EXHIBIT 10.1
EMPLOYMENT AND NONCOMPETITION AGREEMENT
THIS AGREEMENT is entered into by and between TechTeam Global, Inc. (the
"Company"), and Robert W. Gumber. (the "Executive"), effective as of October 1,
2005.
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 October 1, 2005 (the "Commencement Date") and ending
when 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 Vice President of Operations, EMEA, and shall
reside in Belgium on an expatriate assignment. Executive
shall report to the Chief Operating Officer (the "COO").
(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 President and/or COO.
(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 $225,000.00. 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) Annual Incentive Plan. The Executive will participate in the
Company's Annual Incentive Plan. The Executive shall be
entitled to any bonuses pursuant to such plans. In the event
that the Employment Period ends prior to the payment of the
bonuses under this plan and the Executive is not terminated
for cause, any requirement that the Executive be employed by
the Company at the time the bonus is paid shall be
satisfied.
(iii) 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.
(iv) 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 insurance plans and programs) to the extent
applicable generally to other executives of the Company.
(v) Expenses. During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all
reasonable business expenses incurred and submitted by the
Executive in accordance with the policies of the Company.
(vi) Expatriate Compensation and Benefits. During the Employment
Period, the Executive shall receive additional taxable
compensation in the amount of $5,000 per month to pay for
expenses that may occur as a result of the Assignment. The
Company will provide Executive with tax preparation
services, and pay Executive's foreign taxes and tax
liabilities over what the Executive would normally have paid
had he not been on the Assignment and for 2 tax years after
the completion of the Assignment. The Company shall
reimburse Executive for a maximum of two roundtrip coach
airfare tickets for Executive's spouse per fiscal quarter.
The Company will pay for reasonable shipments of Executive's
personal effects between the U.S. and Europe at the start
and end of the Assignment, with COO approval. The Company
will provide Executive with a corporate apartment, including
phone and utilities; total housing expenses shall not exceed
4,000 euros per month. The Company will continue to
2
provide Executive with a vehicle consistent with the Belgium
car policy and his spouse will be provided a Ford Focus.
3. Termination of Employment.
The Executive's employment may be terminated upon the occurrence of
any event set forth below.
a) Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment
Period. If the Company determines in good faith that the
Disability (as defined below) of the Executive has occurred
during the Employment Period, it may give to the Executive
written notice of its intention to terminate the Executive's
employment. In such event, the Executive's employment with the
Company shall terminate effective on the thirtieth day after
receipt of such notice by the Executive. For purposes of this
Agreement, "Disability" shall mean the Executive's inability to
perform his normal duties for the Company for three months or
more during any twelve-month period.
b) Cause. Until December 31, 2006, the Company may terminate the
Executive's employment only for "Cause." For purposes of this
Agreement, "Cause" shall mean:
(i) any material breach of this Agreement by the Executive,
which breach is not remedied within thirty (30) days after
written notice thereof, specifying the nature of such breach
in reasonable detail, is given by the COO to the Executive,
(ii) Executive's conviction of a felony or other crime involving
moral turpitude, any act or omission by the Executive during
the Employment Period involving willful malfeasance or gross
negligence in the performance of his duties hereunder,
and/or
(iii) Executive's failure to follow the reasonable instructions
given in good faith by the President and/or COO, which
failure is not remedied within thirty (30) days after
written notice thereof specifying the details of such
conduct is given by the Company to the Executive.
(vi) Purchase of a majority of Company's stock or acquisition of
the Company through merger or otherwise.
c) By Executive. After November 1, 2006, this Agreement may be
3
terminated by the Executive, upon sixty (60) days prior notice to
the Company. In such event, the effective date of termination
shall be the date set forth in such notice.
d) Without Cause. After December 31, 2006, this Agreement may be
terminated by the Company, without Cause, upon sixty (60) days
prior notice to the Executive. In such event, the effective date
of termination shall be the date set forth in such notice. If the
Executive is terminated by the Company without cause prior to
December 31, 2006, the Executive will be entitled to his pay and
benefits as set forth herein through December 31, 2006.
e) Notice of Termination. Any termination by the Company or by the
Executive shall be communicated by Notice of Termination to the
other party. A "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth
in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment
under the provision so indicated and (iii) if the Date of
Termination is other than the date of receipt of such notice,
specifies the termination date.
f) Date of Termination. "Date of Termination" or "Termination Date"
means the effective date of termination determined in accordance
with the provisions of this Paragraph 3.
4. Confidential Information; Noncompetition.
a) The Executive shall hold in a fiduciary capacity for the benefit
of the Company all secret or confidential information, knowledge
or data relating to the Company or any of its affiliated
companies, and their respective businesses, which shall have been
obtained by the Executive during the Executive's employment by
the company or any of its affiliated companies and which shall
not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of
this Agreement). After termination of the Executive's employment
with the Company, the Executive shall not, without the prior
written consent of the Company or as many otherwise be required
by law or legal process (provided the Company has been given
notice of and opportunity to challenge or limit the scope of
disclosure purportedly so required), communicate or divulge any
such information, knowledge or data to anyone other than the
Company and those designated by it.
b) Executive agrees not to utilize his knowledge of the business of
the
4
Company or his relationships with investors, suppliers,
customers, clients, or financial institutions to compete with the
Company in any business the same as, or similar to, the business
conducted by the Company during the term of this Agreement.
Executive agrees that he will not:
1. Executive agrees not to work for, consult with, provide
any services to or provide any information to any firm
or entity or person which competes with, or is engages
in, or carries on any aspect of the Company's business
services in competition with the Company within a two
(2) year period following his termination from the
Company; and
2. Executive shall not directly or indirectly, assist,
promote or encourage any employees or clients of the
Company to terminate or discontinue their relationship
with the Company for at least a two (2 ) year period
beginning on the Date of Termination.
c) Executive acknowledges that his services hereunder are of a
special, unique, and intellectual character and his position with
the Company places him in a position of confidence and trust with
customers, suppliers, and employees of the Company. The Executive
further acknowledges that to perform his position, he will
necessarily be given access to confidential information of the
Company. Executive will continue to develop personal
relationships with the Company's customers, financiers,
suppliers, and employees. The parties expressly agree that these
provisions are reasonable, enforceable, and necessary to protect
the Company's interests. In the unlikely event, however, that a
court of competent jurisdiction was to determine that any portion
of such provisions is unenforceable, then the parties agree that
the remainder of the provisions shall remain valid and
enforceable to the maximum extent possible.
d) The Executive agrees that it would be difficult to measure
damages to the Company from any breach of the covenants contained
in this Paragraph 5, but that such damages from any such breach
would be great, incalculable and irremediable, and that money
damages would be an inadequate remedy. Accordingly, the Executive
agrees that the Company may have specific performance of these
provisions in any court of competent jurisdiction. The parties
agree, however, that the specific performance remedies described
above shall not be the exclusive remedies, and the Company may
enforce any other remedy or remedies available to it either in
law or in equity including, but not limited to, temporary,
preliminary, and/or permanent injunctive relief.
5
5. Successors.
a) This Agreement is personal to the Executive and shall not be
assignable by the Executive.
b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
6. Change of Control. Company and Executive have entered into an
Employment Agreement Relating to Change of Control ("Change of Control
Agreement"), wherein Executive will qualify for one year of continued
compensation and benefits upon the occurrence of a Change in Control
of the Company as defined therein. The parties agree that the Change
of Control Agreement shall remain in effect. However, Executive's
continued compensation under the Change of Control Agreement will not
be effective unless there is less than one year remaining on this
Agreement's term, and then in no event will Executive receive more
than one year's annual salary.
7. Miscellaneous.
a) This Agreement shall be governed by and construed in accordance
with the laws of Michigan, without reference to principles of
conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified except by a written
agreement executed by the parties hereto or their respective
successors and legal representatives.
b) All notices and other communications hereunder shall be in
writing and shall be deemed to be received when (i) hand
delivered (with written confirmation of receipt), (ii) when
received by the addressee, if sent by nationally recognized
overnight delivery service (receipt requested) in each case to
such address as a party may designate by notice to the other
party.
c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any
other provision of this Agreement.
d) This Employment Agreement may be executed through the use of
separate signature pages or in any number of counterpart copies
and each of such counterparts shall, for all purposes, constitute
one agreement binding on all the parties.
e) The provisions of this Agreement contain all of the terms and
conditions
6
agreed upon by the parties relating to the subject matter of this
Agreement and shall supersede all prior agreement, negotiations,
correspondence, undertakings and communications of the parties,
either oral or written, with respect to such subject matter.
IN WITNESS WHEREOF, the Executive has executed this Agreement and, subject
to the authorization of its Board of Directors, the Company has caused this
Agreement to be executed in its name on its behalf, as of the Commencement Date.
Date: September 29, 2005 /s/ Robert W. Gumber
----------------------------------------
Robert W. Gumber
"Executive"
Date: September 29, 2005 TECHTEAM GLOBAL, INC.
By: William F. Coyro, Jr.
------------------------------------
William F. Coyro,
Chief Executive Officer
"Company"
7