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Exhibit 10.24
Your Name: Donald E. Ellis, Jr.
Total No. of Options: 250,000
PRG NON-QUALIFIED STOCK OPTION AGREEMENT
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. ("PRG") is pleased to grant to the
person signing below ("you" or "Optionee") the nonqualified stock option
described below under the PRG 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: OCTOBER 26, 2000
EXERCISE PRICE PER SHARE: $4.31
OPTION EXPIRATION DATE: APRIL 25, 2006
START DATE FOR VESTING SCHEDULE: OCTOBER 26, 2000
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:
100,000 shares are immediately purchasable upon grant of this option and the
remaining 150,000 shares shall become purchasable at a rate of 4,167 per month
beginning on November 26, 2000 and continuing thereafter on the 26th day of each
of the next thirty-four (34) months and on October 26, 2003 the remaining 4,155
shares shall become purchasable.
THE FOLLOWING DOCUMENTS (INCORPORATED IN THIS AGREEMENT BY REFERENCE) CONTAIN
IMPORTANT INFORMATION ABOUT YOUR OPTIONS. PLEASE REVIEW CAREFULLY AND CONTACT
PRG HUMAN RESOURCES IF YOU HAVE ANY QUESTIONS:
ADDITIONAL TERMS AND CONDITIONS (attached) describes how to exercise your
Option, what happens if you are no longer employed by PRG 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. As of the date of this
Agreement PRG acknowledges that the terms of this Agreement and the other
attachments are consistent with the terms of the Plan.
PLAN PROSPECTUS DOCUMENT covering the Options contains important information and
the 1999 ANNUAL REPORT OF PRG (all of these may be accessed via the following
Internet link: http://www.prgx.com/stock_incentive.htm)
The Plan, the Plan Prospectus Document and the 1999 Annual Report of PRG are
available on the PRG Intranet site (http://www.prgx.com/stock_incentive.htm). If
you prefer, you may request that PRG mail these documents to you. Please mark in
the space below to show how you intend to receive these documents.
PLEASE CHECK ONE:
___ you will access these documents on line at
http://www.prgx.com/stock_incentive.htm
___ you would like PRG to mail these documents to you at your residence address
below.
PLEASE SIGN BELOW TO SHOW THAT YOU ACCEPT THESE OPTIONS, KEEP A COPY AND RETURN
BOTH ORIGINALS TO PRG HUMAN RESOURCES.
OPTIONEE: THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.
/s/ DONALD E. ELLIS, JR. By: /s/ JOHN M. COOK
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Print Your Name: Donald E. Ellis, Jr. Name: John M. Cook
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Your Residence Address: Its: Chairman & CEO
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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. He may be reached at (770) 779-6537 or 6536. If you
have questions about your options, how you go about exercising your vested
options or how the Plan works, please contact the Administrator during
normal business hours.
EFFECT OF TERMINATION OF EMPLOYMENT. Except as provided below, you must be
employed by PRG, its Subsidiaries or Affiliates on the applicable vesting date
to exercise your Option.
o TERMINATION OF EMPLOYMENT BY YOU FOR "GOOD REASON" OR BY PRG WITHOUT CAUSE.
If your employment by PRG, its Subsidiaries or Affiliates terminates by you
for "Good Reason" or by PRG without "cause" (as each such term is defined
in your employment letter agreement from John M. Cook, Chief Executive
Officer of PRG dated January 15, 2001, effective October 26, 2000), (i)
your Options that are unvested as of the date of termination of your
employment will all become vested as of the date of the termination of your
employment, and (ii) you (or your estate) can exercise any portion of your
vested Options at any time and from time to time up to and including
twenty-four (24) months after the date of termination of employment. After
such twenty-four (24) month period, the unexercised, but vested Options
shall terminate.
o OTHER TERMINATION OF EMPLOYMENT. If your employment with PRG, its
Subsidiaries or Affiliates is terminated for any reason other than by you
for "Good Reason" or by PRG without cause, (i) any unvested Options will
terminate as of the date of such termination of employment, and (ii) unless
your employment is terminated for cause, you will have the right, for a
period of seventy-five (75) days following such termination of employment,
to exercise any vested Options, after which the unexercised, but vested
Options shall terminate. If your employment is terminated for cause, all
vested and unvested Options will terminate as of the date of termination of
employment.
o All capitalized terms contained herein that are not otherwise defined
herein shall have the meaning ascribed to such term in the employment
letter agreement from John M. Cook dated January 15, 2001, effective
October 26, 2000 governing the terms of your employment.
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: The Profit Recovery Group International, Inc.
2300 Windy Ridge Parkway, Suite 100 North
Atlanta, GA 30339-8426
Attention: Senior Vice President, Human Resources
To you: The address set forth on page 1
MISCELLANEOUS. Failure by you or PRG 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 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
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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 any other agreements
referenced herein 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.
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