(e) On June 8, 2009, stockholders of The Management Network Group, Inc. (the "Company") approved an amendment and restatement of the Company's 1999 Employee Stock Purchase Plan (the "ESPP"). The amendments to the ESPP include the following:

• extension of the date after which no new awards may be granted under the ESPP from September 7, 2009 to June 7, 2014; and

• elimination of the automatic share increase feature of the ESPP, with the maximum number of shares available for issuance under the ESPP set at 1,861,044 shares.

On June 8, 2009 the stockholders of the Company also approved an amendment and restatement of the Company's 1998 Equity Incentive Plan (the "Equity Plan"). The amendments to the Equity Plan include the following:

• extension of the date after which no new awards may be granted under the Equity Plan from September 7, 2009 to June 7, 2014;

• elimination of the automatic share increase feature of the Equity Plan;

• a decrease in the maximum number of shares available for issuance under the Equity Plan from the current limit of 16,794,159 shares to 7,000,000 shares;

• expansion of the types of awards that may be issued under the Equity Plan to include both performance-based and service-based restricted stock and restricted stock units; and

• approval of a list of performance criteria under the Equity Plan that will allow awards of performance-based restricted stock and restricted stock units to be eligible for the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code of 1986.

The foregoing descriptions of the amendments to the ESPP and the Equity Plan (collectively, the "Plans") do not purport to be complete and are qualified in their entirety by reference to the full text of the Plans, each as amended and restated, which are attached as Appendix A and Appendix B, respectively, to the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission ("SEC") on May 4, 2009 (the "Proxy Statement"), and to the description of the amendments to the Plans contained in Proposals 2 and 3 of the Company's Proxy Statement, all of which are incorporated herein by reference.

(d) Exhibits.

  Exhibit No. Description




  10.1              The Management Network Group, Inc. Employee Stock
                    Purchase Plan, as amended and restated (incorporated
                    by reference from Appendix A to the Company's
                    Definitive Proxy Statement filed with the SEC on May
                    4, 2009).

  10.2              The Management Network Group, Inc. 1998 Equity
                    Incentive Plan, as amended and restated
                    (incorporated by reference from Appendix B to the
                    Company's Definitive Proxy Statement filed with the
                    SEC on May 4, 2009).