Exhibit 10.3


 


Execution Version


 


RESTRICTED SHARE AWARD

UNDER THE

2005 OMNIBUS STOCK AND INCENTIVE PLAN

for

THOMAS GROUP, INC.


 


Effective as of March 1,
2008 (“Date of Grant”), a RESTRICTED SHARE AWARD (“Award”) is granted by Thomas Group, Inc.
(the “Company”) to Michael E.
McGrath (the “Holder”), provided
that this Award is in all respects subject to the terms and provisions of the
2005 Omnibus Stock and Incentive Plan For Thomas Group, Inc. (the “2005 Plan”),
all of which are incorporated herein by reference, except to the extent
otherwise expressly provided in this Award. 
Capitalized terms used herein without definition shall have the
respective meanings specified in the 2005 Plan.


 


WITNESSETH


 


WHEREAS, the Company desires to grant to the
Holder an award of 100,000 Shares;


 


WHEREAS, the purpose of this Award is to advance
the interests of the Company and increase shareholder value by providing
additional incentives to attract, retain and motivate the Holder; and


 


WHEREAS, the terms of the Award are set forth
below;


 


NOW
THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the parties agree as follows:


 


1.             Definitions. 
As used in this Award, the following words shall have the following meanings:


 


“Sign-On Shares” shall mean
the Shares to be delivered pursuant to this Award.


 


2.             Sign-On Share Award. 
The Company hereby issues to the Holder 100,000 Shares upon the terms
and subject to the conditions set forth in this Award.


 


3.             No Restrictions. 
Pursuant to power granted to the Committee in the 2005 Plan, the
Committee has determined that the restrictions which otherwise would have been
imposed on the Sign-On Shares shall be deemed to have been fully satisfied on
the Date of Grant by reason of the Committee’s determination that immediate
satisfaction of any restrictions which otherwise would have been imposed on the
Sign-On Shares is a necessary action to induce the Holder to enter into
employment with the Company.  As a
result, the Sign-On Shares are fully Vested on the Date of Grant.


 


4.             Withholding. 
The Holder shall be required to pay to the Company, in cash, the amount
which the Company reasonably determines to be necessary in order for the
Company to comply with applicable federal or state income tax withholding
requirements and the collection of employment taxes, provided that the Holder
may elect to offset the amount the Company reasonably determines as necessary
to comply with applicable tax requirements from the Sign-On Shares otherwise
deliverable to the Holder (valued at their fair market value on the applicable
date) and a net number of Sign-On Shares shall thereafter be delivered to the
Holder.


 


5.             Representations and Warranties. 
As a condition to the delivery of the Sign-On Shares, the Board may
obtain such agreements or undertakings, if any, as the Board may deem necessary
or advisable to assure compliance with any law or regulation including, but not
limited to, the following:


 


(a)           a representation, warranty or
agreement by the Holder to the Company that he is acquiring the Sign-On Shares
for investment and not with a view to, or for sale in connection with, the
distribution of any such Sign-On Shares; and


 


 

















 


(b)           a representation, warranty or
agreement to be bound by any legends that are, in the opinion of the Board,
necessary or appropriate to comply with the provisions of any securities law
deemed by the Board to be applicable to the issuance of the Sign-On Shares and
are endorsed upon the Share certificates.


 


6.             Interpretation of the Award
Provisions.  The Committee shall have the authority to the
full extent provided under the terms of the 2005 Plan to interpret all terms of
the 2005 Plan and this Award, and to otherwise supervise the implementation of
such terms.


 


7.             Governing Law.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,
THIS AWARD SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.


 


8.             Binding Effect. 
This Award shall inure to the benefit of and be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.


 


9.             Amendments.  This Award may only be amended by
a written document signed by the Company and the Holder.


 


10.          Severability. 
If any provision of this Award is declared or found to be illegal,
unenforceable or void, in whole or in part, the remainder of this Award will
not be affected by such declaration or finding and each such provision not so
affected will be enforced to the fullest extent permitted by law.


 


11.          Counterparts.  This Award may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


 


IN
WITNESS WHEREOF,
the Company has caused these presents to be executed on its behalf and the
Holder has hereunto set his hand, all on the day and year first above written.


 


	
   

  	
  THOMAS
  GROUP, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Edward P. Evans

  
	
   

  	
  Edward P. Evans,
  Director

  
	
   

  	
   

  



 


ACKNOWLEDGMENT


 


The Holder agrees
to be bound by all the terms of this Award and the 2005 Plan.


 


	
  /s/ Michael E. McGrath

  
	
  Michael E. McGrath