Thomas Group Inc Sample Contracts

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Rights Agreement • July 16th, 1998 • Thomas Group Inc • Services-management consulting services • Illinois
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1 EXHIBIT 10.6 FIRST AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT
Credit Agreement • March 12th, 1999 • Thomas Group Inc • Services-management consulting services • Texas
RECITALS
Employment Agreement • March 31st, 1997 • Thomas Group Inc • Services-management consulting services • Texas
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Rights Agreement • August 13th, 1999 • Thomas Group Inc • Services-management consulting services • Illinois
RECITALS
Employment Agreement • March 12th, 1999 • Thomas Group Inc • Services-management consulting services • Texas
W I T N E S S E T H
Rights Agreement • March 12th, 1999 • Thomas Group Inc • Services-management consulting services • Delaware
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Employment Agreement • April 15th, 1998 • Thomas Group Inc • Services-management consulting services • Texas
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Rights Agreement • July 16th, 1998 • Thomas Group Inc • Services-management consulting services • Illinois
Contract
Thomas Group Inc • November 14th, 2011 • Services-management consulting services • Texas

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT REQUIRED.

RECITALS
Employment Agreement • April 15th, 1998 • Thomas Group Inc • Services-management consulting services • Texas
THOMAS GROUP, INC. APPRECIATION RIGHTS AGREEMENT
Appreciation Rights Agreement • March 30th, 2004 • Thomas Group Inc • Services-management consulting services • Texas

This APPRECIATION RIGHTS AGREEMENT (this "Agreement") is made this 13th day of December 2003, to be effective April 8, 2003, between THOMAS GROUP, INC., a Delaware corporation (the "Company") and JAMES T. TAYLOR, an executive officer of the Company and an individual resident of the state of Texas ("SAR Holder").

AMENDMENT NO. TWO TO LOAN AGREEMENT
Loan Agreement • March 31st, 2006 • Thomas Group Inc • Services-management consulting services

This Amendment No. Two (the “Amendment”) dated as of June 6, 2005, is between Bank of America, N.A. (the “Bank”) and Thomas Group, Inc. (the “Borrower”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 23rd, 2002 • Thomas Group Inc • Services-management consulting services • Texas

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of October 17, 2002, by and among Thomas Group, Inc., a Delaware corporation (the "Company"), and Edward P. Evans (the "Investor").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2004 • Thomas Group Inc • Services-management consulting services • Texas

This Amendment to Employment Agreement (this "Amendment") is made and entered into this 12th day of August, 2003, but effective January 1, 2003, by and between Thomas Group, Inc. ("TGI"), a Delaware corporation, and Jim C. Houlditch ("Employee"), an individual residing in Texas.

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT
Credit Loan Agreement • March 30th, 2004 • Thomas Group Inc • Services-management consulting services • Texas

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT (this "Amendment"), dated as of February 2, 2004, is between THOMAS GROUP, INC., a Delaware corporation (the "Borrower") and COMERICA BANK ("Lender"), successor by merger with Comerica Bank-Texas.

AMENDMENT NO. 1 to PERFORMANCE SHARE AWARD UNDER THE 2008 OMNIBUS STOCK AND INCENTIVE PLAN for THOMAS GROUP, INC.
Performance Share Award • May 2nd, 2008 • Thomas Group Inc • Services-management consulting services • Texas

THIS AMENDMENT NO. 1 TO PERFORMANCE SHARE AWARD, dated as of April 30, 2008 (this “Amendment”), is entered into by and between Thomas Group, Inc., a Delaware corporation (the “Company”), and Earle Steinberg (the “Holder”).

AGREEMENT
Agreement • March 12th, 1999 • Thomas Group Inc • Services-management consulting services
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FIRST AMENDED EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2003 • Thomas Group Inc • Services-management consulting services • Texas

This First Amended Employment Agreement (this "Agreement") is entered into by and between Thomas Group. Inc. ("Thomas Group" or the "Company"), a Delaware corporation, and James Taylor ("Mr. Taylor") (the signatories to this Agreement shall be referred to jointly as the "Parties") as of December 21, 2002, to amend, modify, and restate the terms and conditions of that certain Employment Agreement executed by and between Mr. Taylor and Thomas Group on or about March 1, 2001 (the "Employment Agreement").

AMENDMENT NO. 1 to PERFORMANCE SHARE AWARD UNDER THE 2008 OMNIBUS STOCK AND INCENTIVE PLAN for THOMAS GROUP, INC.
Performance Share Award • May 2nd, 2008 • Thomas Group Inc • Services-management consulting services • Texas

THIS AMENDMENT NO. 1 TO PERFORMANCE SHARE AWARD, dated as of April 30, 2008 (this “Amendment”), is entered into by and between Thomas Group, Inc., a Delaware corporation (the “Company”), and Michael E. McGrath (the “Holder”).

THOMAS GROUP, INC. DAVID E. ENGLISH EMPLOYMENT AGREEMENT Dated November 7, 2005 (To be effective June 29, 2005)
Employment Agreement • November 10th, 2005 • Thomas Group Inc • Services-management consulting services • Texas

This Employment Agreement (this “Agreement”) is entered into this 7th day of November, 2005 to be effective June 29, 2005, by and between Thomas Group. Inc. (“Thomas Group” or the “Company”), a Delaware corporation, and David E. English (“Mr. English”) (the signatories to this Agreement shall be referred to jointly as the “Parties”),.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2005 • Thomas Group Inc • Services-management consulting services • Texas

This Amendment to Employment Agreement (this "Amendment") is made and entered into this 28th day of March, 2005, but effective January 1, 2005, by and between Thomas Group, Inc. ("TGI"), a Delaware corporation, and Jimmy C. Houlditch ("Employee"), an individual residing in Texas.

AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 31st, 2008 • Thomas Group Inc • Services-management consulting services • Texas

This Amendment to Loan Agreement (this "Amendment") is executed effective February 13, 2007, by and between THOMAS GROUP, INC., a Delaware corporation ("Borrower") and JPMORGAN CHASE BANK, N.A., a national banking association ("Bank") ("Lender").

AMENDED AND RESTATED WARRANT To Purchase Common Stock of THOMAS GROUP, INC.
Thomas Group Inc • October 23rd, 2002 • Services-management consulting services • Texas

THIS AMENDED AND RESTATED WARRANT (this "Warrant") amends and restates that certain warrant, dated as of September 20, 2002, issued to General John T. Chain, Jr. This Warrant certifies that, for ten and 00/100 dollars ($10.00) and other value received, the receipt and sufficiency of which is hereby acknowledged, General John T. Chain, Jr., an individual, or registered assigns (the "Holder"), is the registered owner and is entitled, subject to the terms and conditions of this Warrant, from the date hereof until the date which is five (5) years after the date on which this Warrant is issued (the "Expiration Date"), to purchase 434,899 shares of common stock, $0.01 par value per share (the "Common Stock"), of Thomas Group, Inc., a Delaware corporation (the "Company"), at a purchase price per share equal to $0.30 (the "Exercise Price"). The number of shares of Common Stock which may be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock are su

RECITALS
Employment Agreement • May 11th, 2001 • Thomas Group Inc • Services-management consulting services • Texas
THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 31st, 2008 • Thomas Group Inc • Services-management consulting services • Texas

This Third Amendment to Loan Agreement (this "Amendment") is executed effective November 9, 2007, by and between THOMAS GROUP, INC., a Delaware corporation ("Borrower") and JPMORGAN CHASE BANK, N.A., a national banking association ("Lender").

RECITALS:
Revolving Redit Loan Agreement • August 16th, 1999 • Thomas Group Inc • Services-management consulting services • Texas
March 24, 2011 Mr. Michael E. McGrath 15116 Vizcaya Drive Dallas, TX 75248 Re: Third Amendment to Terms and Conditions of Employment Dear Michael:
Thomas Group Inc • March 24th, 2011 • Services-management consulting services

This letter will evidence the terms and conditions relating to an amendment of the letter agreement entered into by Thomas Group, Inc. (the "Company") and you dated February 19, 2008, as previously amended by the Amendment to Terms and Conditions of Employment entered into by the Company and you and dated March 3, 2009 (the Employment Letter") and subsequently amended March 2, 2010.

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Thomas Group Inc • March 24th, 2011 • Services-management consulting services • Texas

Thomas Group, Inc. (the "Company") has determined that you are part of the team that is essential to the continuity of its operations and its future success. In order to encourage you to enhance and preserve the value of the Company and to ensure your continuing support, the Company considers it appropriate to provide you with a retention pay agreement (this "Agreement") on and subject to the terms and conditions set forth below:

SEVERANCE AGREEMENT
Severance Agreement • March 30th, 2004 • Thomas Group Inc • Services-management consulting services • Texas

This Severance Agreement, dated as of February 19, 2004 ("Agreement"), by and between Thomas Group, Inc., a Delaware corporation (the "Company") and Toby Marion ("Employee").

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