EMPLOYMENT SEPARATION AGREEMENT AND RELEASE
This
Employment Separation Agreement and Release (“Agreement”) is between Xxxx X.
Xxxxxxxx (“Employee”) and Employee’s employer, TechTeam Global, Inc.,
(“Employer”).
RECITALS
WHEREAS,
Employer employs Employee as Vice President, Chief Financial Officer and
Treasurer;
WHEREAS,
Employer
has determined that it will be replacing the Employee, and it has commenced
a
search for Employee’s successor;
WHEREAS,
Employer
wishes to retain the services of Employee during the search in order to ensure
the continuity in the Company’s financial statement reporting and finance
department; and
WHEREAS,
the
parties wish to enter into this Agreement reflecting their amicable resolution
of all matters in relation to the Employee’s termination of his at-will
employment with Employer, the payment of compensation not otherwise due to
Employee, and the waiver and release of any claims arising out of Employee’s
at-will employment;
NOW,
THEREFORE,
in
consideration of the foregoing and the mutual promises contained in this
Agreement, Employee and Employer agree as follows:
1.
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Employee
shall remain employed by the Employer until the earlier of (a) the
Employer hires a successor CFO, or (b) August 15, 2008 (the latter
date
being the “Termination Date”).
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2.
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The
consideration given by Employer for this Agreement, the payment of
which
is not contingent on the Employee providing services beyond June
30, 2008,
shall be:
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(a) A
one-time lump sum, severance payment of One
Hundred Fifty Thousand Dollars ($150,000), minus applicable withholdings as
required by law;
(b) All
of
Employee’s options to purchase Employer’s common stock that are vested on the
Termination Date shall have their expiration date extended for a period of
twelve (12) months following the Termination Date;
(c) Effective
on the Termination Date, Employer will pay Employee’s COBRA expenses for his
health and dental insurance for a period of ten months; and
(d) Employer
shall provide Employee with outplacement services for a period of six months
following the Termination Date.
3.
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Employee
acknowledges that the amount paid hereunder is in excess of any amounts
otherwise due to the Employee from the Employer, and represents a
compromise of a disputed claim. The severance consideration as described
in Paragraph 2 is in full accord and satisfaction of any claims Employee
has, may have, or may have had against the Employer.
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4.
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Employer
agrees not to contest Employee’s rights, if any, for unemployment
compensation. Further, Employer agrees to give Employee a neutral
reference indicating only his dates
of service and position held.
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5.
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In
exchange for the consideration set forth in Paragraph 2, Employee
hereby
releases, waives, and discharges Employer, (“Employer” for purposes of
this Paragraph shall include the Employer’s current and former officers,
directors, employees, parents, partners, subsidiaries, divisions,
employees, representatives, attorneys, successors, agents, assigns,
affiliates and related entities), from any causes of action, claims,
damages, attorney fees, or any other liabilities or claims whatsoever
in
nature, whether in law or in equity, known or unknown, that he has,
may
have, or may have had against Employer. These waivers, releases,
and
discharges constitute a general release, extinguish any claims, precludes
any litigation by Employee against Employer based on anything that
occurred on or before the date on which Employee signs this Agreement,
and
are effective to the fullest extent permitted by law. This means
that
Employee gives up, to the fullest extent permitted by law, any right
to
file any lawsuit or any complaint with any government agency or court
of
law against Employer about anything arising in the course of Employee’s
employment or the termination of Employee’s employment under any local,
state or federal statute, ordinance or regulation, including, but
not
limited to, the Age Discrimination in Employment Act, 29 USC Sec.
621 et
seq., the Executive Separation Policy, and under the common law.
Employee
understands that the only claims that Employee is not waiving and
releasing are for the consideration that Employee will receive under
this
Agreement and any claims that, as a matter of law, cannot be released
and
waived, including any fully vested benefits under Employer’s retirement
plans and any other fully vested benefits to which Employee would
be
entitled under Employer’s current benefit
plans.
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6.
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Employee
does not waive claims, which arise after the Effective Date of this
Agreement. Employee received a copy of this Agreement on June 12,
2008.
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7.
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In
consideration of Employee’s agreement to provide services as an Employee
after June 30, 2008 and execute a release of claims arising between
the
Effective Date of this Agreement and the Termination Date as set
forth in
Exhibit 1, Employer agrees to grant employee 2,000 shares of the
Employer’s common stock on the Termination
Date.
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8.
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On
the Termination Date, Employee agrees to deliver to Employer all
documents
and materials of any nature pertaining to his work with Employer
and
agrees not to remove from the premises any Employer documents, materials,
or copies of documents. Further, Employee agrees not to disclose
any
confidential information, including, but not limited to sales, marketing,
pricing, processes, designs, products, company performance, product
data,
concepts or trade secrets obtained during the course of his employment.
Any disclosure of such information will be considered a breach of
this
Agreement.
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9.
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Employer
has advised Employee in writing to consult with an attorney of Employee’s
choice, at Employee’s expense, before signing this Agreement. Employee has
a sufficient amount of time totaling at least twenty-one (21) days
to
consider the terms of this Agreement, and to decide whether to accept
it.
Employee may voluntarily and knowingly sign, but is not required
to sign,
this Agreement before the end of the twenty-one (21) day period.
Employer
will then be able to expedite the processing of the consideration
set
forth in the Agreement. Employee and Employer agree that Employer
has made
no promises, inducements, representations, or threats in order to
cause
Employee to sign this Agreement before the end of the twenty-one
(21) day
period. If Employee voluntarily and knowingly signs this Agreement
before
the end of the twenty-one (21) day period, the mandatory seven (7)
day
revocation period under paragraph 12 will start on the date that
Employee
signs this Agreement. If Employee has not accepted this agreement
by July
3, 2008, this Agreement shall be null and void and of no force or
effect.
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10.
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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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11.
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This
Agreement shall not be construed as an admission of any wrongdoing
by
either Employee or Employer.
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12.
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This
Agreement, including Intellectual Property Assignment, Non-Solicitation,
and Confidentiality Agreement previously signed, constitutes the
entire
agreement between Employee and Employer 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 its terms. Any modification to this Agreement must be made
in
writing and signed by Employee and a duly authorized representative
of
Employer and must specifically refer to and expressly change this
Agreement.
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13.
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This
Agreement 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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14.
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Employee
has been advised and acknowledges that he is entitled to revoke this
Agreement within seven (7) days after signing it, and that the Agreement
shall not become effective or enforceable until this revocation period
has
expired (“Effective Date”). A revocation must be in writing and either
postmarked and addressed to Employer or hand delivered to Employer
within
seven (7) days after Employee signed this Agreement. Employee agrees
that
if a revocation is made by mail, a mailing by certified mail, return
receipt requested, is recommended to show proof of
mailing.
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15.
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Employee
has had a full and fair opportunity to discuss all aspects of this
Agreement with Employee’s attorney, if Employee chose to do that. Employee
has carefully read this Agreement, understands it, and is entering
it
voluntarily and knowingly, which means no one is forcing or pressuring
Employee to sign it.
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16.
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If
any provision of this Agreement is ruled to be invalid, unenforceable,
or
illegal, Employer and Employee agree that the rest of this Agreement
will
remain enforceable and that the Agreement will be construed as if
it never
contained the invalid, unenforceable, or illegal
provision.
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17.
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The
laws of the State of Michigan govern the interpretation, construction,
and
application of this Agreement, except if applicable federal law provides
differently.
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TechTeam
Global, Inc.
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Xxxx
X. Xxxxxxxx,
an individual
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By:
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/s/
Xxxx X. Xxxxxxxx
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/s/
Xxxx X. Xxxxxxxx
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Its:
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President
and CEO
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Date:
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June
12, 2008
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Date:
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June
12, 2008
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Exhibit
1
RELEASE
AGREEMENT
This
Release Agreement is dated _____________________________.
1. TechTeam
Global, Inc. (“Employer”) and Xxxx X. Xxxxxxxx (“Employee”) entered into a
Employment Separation and Release Agreement on June 12, 2008. A term of that
Agreement required Employee to execute a subsequent release for the time period
between June 12, 2008 and the end of Employee’s service with the
Employer.
2. The
Employee acknowledges consideration for the release provided herein.
3. Employee
hereby releases, waives, and discharges Employer, (“Employer” for purposes of
this Paragraph shall include the Employer’s current and former officers,
directors, employees, parents, partners, subsidiaries, divisions, employees,
representatives, attorneys, successors, agents, assigns, affiliates and related
entities), from any causes of action, claims, damages, attorney fees, or any
other liabilities or claims whatsoever in nature, whether in law or in equity,
known or unknown, that he has, may have, or may have had against Employer for
the time period between June 12, 2008 and the date of this release. These
waivers, releases, and discharges constitute a general release, extinguish
any
claims, precludes any litigation by Employee against Employer based on anything
that occurred on or before the date on which Employee signs this Agreement,
and
are effective to the fullest extent permitted by law. This means that Employee
gives up, to the fullest extent permitted by law, any right to file any lawsuit
or any complaint with any government agency or court of law against Employer
about anything arising in the course of Employee’s employment or the termination
of Employee’s employment under any local, state or federal statute, ordinance or
regulation, including, but not limited to, the Age Discrimination in Employment
Act, 29 USC Sec. 621 et seq., the Executive Separation Policy, and under the
common law. Employee understands that the only claims that Employee is not
waiving and releasing are for the consideration that Employee will receive
under
this Agreement and any claims that, as a matter of law, cannot be released
and
waived, including any fully vested benefits under Employer’s retirement plans
and any other fully vested benefits to which Employee would be entitled under
Employer’s current benefit plans.
4. Employer
has advised Employee in writing to consult with an attorney of Employee’s
choice, at Employee’s expense, before signing this Agreement. Employee has a
sufficient amount of time totaling at least twenty-one (21) days to consider
the
terms of this Agreement, and to decide whether to accept it. Employee may
voluntarily and knowingly sign, but is not required to sign, this Agreement
before the end of the twenty-one (21) day period. Employer will then be able
to
expedite the processing of the consideration set forth in the Agreement.
Employee and Employer agree that Employer has made no promises, inducements,
representations, or threats in order to cause Employee to sign this Agreement
before the end of the twenty-one (21) day period. If Employee voluntarily and
knowingly signs this Agreement before the end of the twenty-one (21) day period,
the mandatory seven (7) day revocation period under paragraph 12 will start
on
the date that Employee signs this Agreement. Employee has been advised and
acknowledges that he is entitled to revoke this Agreement within seven (7)
days
after signing it, and that the Agreement shall not become effective or
enforceable until this revocation period has expired (“Effective Date”). A
revocation must be in writing and either postmarked and addressed to Employer
or
hand delivered to Employer within seven (7) days after Employee signed this
Agreement. Employee agrees that if a revocation is made by mail, a mailing
by
certified mail, return receipt requested, is recommended to show proof of
mailing.
Xxxx
X. Xxxxxxxx,
an individual
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Date:
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