EXHIBIT 99.1
EMPLOYMENT AND NONCOMPETITION AGREEMENT
THIS AGREEMENT is entered into by and between TechTeam Global, Inc.
(the "Company"), and Xxxxxxx X. Xxxxx, Xx. (the "Executive"), effective as of
May 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 May 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 President and Chief
Executive Officer. Executive shall report to
the Chairman of the Company's Board of
Directors (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.
(iii) At all time, 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
$360,000.00. The Annual Base Salary shall 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 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 pursuant to such plans.
(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 Company shall pay for
the Executive's current medical insurance
policy with Blue Cross Blue Shield of
Michigan through the Michigan Dental
Association. In addition, the Executive and
the Executive's eligible family members
shall be entitled to participate in all
other 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.
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.
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b) Cause. Until April 30, 2008, 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
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.
(vi) Purchase of a majority of Company's stock or
acquisition of the Company through merger or
otherwise.
c) By Executive. After April 30, 2008, this Agreement
may be 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 April 30, 2008, 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 April 30, 2008 the Executive will be
entitled to his pay and benefits as set forth herein
through April 30, 2008.
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
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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 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
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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. 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 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.
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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 its behalf, as of the Commencement
Date.
Date: 5-28-05 /s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx, Xx.
"Executive"
Date: 5-25-05 TECHTEAM GLOBAL, INC.
-----------------------
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, Chairman of
Board of Directors
"Company"
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