UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.   )

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The Management Network Group, Inc.
(Name of Registrant as Specified In Its Charter)

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TABLE OF CONTENTS

THE MANAGEMENT NETWORK GROUP, INC.
7300 COLLEGE BOULEVARD, SUITE 302
OVERLAND PARK, KANSAS 66210

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 27, 2010

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of THE MANAGEMENT NETWORK GROUP, INC., a Delaware corporation (the “Company”), will be held on May 27, 2010, at 9:00 a.m. local time, at the Hyatt Regency O’Hare, 9300 West Bryn Mawr Avenue, Rosemont, Illinois, 60018, to consider and vote upon the following matters:

1. The election of the Company’s nominee as a Class II director to serve for a term of three years expiring at the 2013 Annual Meeting of Stockholders and until his successor is elected and qualified.

2. The approval of amendments to the Company’s Amended and Restated 1998 Equity Incentive Plan.

3. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2011.

4. The consideration of such other business as may properly come before the meeting or any adjournment of the meeting.

Stockholders of record at the close of business on April 5, 2010, are entitled to notice of and to vote at the meeting. Each stockholder is entitled to one vote per share.

You are cordially invited to attend the meeting in person. However, to ensure your representation at the meeting, we urge you to mark, sign, date, and return the enclosed proxy as promptly as possible in the postage-prepaid envelope enclosed for that purpose or to vote via the Internet or by telephone as provided on the proxy. You may attend the meeting and vote in person even if you have returned a proxy.

By order of the Board of Directors

RICHARD P. NESPOLA

Chairman and CEO

Overland Park, Kansas

April 21, 2010

YOUR VOTE IS IMPORTANT

IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE OR TO VOTE PROMPTLY VIA THE INTERNET OR BY TELEPHONE AS PROVIDED ON THE PROXY.

THE MANAGEMENT NETWORK GROUP, INC.
7300 COLLEGE BOULEVARD, SUITE 302
OVERLAND PARK, KANSAS 66210

PROXY STATEMENT
FOR THE 2010 ANNUAL MEETING OF STOCKHOLDERS
MAY 27, 2010

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors of The Management Network Group, Inc. (“we,” “us,” the “Company” or “TMNG”), for use at the Annual Meeting of Stockholders to be held May 27, 2010 at 9:00 a.m. local time, or at any postponement or adjournment thereof (the “Annual Meeting”), for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at the Hyatt Regency O’Hare, 9300 West Bryn Mawr Avenue, Rosemont, Illinois, 60018.

These proxy solicitation materials and our Annual Report to Stockholders for the fiscal year ended January 2, 2010, including financial statements (the “Annual Report”), are expected to be first mailed on or prior to April 21, 2010, to all stockholders entitled to vote at the Annual Meeting.

NOTE REGARDING STREAMLINED DISCLOSURE

Effective February 4, 2008, the Securities and Exchange Commission (“SEC”) adopted amendments to SEC rules expanding the number of companies that qualify for the SEC’s scaled disclosure requirements for smaller reporting companies. The amendments were intended to benefit investors by allowing smaller reporting companies to tailor their disclosure to reduce costs. Because the Company qualifies as a “smaller reporting company” under the amended rules, the Company is providing streamlined disclosure in this proxy statement in accordance with the amended rules. Under the scaled disclosure obligations, the Company is not required to provide, among other things, Compensation Discussion and Analysis and certain other tabular and narrative disclosures relating to executive compensation.

RECORD DATE AND SHARE OWNERSHIP

Stockholders of record at the close of business on April 5, 2010 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. On the Record Date, 7,028,310 shares of our Common Stock were outstanding.

REVOCABILITY OF PROXIES

You may revoke your proxy at any time before the Annual Meeting by (a) delivering to the Secretary of the Company prior to the Annual Meeting a written notice of revocation or a duly executed proxy bearing a later date or (b) voting via the Internet or by telephone subsequent to the date shown on a previously executed and delivered proxy or the date of a prior Internet or telephone vote. You may also revoke your proxy by attending the Annual Meeting and voting in person. If you only attend the Annual Meeting but do not vote, your proxy will not be revoked.

VOTING AND SOLICITATION

Each stockholder is entitled to one vote for each share held as of the Record Date. Stockholders will not be entitled to cumulate their votes in the election of directors. If your shares are held in “street name” and you wish to vote at the Annual Meeting, you must obtain a proxy form from the institution that holds your shares.

We will pay the cost of soliciting proxies. We expect to reimburse banks, brokerage firms and other custodians, nominees and certain fiduciaries for their reasonable out-of-pocket expenses in forwarding solicitation materials to the beneficial owners of their shares. Certain of our directors, officers and employees may also solicit proxies, without additional compensation, personally or by telephone or facsimile.

QUORUM; ABSTENTIONS; BROKER NON-VOTES

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the Inspector of Elections appointed for the meeting, who will determine whether or not a quorum is present.

The required quorum for the transaction of business at the Annual Meeting is a majority of the shares of stock of the Company issued and outstanding and entitled to vote thereat, present in person or represented by proxy. Shares voted “FOR,” “AGAINST,” or “WITHHELD FROM,” a matter will be treated as being present at the meeting for purposes of establishing a quorum and will also be treated as shares voted at the Annual Meeting. Abstentions and broker non-votes are also treated as being present for purposes of determining the presence of a quorum.

You may abstain from voting on any proposal other than the election of directors. Abstentions are counted in determining the outcome with respect to each proposal that requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote thereon and, therefore, will have the same effect as a vote against the proposal to approve amendments to the Company’s Amended and Restated 1998 Equity Incentive Plan and the proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company. With regard to the election of directors, votes may be cast in favor or withheld. Because directors are elected by a plurality of the votes cast for the election of directors at the Annual Meeting, with the nominees obtaining the most votes being elected, votes that are withheld will be excluded entirely from the vote and will have no effect.

On certain routine matters, such as the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company, if a stockholder that holds its shares through a broker does not provide instructions to that broker on how the stockholder wishes to vote, the broker will be allowed to exercise discretion and vote on behalf of the stockholder. A broker is prohibited, however, from voting on other non-routine matters, including the election of directors and proposals to amend compensation plans. Broker “non-votes” will occur when a broker does not receive voting instructions from a stockholder on a non-routine matter or if the broker otherwise does not vote on behalf of a stockholder. Because there is no minimum vote required for the election of directors, broker non-votes will be entirely excluded from the vote and will have no effect on its outcome. Broker non-votes are not counted in determining the number of shares present in person or represented by proxy and entitled to vote thereon with respect to a proposal that requires the affirmative vote of a majority of such shares and, therefore, will not affect the outcome of the voting on the proposal to amend our Amended and Restated 1998 Equity Incentive Plan.

BOARD RECOMMENDATIONS

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote your shares in accordance with the recommendations of the Board of Directors. The Board recommends you vote:

•      for the election of the person nominated as a Class II director;

•      for the approval of amendments to the Company’s Amended and Restated 1998 Equity Incentive Plan; and

•      for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2011.

If any other matter properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2010.

This proxy statement and our annual report to stockholders for the year ended January 2, 2010 are available to you at www.proxyvote.com.

PROPOSAL NO. 1

ELECTION OF DIRECTOR

DIRECTORS AND NOMINEE FOR DIRECTOR

Proposal No. 1 is the proposed election of the Company’s nominee as a Class II Director, to serve for a term of three years expiring at the 2013 annual meeting of stockholders and until his successor is elected and qualified. The Nominating and Corporate Governance Committee and the Board of Directors have nominated Roy A. Wilkens to serve as a Class II Director.

Under the Company’s Bylaws, the deadline for receipt of notice from stockholders of nominees for election as directors at the Annual Meeting was January 4, 2010. No stockholder nominations were received by that date. Accordingly, only the Company’s nominee will be eligible for election at the Annual Meeting.

Mr. Wilkens has consented to serve on the Board of Directors as a Class II Director. If Mr. Wilkens becomes unavailable to serve as a director at the time of the Annual Meeting, which is not expected, the proxy holders will vote the proxies in their discretion for the nominee designated by the Board of Directors to fill the vacancy.

Here is information regarding the nominee for Class II director and the directors whose term of office will continue after the Annual Meeting.

Name	Age		Principal Occupation
Nominee for Class II Director
Roy A. Wilkens(2)		67	Director
Continuing Class III Directors
Richard P. Nespola		65	Chairman and Chief Executive Officer of the Company
Andrew D. Lipman(1)(3)		58	Partner, Bingham McCutchen LLP
A. Reza Jafari(1)(3)		64	Chairman and Chief Executive Officer, e-Development International, Inc.
Continuing Class I Directors
Micky K. Woo		56	President and Chief Operating Officer of the Company
Robert J. Currey(2)(3)		64	Chief Executive Officer, Consolidated Communications, Inc.

(1)  Member of the Compensation Committee

(2)  Member of the Audit Committee

(3)  Member of the Nominating and Corporate Governance Committee

There are no family relationships among any of our directors or executive officers.

DIRECTOR TO BE ELECTED AT THE ANNUAL MEETING

Roy A. Wilkens has served as a director of the Company since 1999. In 1985, Mr. Wilkens founded WilTel, Inc., one of the first national fiber optic companies and a subsidiary of The Williams Companies, an oil and gas pipeline company. Mr. Wilkens was the Chief Executive Officer of WilTel Inc. from 1985 to 1995. In 1995, WilTel was acquired by LDDS Communications, a predecessor to MCI WorldCom. Mr. Wilkens

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remained as Chief Executive Officer of WilTel and served as Vice Chairman of Worldcom until 1997. During 2000 and 2001, Mr. Wilkens was appointed as Co-CEO of McLeod USA. Prior to 1985, Mr. Wilkens served as the President of Williams Pipeline Company, a subsidiary of The Williams Companies. Mr. Wilkens has served on numerous public and private corporate boards in addition to chairing several association boards and serving on an advisory council for two U.S. Presidents. The Board nominated Mr. Wilkens for reelection to the Board based on his extensive knowledge of the telecommunications industry in general and his knowledge of the Company and its business in particular, his industry experience, and the fact that he qualifies as an independent director under the standards of the NASDAQ Stock Market (“NASDAQ”).

DIRECTORS WHOSE TERM WILL CONTINUE BEYOND THE ANNUAL MEETING

Richard P. Nespola founded TMNG in 1990 and has served as a director since 1990. He served as our President from 1990 until 2007 and has served as our Chief Executive Officer (“CEO”) since 1990. He was appointed Chairman of the Board on December 2, 2002, and continues to hold this position. In 2007, the title of Company President was transferred to Micky K. Woo, and Mr. Nespola retained the titles of Chairman and Chief Executive Officer. During his extensive career in the telecommunications industry prior to founding TMNG in 1990, Mr. Nespola served as Senior Vice President and Chief Operating Officer of Telesphere Communications Inc. and as Vice President of Financial Operations and Senior Vice President of Strategic Markets and Product Pricing at Sprint Corporation. He also served as the Senior Director of Revenue and Treasury Operations at MCI Communications Corporation from 1983 to 1986. Mr. Nespola is a director of One Communications and Worldgate Communications, Inc. and is a member of the Board of Trustees of Long Island University. Mr. Nespola is a frequent chair of industry forums and noted conference speaker. Mr. Nespola received a BA and MBA from Long Island University. Mr. Nespola’s experience in founding and leading the Company, his leadership skills and his extensive experience in the industry enable him to provide valuable guidance to the Board in overseeing the Company’s business.

Andrew D. Lipman has been a director of the Company since 2000. Mr. Lipman is the Senior Partner in the Telecommunications, Media and Technology Group of the law firm of Bingham McCutchen LLP. For nearly a decade, while maintaining his law firm partnership, Mr. Lipman also served as Senior Vice President, Legal and Regulatory Affairs for MFS Communications, a provider of communication services. Mr. Lipman currently sits on the Boards of NuSkin Enterprises, a cosmetics and nutritional supplements marketer; and SUTRON Corporation, a manufacturer of weather and climate measurement systems. Mr. Lipman is a graduate of the University of Rochester (summa cum laude) and Stanford Law School. Mr. Lipman’s extensive legal and industry experience enables him to provide valuable insight to the Board regarding the issues confronting the Company and the industries in which the Company operates.

A. Reza Jafari has served as a director of the Company since being appointed by the Board of Directors in April 2009. Since 2008, Mr. Jafari has served as the Chairman and Chief Executive Officer of e-Development International, Inc., an executive advisory and investment group which promotes, facilitates and participates in information and communication technology initiatives via social entrepreneurship in the global markets. Mr. Jafari has spent 30 years in the IT services, competitive telecommunications, media and entertainment and education industries. Mr. Jafari served as the Chairman and Managing Director of NeuStar International, a provider of clearinghouse services to the communications industry, from January 2005 to January 2008. From August 2002 until January 2005, Mr. Jafari was Chairman and Chief Executive Officer of The Omega Partners, an executive advisory group based in Atlanta, Georgia. From January 1990 to July 2002, Mr. Jafari held various senior executive positions at Electronic Data Systems Corporation (EDS), a global information technology services company, including Group President of EDS’s Global Communications, Media and Entertainment Industry Group. Mr. Jafari received his MBA in 1976, his Specialist Degree in Education and Innovation (Ed S) in 1980, and his ABD in Instructional Systems Technology in 1981 from Indiana University, Bloomington, Indiana. The Board relies upon Mr. Jafari’s 30 years experience in the IT services, competitive telecommunications, media and entertainment and education industries in guiding the Company’s business strategy.

Micky K. Woo has served as a director of the Company and has been a senior executive with the Company since 1991. In 2007, Mr. Woo was promoted to President and Chief Operating Officer of the Company. Prior

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to joining the Company, Mr. Woo served from 1989 to 1991 as Vice President of Information Systems and Revenue Assurance at Telesphere Communications Inc. From 1987 to 1989, Mr. Woo was the Director of Revenue and Treasury Management at Sprint Corporation and from 1983 to 1987 he served in management at MCI Communications Corporation, including Senior Manager of Receivables Management, Senior Manager of the East Coast Billing Center, and Senior Manager of Revenue Reporting and Analysis. Prior to entering the telecommunications industry, Mr. Woo was a consultant with Price Waterhouse (now PricewaterhouseCoopers). Mr. Woo received his BA in Computer Science and an MA in Accounting from the University of Iowa. Mr. Woo’s experience with the Company since 1991 and his prior business experience enable him to provide valuable guidance to the Board in overseeing the Company’s business.

Robert J. Currey has served as a director since 2003. Mr. Currey has been President and CEO of Consolidated Communications, Inc. (CCI), a provider of communications services, since 2002. From 2000 to 2002, Mr. Currey served as Vice Chairman of RCN Corporation, a CLEC providing telephony, cable and Internet services in high-density markets nationwide. From 1998 to 2000, Mr. Currey served as President and Chief Executive Officer of 21st Century Telecom Group. From 1997 to 1998, Mr. Currey served as Director and Group President of Telecommunications Services of McLeodUSA, which acquired the predecessor of CCI in 1997. Mr. Currey joined the predecessor of CCI in 1990 and served as President through its acquisition in 1997. Mr. Currey’s industry and leadership experience enables him to provide valuable insight to the Board on business strategy and operations.

The Board of Directors has determined that Messrs. Currey, Lipman, Wilkens, and Jafari are independent, as defined in the NASDAQ listing standards.

VOTE REQUIRED AND RECOMMENDATION

The Company nominee receiving the highest number of affirmative votes in person or represented by proxy and entitled to vote thereon shall be elected as a Class II director.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF ROY A. WILKENS AS A CLASS II DIRECTOR OF THE COMPANY.

PROPOSAL NO. 2

APPROVAL OF AMENDMENTS TO OUR

AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN

Our Board has adopted, subject to the approval of our stockholders, amendments to the Amended and Restated 1998 Equity Incentive Plan (the “Equity Plan”). A copy of the Equity Plan as proposed to be amended is attached as Appendix A to this Proxy Statement. The following description of the material features of the Equity Plan as proposed to be amended is qualified in its entirety by reference to the provisions of the Equity Plan set forth in Appendix A.

On January 21, 2010, TMNG’s stockholders approved a one-for-five reverse stock split of the Company’s issued and outstanding common stock. The reverse stock split was effective on February 7, 2010. Trading of TMNG’s common stock on the NASDAQ Global Market on a split-adjusted basis began at the open of trading on February 8, 2010. The reverse stock split affected all shares of the Company’s common stock, as well as options to purchase the Company’s common stock, that were outstanding immediately prior to the effective date of the reverse stock split. All references to shares of common stock for prior periods have been retroactively restated to reflect the reverse stock split.

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Summary of Proposed Amendments

We are proposing to increase the cumulative number of shares of common stock that are authorized for issuance under the Equity Plan:

Shares authorized for issuance	1,400,000
Less: shares previously issued upon exercise of options or vesting of restricted shares	(615,713	)
Shares available for issuance	784,287
Less: shares subject to outstanding awards	(720,972	)
Shares currently available for future awards	63,315
Clarification of 2009 amendment	614,338
Reallocation to the 1998 Equity Incentive Plan of Shares Authorized under the 2000 Supplemental Stock Plan (the “Prior Plan”)	291,321
Proposed shares available for future awards	968,974

•      Clarification of 2009 Amendment.  We are proposing to increase the number of shares of common stock that are available for issuance under the Equity Plan by 614,338 shares to clarify the amendment to the Equity Plan in 2009, which resulted in fewer shares being available under the Equity Plan than the Company intended. In 2009, stockholders approved a reduction in the maximum number of shares of common stock that may be issued under the Equity Plan from 3,358,832 shares of common stock to 1,400,000 shares of common stock. When proposing the reduction, the Company failed to make clear that the 1,400,000 shares did not include 614,338 shares already issued under the Equity Plan. The 2009 amendment actually caused the number of shares available for issuance under the Equity Plan to exceed the number of shares then subject to outstanding awards under the Equity Plan.

•      Reallocation to the 1998 Equity Incentive Plan of Shares Authorized under the 2000 Supplemental Stock Plan (the “Prior Plan”).  The Prior Plan will expire on May 23, 2010, at which time no additional option grants can be made. As of April 5, 2010, 291,321 shares remained available for issuance in connection with new awards under the Prior Plan and 265,237 shares were subject to awards outstanding under the Prior Plan. We are proposing to amend the Equity Plan to authorize the future issuance under the Equity Plan of the 291,321 shares that are not subject to outstanding awards under the Prior Plan. The shares reallocated from the Prior Plan would be in addition to the increase of 614,338 shares discussed above. The 265,237 shares outstanding under the Prior Plan will remain subject to the terms of the Prior Plan and will not be available for reissuance in the event they are forfeited or expire after expiration of the Prior Plan.

Description of the Equity Plan, as Proposed to be Amended

General

The Equity Plan was originally adopted by our Board on September 7, 1999, and originally approved by our stockholders on October 15, 1999. The Amended and Restated Equity Plan was approved by our Board on April 6, 2009 and by our stockholders on June 8, 2009. The purposes of the Equity Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and directors of and consultants to the Company and its subsidiaries and to promote the success of the Company’s business.

Eligibility

Employees of the Company or any parent or subsidiary of the Company, directors of the Company and persons, including advisors, engaged by the Company or any parent or subsidiary of the Company to render services to such entity are eligible to participate in the Equity Plan. As of December 31, 2009, there were four

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non-employee directors, five executive officers and approximately 339 employees other than executive officers who are eligible to receive awards.

Plan Administration

The Equity Plan will be administered by the Administrator, which may be the Board and/or one or more committees of directors determined by the Board (each, a “Committee”). The members of each Committee are directors of the Company and serve at the pleasure of the Board. To the extent that the Administrator determines it to be desirable to qualify stock options granted under the Equity Plan as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Equity Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code. To the extent that the Administrator determines it to be desirable to qualify transactions under the Equity Plan as exempt under Rule 16b-3, the transactions contemplated under the Equity Plan are to be structured to satisfy the requirements for exemption under Rule 16b-3. Subject to the terms of the Equity Plan, the Administrator has the authority, in its discretion, to administer and interpret the Equity Plan and determine who shall be granted awards, the size and types of such awards and the terms and conditions of such awards. The Administrator’s decisions, determinations and interpretations are final and binding on all participants in the Equity Plan.

Amendment, Modification and Termination

The Board may amend, alter, suspend or terminate the Equity Plan at any time. Under the Equity Plan, the Company is required to obtain stockholder approval of any amendment to the extent necessary and desirable to comply with any applicable statutory or regulatory requirements, or to comply with the requirements for listing on any securities exchange where shares of the Company are listed. The termination of the Equity Plan will not affect any awards outstanding at the time of termination.

Shares Subject to the Equity Plan

The Equity Plan currently permits the issuance of up to 1,400,000 shares of our common stock, $.005 par value per share. The shares may be authorized, but unissued, or reacquired common stock. If the proposed amendments to the Equity Plan are approved, the Equity Plan will provide for up to 2,305,659 shares of common stock to be used for awards, of which 615,713 shares have already been issued through option exercises or vesting of restricted stock.

If an award expires, is forfeited or surrendered or becomes unexercisable without having been exercised in full, the shares which were subject to the award shall become available for future grant or sale under the Equity Plan (unless the Equity Plan has terminated); provided, however, that shares that have actually been issued under the Equity Plan shall not be returned to the Equity Plan and shall not become available for future distribution under the Equity Plan, except that if shares of restricted stock issued pursuant to a stock purchase right are repurchased by the Company at their original purchase price, such shares shall become available for future grant under the Equity Plan.

On March 27, 2008, we adopted a stockholder rights plan and declared a dividend of one right for each outstanding share of our common stock. A summary of the preferred stock purchase rights associated with shares of common stock is provided in the Company’s Registration Statement on Form 8-A filed with the SEC on March 27, 2008.

Awards under the Equity Plan

Awards granted under the Equity Plan may be in the form of options to purchase shares of common stock, restricted stock, restricted stock units (“RSUs”) or stock purchase rights.

Stock Options. Incentive stock options and nonstatutory stock options may be granted under the Equity Plan. An option shall be an incentive stock option only if the award agreement so states. However, notwithstanding such designation, to the extent that the aggregate fair market value of the shares with respect to which

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incentive stock options are exercisable for the first time by an optionee during any calendar year (under all plans of the Company and any parent or subsidiary) exceeds $100,000, such options shall be treated as nonstatutory stock options. The grant and the terms of incentive stock options will be restricted to the extent required by the Internal Revenue Code of 1986, as amended (the “Code”).

The per-share exercise price of an option is set by the Administrator and, in the case of incentive stock options, may not be less than the fair market value of a share of our common stock on the date of grant, provided that incentive stock options granted to individuals owning more than 10% of the voting power of the outstanding stock of the Company are required to have an exercise price equal to at least 110% of the value of our common stock on the date of grant. In the case of a nonstatutory stock option intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the per share exercise price shall be not less than 100% of the fair market value per share on the date of grant.

If, on the date of termination, the optionee is not vested as to his or her entire option, the shares covered by the unvested portion of the option shall revert to the Equity Plan. If, after termination, the optionee does not exercise his or her option to the extent vested within the time specified by the Administrator, the remaining portion of the option shall terminate, and the shares covered by such option shall revert to the Equity Plan.

The term of each option granted under the Equity Plan will be stated in the applicable option agreement, provided that the maximum term of an incentive stock option is ten years from the date of grant, or five years from the date of grant if granted to an individual owning more than 10% of voting power of outstanding stock of the Company.

The method of payment for the exercise of an option will be determined by the Administrator, and for incentive stock options, the method of payment will be determined at the time of grant. Acceptable methods of payment as determined by the Administrator may include cash, check, promissory note, tender of previously acquired shares of the Company’s common stock, a net exercise arrangement or such other consideration and method of payment for the issuance of shares to the extent permitted by applicable laws.

Restricted Stock Awards. Performance-based and service-based restricted stock awards may be granted at any time and from time to time. A holder’s right to retain shares of restricted stock shall be subject to such restrictions, including but not limited to, continuing service with the Company for a restriction period specified by the Administrator, or the attainment of specified performance goals and objectives, as may be established by the Administrator with respect to such award. All grants of restricted stock shall be subject to a minimum one-year vesting period, subject to acceleration under the terms of the Equity Plan. Unless otherwise provided in an award agreement, a holder of restricted stock shall have all voting, dividend, liquidation and other rights with respect to the shares, provided that any dividends paid on the shares shall be held in escrow by the Company and subject to the same restrictions on transferability and forfeitability as the underlying shares of restricted stock.

Except as otherwise provided in an award agreement, in the event of the death or disability of a participant, all service period and other restrictions applicable to restricted stock awards then held by him or her shall lapse, and such awards shall become fully nonforfeitable. Except as provided in the Equity Plan with respect to a merger or sale transaction and except as provided in an award agreement, in the event of a termination of services for any other reason, any restricted stock awards as to which the service period or other vesting conditions have not been satisfied shall be forfeited.

RSU Awards. Performance-based and service-based RSUs may be granted at any time and from time to time. The right to be paid with respect to RSUs shall be subject to such restrictions, including but not limited to, continuing service with the Company for a restriction period specified by the Administrator, or the attainment of specified performance goals and objectives, as may be established by the Administrator with respect to such RSUs. All grants of RSUs shall be subject to a minimum one-year vesting period, subject to acceleration under the terms of the Equity Plan. The Administrator may determine that a holder of RSUs is entitled to receive dividend equivalent payments on such units. RSUs do not have any voting rights.

Stock Purchase Right. Upon determining to offer stock purchase rights to a plan participant, the Administrator will advise the offeree of the terms, conditions and restrictions related to the offer, including the number

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of shares the offer will entitle the offeree to purchase, the price per share, and the time by which the offeree must accept the offer and purchase the shares. Unless the Administrator determines otherwise, the restricted stock purchase agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or disability).

Nontransferability of Awards. Unless determined otherwise by the Administrator, an award under the Equity Plan may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the optionee, only by the optionee.

Performance Awards

Restricted stock and RSUs may be granted under the Equity Plan subject to certain performance-based criteria such that the awards will qualify as “performance-based compensation” under Section 162(m) of the Code. Such awards will be earned or become vested only if corporate, business unit or individual performance objectives over performance cycles, established by or under the direction of the Administrator, are met. The performance objectives may vary from participant to participant, group to group and period to period and may be based on internal or external requirements. Awards that are intended to constitute “qualified performance-based compensation” (see discussion below under the heading Federal Income Tax Consequences) will be based on satisfaction of certain performance objectives set forth and described in the Equity Plan.

If a performance award other than a stock option is granted by the Administrator pursuant to the Equity Plan, then the lapsing of restrictions thereon, the exercisability thereof and the distribution of cash, shares or other property pursuant thereto, as applicable, will be subject to the achievement of one or more objective performance goals established by the Administrator, which are to be based on the attainment of one or any combination of the following:

•      Earnings (either in the aggregate or on a per-share basis);

•      Operating Profit (either in the aggregate or on a per share basis);

•      Net income or loss (either in the aggregate or on a per-share basis);

•      Net earnings on either a LIFO or FIFO basis (either in the aggregate or on a per share basis);

•      Cash flow provided by operations, either in the aggregate or on a per-share basis;

•      Free cash flow (either in the aggregate on a per-share basis);

•      Reductions in expense levels, determined either on a corporation-wide basis or in respect of any one or more business units;

•      Operating and maintenance cost management and employee productivity;

•      Stockholder returns (including return on assets, investments, equity, or gross revenues);

•      Return measures (including return on assets, equity, or revenues);

•      Where applicable, growth or rate of growth of any of the above listed business criteria;

•      Share price (including attainment of a specified per-share price during the incentive period; growth measures and total stockholder return or attainment by the shares of a specified price for a specified period of time);

•      Accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions;

•      Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project

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milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures; and/or

•      Achievement of business or operational goals such as market share and/or business development.

The applicable incentive goals may be applied on a pre- or post-tax basis and the Administrator may, when the applicable incentive goals are established, provide that the formula for such goals may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss. As established by the Administrator, the incentive goals may include, without limitation, GAAP and non-GAAP financial measures. The performance goals listed above are deemed to be stockholder-approved performance goals in accordance with the requirements of Section 162(m) of the Code until June 7, 2014. Under Section 162(m), performance goals must be approved by the stockholders every five years in order for awards based upon such goals to constitute “qualified performance-based compensation.”

Changes in Capital or Corporate Structure

Subject to any required action by the stockholders of the Company, the number of shares of common stock covered by each outstanding award, and the number of shares of common stock which have been authorized for issuance under the Equity Plan but as to which no shares of common stock have yet been issued or which have been returned to the Equity Plan upon cancellation or expiration of an award, as well as the price per share of common stock covered by each such outstanding award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in the Equity Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common stock subject to an award.

If the Company undergoes a dissolution, liquidation, merger, or sale of substantially all of the assets of the Company, and within six months of that event the plan participant ceases to be a service provider (as that term is defined in the Equity Plan) for any reason other than Cause (as that term is defined in the Equity Plan) or voluntary resignation, each award held by such participant will, without regard to any vesting schedule, restriction or performance target, automatically accelerate as to 50% of the unvested shares underlying such award on the date of the participant’s termination. If the Company undergoes a dissolution, liquidation, merger, or sale of substantially all of the assets of the Company and the successor corporation refuses to assume or substitute for the awards granted under the Equity Plan, such awards will become fully vested and exercisable. Additionally, if the award holder received his or her awards in the capacity of a consultant, such award holder’s awards will immediately vest and become exercisable upon the occurrence of the above-described events as set forth in the Equity Plan.

Federal Income Tax Consequences

Based on current provisions of the Code and the existing regulations thereunder, the anticipated U.S. federal income tax consequences of awards granted under the Equity Plan are as described below. The following discussion is not intended to be a complete discussion of applicable law and is based on the U.S. federal income tax laws as in effect on the date hereof. State tax consequences may in some cases differ from those described below.

General. The grant of a stock option will create no tax consequences for the participant or the Company. A participant will have no taxable income upon exercise of an ISO, except that the alternative minimum tax may apply. Upon exercise of a stock option, other than an ISO, a participant generally must recognize ordinary

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income equal to the fair market value of the shares acquired minus the exercise price. Upon a disposition of shares acquired by exercise of an ISO before the end of the applicable ISO holding period, the participant generally must recognize ordinary income equal to the lesser of (i) the fair market value of the shares on the date of exercise minus the exercise price, or (ii) the amount realized upon the disposition of the ISO shares minus the exercise price. Otherwise, a participant’s disposition of shares acquired upon the exercise of a stock option generally will result in only capital gain or loss. Other awards under the Equity Plan, including a nonstatutory option, generally will result in ordinary income to the participant at the later of the time of delivery of cash or shares upon payment of awards, or the time that either the risk of forfeiture or restriction on transferability lapses on previously delivered shares. Except as discussed below, the Company will generally be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with an award, but will be entitled to no tax deduction relating to amounts that represent capital gain to a participant.

Performance-Based Awards. Section 162(m) of the Code generally allows the Company to obtain tax deductions without limit for performance-based compensation paid to executive officers who are “covered employees” of the Company. The Company intends that stock options and performance-based restricted stock or RSUs granted under the Equity Plan will qualify as performance-based compensation under Section 162(m). A number of requirements must be met in order for particular compensation to so qualify; thus, there can be no assurance that such compensation under the Equity Plan will be fully deductible under all circumstances. In addition, other awards under the Equity Plan, such as service-based restricted stock and other stock-based awards, generally may not qualify, so that compensation paid to executive officers in connection with such awards may not be deductible.

Section 280G. Under certain circumstances, the accelerated vesting or exercise of options or the accelerated lapse of restrictions with respect to other awards in connection with a change of control of us may be deemed an “excess parachute payment” for purposes of the golden parachute tax provisions of Section 280G of the Code. To the extent it is so considered, the grantee may be subject to a 20% excise tax and we may be denied a tax deduction.

Other Tax Consequences. State tax consequences may in some cases differ from those described above. Awards under the Equity Plan will in some instances be made to eligible participants who are subject to tax in jurisdictions other than the United States and may result in tax consequences differing from those described above.

Other Information

The closing price of our common stock on April 5, 2010, as reported by The Wall Street Journal, was $2.65 per share.

The following persons and groups have received grants of stock options to purchase the following number of shares under the Equity Plan since its inception through April 5, 2010: (a) the Named Executive Officers, Richard P. Nespola — options to purchase 111,120 shares, Micky K. Woo — options to purchase 83,640 shares, Janos Sivo — options to purchase 25,001 shares, Donald E. Klumb — options to purchase 90,000 shares; (b) all current executive officers as a group (6 persons) — options to purchase 298,760 shares; (c) all current Directors who are not executive officers as a group (5 persons) — options to purchase 81,842 shares; (d) the nominee for Director, Roy A. Wilkens — options to purchase 10,000 shares; and (e) all employees, including all current officers who are not executive officers, as a group — options to purchase 2,246,050 shares. The amounts shown include shares subject to options that may have been forfeited in whole or in part.

The following persons and groups have received the following number of shares of restricted stock under the Equity Plan since its inception through April 5, 2010: (a) the Named Executive Officers, Richard P. Nespola — 20,000 shares, Micky K. Woo — 15,000 shares, Janos Sivo — 0 shares, Donald E. Klumb — 25,000 shares; (b) all current executive officers as a group (6 persons) — 68,000 shares, (c) all current Directors who are not executive officers as a group (5 persons) — 8,500 shares, (d) the nominee for Director, Roy A. Wilkens — 7,500 shares; and (e) all employees, including all current officers who are not executive

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officers, as a group — 142,500 shares. The amounts shown include restricted shares that may have been forfeited in whole or in part.

Equity Compensation Plan Information

The table below sets forth information with respect to certain shares of common stock that may be issued under our equity compensation plans as of January 2, 2010.

					(c)
					Number of
					securities
	(a)				remaining available
	Number of				for future issuance
	securities to be		(b)		under equity
	issued upon		Weighted-average		compensation plans
	exercise of		exercise		(excluding
	outstanding		price of		securities
	options, warrants		outstanding options,		reflected in column
Plan Category	and rights		warrants and rights		(a))(1)
Equity compensation plans approved by security holders:
—1998 Equity Incentive Plan stock option awards		763,547	$	17.57		18,240
Equity compensation plans not approved by security holders:
— 2000 Supplemental Stock Plan		274,612	$	11.74		281,946
Total		1,038,159	$	16.03		300,186

(1) The amounts in the table do not include 1,250 shares subject to outstanding unvested restricted stock awards under the Equity Plan and up to 71,911 shares that may be purchased under the 1999 Employee Stock Purchase Plan.

VOTE REQUIRED AND BOARD RECOMMENDATION

Approval of the amendments to the Equity Plan requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 2 REGARDING APPROVAL OF AMENDMENTS TO THE AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN.

PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee plans to engage the independent registered public accounting firm of Deloitte & Touche LLP to audit the consolidated financial statements of the Company for the fiscal year ending January 1, 2011. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire and to respond to appropriate questions.

Deloitte & Touche LLP has audited the Company’s financial statements since 1995.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES

The following table summarizes the aggregate fees billed to the Company by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”) during fiscal years 2009 and 2008:

	2009		2008
Audit Fees(a)	$	535,950	$	472,900
Tax Fees(b)		4,390		39,675
Total	$	540,340	$	512,575

(a)

Fees for audit services in fiscal years 2009 and 2008 consisted of the audit of the Company’s annual financial statements included in our annual reports on Form 10-K, reviews of the Company’s quarterly financial statements included in our quarterly reports on Form 10-Q, and consents and other services related to SEC matters. In addition, fees for audit services in fiscal year 2009 included an evaluation of internal controls over financial reporting prior to the SEC’s deferral of Sarbanes Oxley Section 404(b).

(b)

Fees for tax services billed in 2009 and 2008 consisted of tax compliance and tax planning and advice.

•      There were no fees for tax compliance services in fiscal year 2009. Fees for tax compliance services totaled $2,790 in fiscal year 2008. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, and obtain government approval for amounts to be included in tax filings.

•      Fees for tax planning and advice services totaled $4,390 and $36,885 in fiscal years 2009 and 2008, respectively. Tax planning and advice are services rendered with respect to proposed transactions or that alter a transaction to obtain a particular tax result.

In considering the nature of the services provided by the Deloitte Entities, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the Deloitte Entities and Company management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC under the Sarbanes-Oxley Act of 2002, as well as the rules of the Public Company Accounting Oversight Board and the American Institute of Certified Public Accountants.

PRE-APPROVAL POLICY

The charter of the Audit Committee requires pre-approval of non-audit services provided by the Deloitte Entities. In 2005, the Audit Committee adopted a procedure for approval of audit services and non-audit services by the Deloitte Entities whereby management has the authority to approve specified projects anticipated to cost less than $10,000, specified projects between $10,000 and $25,000 are subject to pre-approval by the Chairman of the Audit Committee, and all projects in excess of $25,000 require pre-approval by the full committee. Services which can be pre-approved under this process other than by the full committee are limited to consultation and research specifically relating to: (a) financial accounting and reporting matters; (b) income tax reporting/compliance matters; (c) matters relating to the audit of the Company’s 401(k) plan; and (d) required audit services necessary to complete a timely SEC filing (such as the issuance of a consent for registration statements). Pre-approved services must not be prohibited services under the rules of the SEC. All pre-approved services must be reported to the full Audit Committee at the next regularly scheduled meeting. All services performed by the Deloitte Entities during 2009 were pre-approved in accordance with these policies.

VOTE REQUIRED AND RECOMMENDATION

The affirmative vote of the holders of a majority of shares present in person or represented by proxy at the meeting and entitled to vote thereon will be required to approve the ratification of the appointment of

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Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2011.

The Audit Committee recommends that stockholders vote “FOR” ratification of such appointment.

CORPORATE GOVERNANCE

BOARD AND COMMITTEE MEETINGS

The Board of Directors held a total of eight meetings during the fiscal year ended January 2, 2010. No director attended less than 75% of those meetings and no director attended less than 75% of the aggregate of (1) all Board of Directors meetings and (2) the number of meetings of all committee(s) of the Board of Directors held during fiscal year 2009 for which such director served as a member. At each of the 2009 Board of Directors meetings, the independent directors had the opportunity to hold an executive session.

BOARD LEADERSHIP STRUCTURE

The Board believes that having the Chief Executive Officer also serve as the Chairman of the Board is the best leadership structure for the Company. This structure provides unified leadership and direction for the Company and provides a single, clear focus for the execution of the Company’s strategy and business plans. The Board does not believe it is necessary to have a lead independent director in view of the following: the small size of the Board; four of the six continuing directors are outside, independent directors; and the Board’s history of conducting its deliberations and taking actions in an independent manner.

RISK OVERSIGHT

The Board has delegated to the Audit Committee, consisting solely of independent directors, the responsibility to oversee the assessment and management of the Company’s risks, including reviewing management’s risk assessment and risk management policies and procedures and steps management has taken to control major risk exposures. The Audit Committee is authorized to identify and discuss with management, the Board of Directors and the independent auditors the material risks faced by the Company’s business or which could impact the financial condition or performance of the Company, evaluate how those risks are managed by the Company and the quality and adequacy of the Company’s reporting with regard to them. The Company’s Compensation Committee, consisting solely of independent directors, is responsible for overseeing the assessment and management of risks relating to the Company’s compensation plans and arrangements and reporting to the Audit Committee and the Board. The Board is regularly informed through committee reports regarding the Company’s risks, and reviews and discusses such risks in overseeing the Company’s business strategy and operations.

COMMITTEES OF THE BOARD

The Board of Directors has an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, which constitute the standing committees of the Board of Directors.

Audit Committee. The Audit Committee consists of Mr. Siskowski, Chairman, and Messrs. Wilkens and Currey. The Audit Committee oversees our accounting, auditing and financial reporting policies and practices, among other responsibilities. The Audit Committee has sole authority to engage the independent registered public accounting firm to perform audit services and permitted non-audit services, and the sole authority to approve all audit engagement fees and the terms of all permitted non-audit engagements and fees of the independent registered public accounting firm. The Board of Directors has affirmatively determined that the members of the Audit Committee are “independent,” as defined in the NASDAQ listing standards and applicable SEC rules. The Board of Directors has determined that Mr. Siskowski qualifies as an “audit committee financial expert,” as defined by applicable rules of the SEC by virtue of his experience and background as described above. Mr. Siskowski is not standing for re-election and his term of office on the Board of Directors and the Audit Committee will end at the Annual Meeting of Stockholders. The Audit

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Committee held a total of four meetings during fiscal year 2009. The Board of Directors has adopted a formal written charter for the Audit Committee, a copy of which is available on the “Investor Relations — Corporate Governance” page of our website at www.tmng.com.

Compensation Committee. The Compensation Committee consists of Mr. Lipman, Chairman, and Mr. Jafari. The Compensation Committee makes recommendations to the Board of Directors regarding our employee benefit plans, the compensation of our executive officers, and approves equity grants, among other responsibilities. The Board of Directors has affirmatively determined that the members of the Compensation Committee are “independent” as defined in the NASDAQ listing standards. The Compensation Committee held three meetings during fiscal year 2009. The Board of Directors has adopted a formal written charter for the Compensation Committee, a copy of which is available on the “Investor Relations — Corporate Governance” page of our website at www.tmng.com.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Mr. Currey, Chairman, and Messrs. Lipman and Jafari. The Board of Directors has affirmatively determined that the members of the Nominating and Corporate Governance Committee are “independent” as defined in the NASDAQ listing standards. The Nominating and Corporate Governance Committee’s primary functions are to recommend individuals qualified to serve as directors of the Company; to advise the Board on its composition, procedures and committees; to advise the Board regarding corporate governance and to develop, recommend to the Board and evaluate periodically a set of corporate governance guidelines for the Company; and to oversee the evaluation of the Board. The Board of Directors has adopted a formal written charter for the Nominating and Corporate Governance Committee. A copy of the charter is available on the “Investor Relations — Corporate Governance” page of our website at www.tmng.com.

In accordance with the provisions of its charter, the Nominating and Corporate Governance Committee will consider nominations for director made in good faith by stockholders and will not apply different selection criteria to stockholder nominees than the selection criteria for persons nominated by the Committee. The criteria that may be considered by the Company in the selection of new directors may include experience, knowledge, skills, expertise, integrity, analytic ability, independence of mind, understanding of our business and business environment, willingness and ability to devote adequate time and effort to Board responsibilities and diversity (as determined from time to time by the Committee, including diversity of background and experience among directors). The Company does not have a formal policy requiring the consideration of diversity in the nomination of directors. For a description of the procedures for stockholders to make nominations for director, see “Submission of Stockholder Proposals and Nominations.” The Nominating and Corporate Governance Committee held two meetings in 2009 in conjunction with the proceedings of full Board meetings. The Nominating and Corporate Governance Committee’s nomination for this proxy statement were discussed and approved by the full Board of Directors.

COMPENSATION COMMITTEE PROCESSES AND PROCEDURES

The Compensation Committee’s charter governs its processes and procedures in the determination of executive compensation.

The Compensation Committee has overall responsibility for evaluating and recommending compensation for executive officers and recommending approval of employee benefit plans, policies and programs, and for administering the Company stock incentive plans. The Compensation Committee does not share this authority with, or delegate this authority to, any other person. The Compensation Committee assists the Board in fulfilling its responsibility to maximize long-term stockholder value by ensuring that officers, directors and employees are compensated in accordance with our compensation philosophy, objectives and policies; competitive practice; and the requirements of applicable laws, rules and regulations.

In fulfilling its responsibilities, the Compensation Committee has direct access to our officers and employees and consults with our CEO, our Chief Financial Officer, our human resources personnel and other members of senior management as the Chairperson of the Committee deems necessary.

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The Compensation Committee reviews executive officer compensation on an annual basis. For each review, the Compensation Committee may consider, and decide the weight it will give to, a number of factors, including the following:

•      competition in the market for executive employees;

•      executive compensation provided by comparable companies;

•      executive officer performance;

•      our financial performance and compensation expenses;

•      the accounting impact of executive compensation decisions;

•      company and individual tax issues;

•      executive officer retention;

•      executive officer health and welfare; and

•      executive officer responsibilities.

In determining the long-term incentive component of our executive compensation, the Compensation Committee may consider a number of factors, including the following:

•      company performance and relative stockholder return;

•      value of similar incentive awards to executives at comparable companies; and

•      awards given our executives in past years.

The Compensation Committee also considers the potential risks to the Company that may result from proposed compensation policies and practices. The Compensation Committee may retain at the Company’s expense a compensation consultant to advise the Committee on executive and director compensation practices and trends. The Committee did not engage a compensation consultant during 2009.

The Compensation Committee may request that management recommend compensation package components, discuss hiring and retention concerns and personnel requirements, and provide information with respect to such matters as executive, Company and business unit performance; market analysis; benefit plan terms and conditions; financial, accounting and tax considerations; legal requirements; and value of outstanding awards. The Compensation Committee may rely on our CEO and other executives for these purposes.

The Compensation Committee develops the criteria for evaluating our CEO’s performance and privately reviews his performance against these criteria on at least an annual basis. Our CEO periodically discusses the performance of other executive officers with the Compensation Committee. The Committee may review human resources and business unit records. The Committee may also discuss with the Audit Committee the executive officers’ compliance with our Code of Conduct, a copy of which is available on the “Investor Relations — Corporate Governance” page of our website at www.tmng.com.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders may communicate directly with the Board of Directors via e-mail at board@tmng.com. These communications will be monitored by the Chairman of the Board and automatically passed directly to all independent directors. The Company also has a hotline (1-800-771-3980) for investor and employee complaints or notifications.

DIRECTOR ATTENDANCE AT ANNUAL MEETING

The Company has a policy of encouraging its directors to attend the Annual Meeting. All directors attended our 2009 annual meeting of stockholders.

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NON-EMPLOYEE DIRECTOR COMPENSATION

This section describes the compensation paid to our non-employee directors. Mr. Nespola, our Chairman and Chief Executive Officer, and Mr. Woo, our President and Chief Operating Officer, serve on our Board of Directors but are not paid any compensation for their service on the Board of Directors. This section includes a description of the compensation program for directors for 2009.

Director Compensation Program

For the year ended January 2, 2010, the non-employee directors were paid retainers and meeting fees in accordance with the following current fee schedule:

Type	Amount
Annual Director Retainer	$	20,000
Annual Audit Committee Chair Retainer	$	10,000
Annual Compensation Committee Chair Retainer	$	5,000
Annual Nominating and Corporate Governance Committee Chair Retainer	$	4,000
Per Meeting Fee for Board of Directors Meetings (in person or telephonic)	$	500
Per Meeting Fee for Committee Meetings (in person or telephonic)	$	500

We also reimburse directors for their expenses in attending Board and committee meetings. It is also the policy of the Board of Directors that compensation is not paid for committee meetings that occur in conjunction with Board of Directors meetings.

Non-employee directors have received equity grants from time to time in the past pursuant to our 1998 Equity Incentive Plan. In 2009, the only equity award made to any director was a grant of a stock option to purchase 7,500 shares (post-reverse stock split), vesting over four years, to Mr. Jafari upon his joining the Board of Directors.

2009 Compensation

The following table provides information regarding the compensation of our non-employee directors in fiscal year 2009.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2009

	Fees Earned or		Stock	Option
	Paid in Cash		Awards(2)(3)	Awards(2)(3)		Total
Name	($)		($)	($)		($)
Robert J. Currey	$	30,000				$	30,000
A. Reza Jafari	$	16,840		$	6,783	$	23,623
Andrew D. Lipman(1)	$	30,500				$	30,000
Frank M. Siskowski	$	36,000				$	36,000
Roy A. Wilkens	$	27,500				$	27,500

(1)

Does not include fees paid to Mr. Lipman’s law firm described in “Certain Relationships and Related Transactions.”

(2)

Amounts reported in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of such awards made during fiscal year 2009, if any, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 “Stock Compensation” (formerly FASB Statement 123R). However, these amounts do not include an estimate of forfeitures related to time-based vesting conditions, and assume that the non-employee director will perform the requisite service to vest in the award. For additional information relating to the assumptions made in the valuation of stock options and restricted stock awards refer to Note 6 in the Notes to

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	Consolidated Financial Statements included in the Company’s Form 10-K for the year ended January 2, 2010 filed with the Securities and Exchange Commission on April 1, 2010.
(3)	As of January 2, 2010, each non-employee director held the number of stock options identified below (no unvested shares of restricted stock were held by non-employee directors):

	Exercisable		Unvested
	Stock		Stock
Name	Options		Options
Robert J. Currey		17,500
A. Reza Jafari				7,500
Andrew D. Lipman		22,500
Frank M. Siskowski		17,500
Roy A. Wilkens		10,000

EXECUTIVE OFFICERS

The following is information regarding our executive officers other than Messrs. Nespola and Woo, whose biographies appear in the section titled “Election of Directors — Directors Whose Term Will Continue Beyond the Annual Meeting.”

Thurston K. Cromwell, 35, has served as General Counsel and Secretary of the Company since 2006. Prior to joining TMNG, he was in private practice with the Kansas City law firm King Hershey, PC. Thurston received his BA, BJ and JD degrees from the University of Missouri and his MBA from the University of Chicago.

Donald E. Klumb, 47, has served as Vice President and Chief Financial Officer of the Company since 1999. From 1998 to 1999, Mr. Klumb was a partner at Deloitte & Touche LLP and headed the firm’s Midwest telecommunications and high technology practice. From 1992 to 1998, he was a senior manager with Deloitte & Touche LLP. Mr. Klumb received his B.S. in Accounting from the University of Wisconsin-Milwaukee and is a certified public accountant with an inactive license.

Susan M. Simmons, 39, has served as Senior Vice President and Managing Director of CSMG and CSMG Adventis, two subsidiaries of the Company since January 4, 2010. Previously, Ms. Simmons was a Vice President of CSMG where she has been a consultant and executive since 2001. Ms. Simmons’ experience covers a broad range of topics and clients including service providers, equipment/services vendors and large investors. During her tenure she has focused intensively on wireless and broadband services, especially the advanced infrastructure that enables converged offerings for both consumers and business customers. Her projects cover the full range of strategy services, including growth and business transformation, ecosystem development, go to market strategy, business optimization, corporate/board strategy and deal development. Ms. Simmons has also served as an expert witness and is a frequent speaker at industry conferences. Prior to joining CSMG, Ms. Simmons was a senior project manager at Navigant Consulting Inc., covering business strategy, financial analysis, market studies, collaborative facilitation and regulatory support. Ms. Simmons received her Masters of Science in Real Estate from MIT and her BA summa cum laude in Economics with Honors from Boston College.

John Howard Watson, 47, has served as Managing Director of TMNG Global EMEA since January 4, 2010. Prior to joining TMNG’s UK-based office to oversee Cartesian and TMNG EMEA operations, Mr. Watson led Virgin Media’s technology initiatives as the Chief of Transformation and Technology from 2006 to 2009. Under his leadership, the technology division of Virgin Media saw revolutionary change as Mr. Watson introduced new key and strategic positions, including CTIO and Executive Director of Change, and implemented new strategies to earn the banner “most cost efficient division.” Additionally, as the Chief Technology and Information Officer of Telewest PLC, a UK based cable company, from 1993 to 2006 Mr. Watson made significant contributions to the establishment of Telewest as one of the best performing cable operators according to leading industry analysts. His varied background ranges from building-out technology and IT divisions and overseeing operations, to innovating and delivering transformational products

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in the UK cable industry including telephony, digital TV, Video on Demand, High Definition TV, and ultra high speed broadband. Mr. Watson is a member of the Institution of Engineering and Technology and earned his BSc with first class honours from the Electrical and Electronic School of Engineering at Aston University in Birmingham, UK.

EXECUTIVE COMPENSATION

As noted above under “Note Regarding Streamlined Disclosure,” the SEC adopted amendments to its rules expanding the number of companies that qualify for the SEC’s scaled disclosure requirements for smaller reporting companies. The amendments were intended to benefit investors by allowing smaller reporting companies to tailor their disclosure to reduce costs. Because the Company qualifies as a “smaller reporting company” under the amended rules, the Company is not required to provide, among other things, Compensation Discussion and Analysis and certain other tabular and narrative disclosures relating to executive compensation.

Summary Compensation Table

The following Summary Compensation Table sets forth summary information as to the compensation of (i) the Company’s Chief Executive Officer and (ii) the Company’s three other most highly compensated executive officers during fiscal year 2009 (collectively, the “named executive officers”).

							Stock		Option		Non-equity
Name and Principal					Bonus (1)		Awards (2)		Awards (2)		Incentive Plan		All Other
Position	Year		Salary ($)		($)		($)		($)		Compensation		Compensation(3)		Total
Richard P. Nespola,		2009	$	624,250	$	125,000	$	—	$	—	$	—	$	28,541	$	777,791
Chairman of the		2008	$	624,250	$	200,000	$	—	$	—	$	—	$	101,873	$	926,123
Board and CEO
Micky K. Woo,		2009	$	460,562	$	75,000	$	—	$	—	$	—	$	5,550	$	541,112
President and COO		2008	$	460,562	$	100,000	$	—	$	—	$	—	$	5,325	$	565,887
Janos Sivo,		2009	$	222,616	$	290,737	$	—	$	—	$	—	$	48,841	$	562,194
Former Managing		2008	$	253,749	$	—	$	—	$	—	$	—	$	51,499	$	305,248
Director Cartesian Limited(4)
Donald E. Klumb,		2009	$	275,000	$	50,000	$	—	$	—	$	—	$	5,550	$	330,550
Vice President		2008	$	275,000	$	50,000	$	—	$	—	$	—	$	5,325	$	330,325
and CFO

(1)

2009 bonus amounts for Messrs. Nespola, Woo and Klumb were discretionary bonuses paid in 2010 based upon 2009 performance. 2008 bonus amounts for Messrs. Nespola, Woo and Klumb were discretionary bonuses paid in 2009 based upon 2008 performance.

(2)

Amounts reported in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of such awards made during fiscal year 2009, if any, computed in accordance with FASB ASC Topic 718. Amounts for 2008 have been recomputed using the same methodology in accordance with Securities and Exchange Commission rules. Pursuant to Securities and Exchange Commission rules, the amounts shown reflect the probable outcome of performance conditions, if any, that affect the vesting of awards granted to the named executive officers. However, these amounts do not include an estimate of forfeitures related to time-based vesting conditions, and assume that the named executive officer will perform the requisite service to vest in the award. For additional information relating to the assumptions made in the valuation of stock options and restricted stock awards refer to Note 6 in the Notes to Consolidated Financial Statements included in the Company’s Form 10-K for the year ended January 2, 2010 filed with the Securities and Exchange Commission on April 1, 2010.

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(3)   All Other Compensation for the named executive officers consists of:

					Pension						Redeemed		Personal Use		Financial
			401(k)		Plan						Unused		of		Planning		Club
Name	Year		Contributions		Contributions		STD		LTD		Vacation(a)		Automobile		Stipend(a)		Membership(b)		Total
Richard P. Nespola		2009	$	3,675	$	—	$	494	$	1,381	$	—	$	9,491	$	—	$	13,500	$	28,541
		2008	$	3,450	$	—	$	494	$	1,381	$	60,024	$	11,524	$	10,000	$	15,000	$	101,873
Micky K. Woo		2009	$	3,675	$	—	$	494	$	1,381	$	—	$	—	$	—	$	—	$	5,550
		2008	$	3,450	$	—	$	494	$	1,381	$	—	$	—	$	—	$	—	$	5,325
Janos Sivo		2009	$	—	$	48,841	$	—	$	—	$	—	$	—	$	—	$	—	$	48,841
		2008	$	—	$	51,499	$	—	$	—	$	—	$	—	$	—	$	—	$	51,499
Donald E. Klumb		2009	$	3,675	$	—	$	494	$	1,381	$	—	$	—	$	—	$	—	$	5,550
		2008	$	3,450	$	—	$	494	$	1,381	$	—	$	—	$	—	$	—	$	5,325

(a)  Provided pursuant to terms of CEO Employment Agreement (defined below).

(b)  Club membership provided pursuant to terms of CEO Employment Agreement.

(4)   Effective January 20, 2010, Mr. Sivo ceased to be an executive officer of the Company. On March 31, 2010, Mr. Sivo’s employment with the Company ended.

Narrative to Summary Compensation Table

Employment Agreements. The Company is a party to an employment agreement with Richard P. Nespola, our CEO (the “CEO Employment Agreement”). A copy of the CEO Employment Agreement was filed as Exhibit 10.19 to our Annual Report on Form 10-K for the fiscal year ended January 3, 2004, filed with the SEC on March 31, 2004, and is available on the SEC’s website (www.sec.gov). The CEO Employment Agreement, dated January 5, 2004, consists of the following components:

•      Base salary of not less than $567,000 per year to be determined by the Board of Directors;

•      Bonus to be awarded based upon criteria determined and judged by the Compensation Committee, with the annual target bonus to be not less than fifty percent (50%) of base salary;

•      Six weeks of vacation per year that may redeemed in cash if unused;

•      Personal automobile use;

•      Such pension, profit sharing and fringe benefits as the Board of Directors of the Company may, from time to time, determine to provide for the key executives of the Company;

•      Health club membership and dues;

•      Executive health benefits for certain examinations not covered by insurance (not used to date);

•      Estate and financial planning services stipend of $10,000 per year;

•      Reimbursement of home office expenses;

•      Severance benefits upon a termination by the Company other than due to death, disability or cause, or upon a constructive termination, consisting of: (1) lump sum payment of 150% of annual salary and average bonus; (2) continuation of medical and dental insurance for 18 months; (3) purchase of Company-provided vehicle and assignment of such vehicle to CEO; and (4) pro rata portion of annual bonus that is the greater of $283,500 or target bonus for that year.

The Company is a party to an employment agreement with Donald E. Klumb, our CFO (the “CFO Employment Agreement”). A copy of the CFO Employment Agreement was filed as Exhibit 10.1 on Form 8-K filed with the SEC on April 11, 2008, and is available on the SEC’s website (www.sec.gov). The CFO Employment Agreement, dated April 8, 2008, consists of the following components:

•      Base salary of not less than $275,000 per year to be determined by the Board of Directors;

•      Eligibility to participate in the Company’s bonus pool for executive officers as approved by the Compensation Committee;

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•      Eligibility to participate in any health, disability, and group term life insurance plans or other perquisites and fringe benefits that the Company extends generally from time to time to the executive officers of the Company;

•      Severance benefits upon a termination by the Company other than due to death, disability or cause, or upon a constructive termination, consisting of: (1) salary and benefits (and bonuses, if any) accrued and payable up to the date of termination, (2) nine months of base salary payable in one lump sum, and (3) payment of the premium for any COBRA benefits for a period of nine months from the date of termination; and

•      Accelerated vesting of unvested stock options upon the occurrence of certain events, including, a change in the CEO, a change in control of the Company, or termination of employment by the Company other than due to death, disability, or cause.

Effective March 20, 2010, the Compensation Committee increased Donald Klumb’s annual base salary from $275,000 to $300,000.

Retirement Benefits. The only retirement benefit offered to Messrs. Nespola, Woo and Klumb by the Company is participation in the Company’s standard 401(k) plan, which is available to all U.S. Company employees. Under this plan, the Company will match twenty-five percent of the first six percent of deferred salary the employee contributes to the plan (subject to IRS maximums). Material severance terms for Messrs. Nespola and Klumb are outlined above in the descriptions of the CEO Employment Agreement and CFO Employment Agreement. Mr. Woo does not have an employment agreement with the Company.

The only retirement benefits offered to Mr. Sivo were agreed to contributions to his pension account under the Company’s Group Personal Pension Plan for all employees of its Cartesian Limited subsidiary. Effective January 20, 2010, Mr. Sivo ceased to be an executive officer of the Company. On March 31, 2010, Mr. Sivo’s employment with the Company ended. In addition to salary and bonus earned by Mr. Sivo in the first quarter of 2010, the Company paid Mr. Sivo $82,215 in association with his departure from the Company.

Outstanding Equity Awards at 2009 Fiscal Year End

The following table provides information regarding outstanding stock options and unvested stock awards held by each named executive officer as of January 2, 2010. All references to shares of common stock subject to options and stock awards have been retroactively restated to reflect the 1-for-5 reverse stock split effective February 7, 2010.

	Option Awards							Stock Awards
	Number of		Number of
	Securities		Securities						Market Value
	Underlying		Underlying					Number of	of Shares or
	Unexercised		Unexercised		Option			Shares or Units	Units of Stock
	Options		Options		Exercise		Option	of Stock That	That Have not
	Exercisable		Unexercisable		Price		Expiration	Have Not Vested	Vested
Name	(#)		(#)		($)		Date	(#)	($)
Richard P. Nespola (1)		17,760				112.80	January 13, 2010
		37,500		12,500		12.20	March 1, 2016
Micky K. Woo (2)		13,320				112.80	January 13, 2010
		22,500		7,500		12.20	March 1, 2016
Janos Sivo (3)		18,750		6,250		8.10	January 2, 2017
Donald E. Klumb (4)		15,000		5,000		12.20	March 1, 2016

(1)	12,500 unexercisable stock options vested on March 1, 2010; 17,760 unexercised options expired on January 13, 2010.
(2)	7,500 unexercisable stock options vested on March 1, 2010; 13,320 unexercised options expired on January 13, 2010.
(3)	All unexercised options subject to forfeiture upon Mr. Sivo’s departure from Company pursuant to the Equity Plan.
(4)	5,000 unexercisable stock options vested on March 1, 2010.

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REPORT OF THE AUDIT COMMITTEE

In the performance of its oversight function, the Audit Committee has considered and discussed with management and our independent registered public accounting firm the audited consolidated financial statements of the Company for the fiscal year ended January 2, 2010.

In addition, the Audit Committee discussed with our independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T. The Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with our independent registered public accounting firm its independence.

Based upon the reports and discussions described in this report, and other matters the Audit Committee deemed relevant and appropriate, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements as of and for the fiscal year ended January 2, 2010, be included in the Company’s Annual Report on Form 10-K for such fiscal year.

The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements. The Audit Committee does not determine whether the Company’s financial statements are complete and accurate, are prepared in accordance with generally accepted accounting principles or fairly present the Company’s financial condition, results of operations and cash flows. Members of the Committee rely without independent verification on the information provided to them and the representations made to them by management and the independent registered public accounting firm and look to management to provide full and timely disclosure of all material facts affecting the Company. Accordingly, the Audit Committee’s oversight does not assure that management has maintained appropriate internal controls and procedures or appropriate disclosure controls and procedures, that the audit of the Company’s financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board or that the Company’s independent registered public accounting firm is in fact “independent.”

The Audit Committee

Frank M. Siskowski, Chairman
Roy A. Wilkens
Robert J. Currey

This Audit Committee Report is not deemed “soliciting material”
and is not deemed filed with the SEC or subject to Regulation 14A
or the liabilities under Section 18 of the Exchange Act.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors, officers and beneficial owners of more than 10% of the Company’s Common Stock to file reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms submitted to it during the fiscal year ended January 2, 2010, the Company has determined that all officers, directors and beneficial owners of more than 10% of the outstanding Common Stock complied with all Section 16(a) requirements during fiscal year 2009, except A. Reza Jafari, a director of the Company, filed late his Form 3 and one Form 4 reporting one transaction, and Potomac Capital Management LLC, a stockholder of the Company, filed late three Form 4s reporting three transactions. The Company assists its directors and officers in the preparation and filing of reports required under Section 16(a) of the Exchange Act.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INDEMNIFICATION AGREEMENTS

We have entered into indemnification agreements with our directors and executive officers. A copy of the form of Indemnification Agreement was filed as Exhibit 10.2 to our Registration Statement on Form S-1 filed with the SEC on September 20, 1999 and is available on the SEC’s website ( www.sec.gov).

OUTSTANDING LOAN TO EXECUTIVE OFFICER

There is an outstanding line of credit between TMNG and Richard P. Nespola, our Chairman and Chief Executive Officer, which originated in fiscal year 2001. Aggregate borrowings outstanding against the line of credit totaled $300,000 at January 2, 2010 and are due in 2011. In accordance with the loan provisions, the interest rate charged on the loan is equal to the Applicable Federal Rate (AFR), as announced by the Internal Revenue Service, for short-term obligations (with annual compounding) in effect for the month in which the advance is made, until fully paid. No further loan agreements or draws against the line may be made by the Company to, or arranged by the Company for its executive officers. Interest payments on this loan are current as of January 2, 2010.

ENGAGEMENT OF LAW FIRM AFFILIATED WITH DIRECTOR

During fiscal year 2009, we incurred legal fees of $16,000 for services provided by Bingham McCutchen, LLP (“Bingham”), a law firm in which Mr. Lipman owns an equity interest. The fees paid to Bingham were primarily in connection with ancillary matters associated with past transactions in which Bingham had represented TMNG. During fiscal year 2008, we incurred legal fees of $26,000 for services provided by Bingham. The fees paid to Bingham in 2008 were primarily in connection with our past acquisition of Cartesian Limited and certain associated legal compliance matters in the United Kingdom. Our Board of Directors has affirmatively determined that such payments do not constitute a material relationship between the director and the Company and concluded that Mr. Lipman remained an independent director.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth the beneficial ownership of the Company’s Common Stock as of April 5, 2010, by (i) each person or entity who is known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all directors and executive officers of the Company as a group. Except as otherwise noted, the stockholders named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to applicable community property laws.

	Shares Beneficially Owned
Beneficial Owner	Total Number		Percent
5% Stockholders (excluding executive officers or directors):
Thomas E. Lynch, Charles M.B. Goldman, Scott P. Scharfman, Mill Road Capital GP, LLC and Mill Road Capital, L.P.(1) Two Sound View Drive, Greenwich, CT 06830		556,507		7.9	%
Potomac Capital Management, LLC, Potomac Capital Management, Inc., and Paul J. Solit(2)
825 Third Avenue, 33rd Floor New York, NY 10022		445,704		6.3	%
Huntleigh Advisors, Inc., Huntleigh Securities Corp., and Datatex Investment Services, Inc.(3)
7800 Forsyth Boulevard, 5th Floor, St. Louis, MO 63105		412,873		5.9	%
Executive Officers & Directors:
Richard P. Nespola(4)
7300 College Boulevard, Suite 302 Overland Park, KS 66210		615,187		8.7	%
Micky K. Woo(5)
7300 College Boulevard, Suite 302 Overland Park, KS 66210		456,264		6.5	%
Donald E. Klumb(6)		60,675		*
Janos Sivo(7)		18,750		*
Roy A. Wilkens(8)		26,700		*
Andrew D. Lipman(9)		22,500		*
Frank M. Siskowski(10)		19,500		*
Robert J. Currey(11)		18,500		*
A. Reza Jafari(12)		1,875		*
All directors and executive officers as a group (11 persons)		1,262,451		17.8	%

*	Less than 1% of the outstanding shares of Common Stock.
(1)	Based on information provided by Thomas E. Lynch, Charles M.B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC and Mill Road Capital, L.P. in a Schedule 13D filed on August 17, 2009. Thomas E. Lynch, Charles M.B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC and Mill Road Capital, L.P. jointly own 556,507 shares.
(2)	Based on information provided by Potomac Capital Management, LLC, Potomac Capital Management II, LLC, and Paul J. Solit, in a Schedule 13G/A filed on September 28, 2009. Potomac Capital Management, LLC, and Paul J. Solit jointly own 403,363 shares; Potomac Capital Management II, LLC. and Paul J. Solit jointly own 37,601 shares, and Paul J. Solit individually owns 4,740 shares.
(3)	Based on information provided by Huntleigh Advisors, Inc., Huntleigh Securities Corp., and Datatex Investment Services, Inc. in a Schedule 13G filed on February 11, 2010. Huntleigh Advisors, Inc. owns 229,159 shares and Datatex Investment Services, Inc. owns 173,014 shares. Huntleigh Advisors, Inc. and Datatex Investment Services, Inc. share voting and dispositive power over 412,873 shares. Huntleigh Securities Corp. is affiliated with and under common control with Huntleigh Advisors, Inc. and Datatex Investment Services, Inc. and had voting and dispositive power over 10,700 shares.

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(4)	Includes 67,760 exercisable stock options. Mr. Nespola disclaims beneficial ownership of 101,315 shares of common stock held by the Quimby Lane 2002 Trust, which is an irrevocable grantor trust of which Mr. Nespola’s spouse and adult son are the sole beneficiaries.
(5)	Includes 200,000 shares held by Woo 2005 Family Trust, 183,904 shares held by Micky K. Woo Trust, and 14,040 shares held by Growth Unlimited, Inc., and 43,320 exercisable stock options.
(6)	Includes 20,000 exercisable stock options.
(7)	Includes 18,750 exercisable stock options.
(8)	Includes 10,000 exercisable stock options.
(9)	Includes 22,500 exercisable stock options.
(10)	Includes 17,500 exercisable stock options.
(11)	Includes 17,500 exercisable stock options.
(12)	Includes 1,875 stock options that will become exercisable within 10 days after April 5, 2010.

SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINATIONS

In addition to the requirements under SEC Rule 14a-8 regarding the inclusion of stockholder proposals in the Company’s proxy statement and form of proxy relating to an annual meeting of stockholders, our Bylaws establish procedures which stockholders must follow in order to nominate directors or make proposals other than under SEC Rule 14a-8 for consideration at an annual meeting of stockholders. Any stockholder desiring a copy of our Bylaws will be furnished one without charge upon written request to the Secretary of the Company. A copy of our Bylaws was filed as Exhibit 3.2 to our Form 8-K filed with the SEC on April 20, 2009 and is available on the SEC’s website (www.sec.gov).

Stockholder Nominees for 2011 Annual Meeting of Stockholders.

If you are a stockholder of record and wish to nominate someone to the Board of Directors, you must give written notice to the Company’s Secretary. Your notice must be delivered to or mailed and received at the principal executive offices of the Company not more than 150 calendar days and not less than 120 calendar days in advance of the first anniversary date of mailing of the Company’s proxy statement released to stockholders in connection with the previous year’s annual meeting of stockholders. However, if the date of the annual meeting has been advanced by more than thirty (30) days or delayed by more than sixty (60) days from the anniversary of the prior year’s meeting date, notice must be delivered and received no earlier than 150 calendar days before such annual meeting and not less than the later of (i) 120 calendar days before such annual meeting or (ii) ten (10) calendar days following the day on which public announcement of the date of the annual meeting is first made. A nomination received after such date will be deemed untimely and will not be considered. Your notice must include the information specified in our Bylaws and a written consent of each nominee to serve as a director of the Company if elected. Under our Bylaws, the chairperson of the annual meeting of stockholders has the power and duty to determine whether a nomination was made in accordance with the Bylaws, and, if not in compliance with the Bylaws, to declare that the defective nomination shall be disregarded.

Stockholder Proposals at 2011 Annual Meeting of Stockholders.

If you are a stockholder of record and wish to make a proposal to the stockholders other than pursuant to SEC Rule 14a-8, you must give written notice to the Company’s Secretary in accordance with the same procedure specified for nominations of directors, and the notice must provide the information specified in our Bylaws. Any proposal received after the date specified above will be deemed untimely and will not be considered. Under our Bylaws, the proposal will not be considered if the proposal is not in accordance with applicable law and the rules of the SEC. Under our Bylaws, the chairperson of the annual meeting of stockholders has the power and duty to determine whether any business proposed to be brought before the meeting was made in accordance with the Bylaws, and, if not in compliance with the Bylaws, to declare that such proposal shall be disregarded.

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Deadline for Including a Stockholder Proposal in the Proxy Statement for the 2011 Annual Meeting of Stockholders.

Proposals that are intended to be presented by stockholders at our 2011 annual meeting of stockholders must be received by us no later than December 21, 2010 to be considered for inclusion in the proxy statement and form of proxy relating to that meeting. Upon receipt of any such proposal, the Company will determine whether or not to include such proposal in the proxy statement and proxy in accordance with SEC regulations governing the solicitation of proxies.

ANNUAL REPORT

TMNG’s Annual Report to Stockholders, containing financial statements for the fiscal year ended January 2, 2010, is being mailed with this proxy statement to all stockholders entitled to vote at the Annual Meeting. You must not regard the Annual Report as additional proxy solicitation material.

We will provide without charge, upon written request to the Secretary of the Company at the address listed on the cover page of this proxy statement, a copy of the Company’s annual report on Form 10-K, including the financial statements filed with the Securities and Exchange Commission for the fiscal year ended January 2, 2010.

HOUSEHOLDING

A single copy of our 2009 Annual Report and this proxy statement are being delivered to any multiple stockholders sharing the same address pursuant to SEC Rule 14a-3(e)(1), unless we or our transfer agent have received contrary instructions from one or more of those stockholders. We agree to deliver promptly upon written or oral request a separate copy of our Annual Report and proxy statement to any stockholder at a shared address to which a single copy of those documents has been delivered. You may notify us that you wish to receive a separate copy of the Annual Report and proxy statement for the 2010 or any future Annual Meeting by contacting us at 7300 College Boulevard, Suite 302, Overland Park, Kansas 66210, (913) 345-9315, Attention: Secretary. Stockholders who are members of a single household receiving multiple copies of those documents and who wish to receive a single copy may contact us at the same address or telephone number.

OTHER MATTERS

The Company knows of no other matters to be submitted to the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares they represent as the Board of Directors may recommend.

The Board of Directors

Overland Park, Kansas

April 21, 2010

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APPENDIX A

THE MANAGEMENT NETWORK GROUP, INC.

1998 EQUITY INCENTIVE PLAN

(amended and restated)

The Management Network Group, Inc., originally established the The Management Network Group, Inc. 1998 Equity Incentive Plan, effective April 30, 1998 and The Management Network Group, Inc. 1998 Consultant Equity Incentive Plan, effective April 30, 1998. The Management Network Group, Inc. amended and restated these two plan into one plan effective as of September 7, 1999. Effective June 8, 2009 (the “Effective Date”), The Management Network Group, Inc. amended and restated the Plan. Effective May 27, 2010 (the “Amendment Date”), The Management Network Group, Inc. hereby further amends the Plan.

1.  Purposes of the Plan. The purposes of this 1998 Equity Incentive Plan are:

•      to attract and retain the best available personnel for positions of substantial responsibility,

•      to provide additional incentive to Employees, Directors and Consultants, and

•      to promote the success of the Company’s business.

Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.

2.  Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.

(b) “Applicable Laws” means the requirements relating to the administration of stock option plans under U. S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are, or will be, granted under the Plan.

(c) “Award” means an Option, Restricted Stock or Restricted Stock Units.

(d) “Board” means the Board of Directors of the Company.

(e) “Cause” means (i) any willful material violation by the Holder of any law or regulation applicable to the business of the Company or a Parent or Subsidiary of the Company, the Holder’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, any willful perpetration by the Holder of a common law fraud, (ii) the Holder’s commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company, (iii) any material breach by the Holder of any provision of any agreement or understanding between the Company, or any Parent or Subsidiary of the Company, and the Holder regarding the terms of the Holder’s service as a Service Provider, including without limitation, the willful and continued failure or refusal of the Holder to perform the material duties required of such Holder as a Service Provider, other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company and the Holder, (iv) Holder’s disregard of the policies of the Company or any Parent or Subsidiary of the Company so as to cause loss, damage or injury to the property, reputation or employees of the Company or a Parent or Subsidiary of the Company, or (v) any other misconduct by the Holder which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or a Parent of Subsidiary of the Company.

(f) “Code” means the Internal Revenue Code of 1986, as amended.

(g) “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

(h) “Common Stock” means the common stock of the Company.

(i) “Company” means The Management Network Group, Inc., a Delaware corporation.

(j) “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

(k) “Director” means a member of the Board.

(l) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(m) “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the market trading day of the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock for the market trading day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.

(p) “Holder” means a Service Provider who is in possession of an Award.

(q) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(r) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(s) “Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of an individual Award grant. The Notice of Grant is part of the related Award Agreement.

(t) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(u) “Option” means a stock option granted pursuant to the Plan.

(v) “Option Agreement” means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

(w) “Option Exchange Program” means a program whereby outstanding Options are surrendered in exchange for Options with a lower exercise price.

(x) “Optioned Stock” means the Common Stock subject to an Option or Stock Purchase Right.

(y) “Optionee” means the holder of an outstanding Option or Stock Purchase Right granted under the Plan.

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(z) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(aa) “Plan” means this 1998 Equity Incentive Plan, as amended and restated.

(bb) “Performance Award” means any Award that will be issued or granted, or become vested or payable, as the case may be, upon the achievement of certain performance goals (as described in Section 15) to a Holder pursuant to Section 15.

(cc) “Prior Plan” means the 2000 Supplemental Stock Plan.

(dd) “Restricted Stock” means shares of Common Stock either granted or acquired pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.

(ee) “Restricted Stock Purchase Agreement” means a written agreement between the Company and the Holder evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

(ff) “Restricted Stock Unit” means an Award granted under Section 11 evidencing the Holder’s right to receive a Share (or cash payment equal to the Fair Market Value of a Share) at some future date.

(gg) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(hh) “Section 16(b)” means Section 16(b) of the Exchange Act.

(ii) “Service Provider” means an Employee, Director or Consultant.

(jj) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.

(kk) “Stock Purchase Right” means the right to purchase Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

(ll) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.

3.  Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be granted, optioned and sold under the Plan is 2,305,659 (which includes the Prior Plan Shares as provided below). The Shares may be authorized, but unissued, or reacquired Common Stock.

From and after the Amendment Date, 291,321 Shares previously available for issuance under the Prior Plan shall be available for issuance pursuant to the Plan (the “Prior Plan Shares”). From and after the Amendment Date, all outstanding awards granted under the Prior Plan shall remain subject to the terms of the Prior Plan. All Awards granted under this Plan on or after the Amendment Date will be subject to the terms of this Plan.

Any Shares that are subject to an Award under this Plan that are not used because the terms and conditions for the Award are not met, including any Shares subject to an Award that expires, is forfeited, or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan, whether upon grant of Restricted Stock or exercise of an Option or Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.

4.  Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. The Plan may be administered by different Committees with respect to different groups of Service Providers.

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(ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

(iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv) Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of shares of Common Stock to be covered by each Award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Restricted Stock, Restricted Stock Unit, Option or Stock Purchase Right or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) to reduce the exercise price of any Option or Stock Purchase Right to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option or Stock Purchase Right shall have declined since the date the Option or Stock Purchase Right was granted;

(vii) to institute an Option Exchange Program;

(viii) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;

(ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(x) to modify or amend each Award (subject to Section 16(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan;

(xi) to allow Holders to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon the exercise of an Option or Stock Purchase Right or upon the vesting of Restricted Stock or Restricted Stock Units that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Holder to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(xii) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xiii) to make all other determinations deemed necessary or advisable for administering the Plan.

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(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Holders.

5.  Eligibility. Nonstatutory Stock Options, Stock Purchase Rights, Restricted Stock and Restricted Stock Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6.  Limitations.

(a) Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(b) Neither the Plan nor any Award shall confer upon an Holder any right with respect to continuing the Holder’s relationship as a Service Provider with the Company, nor shall they interfere in any way with the Holder’s right or the Company’s right to terminate such relationship at any time, with or without cause.

(c) The following limitations shall apply to grants of Options:

(i) The maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options is 1,400,000.

(ii) No Service Provider shall be granted, in any fiscal year of the Company, Options to purchase more than 200,000 Shares.

(iii) In connection with his or her initial service, a Service Provider may be granted Options to purchase up to an additional 100,000 Shares which shall not count against the limit set forth in subsection (i) above.

(iv) The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 13.

(v) If an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 13), the cancelled Option will be counted against the limits set forth in subsections (ii) and (iii) above. For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of the Option and the grant of a new Option.

(d) The maximum number of Shares with respect to which an Award or Awards may be granted to any Holder in any one taxable year of the Company shall not exceed 400,000 Shares (increased proportionately, in the event of any stock split or stock dividend with respect to the Shares).

7.  Term of Plan. Subject to Section 19 of the Plan, the Plan shall become effective upon its adoption by the Board. It shall continue in effect until the 10th Anniversary of the Effective Date unless terminated earlier under Section 16 of the Plan.

8.  Term of Option. The term of each Option shall be stated in the Option Agreement. In the case of an Incentive Stock Option, the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.

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9.  Option Exercise Price and Consideration.

(a) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.

(B) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be determined by the Administrator. In the case of a Nonstatutory Stock Option intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate transaction.

(b) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised.

(c) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of:

(i) cash;

(ii) check;

(iii) promissory note;

(iv) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(v) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan;

(vi) for any Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will not require a payment of the Option exercise price but will reduce the number of Shares upon the exercise by the largest number of whole shares that has a Fair Market Value on the date of exercise that does not exceed the aggregate Option exercise price.

(vii) any combination of the foregoing methods of payment; or

(viii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

10. Exercise of Option.

(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share.

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An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.

Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider for any reason other than the Optionee’s death, Disability or termination of service for Cause (but not in the event of an Optionee’s change of status from Employee to Consultant (in which case an Employee’s Incentive Stock Option shall automatically convert to a Nonstatutory Stock Option on the ninety-first (91st) day following such change of status) or from Consultant to Employee), such Optionee may, but only within such period of time as is determined by the Administrator, of at least thirty (30) days, with such determination in the case of an Incentive Stock Option not exceeding three (3) months after the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her Option to the extent that Optionee was entitled to exercise it at the date of such termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may, but only within twelve (12) months from the date of such termination (or within such longer time period, not exceeding five (5) years, after the termination date as may be determined by the Administrator, with any exercise beyond twelve (12) months after the termination date, deemed to be a Nonstatutory Stock Option) (and in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her Option the extent the Option is vested on the date of termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d) Death of Optionee. If an Optionee dies while a Service Provider (or the Optionee dies within three (3) months after a termination other than for Cause), the Option may be exercised at any time within twelve (12) months following the date of death (or within such longer time period, not exceeding five (5) years after the termination date as may be determined by the Administrator) (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. The Option may be exercised by the executor or administrator of the Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under the Optionee’s will or the laws of descent or distribution. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

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(e) Termination for Cause. If the Optionee is terminated for Cause, then Optionee’s Option shall expire on such Optionee’s termination date or such later time and on such conditions as are determined by the Administrator.

(f) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

11. Restricted Stock, Restricted Stock Units and Stock Purchase Rights.

(a) Restricted Stock Awards. Coincident with or following designation for participation in the Plan and subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Stock to any Service Provider in such amounts as the Administrator shall determine.

(b) Restricted Stock Unit Awards. Coincident with or following designation for participation in the Plan and subject to the terms and provisions of the Plan, the Administrator may grant a Service Provider Restricted Stock Units, in connection with or separate from a grant of Restricted Stock. Upon the vesting of Restricted Stock Units, the Holder shall be entitled to receive the full value of the Restricted Stock Units payable in either Shares or cash.

(c) Rights to Purchase and Option to Repurchase.

(i) Stock Purchase Rights may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of a Notice of Grant, of the terms, conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator, and which may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(ii) Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at a rate determined by the Administrator.

(d) Restrictions. A Holder’s right to retain Shares of Restricted Stock or be paid with respect to Restricted Stock Units shall be subject to such restrictions, including but not limited to, him or her continuing to perform as a Service Provider for a restriction period specified by the Committee, or the attainment of specified performance goals and objectives, as may be established by the Committee with respect to such Award. All grants of Restricted Stock and Restricted Stock Units shall be subject to a minimum one-year vesting period. The Committee may in its sole discretion require different periods of service or different performance goals and objectives with respect to (i) different Holders, (ii) different Restricted Stock or Restricted Stock Unit Awards, or (iii) separate, designated portions of the Shares constituting a Restricted Stock Award. Any grant of Restricted Stock or Restricted Stock Units shall contain terms such that the Award is either exempt from Code section 409A or complies with such section.

(e) Privileges of a Stockholder, Transferability. Unless otherwise provided in the Award Agreement, a Participant shall have all voting, dividend, liquidation and other rights with respect to Shares of Restricted Stock, provided however that any dividends paid on Shares of Restricted Stock prior to such Shares becoming vested shall be held in escrow by the Company and subject to the same restrictions on transferability and forfeitability as the underlying Shares of Restricted Stock. Any voting, dividend, liquidation or other rights shall accrue to the benefit of a Holder only with respect to Shares of Restricted Stock held by, or for the benefit of, the Holder on the record date of any such dividend or voting date. A Participant’s right to sell, encumber or otherwise transfer such Restricted Stock shall, in addition to the restrictions otherwise provided for in the Award Agreement, be subject to the limitations of Section 12 hereof. The Committee may determine

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that a Holder of Restricted Stock Units is entitled to receive dividend equivalent payments on such units. If the Committee determines that Restricted Stock Units shall receive dividend equivalent payments, such feature will be specified in the applicable Award Agreement. Restricted Stock Units shall not have any voting rights.

(f) Enforcement of Restrictions. The Committee may in its sole discretion require one or more of the following methods of enforcing the restrictions referred to in Sections 11(d) and 11(e):

(i) placing a legend on the stock certificates, or the Restricted Stock Unit Award Agreement, as applicable, referring to restrictions;

(ii) requiring the Holder to keep the stock certificates, duly endorsed, in the custody of the Company while the restrictions remain in effect;

(iii) requiring that the stock certificates, duly endorsed, be held in the custody of a third party nominee selected by the Company who will hold such Shares of Restricted Stock on behalf of the Holder while the restrictions remain in effect; or

(iv) inserting a provision into the Restricted Stock Award Agreement prohibiting assignment of such Award Agreement until the terms and conditions or restrictions contained therein have been satisfied or released, as applicable.

(g) Termination of Service, Death, Disability, etc. Except as otherwise provided in an Award Agreement, in the event of the death or Disability of a Participant, all service period and other restrictions applicable to Restricted Stock Awards then held by him or her shall lapse, and such Awards shall become fully nonforfeitable. Subject to Section 13 and except as otherwise provided in an Award Agreement, in the event a Participant ceases to be a Service Provider for any other reason, any Restricted Stock Awards as to which the service period or other vesting conditions have not been satisfied shall be forfeited.

(h) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.

12. Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Holder, only by the Holder. If the Administrator makes an Award transferable, such Award shall contain such additional terms and conditions as the Administrator deems appropriate.

13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Award, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no shares of Common Stock have yet been issued or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

(b) Dissolution, Liquidation, Merger or Asset Sale. Subject to the third sentence of this Section 13(b), in the event of the proposed dissolution or liquidation of the Company or a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, each

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outstanding Award shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. Notwithstanding the foregoing, in the event that a Holder ceases to be a Service Provider for any reason other than Cause or voluntary resignation within six (6) months of the consummation of a transaction described in this Section 13(b) pursuant to which outstanding Options and Stock Purchase Rights are assumed or substituted as provided above, the vesting and exercisability of each outstanding Award shall be automatically accelerated as to 50% of the unvested Shares of Optional Stock subject to the Award on the date of such Holder’s termination. Notwithstanding the foregoing, (i) in the event that the successor corporation refuses to assume or substitute for the Award, and (ii) in the case of an Award granted to a Service Provider who is a Consultant at the time such Award is granted, the Holder shall fully vest in and have the right to exercise the Award as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Award becomes fully vested and exercisable in accordance with the foregoing sentence, the Administrator shall notify the Holder in writing or electronically that the Option or Stock Purchase Right shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Award shall terminate upon the expiration of such period. For the purposes of this Section, the Award shall be considered assumed if, following the dissolution, liquidation, merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Award immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the dissolution, liquidation, merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the dissolution, liquidation, merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share of Optioned Stock subject to the Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the dissolution, liquidation, merger or sale of assets.

(c) Other Treatment of Options and Stock Purchase Rights. Subject to any greater rights granted to Optionees under the foregoing provisions of this Section 13, in the event of the occurrence of any transaction described in Section 13 hereof, any outstanding Options and Stock Purchase Rights will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation or sale of assets.

14. Date of Grant. The date of grant of an Award shall be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Holder within a reasonable time after the date of such grant.

15. Performance Awards.

(a) Any Award granted under the Plan may be subject to the terms and conditions set forth in this Section 15. If an Award is subject to this Section 15, then the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of one or any combination of the following:

(i) Earnings (either in the aggregate or on a per-Share basis);

(ii) Operating Profit (either in the aggregate or on a per Share basis);

(iii) Operating income (either in the aggregate or on a per Share basis);

(iv) Net income or loss (either in the aggregate or on a per-Share basis);

(v) Net earnings on either a LIFO or FIFO basis (either in the aggregate or on a per Share basis);

(vi) Cash flow provided by operations, either in the aggregate or on a per-Share basis;

(vii) Free cash flow (either in the aggregate on a per-Share basis);

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(viii) Reductions in expense levels, determined either on a Corporation-wide basis or in respect of any one or more business units;

(ix) Operating and maintenance cost management and employee productivity;

(x) Stockholder returns (including return on assets, investments, equity, or gross sales);

(xi) Return measures (including return on assets, equity, or sales);

(xii) Where applicable, growth or rate of growth of any of the above listed business criteria;

(xiii) Share price (including attainment of a specified per-Share price during the Incentive Period; growth measures and total stockholder return or attainment by the Shares of a specified price for a specified period of time);

(xiv) Accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions;

(xv) Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures; and/or

(xvi) Achievement of business or operational goals such as market share and/or business development;

provided that applicable incentive goals may be applied on a pre- or post-tax basis; and provided further that the Committee may, when the applicable incentive goals are established, provide that the formula for such goals may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss. As established by the Committee, the incentive goals may include, without limitation, GAAP and non-GAAP financial measures. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, section 162(m) of the Code and the regulations thereunder.

(b) Notwithstanding any provision of the Plan other than Section 13, with respect to any Performance Award, the Committee may not adjust upwards the amount payable pursuant to such Award, nor may it waive the achievement of the applicable performance goals except in the case of the death or disability of the Participant.

(c) The Committee shall have the power to impose such other restrictions on Performance Awards subject to this Section 15 as it may deem necessary or appropriate to insure that such Performance Awards satisfy all requirements for “performance-based compensation” within the meaning of section 162(m)(4)(B) of the Code or any successor thereto.

16. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Shareholder Approval. The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Holder, unless mutually agreed otherwise between the Holder and the Administrator, which agreement must be in writing and signed by the Holder and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.

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17. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

18. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

19. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

20.  Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws.

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VOTE BY INTERNET — www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS            THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY            I For Withhold ForAII To withhold authority to vote for any            AH All Except individual nominee(s), mark “For All            The Board of Directors recommends that you vote FOR the following: I 1. Election of Directors I Nominees 01 Roy A. Wilkens The Board of Directors recommends you vote FOR the following proposal (s): For Against Abstain 2. Approval of Amendments to our Amended and Restated 1998 Equity Incentive Plan ODD The Board has adopted, subject to the approval of our stockholders, amendments to the Amended and Restated 1998 Equity Incentive Plan (the “Equity Plan”). A copy of the Equity Plan as proposed to be amended is attached as Appendix A to the Proxy Statement. Approval of the amendments requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 2 REGARDING AMENDMENTS TO THE COMPANY’S AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN 3. Ratification of Appointment of Independent Registered Public Accounting Firm ODD The Audit Committee plans to engage the independent registered public accounting firm of Deloitte & Touche LLP to audit the consolidated financial statements of the Company for the fiscal year ending January 1, 2011. The affirmative vote of the holders of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon will be required to approve ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2011. THE AUDIT COMMITTEE RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF SUCH APPOINTMENT o 5 For address change/comments, mark here. Q            o (see reverse for instructions) rsi o: •- Please sign exactly as your name(s) appear(s) hereon. When signing as            o attorney, executor, administrator, or othe r fiduciary, please give full £| title as such. Joint owners should each sign personally. All holders must (g sign. If a corporation or partnership, please sign in full corporate or §1 partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availa bility of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report, Shareholder Letter is/are available at www.proxyvote.com . THE MANAGEMENT NETWORK GROUP, INC. GROUP, INC. By signing this proxy, you revoke all prior proxies and appoint Donald E. Klumb and Thurston K. Cromwell, and each of them, with full power of substitution, to vote these shares on the matters proposed and any other matters which may come before the Annual Meeting and all adjournments. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY YOU. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE            NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of THE MANAGEMENT NETWORK GROUP, INC., a Delaware Corporation, will be held on May 27, 2010, at 9:00 a.m. local time, at the Hyatt Regency O’Hare, 9300 West Bryn Mawr Avenue, Rosemont, Illinois 60018. o 5 Address change/comments: g (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side