TECHTEAM GLOBAL, INC.
OPTION AGREEMENT
THIS AGREEMENT is entered into by and between TechTeam
Global, Inc., a Delaware corporation (the “Company”),
and Gary J. Cotshott (the “Executive”), effective as of
February 11, 2008 (“Effective Date”).
WHEREAS , on February 11, 2008, the Company and the
Executive entered into that certain Employment and Noncompetition
Agreement (the “Employment Agreement”);
WHEREAS , pursuant to Section 2(b)(ii)(a), the Company
granted the Executive a stock option to purchase 300,000 shares of
the Company’s common stock, subject to the terms and
conditions set forth in the Employment Agreement and the
Company’s 2006 Incentive Stock and Awards Plan;
and
WHEREAS , the Company and the Executive desire to further
memorialize the terms and conditions of such equity awards in this
Agreement.
Section 1.1.
Definitions . Capitalized terms used in this Agreement have
the following meanings:
(a)
“Board” means the Board of Directors of the
Company.
(b)
“Cause” shall have the meaning ascribed in Section 3(c)
of the Employment Agreement.
(c)
“Committee” means the Compensation Committee of the
Board (or such successor committee with the same or similar
authority).
(d)
“Company” means TechTeam Global, Inc., a Delaware
corporation, or any successor thereto.
(e)
“Disability” shall have the meaning ascribed in Section
3(b) of the Employment Agreement.
(f)
“Good Reason” shall have the meaning ascribed in
Section 3(e) of the Employment Agreement.
(g)
“Plan” means the Techteam Global, Inc. 2006 Incentive
Stock and Awards Plan, as it may be amended from time to time, or
any successor plan thereto.
(h)
“Share” means a share of common stock of the
Company.
Section 1.2.
Other Defined Terms . Capitalized terms used herein but not
defined shall have the meaning ascribed to such terms in the
Plan.
ARTICLE II. AWARD OF STOCK
OPTIONS
Section 2.1.
Grant . The Executive is hereby granted an option (the
“Option”) to purchase 300,000 Shares (the “Option
Shares”). The Option is a non-qualified stock
option.
Section 2.2.
Exercise Price per Share . The Exercise Price is $7.99.
“Exercise Price” means the price per Share to be paid
by the Executive to exercise the Option.
Section 2.3.
Termination Date . The Option shall terminate upon the
earlier to occur of the close of business at the Company’s
headquarters on the tenth (10th) anniversary of the Effective Date
or twelve (12) months after the Executive’s employment
with the Company is terminated.
Section 2.4.
Vesting Schedule . The Option shall vest in 16 equal
installments at the end of each calendar quarter, beginning with
the calendar quarter ending March 31, 2008. Notwithstanding
the foregoing, in the event the Executive’s employment is
terminated by the Company without Cause or the Executive resigns
for Good Reason, the portion of the Option that is scheduled to
vest within one (1) year after the date of such termination
shall vest immediately. In the event the Executive’s
employment is terminated by reason of death or Disability, the
Option shall vest in full on the date of such termination. The
portion of the Option that is not vested as of the date of the
Executive’s termination of employment from the Company shall
be forfeited immediately on the date of such
termination.
Section 2.5.
Manner of Exercise . The Executive may exercise the Option,
to the extent vested, at any time prior to the date the Option
expires or terminates. To exercise the Option, the Executive must
provide a properly completed Notice of Exercise Form to the
Assistant Controller of Company, specifying how many Option Shares
the Executive wishes to purchase. If someone else wants to exercise
the Option after the Executive’s death, that person must
contact the General Counsel of the Company and prove to the
Company’s satisfaction that he or she is entitled to do so.
The Executive’s ability to exercise the Option may be
restricted by the Company if required by applicable law.
Section 2.6.
Transferability of Option . The Executive may not transfer
or assign the Option for any reason, other than under the
Executive’s will or as required by intestate laws. Any
attempted transfer or assignment will be null and void.
Section 2.7.
Repricing Prohibited . Notwithstanding anything in this
Agreement to the contrary, and except for the adjustments provided
in Section 3.4, neither the Committee nor any other person may
decrease the exercise price for the
2
Option after
the Effective Date nor allow the Executive to surrender the Option
to the Company as consideration for the grant of a new option with
a lower exercise price.
Section 2.8.
Rights as a Shareholder . The Executive (or any other
individual with an interest in the Option) shall have no rights as
a shareholder of the Company with respect to
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