Exhibit
10.2


 


AMENDMENT NO.1


TO THE 2008 OMNIBUS STOCK AND INCENTIVE PLAN


FOR


THOMAS GROUP, INC.


 


Thomas
Group, Inc., a Delaware corporation (the “Company”), hereby adopts the
following Amendment No. I to the 2008 Omnibus Stock and Incentive Plan for
Thomas Group, Inc. (this “Amendment”), effective August 13, 2010 (the
“Effective Date”).


 


WHEREAS,
on March I, 2008, the Board of Directors of the Company (the “Board”)
adopted the 2008 Omnibus Stock and Incentive Plan for Thomas Group, Inc.
(the “Plan”), subject to approval of the Stockholders of the Company, which
approval was obtained on June 26, 2008; and


 


WHEREAS,
effective as of the Effective Date, the Company has effected a reverse stock
split of the Company’s Common Stock, par value $.01 per share (“Common Stock”),
at a ratio of one-for-five shares (the “Reverse Stock Split”), pursuant to the
authority granted to the Board by the Stockholders of the Company at the
Company’s 2010 Annual Meeting of Stockholders; and


 


WHEREAS,
the Board desires to amend the Plan to adjust the number of shares of Common
Stock reserved for issuance under the Plan in order to reflect the Reverse
Stock Split, as contemplated by Section II of the Plan; and


 


WHEREAS,
the Board has the power to amend the Plan pursuant to Section 21 thereof,
and the Board has approved this Amendment and authorized it for execution on
behalf of the Company;


 


NOW,
THEREFORE, the Plan is hereby amended as follows:


 


1                                          Amendment. Section 3
of the Plan is hereby deleted it in its entirety and replaced with the
following:


 


“3.                                 Award of
Reserved Shares.


 


(a)                                  The number of Reserved
Shares is Two Hundred Thousand (200,000) Shares. To the extent any Award shall
terminate, expire or be canceled, the Reserved Shares subject to such Award (or
with respect to which the Award is measured), shall remain Reserved Shares.
Where an Award is settled on a basis other than the issuance of Reserved
Shares, the Reserved Shares which measured the amount of such Award settlement
shall be canceled and no longer considered Reserved Shares.


 


(b)                                 Notwithstanding any
provision in this Plan to the contrary, in order to insure that Performance
Awards are performance-based compensation within the meaning of Section 162(01)
of the Code, no person whose compensation may be subject to the limitations on
deductibility under Section 162(m) of the Code shall be eligible for
a grant during a single calendar year of an Award with respect to, or measured
by, more than One Hundred Forty Thousand (140,000) Reserved Shares. The
limitation under this Section 3(b) shall be construed so as to comply
with the requirements of Section 162(01) of the Code.”


 


2.                                       Defined Terms.
Unless otherwise stated herein, each capitalized term used in this Amendment
shall have the same meaning as provided for such capitalized term in the Plan.
From and after the date hereof, all references in the Plan, as amended by this
Amendment, to the “Plan” shall mean the Plan, as amended by this Amendment.


 


3.                                       Ratification.
As expressly amended by this Amendment, the Plan shall continue in full force
and effect in accordance with its terms and is hereby confirmed and ratified in
all respects.


 


IN WITNESS WHEREOF, the
Company has caused this Amendment to be executed by a duly authorized officer
on October 11 2010, to be effective as of the Effective Date.


 


	
  Effective
  Date: August 13, 2010

  	
   

  	
  /s/ FRANK W. TILLEY

  
	
   

  	
   

  	
  Frank W. Tilley

  
	
   

  	
   

  	
  Chief Financial Officer and Vice President

  
	
   

  	
   

  	
  Principal Financial Officer