Exhibit 10.16

March 24,
2011

Frank
W. Tilley
3409 Rustwood Ct.
Fort Worth, TX 76109

Dear
Frank:



Thomas
Group, Inc. (the "Company") has determined that you are part of the team that is essential to the continuity of its operations and its future success. In order to encourage
you to enhance and
preserve the value of the Company and to ensure your continuing support, the Company considers it appropriate to provide you with a retention pay agreement (this "Agreement") on and subject to the
terms and conditions set forth below:

1.Retention Payment.



1

---



2.General Employment Obligations.    During the term of this Agreement you will at
all times loyally and conscientiously perform all of the duties and obligations required of and from you as an employee of the Company in the position to which you are assigned. You further agree
that, during the term of this Agreement, you will devote substantially all of your agreed to business time (as of the date of this Agreement, agreed to business time is approximately 20 hours
per standard work week) and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all your work services, you will not
render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company's Chief Executive Officer, and
you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. During the term of this Agreement, you will be expected to
continue to adhere to the Company's standards of professionalism, loyalty, integrity, honesty, reliability and respect for all.

3.Term.    The term of this Agreement shall be until December 31, 2012. After
the end of the term of this Agreement, this Agreement shall have no further force and effect of any kind whatsoever and no Retention Payment of any kind shall be thereafter payable hereunder, except
solely for any payment that has accrued and become payable prior to such date. Other severance agreements, if any, may then be in effect following termination of this Agreement.

4.Employment Status.    Subject to the terms and conditions of any separate written
employment agreement between you and the Company, nothing in this Agreement (a) alters the at will nature of your employment with the Company, (b) confers upon you any right to continue
in the employ of the Company or (c) interferes in any way with the right of the Company to terminate your employment at any time, with or without Cause.

5.Section 409A.    The Retention Payment provided for by this Agreement is not
intended to be subject to Section 409A of the Internal Revenue Code.

6.Entire Agreement.    This Agreement represents the complete agreement between you
and the Company regarding any retention or severance payment to be made to you upon termination of your employment, and amends and supersedes all prior agreements and understandings, whether written
or oral, to the extent relating to any such payment.

7.Binding Effect.    This Agreement is personal to you and may not be assigned by
you. This Agreement shall be binding upon, and inure to the benefit of you and the Company and the respective successors and permitted assigns of you and the Company.

8.Nondisclosure.    Unless otherwise required to do so by law, subpoena or court
order, you will not in any way communicate or discuss the existence or terms of this Agreement or the circumstances of its execution with any person, other than your legal or tax advisors or
specifically authorized Company personnel as designated by the Company. You understand that this nondisclosure obligation applies particularly to current and former employees of the Company and the
Company's customers, clients and vendors.

9.Governing Law.    This Agreement shall be governed and construed by the laws of the
State of Texas, without regard to principles of conflict of laws.

2

---



To
indicate your acknowledgment and acceptance of this Agreement, please sign and date this letter agreement in the space provided below and return it to the undersigned. This Agreement
may be modified or amended only by a written agreement signed both by you and a duly authorized officer of the Company.

Very truly yours,Thomas Group, Inc.By:

/s/ Michael E. McGrathMichael E. McGrathExecutive Chairman, President and Chief Executive OfficerACCEPTED AND AGREED:/s/ Frank W. TilleyMarch 24, 2011


3

---



QuickLinks