AMENDMENT TO EMPLOYMENT AND NONCOMPETION AGREEMENT
Exhibit 99.2
AMENDMENT TO EMPLOYMENT AND NONCOMPETION AGREEMENT
This Amendment to Employment and Noncompetition Agreement (“Amendment”) is made this
2nd day of November, 2007, by and between Xxxxxxx X. Xxxxx (“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. | Xxxxxxx X. Xxxxx, Executive | |||||||
By: | /s/ Xxxx Xxxxx | /s/ Xxxxxxx X. Xxxxx | ||||||
Its:
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Chairman | Date: | November 2, 2007 | |||||
Date:
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November 2, 2007 | |||||||
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EXHIBIT A
THIS AGREEMENT is entered into by and between TechTeam Global, Inc. (the “Company”), and Xxxxxxx X.
(“Xxxxx”) Xxxxx (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.
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 insurance plans and
programs) to the extent applicable generally to other executives of the Company.
(viii) 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.
(ix) Company Car. The Company will provide Executive with a suitable Company-leased automobile or
comparable car allowance up to $500 toward the cost of acquiring or leasing and maintaining a car
for use in connection with the Executive’s performance of services hereunder during the transition
period.
(x) Relocation Expenses. In order to assist Executive’s transition into the Company and the Detroit
community, the Company will lease an appropriate residence (2 bedroom and 2 full bath apartment in
the $2,500 to $3,000 per month range) in the vicinity of the Company’s headquarters. Executive will
be reimbursed for periodic travel to his Boston residence.
3. Termination of Employment.
The Executive’s employment may be terminated upon the occurrence of any event set forth below.
a) Expiration of Employment Period. Executive’s employment shall terminate upon the expiration of
the Employment Period or any extension thereof.
b) 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.
c) By Company With Cause. The Company may terminate the Executive’s employment for “Cause.” For
purposes of this Agreement, “Cause” shall mean:
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(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 Board 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 Board,
which failure is not remedied within thirty (30) days after written notice thereof specifying the
details of such conduct is given by the Board to the Executive.
In the event of a termination for cause, the Executive shall not be entitled to any further
compensation or benefits other than base pay through the date of termination and any benefits that
have vested as of the date of termination under applicable plan documents.
d) Without Cause. This Agreement may be terminated by either the Company or the Executive, without
Cause upon 90 days notice. If the Executive is terminated by the Company without cause prior to
February 15, 2009, the Executive will be entitled to his pay and benefits as set forth herein
through February 15, 2009, except that Executive shall not be entitled to participate further in
the Long Term Incentive Plan or the Annual Incentive Plan.
In the event Executive exercises his right to terminate this Agreement without cause, the Executive
shall not be entitled to any further compensation or benefits other than base pay through the date
of termination and any benefits that have vested as of the date of termination under applicable
plan documents.
e) By Executive With Cause. The Executive may terminate this Agreement for cause by giving thirty
(30) days written notice to the Company of his belief that a factual basis constituting cause (as
defined below) exists for terminating the employment relationship, and requesting that the Company,
within the thirty (30) day correction period, take measures to correct this situation. Such notice must cite to this
paragraph 3(e) to be effective. If the Company fails to take corrective measures by the end of the
thirty (30) day correction period, Executive may then terminate this Agreement, upon expiration of
the thirty (30) day correction period, with ten (10) days notice of his intent to do so. For
purposes of this paragraph, the term “cause” means: (i) the Company’s failure to provide
compensation as set forth in this Agreement, or (ii) the Company’s material breach of a provision
of this Agreement which renders Executive’s performance impossible. If the Executive terminates
this Agreement with cause prior to February 15, 2009, the Executive will be entitled to his pay and
benefits as set forth herein through February 15, 2009, except that Executive shall not be entitled
to participate further in the Long Term Incentive Plan and the Annual Incentive Plan.
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 may otherwise be
required by law or legal process (provided the Company has been given notice of an 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 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 also agrees that unless his employment is terminated
by the Executive for cause pursuant to paragraph 3(e), he will 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 the Company’s business
services in competition with the Company within a one (1) year period following his Termination
Date; and
2. 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
following his 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 4, 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. 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. Arbitration.
The parties agree that any dispute, claim, or controversy based on common law, equity, or any
federal, state, or local statute, ordinance, or regulation (other than workers’ compensation claims
or disputes relating to Section 4 of this Agreement) arising out of or relating in any way to the
Executive’s employment, the terms, benefits, and conditions of employment, or concerning this
Agreement or its termination and any resulting termination of employment, including whether such a
dispute is arbitrable, shall be settled by arbitration in Southfield, Michigan. This agreement to
arbitrate includes but is not limited to all claims for any form of illegal discrimination,
improper or unfair treatment or dismissal, and all tort claims. The Executive will still have a
right to file a discrimination charge with a federal or state agency, but the final resolution of
any discrimination claim will be submitted to arbitration instead of a court or jury. The
arbitration proceeding will be conducted under the employment dispute resolution arbitration rules
of the American Arbitration Association in effect at the time a demand for arbitration under the
rules is made. The decision of the arbitrator(s), including determination of the amount of any
damages suffered, will be exclusive, final, and binding on all parties, their heirs, executors,
administrators, successors and assigns. With the exception of claims arising under federal or state
anti-discrimination laws, for which the Company
shall pay the arbitrator’s fee, each party will bear its own expenses in the arbitration for
arbitrators’ fees and attorneys’ fees, for its witnesses, and for other expenses of presenting its
case. Other arbitration costs, including administrative fees and fees for records or transcripts,
will be borne equally by the parties. Notwithstanding anything in this Section to the contrary, if
the Executive prevails with respect to any dispute submitted to arbitration under this Section, the
Company will reimburse or pay all legal fees and expenses that the Executive may reasonably incur
as a result of the dispute. Judgment upon the award of an arbitrator may be entered by any court of
competent jurisdiction.
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 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 behalf,
as of the Commencement Date.
Date: February 3, 2006 | /s/ Xxxxxxx X. Xxxxx | |||
Xxxxxxx X. ("Xxxxx") Xxxxx | ||||
"Executive" | ||||
Date: February 3, 2006 | TECHTEAM GLOBAL, INC. |
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By: | /s/ Xxx X. Xxxxxx | |||
Xxx X. Xxxxxx, | ||||
Chairman of Board of Directors | ||||
EXHIBIT B
RELEASE
This Release (“Release”) is between Xxxxxxx X. Xxxxx (“Employee”) and TechTeam Global, Inc.,
(“Employer”).
RECITALS
WHEREAS, Employer employed Employee as President and Chief Executive Officer under the
Employment and Noncompetition Agreement dated February 3, 2006, which was amended on November ___,
2007 pursuant to the Amendment of Employment and Noncompetition Agreement (“Amendment”); and
WHEREAS, under the terms of the Amendment, Employee agreed to resign as President and Chief
Executive Officer effective with the retention of his successor; and
WHEREAS, the parties agreed in the Amendment that Employee would execute a release of claims
contemporaneous with his resignation;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained in this
Release and the Amendment, which is greater than the Employee was otherwise entitled to, Employee
and Employer agree as follows:
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 arising under or in connection with his employment with
the Employer, 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, preclude any litigation by Employee against Employer based on anything that occurred on
or before the date on which Employee signs this Release, 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 Employment and Noncompetition Agreement, 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 Release 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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Employee does not waive claims: (i) to indemnification by Employer; (ii) to compensation and
benefits under the Employment and Noncompetition Agreement, the Amendment, or any plan, program,
agreement or arrangement between him and Employer, or (iii) which arise after the Effective Date of
this Release.
Employer has advised Employee in writing to consult with an attorney of Employee’s choice
before signing this Release. Employee has had a sufficient amount of time totaling at least
twenty-one (21) days to consider the terms of this Release, and to decide whether to accept it.
Employee may voluntarily and knowingly sign, but is not required to sign, this Release before the
end of the twenty-one (21) day period. Employee and Employer agree that Employer has made no
promises, inducements, representations, or threats in order to cause Employee to sign this Release
before the end of the twenty-one (21) day period. If Employee voluntarily and knowingly signs this
Release before the end of the twenty-one (21) day period, the mandatory seven (7) day revocation
period as described below will start on the date that Employee signs this Release.
The Executive and TechTeam agree that they will not make any disparaging comments about the
other. Although the parties expressly agree to the terms of this non-disparagement provision, this
provision will not prohibit either party, where compelled by legal process, to testify truthfully
under oath, subject to the principles of attorney/client privilege. Executive agrees that should
he become compelled by law to make any statement regarding the Company or its employees, officers,
or directors, that he will give written notice to the Company with sufficient time to allow the
Company to protect the legal interests of the Company and/or its employees, officers or directors.
The Employment and Noncompetition Agreement, the Amendment and this Release, 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 Release 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 Release.
This Release is binding on and shall inure to the benefits of the parties their heirs,
officers, directors, employees, representatives, shareholders, successors, and assigns.
Employee has been advised and acknowledges that he is entitled to revoke this Release within
seven (7) days after signing it, and that the Release 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 Release. 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.
Employee has had a full and fair opportunity to discuss all aspects of this Release with
Employee’s attorney, if Employee chose to do that. Employee has carefully read this Release,
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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If any provision of this Release is ruled to be invalid, unenforceable, or illegal, Employer
and Employee agree that the rest of this Release will remain enforceable and that the Release will
be construed as if it never contained the invalid, unenforceable, or illegal provision.
The laws of the State of Michigan govern the interpretation, construction, and application of
this Release, except if applicable federal law provides differently.
TechTeam Global, Inc. | Xxxxxxx X. Xxxxx, an individual | |||||||
By: |
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Its:
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Date: | |||||||
Date: |
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