the Company’s Annual Incentive
Plan and Long Term Incentive Plan. The Executive shall be entitled
to any bonuses awarded pursuant to the provisions of such plans,
and will be guaranteed a minimum bonus of $185,000.00 under the
Annual Incentive Plan for fiscal year 2006..
(vi) Savings and Retirement Plans. During the Employment
Period, the Executive shall be eligible to participate in all
savings and retirement plans, practices, policies and programs to
the extent applicable generally to other executives of the Company
in accordance with the provisions of those plans.
(vii) Welfare and Other Benefits Plans. During the Employment
Period, the Executive and the Executive’s eligible family
members shall be entitled to participate in all benefit and
executive perquisites under welfare, fringe and other similar
benefit plans, practices, policies and programs which may be
provided by the Company (including, without limitation, medical,
prescription, dental, disability, employee life, group life,
accidental death and travel accident insura
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