EXHIBIT 99.1
YOUR NAME: ______________________________________
TOTAL NO. SHARES COVERED BY THE OPTION: ___________
PRG-SCHULTZ NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
PRG-SCHULTZ INTERNATIONAL, INC. ("PRG-Schultz") is pleased to grant to the
person signing below ("you" or "Optionee") the nonqualified stock option
described below under the PRG-Schultz Stock Incentive Plan (the "Plan"). For tax
law purposes, this Option shall be treated as a Non-Qualified Stock Option. This
Option is not intended to be and shall not be treated as an "incentive stock
option" for U.S. tax law purposes.
GRANT DATE: ______________
EXERCISE PRICE PER SHARE: $_____________
OPTION EXPIRATION DATE: ______________
START DATE FOR VESTING SCHEDULE: _______________ - IMMEDIATE VESTING
VESTING SCHEDULE: IMMEDIATE VESTING - subject to the Plan and this Agreement,
this Option may be immediately exercised in whole or in part, before the Option
Expiration Date
THE FOLLOWING DOCUMENTS (INCORPORATED IN THIS AGREEMENT BY REFERENCE) CONTAIN
IMPORTANT INFORMATION ABOUT YOUR OPTIONS. PLEASE REVIEW CAREFULLY EACH OF THESE
ITEMS AND CONTACT PRG-SCHULTZ HUMAN RESOURCES IF YOU HAVE ANY QUESTIONS:
1) Additional Terms and Conditions (attached) describes how to exercise your
Option, what happens if you are no longer employed by PRG-Schultz before you
exercise your Option and where to send notices, 2) the Plan contains the
detailed terms that govern your Option, 3) the Plan Prospectus contains
important information about the Plan and 4) the ________ Annual Report of
PRG-Schultz. The _______ Annual Report of PRG-Schultz is available on the
PRG-Schultz internet website (http://www.prgx.com) under Investor Relations. If
anything in this Agreement or these other documents is inconsistent with the
Plan, the terms of the Plan, as amended from time to time, will control.
If you have previously executed an election to obtain future materials of
PRG-Schulz electronically instead of by mail or hand delivery, and have not
revoked it, this notice shall serve as delivery of such materials to you.. If
you have not completed such an election or have revoked a previous election, the
Plan, the Plan Prospectus Document and the ____ Annual Report of PRG-Schultz are
enclosed with this Stock Option Agreement. In either event, PRG-Schultz will
provide you with copies of these documents upon your written request.
PLEASE SIGN BELOW TO SHOW THAT YOU ACCEPT THIS OPTION AND HAVE RECEIVED COPIES,
EITHER ELECTRONIC OR PAPER, AS SPECIFIED ABOVE, OF THE PLAN, THE PLAN PROSPECTUS
DOCUMENT AND THE ______ ANNUAL REPORT OF PRG-SCHULTZ, KEEP A COPY OF THIS
DOCUMENT AND RETURN TWO SIGNED ORIGINALS TO PRG-SCHULTZ HUMAN RESOURCES, ATTN:
STEPHANIE HOLLIDAY.
OPTIONEE: PRG-SCHULTZ INTERNATIONAL, INC.
_____________________________________ By: __________________________________
Print Your Name: ____________________ Name: __________________________________
Your Residence Address:______________ Its: __________________________________
_____________________________________
ADDITIONAL TERMS AND CONDITIONS OF YOUR OPTION
HOW TO EXERCISE YOUR OPTION
o This Option must be exercised for whole shares only and in increments of at
least 40 shares per exercise.
o The Plan is administered by a Stock Option Plan Administrator in the
Finance Department in the Atlanta office. The Administrator is
responsible for assisting you in the exercise of your option and
maintaining the records of the Plan. The Administrator may be reached
at (770) 779-6537 or 6536. If you have questions about your Option,
how you go about exercising your Option or how the Plan works, please
contact the Administrator during normal business hours.
EFFECT OF TERMINATION OF EMPLOYMENT.
For this Option, service on the Board of Directors of PRG-Schultz shall
constitute "employment" for the purposes of the Plan.
Termination of Service. If you are a Director of PRG-Schultz and after
__________ you leave the Board for any reason having served as Director for
either one entire term (or the remaining portion of the term to which you were
first elected a Director), then the vested unexercised portion of this Option as
of the date you leave the Board will remain exercisable by your (or your estate)
until the original termination date of this Option or three (3) years from the
date of termination of your Board service, whichever occurs first. If your
service as member of the Board of Directors of PRG-Schultz terminates before
serving either one entire term (or the remaining portion of the term to which
you were first elected a Director), you (or your estate) may exercise the vested
portion of your Option at any time within ninety (90) days after the date of
termination of such service as a director after which any remaining unexercised
portion of this Option shall terminate.
NOTICES. All notices pursuant to this Agreement will be in writing and either
(i) delivered by hand, (ii) mailed by United States certified mail, return
receipt requested, postage prepaid, or (iii) sent by an internationally
recognized courier which maintains evidence of delivery and receipt. All notices
or other communications will be directed to the following addresses (or to such
other addresses as either of us may designate by notice to the other):
To PRG-Schultz: PRG-Schultz International, Inc.
600 Galleria Parkway, Suite 100
Atlanta, GA 30339
Attention: Executive Vice President,
Human Resources
To you: The address set forth on page 1
MISCELLANEOUS. Failure by you or PRG-Schultz at any time or times to require
performance by the other of any provisions in this Agreement will not affect the
right to enforce those provisions. Any waiver by you or PRG-Schultz of any
condition or the breach of any term or provision in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall apply only to that
instance and will not be deemed to waive conditions or breaches in the future.
If any court of competent jurisdiction holds that any term or provision of this
Agreement is invalid or unenforceable, the remaining terms and provisions will
continue in full force and effect, and this Agreement shall be deemed to be
amended automatically to exclude the offending provision. This Agreement may be
executed in multiple copies and each executed copy shall be an original of this
Agreement. This Agreement shall be subject to and governed by the laws of the
State of Georgia. No change or modification of this Agreement shall be valid
unless it is in writing and signed by the party against which enforcement is
sought. This Agreement shall be binding upon, and inure to the benefit of, the
permitted successors, assigns, heirs, executors and legal representatives of the
parties hereto. The headings of each Section of this Agreement are for
convenience only. This Agreement and the Plan contain the entire agreement of
the parties hereto and no representation, inducement, promise, or agreement or
otherwise between the parties not embodied herein shall be of any force or
effect, and no party will be liable or bound in any manner for any warranty,
representation, or covenant except as specifically set forth herein.