BUSINESS CONTACTS BY MR. ENGLISH DURING PAST EMPLOYMENT WITH THE
COMPANY IS NOW THE EXCLUSIVE PROPERTY OF THE COMPANY, AND (C) THAT ALL OF THE
CONFIDENTIAL INFORMATION AND SPECIALIZED TRAINING RECEIVED BY MR. ENGLISH DURING
PAST EMPLOYMENT WITH COMPANY WILL BE USED ONLY FOR THE BENEFIT OF THOMAS GROUP
AS DESCRIBED ABOVE, WHETHER PREVIOUSLY SO AGREED OR NOT. MR. ENGLISH WAIVES AND
RELEASES ANY CLAIM OR ALLEGATION THAT HE SHOULD BE ABLE TO USE CLIENT AND
CUSTOMER GOODWILL, SPECIALIZED COMPANY TRAINING, OR WORK PRODUCT, OR
CONFIDENTIAL INFORMATION, THAT WAS PREVIOUSLY RECEIVED OR DEVELOPED BY HIM WHILE
WORKING FOR THOMAS GROUP FOR THE BENEFIT OF ANY COMPETING PERSON OR ENTITY.
1.2
1999 INCENTIVE PLAN.
WITHOUT LIMITING THE EFFECT OF THE
PROVISIONS OF SECTION 1.1 ABOVE, IT IS SPECIFICALLY AGREED THAT MR. ENGLISH
SHALL NOT PARTICIPATE IN (I) THE
COMPANY 1999 INCENTIVE PLAN OR (II) OTHER BONUS, PROFIT SHARING OR INCENTIVE
PLANS OF THE COMPANY NOT SPECIFICALLY PROVIDED FOR HEREIN.
2.
DEFINITIONS. THE DEFINED TERMS USED IN THIS AGREEMENT SHALL HAVE
THE MEANINGS ASCRIBED TO THEM IN THIS SECTION 2.
2.1
BOARD OF DIRECTORS. "BOARD" OR THE "BOARD OF DIRECTORS" SHALL MEAN
THE BOARD OF DIRECTORS OF THOMAS GROUP OR ANY COMMITTEE OF THE BOARD EMPOWERED
TO ACT OR MAKE DECISIONS OR DETERMINATIONS WITH RESPECT TO THIS AGREEMENT.
2.2
CAUSE. "CAUSE" SHALL MEAN THAT ANY OF THE FOLLOWING: (A)
MR. ENGLISH HAS ENGAGED IN ANY ACT OF GROSS MISCONDUCT THAT IS INJURIOUS TO
THOMAS GROUP OR ITS BUSINESS: (B) ANY ACT BY MR. ENGLISH OF DISHONESTY,
MISCONDUCT, FRAUD, MISAPPROPRIATION, EMBEZZLEMENT, THEFT, MORAL TURPITUDE OR THE
LIKE; (C) THE REFUSAL BY MR. ENGLISH TO PERFORM THE DUTIES OR RESPONSIBILITIES
PROPERLY ASSIGNED TO HIM BY THE COMPANY, OR THE DERELICTION OF DUTY BY
MR. ENGLISH; OR (D) A MATERIAL BREACH OF THIS AGREEMENT BY MR. ENGLISH OR A
VIOLATION OF ANY MATERIAL PROVISION OF THIS AGREEMENT BY MR. ENGLISH.
2.3
CHANGE IN CONTROL.
A "CHANGE IN CONTROL" SHALL OCCUR IF ANY OF
THE FOLLOWING OCCURS:
(A)
IF ANY INDIVIDUAL, ENTITY OR GROUP (WITHIN THE MEANING OF
SECTION 13(D)(3) OR 14(D)(2) OF THE EXCHANGE ACT) (A "PERSON") IS OR BECOMES THE
"BENEFICIAL OWNER" (AS DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT), DIRECTLY
OR INDIRECTLY, OF SECURITIES OF THE COMPANY REPRESENTING (I) WITH RESPECT TO
OPTIONS GRANTED PURSUANT TO THE 1992 STOCK OPTION PLAN, 50 PERCENT OR MORE OF
THE COMBINED VOTING POWER OF THE COMPANY'S THEN OUTSTANDING SECURITIES, OR (II)
WITH RESPECT TO OPTIONS GRANTED PURSUANT TO THE 1997 STOCK OPTION PLAN, 20% OR
MORE OF THE COMBINED VOTING POWER OF THE COMPANY'S THEN OUTSTANDING SECURITIES,
OR (III) WITH RESPECT TO SECTION 5.2(A) HEREOF, 40% OR MORE OF THE COMBINED
VOTING POWER OF THE COMPANY'S THEN OUTSTANDING SECURITIES; PROVIDED, HOWEVER,
THAT THE TERM "PERSON" SHALL NOT INCLUDE (A) THE COMPANY, (B) ANY EMPLOYEE
BENEFITS PLAN OF THE COMPANY, (C) A TRUSTEE OR OTHER FIDUCIARY HOLDING
SECURITIES UNDER AN EMPLOYEE BENEFIT PLAN OF THE COMPANY AND ACTING IN SUCH
CAPACITY, (D) A SUBSIDIARY (AS