EXHIBIT 99.2
FIRST AMENDMENT
TO
SEPARATION AND RELEASE AGREEMENT
THIS FIRST AMENDMENT TO SEPARATION AND RELEASE AGREEMENT (this "Amendment")
is made and entered into as of March 16, 2006, between PRG-Schultz USA, Inc., a
Georgia corporation (the "Company"), and John M. Toma, a resident of the State
of Georgia ("Executive").
WHEREAS, the Company and Executive entered into a Separation and Release
Agreement dated as of August 2, 2005 (the "Separation Agreement") setting forth,
inter alia, the terms under which Executive separated from the Company.
WHEREAS, as a condition precedent to the Company's restructuring of its
bondholder debt and its bank debt, the Company is obligated to secure the
Amendment of Executive's Separation Agreement as hereinbelow provided (without
which Amendment the said corporate restructuring will not proceed).
WHEREAS, each of the Company and Executive desire to amend the Separation
Agreement as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment. Section 5(b)(IV)(A) is hereby amended by deleting Section
5(b)(IV)(A) in its entirety and by substituting in lieu thereof the following:
"(A) in monthly installments, commencing April 1, 2006, the following
payments:
Payment No. Amount Per Payment
1 $93,894.00
2-46 $31,298.00
Total $1,502,304.00
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The Company shall pay all applicable payroll taxes and national health insurance
taxes accruing with respect to the payments under this Section."
2. Fees and Expenses. On April 1, 2006, the Company shall pay the fixed sum
of $150,000 to CT Investments, LLC to defray fees and expenses of Executive's
legal counsel and financial advisor incurred in connection with the multiple
months of negotiations leading up to and including this Amendment; provided,
however, that the aggregate amount of fees and expenses payable pursuant to this
Section 2 and pursuant to Section 2 of that certain Amendment to Separation and
Release Agreement, dated as of March 16, 2006, between the Company and John M.
Cook shall be collectively fixed at $150,000.
3. Certain Definitions. Capitalized terms used without definition in this
Amendment have the meanings set forth in the Separation Agreement (as amended
hereby).
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which will be deemed to be an original, but all of which
will constitute one and the same instrument, and the signature of any party to
any counterpart shall be deemed a signature to, and maybe appended to, any other
counterpart.
5. Effect; Governing Law. Except as specifically amended by this Amendment,
the Separation Agreement shall remain in full force and effect. This Amendment
shall be binding upon and shall inure to the benefit of the parties hereto and
their successors and permitted assigns. This Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia (without regard to
the conflicts-of-law principles thereof).
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
PRG-SCHULTZ USA, INC.
By: /s/ James B. McCurry
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Name: James B. McCurry
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Title: President and Chief Executive
Officer
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EXECUTIVE:
/s/ John M. Toma
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John M. Toma