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AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT

NonCompetition Agreement

AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT | Document Parties: TECHTEAM GLOBAL INC You are currently viewing:
This NonCompetition Agreement involves

TECHTEAM GLOBAL INC

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Title: AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT
Date: 11/7/2007
Industry: Computer Services     Sector: Technology

AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT, Parties: techteam global inc
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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:
  1.   Executive agrees to cooperate and assist in the search process.
 
  2.   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.
 
  3.   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.
 
  4.   Thereafter, in consideration for his continuing performance of assigned duties and entry into the release set forth in Exhibit B:
  a.   Executive will continue to receive his Base Salary, in accordance with Paragraph 2(b)(i) of the Employment Agreement, through February 15, 2009;
  b.   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

 


 
      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
 
  c.   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.
  5.   Executive and Company will fully cooperate in notifying TechTeam employees, investors, analysts, press and applicable government agencies about this mutual decision.
 
  6.   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.
 
  7.   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:
  1.   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
 
  2.   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.”
  8.   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.
 
  9.   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.
 
  10.   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.
 
  11.   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.
 
  12.   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.
 
  13.   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.
 
  14.   This Amendment is binding on and shall inure to the benefits of the parties their heirs, officers, directors, employees, representatives, shareholders, successors, and assigns.
 
  15.   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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  16.   The laws of the State of Michigan govern the interpretation, construction, and application of this Amendment, except if applicable federal law provides differently.
                 
TechTeam Global, Inc.   William C. Brown, Executive    
 
               
By:   /s/ Alok Mohan   / s/ William C. Brown    
             
 
               
Its:
  Chairman   Date:   November 2, 2007    
 
               
 
               
Date:
  November 2, 2007            
 
               

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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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