(VII) PROFITS BEFORE TAXES, (VIII) FAIR MARKET VALUE
PER SHARE, (IX) NET ASSET VALUE, (X) NET ASSET VALUE PER SHARE, (XI) OPERATING
COST REDUCTIONS, OR (XII) SUCH OTHER SIMILAR MEASURES AS THE COMMITTEE MAY
SELECT, AND PROVIDED THAT SUCH MEASURES MAY BE MADE BEFORE OR AFTER ADJUSTMENTS
AS DETERMINED BY THE COMMITTEE AT THE TIME OF THE GRANT OF THE AWARD AND
DESIGNATED IN WRITING IN THE AWARD, PROVIDED, WITHOUT LIMITATION, THAT WHILE A
PERFORMANCE STANDARD CAN INCLUDE REMAINING IN THE EMPLOY OF THE COMPANY FOR A
PERIOD OF TIME, IT SHALL NOT BE BASED ON MERELY REMAINING IN THE EMPLOY OF THE
COMPANY FOR A SPECIFIED PERIOD OF TIME.
(BB)
"PERFORMANCE PERIOD" SHALL MEAN THE PERIOD
SELECTED BY THE COMMITTEE WITH RESPECT TO WHICH THE PERFORMANCE OBJECTIVES
RELATE OR A MEASURED.
(CC)
"PLAN" SHALL MEAN THIS 2005 OMNIBUS STOCK AND
INCENTIVE PLAN FOR THOMAS GROUP, INC..
(DD)
"PLAN YEAR" SHALL MEAN THE CALENDAR YEAR.
4
(EE)
"RESERVED SHARES" SHALL MEAN, AT EACH TIME OF
REFERENCE, THE TOTAL NUMBER OF SHARES DESCRIBED IN SECTION 3 WITH RESPECT TO
WHICH THE COMMITTEE MAY GRANT AN AWARD, ALL OF WHICH RESERVED SHARES SHALL BE
HELD IN THE COMPANY'S TREASURY OR SHALL BE MADE AVAILABLE FROM THE COMPANY'S
AUTHORIZED AND UNISSUED SHARES.
(FF)
"RESTRICTION(S)" "RESTRICTED" AND SIMILAR
SHALL MEAN THE RESTRICTIONS APPLICABLE TO RESERVED SHARES SUBJECT TO AN AWARD
WHICH CONSTITUTE "A SUBSTANTIAL RISK OF FORFEITURE" OF SUCH RESERVED SHARES
WITHIN THE MEANING OF SECTION 83(A)(1) OF THE CODE.
(GG)
"RESTRICTED PERIOD" SHALL MEAN THE PERIOD DURING
WHICH RESTRICTED SHARES ARE SUBJECT TO RESTRICTIONS.
(HH)
"RESTRICTED SHARES" SHALL MEAN THE RESERVED SHARES
GRANTED TO AN ELIGIBLE PERSON WHICH ARE SUBJECT TO RESTRICTIONS; PROVIDED,
FURTHER, THAT THE COMMITTEE MAY, IN ITS SOLE DISCRETION, DETERMINE THAT THE
RESTRICTIONS WHICH OTHERWISE WOULD HAVE BEEN IMPOSED HAVE BEEN FULLY SATISFIED
ON THE DATE OF GRANT BY REASON OF PRIOR SERVICE AND/OR OTHER CONSIDERATIONS, AND
THUS PROVIDE THAT SUCH RESTRICTED SHARES SHALL BE FULLY VESTED ON THE DATE OF
GRANT.
(II)
"RESTRICTED SHARE AWARD" SHALL MEAN THE
AWARD OF RESTRICTED SHARES.
(JJ)
"RESTRICTED SHARE DISTRIBUTIONS" SHALL MEAN
ANY AMOUNTS, WHETHER SHARES, CASH OR OTHER PROPERTY (OTHER THAN REGULAR CASH
DIVIDENDS) PAID OR DISTRIBUTED BY THE COMPANY WITH RESPECT TO RESTRICTED SHARES
DURING A RESTRICTED PERIOD.
(KK)
"SAR" SHALL MEAN A STOCK APPRECIATION RIGHT AS
DEFINED IN SECTION 18 HEREOF.
(LL)
"SHARE(S)" SHALL MEAN A SHARE OR SHARES OF
COMMON STOCK.
(MM)
"SHAREHOLDERS" SHALL MEAN PERSONS OWNING ONE OR MORE
SHARES AT THE TIME OF REFERENCE.
(NN)
"SPREAD" SHALL MEAN THE DIFFERENCE BETWEEN THE
OPTION PRICE, OR THE AGREED PRICE, AS THE CASE MAY BE, OF THE SHARE(S) ON THE
DATE OF GRANT OF THE AWARD, AND THE FAIR MARKET VALUE OF SUCH SHARE(S) ON THE
LATER DATE OF REFERENCE.
(OO)
"SEPARATION" SHALL MEAN THE DATE ON WHICH A
HOLDER CEASES TO HAVE AN EMPLOYMENT RELATIONSHIP WITH THE COMPANY FOR ANY
REASON, INCLUDING DEATH OR DISABILITY; AND PROVIDED, FURTHER, WITHOUT
LIMITATION, SUCH EMPLOYMENT RELATIONSHIP WILL CEASE, IN THE