Exhibit
10.3


2006 EXECUTIVE
LONG-TERM INCENTIVE PLAN


A.            Executives


The following executive
long-term incentive plan (“LTIP”) shall apply for the following officers of the
Corporation (the “Executives”):


	
  1. John J. McDonnell, Jr.

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  2. Brian J.
  Bates

  	
   

  	
  President and Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
  3. Henry H.
  Graham, Jr.

  	
   

  	
  Executive Vice President, Chief Financial Officer
  and Treasurer

  
	
   

  	
   

  	
   

  
	
  4. Raymond Low

  	
   

  	
  President, International Services Division (Transaction
  Network Services (UK) Limited)

  
	
   

  	
   

  	
   

  
	
  5. John J.
  McDonnell III

  	
   

  	
  Executive Vice President and Chief Strategy Officer

  
	
   

  	
   

  	
   

  
	
  6. Matthew M.
  Mudd

  	
   

  	
  Executive Vice President and Chief Development
  Officer

  
	
   

  	
   

  	
   

  
	
  7. Michael Q.
  Keegan

  	
   

  	
  Executive Vice President, General Counsel and
  Secretary

  
	
   

  	
   

  	
   

  
	
  8. Edward C.
  O’Brien

  	
   

  	
  Executive Vice President and Controller

  
	
   

  	
   

  	
   

  



B.            Grants


In respect of the
Corporation’s 2006 fiscal year, each of the Executives shall receive a grant,
subject to the provisions and limitations contained in the Corporation’s 2004
Long-Term Incentive Plan (the “Plan”) and the terms contained herein, of:


(1)                                                        restricted
stock (the “2006 RSU Award”) equal to 40% of the Executive’s LTIP Annual Target
(as such term is defined in the Executive’s management agreement); and


(2)                                                        options
(the “2006 Option Award”) to purchase shares of the Corporation’s common stock
having an aggregate value equal to 60% of the Executive’s LTIP Target.



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The aggregate target
number of shares of restricted stock subject to the 2006 RSU Award (“Target
2006 RSUs”) shall be determined by dividing (x) 40% of the Executive’s LTIP
Annual Target by (y) the closing price of the Corporation’s common shares on
the New York Stock Exchange on June 1, 2006 (the “Grant Date”) discounted by
11.5% to reflect the expected value of the Target 2006 RSUs taking into account
the four year vesting period.


The aggregate
target number of shares subject to the 2006 Option Award (“Target 2006 Options”)
shall be determined using the Black-Scholes method.  The exercise price for the Target 2006
Options shall be the closing price of the Corporation’s common shares on the
New York Stock Exchange on the Grant Date.


C.            Award Determination


The amount of
shares of restricted stock subject to each of the 2006 RSU Award and the 2006
Option Award shall be adjusted up or down based upon the attainment of gross
revenue and EBITDA(1) targets, as set forth below, by the Corporation during
fiscal year 2006 (“Target 2006 Gross Revenue” and “Target 2006 EBITDA,”
respectively), with the amount calibrated based on over- or under-achievement
of these targets to between 0% and 200% of Target 2006 RSUs and Target 2006
Options.


1.                                      2006
Revenue and EBITDA Targets


With respect to Messrs. McDonnell, Jr., Graham, McDonnell III, Mudd,
Keegan and O’Brien, the Target 2006 Gross Revenue and Target 2006 shall be set
by the Board of Directors in accordance with the Corporation’s 2006 fiscal year
budget approved by the Board of Directors. 
Attainment of these targets shall be determined based on the
consolidated 2006 operating results of TNS, Inc. and its subsidiaries.


With respect to Mr. Bates, the Target 2006 Gross Revenue and Target
2006 EBITDA shall be as set by the Board of Directors in accordance with the
Corporation’s 2006 fiscal year budget approved by the Board of Directors.  Attainment of these targets shall be
determined based on the 2006 operating results of TNS, Inc. and its
subsidiaries domiciled in the United States and Canada (“Domestic Subsidiaries”).


With respect to Mr. Low, the Target 2006 Gross Revenue and Target 2006
EBITDA shall be as set by the Board of Directors in accordance with the
Corporation’s 2006 fiscal year budget approved by the Board of Directors.  Attainment of these targets shall be
determined based on the 2006 operating 






(1)             EBITDA
shall be determined by taking income from operations and adding back certain
non-cash items, including amortization of intangible assets, depreciation and
amortization of property and equipment and stock compensation expense.



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performance of all subsidiaries of TNS, Inc. (other than the Domestic
Subsidiaries).


The 2006 Gross Revenue and 2006 EBITDA Targets shall be adjusted by the
Compensation Committee of the Board of Directors to reflect acquisitions and
dispositions of businesses and assets by the Corporation to the extent not
reflected in the 2006 fiscal year budget for the Corporation approved by the
Board of Directors.


2.             Determination
of RSU and Option Awards


For each Executive, the amount of shares of restricted stock subject to
the Executive’s 2006 RSU Award shall equal:


(i)                                     50%
of the respective Target 2006 RSUs multiplied by the appropriate
percentage set forth in the table contained in Section C(3) below that
represents the percentage of the Target 2006 Gross Revenue attained during the
Corporation’s 2006 fiscal year, plus


(ii)                                  50%
of the respective Target 2006 RSUs multiplied by the appropriate
percentage set forth in the table contained in Section C(3) below that
represents the percentage of the Target 2006 EBITDA attained during the
Corporation’s 2006 fiscal year.


For each Executive, the amount of option shares subject to the
Executive’s 2006 Option Award shall equal:


(x)                                   50%
of the respective Target 2006 Options multiplied by the appropriate
percentage set forth in the table contained in Section C(3) below that
represents the percentage of the Target 2006 Gross Revenue attained during the
Corporation’s 2006 fiscal year, plus


(y)                                 50%
of the respective Target 2006 Options multiplied by the appropriate
percentage set forth in the table contained in Section C(3) below that
represents the percentage of the Target 2006 EBITDA attained during the
Corporation’s 2006 fiscal year.



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3.    Vesting Percentage


 




	
  Percentage of Target Attained

  	
   

  	
  Percentage of Target Award Earned

  
	
  110% and above[MAXIMUM]

  	
   

  	
  200%

  
	
  109%

  	
   

  	
  190%

  
	
  108%

  	
   

  	
  180%

  
	
  107%

  	
   

  	
  170%

  
	
  106%

  	
   

  	
  160%

  
	
  105%

  	
   

  	
  150%

  
	
  104%

  	
   

  	
  140%

  
	
  103%

  	
   

  	
  130%

  
	
  102%

  	
   

  	
  120%

  
	
  101%

  	
   

  	
  110%

  
	
  100% [TARGET]

  	
   

  	
  100%

  
	
  99%

  	
   

  	
  90%

  
	
  98%

  	
   

  	
  80%

  
	
  97%

  	
   

  	
  70%

  
	
  96%

  	
   

  	
  60%

  
	
  95%

  	
   

  	
  50%

  
	
  94%

  	
   

  	
  40%

  
	
  93%

  	
   

  	
  30%

  
	
  92%

  	
   

  	
  20%

  
	
  91% [THRESHOLD]

  	
   

  	
  10%

  
	
  90% and below

  	
   

  	
  0%

  






 


D.            Vesting and Reservation of Shares


The Board of
Directors shall make a determination as to the final number of shares of
restricted stock subject to each Executive’s 2006 RSU Award and the final
number of options to purchase shares of common stock subject to each Executive’s
2006 Option Award within the 60-day period immediately following December 31,
2006. Upon the making of such determination, one quarter of the 2006 RSUs, if
any, and 2006 Options, if any, granted to the Executive shall immediately vest
with the remainder vesting in equal annual installments over a three-year
period (with the second tranche vesting on January 1, 2008, the third tranche
vesting on January 1, 2009 and the fourth tranche vesting on January 1, 2010).


The Corporation shall reserve for issuance under the
Plan that number of shares of common stock necessary to satisfy the Target 2006
Options and the Target 2006 RSUs granted to Executives hereunder.


 



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