CSMG 2012 SVP/Managing Director Bonus
Plan


 


 


 


This 2012 SVP/Managing Director Bonus Plan covers only the SVP/Managing
Director of Cambridge Strategic Management Group, Inc. and Cambridge Adventis Ltd. (together “CSMG”) – i.e. Susan
Simmons. The available bonus pool is calculated as follows:


 


		1.	If the 2012 Direct Contribution Margin (DCM) for CSMG is equal to or greater than $2,000,000, the SVP/MD will be eligible to
receive a bonus of $50,000.



 


		2.	The SVP/MD will be eligible to receive an additional bonus based upon the 2012 Unit Contribution Margin (UCM) for CSMG as the
UCM thresholds in the table below are met.



 


	UCM Threshold	Additional Eligible Bonus	Cumulative Additional Eligible Bonus
	$1,000,000	$50,000	$50,000
	$1,500,000	$35,000	$85,000
	$2,000,000	$65,000	$150,000


 


 


Bonus will be paid under the SVP/Managing Director Bonus Plan
within ninety days of calendar year end once all revenue and expense numbers have been finalized for the year.


 


Definitions


 


Controllable Selling General and Administrative (SG&A)
– Includes non-billable salaries & benefits, sign on bonus and delivery bonus (a portion of these bonuses is allocated
to SG&A based on professional staff non-billable time), non-billable travel and entertainment, non-billable consultant time,
recruiting fees, bad debt expense, severance and Controllable G&A Expenses. See Appendix A for a list of Controllable G&A
Expenses.


 


Cost of Services – The actual cost incurred
to provide the services – including salaries, taxes and benefits, out of pocket expense, surcharges, Research & Information
Fees, external consultant fees and agent fees and delivery and sign on bonuses (a portion of these bonuses is allocated to Cost
of Service based on utilization of professional staff).


 


Direct Contribution Margin (DCM) – Total
Revenue minus Cost of Services and minus Controllable Selling General and Administrative (SG&A) expenses.


 


Expense Revenue – GAAP revenues recognized
within the period for reimbursed project expenses.


 


Fee Revenue – GAAP revenues for professional
services performed working on client engagements within the period. Fee Revenue includes Expense Revenue (or charge) to the extent
that Expense Revenues exceed or fall short of actual expenses booked against the project.


 


Non – Controllable SG&A expenses –
Reference Appendix B for a listing of accounts included. Disputes regarding whether a cost is controllable or non-controllable
will be addressed in a fair and appropriate manner. The final determination of what will be included will be made by the CFO.


 






    	 



    	 



    



 





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Research & Information Fees – includes
charges for 3rd party paid research services including but not limited to IDC, Thompson Financial and other third party
research and information services. These fees are assessed as a cost to the project at a rate of 3% of Fee Revenue.


 


Total Revenue – GAAP Fee Revenue
for professional services performed working on client engagements plus Expense Revenue billed to and reimbursed by the client (including
Research & Information Fees).


 


Unit Contribution Margin (UCM) – DCM minus
Non-Controllable SG&A Expenses and minus VP Bonus.


 


VP Bonus – Any bonus paid under the CSMG
2012 Sales Bonus Plan.


 






    	 



    	 



    



 





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APPENDIX A: Controllable G&A Expenses - consist of the
following P&L accounts 


 


 





	Description	 
	Cellular Service	Photocopy
	Blackberry	Postage
	Bridge	Payroll Fees
	Legal – Services	Research & Data Fees
	Legal – Expenses	Surveys
	Consulting	Training
	External Consultants	Dues/Memberships
	Outside/Temp Help	Sales Support Presentation
	Commission – Agent	Proposal Support
	Facilitator Fees	Sales Training
	Advertising	Sales/Project Tracking System
	Marketing	Contributions
	Product Development	Memberships
	Direct Marketing	Computer Allowance
	Tradeshows	Meetings
	Newsletter	Meetings Expense
	Holiday Gifts, Cards, Etc.	Special Events – TMC's
	Gifts –  Consult/Clients/Other	Client Events
	Brochure/Collateral	Auto Lease
	Auto Insurance	Car Allowance
	D&O Insurance	Courier
	Stationery	Cleaning
	Research & Data Fees	Storage Fees
	Office Supplies	Rental Equipment
	Computer Supplies	Repair & Maintenance
	Printing	Federal Express
	Stationery	Currency Gain/Loss
	Subscriptions	Misc. Exp
	 	 







 


 



    	 



    	 



    






 


APPENDIX B: Non-Controllable G&A Expenses - consists
of the following P&L Accounts


 





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        Description 

	
        Website

        ISP/Net Circuit

        Local – Voice

        Long Distance Service

        Database Management

        Accounting

        Legal Settlement

        Bank Service Charges

        Credit Card Charges

        Credit inquiry fees

        Penalties and Fines

        Taxes – Personal Property

        Interest Expense – Miscellaneous

        Commercial Liab Ins

        Auto Insurance

        D&O Insurance

        Mark-Up Expense Clearing

        Extraordinary Items

        Gain & Loss On Disposal

        Repair & Maintenance – Contract

        Investor Relations

        Public Relations

        NASDAQ Fees

        Office Relocation

        General Taxes & Licenses

        Sales Use Tax

        Operating Taxes

        Rent Office Space

        Accretion Expense

        Electric

        Gas

        Water

         













 






    	 



    	 



    
 





CSMG 2012 Sales Bonus Plan


(also referred to as Incentive Compensation
Agreement in some Employment Agreements)


 


 


Who is Eligible for the CSMG 2012 Sales Bonus Plan?


 


This 2012 Sales Bonus Plan covers only the Vice Presidents (VP’s)
of Cambridge Strategic Management Group, Inc. and Cambridge Adventis Ltd. (together “CSMG”). This plan does not cover
projects that are sold and delivered by employees of any other TMNG Global company, i.e. TMNG US, TMNG Europe or Cartesian.


 


In order to be eligible to participate in the 2012 Sales Bonus
Plan, the VP must have high enough Potential VP Compensation to cover their Annual Base Salary. If the Potential VP Compensation
for that VP is not high enough to cover the VP’s Annual Base Salary, that VP will not receive a sales bonus.


 


The bonus shall become earned in whole and shall become fully
vested if the VP remains continuously employed until December 31, 2012 and qualifies for a bonus payment under the terms outlined
herein.


 


The VP is not required to make any monetary payment as a condition
to being eligible to participate and receive bonus compensation under the Plan. The sole consideration for participation shall
be the services rendered to CSMG or for its benefit during the 2012 fiscal year.


 


VP Bonus Determinants and Calculations


 


The VP Earned Bonus is calculated as follows:


 


		1.	Determine the VP’s Individual Contribution Margin % (ICM%). The ICM% is calculated from Individual Contribution Margin
Reports (see attached CSMG 2012 Sales Bonus Plan – Proforma ICM Report Illustration tab for an example). While the ICM% calculation
will be analyzed quarterly, ultimately it is an annual calculation that will determine the final amount earned under the Plan.



 


		2.	Each ICM % range (see attached CSMG 2012 Sales Bonus Plan - Bonus Calculator Matrix ICM tab) corresponds to a VP Bonus Percentage.



 


		3.	That VP Bonus Percentage is then multiplied by an individual VP’s Fee Revenue to calculate the Potential VP Compensation
for that VP.



 


		4.	Each VP’s Annual Base Salary is then subtracted from their Potential VP Compensation. If for any VP, this calculation
results in a negative number, that VP is not eligible to receive any pay-outs under this Plan. Only VP’s that have Potential
VP Compensation in excess of their Annual Base Salary are eligible for bonus.



 


Cross-Selling and Co-Selling Bonus Calculations


 


The VP’s of CSMG are able to earn bonus through Cross-Selling
and Co-Selling. It is understood that the sale of a consulting project involves both a relationship and content delivery. Each
sale may involve a different level of effort (i.e. lead, qualifying, proposal development and close). The CSMG VP has the opportunity
to evaluate level of effort required and whether or not to pursue that opportunity given bonus sharing arrangements. We will not
double count revenue for “cross selling”.


 


There are 3 possible scenarios for VP’s to participate
in Cross-Selling and Co-Selling:


 


Scenario 1 – cross-selling –
A non-strategy project is sold & delivered solely by a CSMG VP utilizing a combination of CSMG and non-CSMG professional
staff. The CSMG VP gets credit for 100% of the project’s Fee Revenue and the CSMG Sales Bonus Plan applies.


 


Scenario 2 – cross-selling –
A strategy project is sold solely or jointly by a non-CSMG company but delivered by CSMG. The CSMG VP responsible for delivering
the project gets credit for 100% of the project’s Fee Revenue and the CSMG Sales Bonus Plan applies.


 






    	 



    	 



    







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Scenario 3 – co-selling –
multiple CSMG VPs are involved in the sale of a strategy project. The project revenue is split among the VPs (as agreed to by the
VPs) and the CSMG Bonus Plan applies. The revenue split must be identified on the project set-up sheet.


 


Treatment of Significant Events


 


The following situations are considered significant events and
may result in a pro-rata calculation of CSMG’s VP’s Earned Bonus:


 


		i)	If TMNG experiences a Change in Control, any bonus that has been earned but not paid under the CSMG 2012 Sales Bonus Plan as
of the date of the Change in Control, shall be assumed by the acquiring or successor entity and settled in accordance with the
terms and guidelines as set forth in this document. Notwithstanding the above, in the event of a Change in Control wherein CSMG
continues in existence after such Change in Control and actively continues the conduct of its ongoing business, the CSMG 2012 Sales
Bonus Plan shall be deemed to remain in effect through the end of 2012 and CSMG shall remain responsible for the settlement of
any vested or future bonus payments in accordance with the terms and conditions outlined in this document;



 


		ii)	If TMNG sells CSMG, any bonus that has been earned but not yet paid under the CSMG 2012 Sales Bonus Plan as of the date of
the sale, shall either be paid by CSMG or TMNG on the date of sale. Notwithstanding the above, in the event of a sale wherein CSMG
continues in existence after such sale and actively continues the conduct of its ongoing business, the CSMG 2012 Sales Bonus Plan
shall be deemed to remain in effect through the end of 2012 and CSMG shall remain responsible for the settlement of any vested
or future bonus payments in accordance with the terms and conditions outlined in this document.;



 


		iii)	If TMNG shuts down CSMG and CSMG ceases to be an ongoing concern, any bonus that has been earned under the CSMG 2012 Sales
Bonus Plan as of the date the business is terminated, shall be paid at the time of the termination. In order to allow a fair and
reasonable amount of time to close the books and determine controllable expenses in order to calculate the payouts, the VP Bonus
Compensation will be determined as of the last date that CSMG is considered a going concern, or not more than 30 days after the
company ceases marketing efforts.



 


  


When Bonus Will be Paid


 


When business projections warrant it, individual sales bonus
will be paid on a quarterly basis within 60 days of the close of the quarter with the exception of the fourth quarter, which will
be paid within ninety days of the fiscal year end. The first three quarterly payments are considered to be “recoverable payments”.
Recoverable payments take into consideration a VP’s full Annual Base Salary, along with Fee Revenue to-date, pipeline, etc.
Any recoverable payment may or may not be made at the discretion of TMNG’s CFO. The fourth quarter will be a true up for
the year based upon final operating results for CSMG. If any quarterly bonus calculation produces negative results, management
reserves the right to adjust payroll accordingly.


 






    	 



    	 



    



 





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Definitions


 


Annual Base Salary – the gross wages paid
to the US VP on a regular bi-weekly basis multiplied by twenty-six or to the UK VP on a regular monthly basis times twelve. STD
and LTD gross ups are not included in Annual Base Salary.


 


Bonus % - Bonus % is determined by the ICM%. See
the Bonus Calculator Matrix ICM tab in the CSMG 2012 Sales Bonus file for the Bonus % assigned to each ICM%.


 


Change in Control – a Change in Control
shall be deemed to occur upon the occurrence of any of the following events: (i) the sale, lease or conveyance or other disposition
of at least fifty percent (50%) of TMNG’s assets as an entirety or substantially as an entirety to any person, entity or
group of persons acting in concert other than in the ordinary course of business; (ii) any transaction or series of related transactions
(as a result of a tender offer, merger, consolidation or otherwise) that results in any Person (as defined in Section 13(h)(8)(E)
under the Securities Exchange Act of 1934) becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934), directly or indirectly, of more than 50% of the aggregate voting power of all classes of common equity of TMNG, except
if such Person is (a) a subsidiary of TMNG, (b) an employee stock ownership plan for employees of TMNG or (c) a company formed
to hold TMNG’s common equity securities, provided that, at the time such company became such holding company, substantially
all the stockholders of TMNG comprise such holding company’s stockholders and hold at least a majority of the voting power
of such holding company; or (iii) a merger (in which TMNG is not the surviving operating entity), consolidation, liquidation or
dissolution of TMNG or winding up of the business of TMNG.


 


Co-Selling – occurs when two or more business
development VPs are involved in the sale of a project. In the case of a co-sale, project revenue may be split among multiple VPs.
Any co-sales should be designated as such on the project set-up sheet and a list of VPs and the percent of revenue they will receive
credit for should be included.


 


Cost of Service – The actual cost incurred
to provide the services – including salaries, taxes, benefits, out of pocket expenses, surcharges, external consultant fees
and agent fees.


 


Cross Selling – occurs when a strategy project
is sold by a non-CSMG employee or when CSMG sells a non-strategy project that is delivered by a non-CSMG business unit.


 


Earned Bonus - that VP’s Fee Revenue multiplied
by that VP’s Bonus % minus that VP’s Annual Base Salary.


 


Fee Revenue – GAAP revenues for professional
services performed working on client engagements.


 


Gross Margin – Total Revenue minus Cost
of Service and minus Cross Selling Expense.


 


Individual Contribution Margin (ICM) – The
Gross Margin for that VP’s projects minus the Non-Billable VP Salaries & Benefits for that VP, minus the T&E –
VP Non-billable for that VP and minus Research & Information Fees.


 


Individual Contribution Margin % (ICM%) –
Individual Contribution Margin divided by Fee Revenue.


 


Non-Billable VP Salaries & Benefits – the
non-billable portion of VP salaries, taxes & benefits.


 


Potential VP Compensation – the VP’s
Fee Revenue multiplied by that VP’s Bonus Percentage.


 


Research & Information Fees – includes
charges for 3rd party paid research services including but not limited to IDC, Thompson Financial and other third party
research and information services. These fees are assessed as a cost to the project at a rate of 3% of Fee Revenue.


 






    	 



    	 



    
 





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T&E – VP Non-billable –
includes the VP’s non-billable airfare, hotel, meals, entertainment, rental car, transportation, parking and any other applicable
non-billable travel expenses.


 


Total Revenue –GAAP revenue for professional
services performed working on client engagements plus expenses billed to and reimbursed by the client (including Research &
Information Fees).


 






    	 



    	 



    



 





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	BONUS CALCULATOR MATRIX
	Based Upon individual Contribution Margin (ICM) %
	 	 	 	 
	 	ICM	VP BONUS Factor %	 
	 	30%	0.00%	 
	 	31%	12.25%	 
	 	32%	12.50%	 
	 	33%	12.75%	 
	 	34%	13.00%	 
	 	35%	13.25%	 
	 	36%	13.50%	 
	 	37%	13.75%	 
	 	38%	14.00%	 
	 	39%	14.25%	 
	 	40%	14.50%	 
	 	41%	14.75%	 
	 	42%	15.00%	 
	 	43%	15.25%	 
	 	44%	15.50%	 
	 	45%	15.75%	 
	 	46%	16.00%	 
	 	47%	16.25%	 
	 	48%	16.50%	 
	 	49%	16.75%	 
	 	51%	17.00%	 
	 	52%	17.25%	 
	 	53%	17.50%	 
	 	54%	17.75%	 
	 	55%	18.00%	 
	 	56%	18.25%	 
	 	57%	18.50%	 
	 	58%	18.75%	 
	 	59%	19.00%	 
	 	60%	19.25%	 
	 	61%	19.50%	 
	 	62%	19.75%	 
	 	63%	20.00%	 
	 	64%	20.25%	 
	 	65%	20.50%	 
	 	66%	20.75%	 
	 	67%	21.00%	 
	 	68%	21.25%	 
	 	69%	21.50%	 
	 	70%	21.75%