BY ANY PERSON FOR
FIFTY PERCENT OR MORE OF THE OUTSTANDING VOTING SECURITIES OF THE CORPORATION,
AND THE BOARD OF DIRECTORS APPROVES OR FAILS TO OPPOSE THAT TENDER OR EXCHANGE
OFFER IN ITS STATEMENTS IN SCHEDULE 14D-9 UNDER THE EXCHANGE ACT; OR
(G)
WITH RESPECT TO OPTIONS GRANTED PURSUANT TO THE 1997 STOCK OPTION
PLAN, IF, IN A TITLE 11 BANKRUPTCY PROCEEDING, THE APPOINTMENT OF A TRUSTEE OR
THE CONVERSION OF A CASE INVOLVING THE COMPANY TO A CASE UNDER CHAPTER 7.
2.4
COMMON STOCK. "COMMON STOCK" SHALL MEAN THE COMMON STOCK OF THOMAS
GROUP, PAR VALUE $.01 PER SHARE.
2.5
DISABILITY.
"DISABILITY" SHALL MEAN THE INABILITY OF MR. ENGLISH
TO PERFORM HIS MATERIAL MANAGERIAL DUTIES AND RESPONSIBILITIES AS CONTEMPLATED
UNDER SECTION 3 DURING HIS EMPLOYMENT WITH THOMAS GROUP, WITH OR WITHOUT A
REASONABLE ACCOMMODATION, FOR A CONSECUTIVE PERIOD OF THREE (3) MONTHS OR A
NON-CONSECUTIVE PERIOD OF SIX (6) MONTHS WITHIN ANY TWELVE- (12) MONTH PERIOD.
THE COMPANY WILL COMPLY WITH THE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES
ACT WITH RESPECT TO ATTEMPTING TO REACH A REASONABLE ACCOMMODATION. THE
EXISTENCE OF DISABILITY AND THE DATE OF COMMENCEMENT OF DISABILITY SHALL BE
DETERMINED IN ACCORDANCE WITH SECTION 6.1(E).
2.6
EXCHANGE ACT.
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
2.7
GOOD REASON.
"GOOD REASON" SHALL MEAN MR. ENGLISH'S DECISION TO
TERMINATE HIS EMPLOYMENT UNDER THIS AGREEMENT IF THOMAS GROUP OR ANY SUCCESSOR
COMMITS ANY MATERIAL BREACH OF THIS AGREEMENT, OR DIMINISHES MR. ENGLISH'S BASE
SALARY (AS DEFINED HEREIN), OR DIMINISHES MR. ENGLISH'S DUTIES AND
RESPONSIBILITIES BELOW THOSE OF VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, OR
AT ANY TIME WITHIN ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING A CHANGE OF
CONTROL.
2.8
TERM OF EMPLOYMENT.
"TERM OF EMPLOYMENT" SHALL MEAN THE PERIOD OF
TIME COMMENCING ON JUNE 29, 2005 AND CONTINUING UNTIL DECEMBER 31, 2006.
3.
EMPLOYMENT.
3.1
EMPLOYMENT.
THOMAS GROUP AGREES TO EMPLOY MR. ENGLISH AND
MR. ENGLISH ACCEPTS EMPLOYMENT BY THOMAS GROUP AS VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER OF THOMAS GROUP FOR THE TERM OF EMPLOYMENT ON THE TERMS AND
CONDITIONS AND FOR THE COMPENSATION SET FORTH IN THIS AGREEMENT.
SUBJECT TO THE
AUTHORITY OF THE BOARD OF DIRECTORS, MR. ENGLISH SHALL BE RESPONSIBLE FOR THE
FINANCIAL AFFAIRS OF THOMAS GROUP IN THE ORDINARY COURSE OF ITS BUSINESS WITH
ALL SUCH POWERS AS MAY BE REASONABLY INCIDENT TO SUCH RESPONSIBILITIES AS ITS
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER.
MR. ENGLISH SHALL DEVOTE HIS FULL
TIME AND EFFORT TO THE DISCHARGE OF HIS DUTIES AS THOMAS GROUP'S VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER.
3.2
PERSONAL SERVICES.
ALL SERVICES TO BE PROVIDED BY MR. ENGLISH
UNDER THIS AGREEMENT SHALL BE PERFORMED BY MR. ENGLISH PERSONALLY.
DURING THE
TERM OF THIS AGREEMENT, MR. ENGLISH SHALL DEVOTE HIS ENTIRE BUSINESS TIME,
ATTENTION, ENERGIES, SKILLS, LEARNING AND BEST EFFORTS TO THE BUSINESS
OPERATIONS OF THE COMPANY, AND SHALL NOT (WITHOUT THE PRIOR WRITTEN CONSENT OF
THE CHIEF EXECUTIVE OFFICER) (I) UNDERTAKE OR ACCEPT ANY DUTIES UNDER WHICH
THERE IS A CONFLICT OF