EXHIBIT 10.1
YOUR NAME: ______________________
TOTAL NO. OF OPTIONS: ______________________
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 tax law purposes.
GRANT DATE:
------------------------------
EXERCISE PRICE PER SHARE: $
------------------------------
OPTION EXPIRATION DATE:
------------------------------
START DATE FOR VESTING SCHEDULE:
------------------------------
VESTING SCHEDULE: Subject to the Plan and this Agreement, this Option may be
exercised in whole or in part, before the Option Expiration Date, in accordance
with the following schedule:
CUMULATIVE AMOUNT OF SHARES
ON OR AFTER PURCHASABLE UPON EXERCISE OF OPTION
--------------------------- ---------------------------------------
--------------------------- ---------------------------------------
--------------------------- ---------------------------------------
THE FOLLOWING DOCUMENTS ARE INCORPORATED IN THIS AGREEMENT BY REFERENCE AND
CONTAIN IMPORTANT INFORMATION ABOUT YOUR OPTIONS. COPIES OF THESE DOCUMENTS ARE
BEING PROVIDED TO YOU CONCURRENTLY WITH THIS STOCK OPTION AGREEMENT. PLEASE
REVIEW CAREFULLY AND CONTACT PRG-SCHULTZ HUMAN RESOURCES IF YOU HAVE ANY
QUESTIONS:
Additional Terms and Conditions describes how to exercise your Option, what
happens if you cease to serve as a director of PRG-Schultz before you exercise
your Option and where to send notices;
The Plan contains the detailed terms that govern your Option. If anything in
this Agreement or the other attachments is inconsistent with the Plan, the terms
of the Plan, as amended from time to time, will control;
Plan Prospectus Document covering the Options contains important information;
and
200__ Annual Report of PRG-Schultz.
PLEASE SIGN BELOW TO SHOW THAT YOU ACCEPT THESE OPTIONS, KEEP A COPY AND RETURN
BOTH ORIGINALS TO PRG-SCHULTZ HUMAN RESOURCES.
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 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. He may be reached at (770) 779-6554 or 3037. If you
have questions about your options, how you go about exercising your options
or how the Plan works, please contact the Administrator during normal
business hours.
EFFECT OF TERMINATION OF BOARD SERVICE.
o Termination of Board Service for Any Reason. Except as set forth below
regarding a "Change in Control," if your Board service terminates for any
reason, you (or your estate) can exercise any portion of your vested
Options at any time until the earlier of (a) three (3) years after the date
of termination of your board service or (b) the Option Expiration Date.
After such earlier date, the unexercised Options shall terminate. Except as
set forth below regarding a "Change in Control," all of your unvested
Options will terminate immediately following the termination of your Board
service for any reason.
o Change in Control. Upon the occurrence of a Change in Control, as such term
is defined in the Company's Amended and Restated 2006 Management Incentive
Plan, as in effect on the date hereof, all of your unvested Options shall
immediately vest, and all of your outstanding Options shall remain
exercisable until the Option Expiration Date, regardless of whether or not
your Board service shall terminate for any reason.
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 the Company: PRG-Schultz International, Inc.
600 Galleria Parkway, Suite 100
Atlanta, GA 30339
Attention: Senior 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.
2