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EXHIBIT 10.1
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT ("Separation Agreement") is entered into by and among
MICHAEL A. LUSTIG ("Lustig") and THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.,
a Georgia corporation ("PRG").
WITNESSETH
WHEREAS, Lustig has served as a director and the President and Chief Operating
Officer of PRG and as an officer and director of subsidiaries and affiliates of
PRG and his employment was being terminated without cause by agreement between
PRG and Lustig on October 25, 2000; and
WHEREAS, the Parties agree that for all purposes hereof, the parties will treat
Lustig's termination from the Company as a resignation which became effective as
of October 25, 2000; and
WHEREAS, PRG and Lustig desire to settle fully and finally all differences which
may arise out of or relate to Lustig's employment with PRG, all other claims
Lustig has through the date of this Separation Agreement against PRG and all
other claims PRG has through the date of this Separation Agreement against
Lustig, and terminate the employment relationship between Lustig and PRG and all
agreements, other than this Separation Agreement, relating to such employment
relationship.
NOW THEREFORE, in consideration of the promises undertaken and releases herein
contained, it is agreed by the parties hereto, as follows:
1. TERMINATION OF EMPLOYMENT; TERMINATION BENEFITS.
A. Termination of Employment. PRG and Lustig hereby agree that
Lustig's employment by PRG and any and all of the subsidiaries of PRG is
terminated effective as of October 25, 2000. Except for PRG's obligation to
indemnify Lustig as provided herein and the restrictive covenants contained in
paragraph 6.(a)-(c) of the October 17, 1997 Employment Agreement between Lustig
and The Profit Recovery Group International 1, Inc., which obligation remains in
full force and effect, and except as otherwise specifically provided in this
Separation Agreement, any and all agreements between Lustig and PRG relating to
employment, compensation, and any other benefits are hereby terminated and
cancelled. Specifically excluded from this termination and cancellation
provision are the stock options Lustig received while employed by PRG which had
vested prior to his termination, but including in this termination and
cancellation provision any options that may have become vested as a result of
his termination.
B. Resignation from Offices and Board of Directors. Lustig hereby
confirms that he has resigned from all positions he may have had as an officer
and director of PRG and of all subsidiaries and affiliates of PRG, effective
October 25, 2000.
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C. Termination Benefits. PRG and Lustig agree that Lustig shall
be entitled to receive the following, severance payments and rights, which
collectively are the sole termination benefits to which he is entitled
(collectively, items (i), (ii) and (iii) below being the "Termination
Benefits"):
(i) Commencing January 31, 2001, PRG shall pay Lustig an
aggregate of $660,000, payable in eighteen (18) equal monthly
installments (without interest), on the last pay date each month, in
accordance with PRG's customary payroll practices and subject to all
applicable federal and state tax withholding and other deductions;
provided, that in the event that prior to the end of such
eighteen-month period either (a) any person or group of affiliated
persons who, immediately prior to any transaction(s) hereinafter
described, did not own 5% or more of the issued and outstanding shares
of common stock of PRG, acquire beneficial ownership (as defined in
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended), in a transaction or series of related transactions, shares of
common stock of PRG which represent more than 50% of all issued and
outstanding shares of common stock of PRG (other than (A) in a
transaction in which PRG has issued the shares of its common stock to
such person or group of affiliated persons or (B) acquisitions which
are not effected with the purpose of accomplishing a change in control
of PRG, as evidenced in the Schedule 13D or Schedule 13G filed by such
person or group of affiliated persons), or (b) PRG sells all or
substantially all of its assets to an unrelated third party in a
transaction or series of related transactions, then any unpaid amounts
under this Section 1.C(i) shall be immediately due and payable.
(ii) In addition, PRG shall pay Lustig on the eighth day
after he executes this Agreement a one-time lump-sum payment of
$937,500 (less any payments made to Lustig after October 25, 2000) in
full, final and complete satisfaction of any salary, bonus, deferred
compensation, unvested stock options, stock purchase, fringe benefits
or other employee benefits for which Lustig may have been eligible as
an employee, officer and director of PRG.
(iii) The parties acknowledge and agree that as of the date
hereof and as a result of the termination of Lustig's employment,
Lustig has received and is entitled to own and receive 63,000 shares of
capital stock in PRG (the "Transferred Stock") otherwise granted to
Lustig under and as provided under prior restricted stock award
agreements. The parties further agree that for and in consideration of
the payments made to Lustig by PRG under subparagraph (ii) hereof,
Lustig is hereby conveying and transferring solely the Transferred
Stock to PRG free and clear of any claims of Lustig to the continuing
ownership thereof.
(iv) The parties acknowledge and agree that, separate and
apart from the Transferred Stock identified in subparagraph (iii) of
this provision, Lustig currently owns 27,845 shares of capital stock in
PRG (the "Retained Stock"). Notwithstanding anything contained herein
to the contrary, Lustig shall continue to exclusively own the Retained
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Stock and shall remain entitled to assert any and all claims pertaining
to his ownership of the Retained Stock and his status as a shareholder
of PRG resulting from such ownership.
(v) The parties acknowledge and agree that, during his
employment with PRG, Lustig was granted options allowing him to
purchase 638,850 shares of PRG stock pursuant to various written option
agreements. PRG acknowledges that prior to Lustig's termination,
306,150 of those options had fully vested and Lustig shall retain the
right to exercise those options in accordance with the terms of the
various options agreements. Notwithstanding language to the contrary in
the option agreements, PRG agrees that Lustig shall have 120 days from
the date of his termination, or until February 23, 2001, whichever is
earlier, to exercise those options.
(vi) PRG agrees that Lustig may retain the cell phone and
the lap-top computer provided by PRG that he currently uses and
acknowledges that Lustig has already delivered the computer and, to the
extent applicable, the cell phone to PRG for removal of all
Confidential Information (as defined herein) and all software programs
owned by or licensed to PRG thereon.
(vii) PRG will provide Lustig with a separate notification
about his rights under COBRA to elect to continue group insurance
benefits for a specified period.
(viii) Lustig shall retain and shall be provided appropriate
election forms for distribution or rollover of Lustig's balance under
the PRG 401(k) plan all in accordance with the PRG 401(k) plan.
(ix) PRG will assign to Lustig, to the extent assignable,
and free and clear of all rights or claims or liens of PRG, at Lustig's
request, all insurance policies owned by PRG on the life of Lustig and
Lustig will assume all obligations thereunder.
2. GENERAL RELEASE. In consideration of the Termination Benefits provided
herein to which Lustig was not already entitled under the terms of his
Employment Agreement and his Amendment to Employment and Compensation Agreements
and the promises contained in this Separation Agreement, Lustig, for himself and
for his successors, assigns, dependents, heirs, legatees, executors,
administrators, and personal and legal representatives, hereby forever
irrevocably and unconditionally grants to PRG this general release, acquits,
remises, and discharges PRG and its present and former officers, directors,
stockholders, employees, agents, representatives, attorneys, insurers, corporate
affiliates, divisions, subsidiaries, related companies and entities, controlling
persons, predecessors, successors, and assigns (the "Released Parties") from any
claims, demands, complaints, causes of action, suits, damages, costs, losses,
debts, expenses, contracts, charges, controversies, obligations, liabilities,
promises, or agreements whatsoever, in law or in equity, whether known or
unknown, fixed or contingent, which Lustig has had or may now have against any
of the Released Parties arising from or connected with any matter, including
without limitation, his employment with PRG, the termination of that employment
or, except as otherwise specifically provided herein, any post-termination
severance, salary, bonus, deferred compensation, unvested stock options, stock
awards, auto
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allowance, fringe benefits or other employee benefits for which Lustig was
eligible as an employee, officer or director of PRG and any subsidiary or
affiliate thereof (collectively, the "Claims") but specifically excluding
whatever rights or remedies or claims Lustig might have either (i) to
indemnification or payment of expenses arising under PRG's charter, liability
insurance or bylaws or those of any subsidiary or affiliate of PRG, (ii) in his
capacity as a shareholder of PRG from and after the date of his termination or,
(iii) by reason of PRG's default, failure or breach under this Agreement
(collectively the "Reserved Rights"). Such released Claims shall include, but
not be limited to, any claims, demands, suits or causes of. action (i) in
connection with any privacy right, civil rights claim, claim for emotional or
mental distress, claims of defamation, claims for personal injury, claims for
breach of contract, and claims for harassment or (ii) pursuant to any federal or
state securities laws or regulations (other than the Reserved Rights), federal,
state, or local employment laws, regulations, executive orders, or other
requirements, including without limitation those that may relate to sex, race,
or other forms of discrimination. Lustig also agrees that, so long as John Cook
is Chief Executive Officer of the Company, Lustig will not join in any attempt
to (1) oust John Cook from his position as a director or as Chief Executive
Officer; or (2) buy the Company through an unsolicited and unwelcome bid. In
addition, except for the Reserved Rights, Lustig releases, remises, waives and
discharges each of the Released Parties of and from any claims upon which he may
have a right to recover in any lawsuit brought by any other person on Lustig's
behalf or which includes Lustig in any class.
Without limiting the generality of the foregoing, Lustig hereby
acknowledges and covenants that he has knowingly relinquished and forever
released any and all rights and remedies which might otherwise be available to
him against any of the Released Parties under federal and state employment laws
regarding his employment with PRG, including the Age Discrimination in
Employment Act of 1967, as amended, 29 U.S.C. ss.621, et seq., the Civil Rights
Act of 1964, as amended (including amendments made through the Civil Rights Act
of 1991), 42 U.S.C. ss.2000e et seq., 42 U.S.C. ss.1981, as amended, the
Americans With Disabilities Act, as amended, 42 U.S.C. ss.12101, et seq., the
Rehabilitation Act of 1973, as amended, 29 U.S.C. ss.701 et seq., the Employee
Retirement Income Security Act of 1974, as amended, 29 U.S.C. ss.031 et seq.,
the Worker Adjustment and Retraining Notification Act, 29 U.S.C. ss.2101, et
seq., the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. ss.2601
et seq., the Fair Labor Standards Act, as amended, 29 U.S.C. ss.201 et seq.,
and all Georgia Code provisions, state and federal workers' compensation laws,
and any claims for attorneys' fees under federal, state or local laws.
PRG, on behalf of itself, its affiliates and its and their respective owners,
stockholders, agents, directors, officers, employees, representatives,
attorneys, predecessors, successors and assigns (collectively the "PRG
Releasees") hereby irrevocably and unconditionally remises, releases, and
forever discharges Lustig and Lustig's heirs, representatives, successors and
assigns (collectively the "Lustig Parties") of and from any and all actions,
causes of actions, suits, debts, charges, allegations, assertions, complaints,
claims, liabilities, obligations, promises, agreements, controversies, damages,
and expenses (including attorneys' fees and costs actually incurred), of any
nature whatsoever, in law or equity, whether presently known or unknown,
discovered or undiscovered, whether or not accrued or fully matured
(collectively the "Company Claims")
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which Company Claims the Company Releasees ever had or which arises on or before
the Effective Date of this Agreement, related to Lustig's employment with or
termination from PRG or his status as an employee, officer, director, agent,
shareholder or representative of any one or more of the Company Releasees;
provided that this release shall not apply to and PRG hereby retains its rights
to assert any and all claims PRG may have by reason of Lustig's default, failure
or breach under this Agreement.
By signing at the space indicated below, the Parties acknowledge that
they have carefully read this general release and affirm that it constitutes a
general release of all known and unknown Claims against the Released Parties and
the PRG Releasees.
/s/ C. MCKELLAR, JR. /s/ MICHAEL A. LUSTIG
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For PRG Michael A. Lustig
3. COVENANT NOT TO SUE; NON-COOPERATION PROVISION. The Parties agree that
they will not directly or indirectly institute, solicit, encourage, consult or
advise, or in any way participate in the commencement and/or prosecution of any
administrative proceeding or lawsuit against any of the Released Parties or the
Lustig Parties in regard to the claims released herein or any other claims or
causes of action arising from acts or omissions taken or made prior to the date
of this Separation Agreement. All Parties further agree that they will not
either directly or indirectly assist in, cooperate or consult with, or encourage
any other parties or their attorneys to commence or prosecute any present or
future administrative proceeding or lawsuit against the other Party or any of
the Released Parties or the Lustig Parties. Nothing in this provision will
prevent either Party from taking any actions deemed reasonably necessary to
defend against any allegation, inquiries, accusations, proceeding, claim,
demand, lawsuit or investigation of any nature whatsoever and by whomever
initiated.
4. DUTY TO COOPERATE. For a one year period from the effective date of
this Agreement, and thereafter, with respect to any litigation in which he is a
defendant, Lustig agrees that he will cooperate with and provide assistance to
PRG and its attorneys in connection with any and all investigations, inquiries
or litigation whether in any judicial, administrative, or public, quasi-public
or private forum, in which PRG is involved, whether or not Lustig is a defendant
in such investigations, inquiries, proceedings or litigation. Lustig will
provide such cooperation without cost (except for reimbursement for
out-of-pocket expenses) on all matters involving litigation in which Lustig is a
defendant. Such cooperation and assistance shall consist of, inter alia, meeting
with counsel for PRG on a reasonable schedule and providing background
information to counsel in such meetings, providing truthful testimony in any
proceeding, and providing other support and cooperation as PRG may reasonably
request. Additionally, Lustig shall use his best efforts to be available to
assist any employee or representative of PRG via telephone or in person at PRG's
executive offices to the extent that PRG, in its sole and exclusive discretion,
determines that Lustig's assistance is necessary. PRG agrees that any requests
made pursuant to this paragraph will be made in writing with adequate advance
notice and any assistance provided by Lustig will be provided in a manner that
does not interfere with any subsequent employment that Lustig procures. In
addition, during the one year period, Lustig agrees that he will assist the
Company in matters unrelated to litigation in which he is a defendant for up to
one day (8 hours)
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per month without additional payment to him except for reimbursement for direct,
out of pocket expenses, if any, incurred by Lustig in connection with such
cooperation. PRG agrees it will compensate Lustig for any time spent assisting
or cooperating with the Company beyond one day per month at the rate of $1200
per day plus reimbursement for direct out-of-pocket expenses, if any, incurred
by Lustig in connection with cooperation unrelated to litigation in which he is
a defendant. After the one year period expires, any assistance Lustig agrees to
provide to the Company (other than assistance related to litigation in which
Lustig is a defendant) will be compensated at the rate of $1200 per day plus
reimbursement for direct out-of-pocket expenses, if any, incurred by Lustig in
connection with such cooperation. PRG also agrees to indemnify, defend and hold
Lustig harmless from and against any claims, obligations, liabilities, loss or
other damages incurred or sustained by Lustig in connection with all acts,
undertakings or omissions committed by Lustig in providing PRG with any
requested assistance.
5. NO DISPARAGEMENT. Lustig agrees that he will neither say, write nor
communicate in any manner to any person or entity anything derogatory or
negative about PRG and its officers, directors, employees, affiliates, and
representatives, and any of its practices, policies, services or products,
regardless of the truth or falsity of the information. PRG agrees that neither
it nor any PRG Releasees will likewise say, write nor communicate in any manner
to any person or entity anything derogatory or negative about Lustig. The
Parties agree that this paragraph will not restrict either Party from providing
information required by law, governmental or judicial order or to defend
themselves in legal proceedings.
6. CONFIDENTIAL INFORMATION AND CONTINUING RESTRICTIVE COVENANTS. As used
in this Separation Agreement, the term "Confidential Information" shall mean all
information regarding PRG, PRG's activities, PRG's businesses including, but not
limited to, PRG's accounting and other business procedures or PRG's customers
that is not generally known to persons not employed by PRG, that is not
generally disclosed by PRG to persons not employed by PRG, and that is the
subject of reasonable efforts to protect its confidentiality. "Trade Secrets"
shall mean information defined as a trade secret by the Georgia Trade Secrets
Act.
(a) Lustig understands and agrees that the Confidential
Information and Trade Secrets constitute valuable assets of PRG and its
affiliated entities, and should not be disclosed to any third parties without
express permission from PRG. Lustig hereby represents and warrants that he has
not revealed, divulged or disclosed to any third parties not affiliated with PRG
any Confidential Information or Trade Secrets that he may have become aware of
over the course of his employment with PRG and/or in the process of discussing
the terms of his departure with PRG. Lustig further agrees that he shall not,
directly or indirectly, at any time in future, reveal, divulge, or disclose to
any person, not expressly authorized by PRG, any Trade Secrets. Lustig further
agrees that he shall not, directly or indirectly, for a period of two years from
the date of this Agreement, reveal, divulge, or disclose to any person, not
expressly authorized by PRG, any Confidential Information.
(b) Lustig understands and agrees that the restrictive covenants
contained in paragraph 6.(a)-(c) of his Employment Agreement dated October 17,
1997, with PRG's subsidiary, The Profit Recovery Group International 1, Inc.,
shall remain in full force and effect.
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7. OTHER REPRESENTATIONS. Lustig represents and warrants to PRG as
follows:
(a) that from October 25, 2000, through the date of execution of
this Separation Agreement, he has not acted in any manner that, after the date
of execution of this Separation Agreement, would be a violation of the terms of
the Separation Agreement;
(b) that he has not made any false statements or
misrepresentations in connection with this Separation Agreement, that he has not
assigned or transferred to any person or entity not a party to this Separation
Agreement any Claim or other right released hereunder and that he shall defend,
indemnify, and hold harmless PRG from and against any claim (including the
payment of attorneys fees and costs actually incurred whether or not litigation
has commenced) based on or in connection with or arising out of any such
assignment or transfer made by Lustig;
(c) that he has not, prior to the date and time of his execution
of this Separation Agreement, initiated any lawsuit or any administrative
proceedings against PRG with any governmental agency or any court; and
(d) that a portion of the consideration he is receiving under this
Separation Agreement is valuable consideration to which he would not otherwise
be entitled.
(e) that, in accordance with Lustig's existing and continuing
obligations to PRG, except for the cellular telephone and lap top computer which
he may retain pursuant to Section 1.C. (vi) hereof, he has returned or will
immediately return to PRG all property and equipment of PRG in his possession,
control or custody, including, without limitation, any of the following:
pager(s), calling card(s), corporate credit card(s), office key(s), security
card(s), all files, records, documents, correspondence, data, computer access
codes, computer programs, business plans and other property which he prepared or
helped prepare in connection with his employment by PRG and Lustig will not
retain any copies or reproductions of any such property and equipment of PRG;
and
8. INDEMNIFICATION BY LUSTIG. Lustig will defend, indemnify, and hold
harmless PRG from and against any loss, expense or liability (including the
reasonable attorneys fees and costs actually incurred whether or not litigation
has commenced) suffered or incurred by PRG based on or in connection with or
arising out of any disclosure by Lustig of Confidential Information prior to, on
or after the date of execution of this Separation Agreement to any recipient who
at the time of disclosure was not an officer, director or employee of PRG or
otherwise authorized by PRG to received the Confidential Information.
9. INDEMNIFICATION BY PRG. Irrespective of Lustig's termination and with
respect to those acts, errors or omissions undertaken or committed by Lustig on
or before the date hereof in the performance of his duties as an officer,
director or representative of any one or more of PRG or the PRG Releasees,
Lustig will remain entitled to receive and PRG and each of the PRG Releases
shall provide and extend to Lustig all rights of indemnification (including
without limit obligations to defend) provided as available under either (i) the
Articles of Incorporation, By-
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Laws or the indemnification agreement of any one or more of PRG or the PRG
Releasees to the maximum extent now or hereafter in effect and (ii) all
professional or other liability insurance policies maintained by any one or more
of PRG or the PRG Releasees to the maximum extent now or hereafter available.
Additionally, PRG, on behalf of itself and each PRG Releasee, agrees that it
shall continue to maintain all professional or other liability insurance
covering its directors and officers and this liability insurance shall continue
to provide Lustig with beneficial coverage for all acts or omissions undertaken
by Lustig on or before the date hereof in the performance of his duties as an
officer, director or representative of any one or more of PRG or the PRG
Releasees.
10. REMEDIES. In the event either Party breaches any obligations under this
Agreement, the non-breaching Party will be entitled to recover from the
breaching Party attorneys' fees and all other costs and expenses incurred in
enforcing this Agreement or in prosecuting any counterclaim or cross claim or
appeal based hereon and to obtain all other relief provided by law or equity.
Such rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to the Parties at law or in equity.
The Parties agree that if either Party is unsuccessful in any challenge
to the terms of this Separation Agreement, or to the Separation Agreement as a
whole, the unsuccessful Party shall be fully responsible for any expenses or
damages incurred by the prevailing Party, including court costs and reasonable
attorneys fees arising as a result of the unsuccessful Party's challenge.
11. NO ADMISSION. This Separation Agreement shall not be construed as an
admission by either Party of any liability, or any acts of wrongdoing, or the
violation of any federal, state or local law, ordinance or regulation, nor shall
it be considered as evidence of any such alleged liability, wrongdoing, or
violation of any federal, state or local law, ordinance or regulation.
12. CONFIDENTIALITY OF SEPARATION AGREEMENT. The nature and terms of this
Separation Agreement are strictly confidential and shall not be disclosed by
Lustig at any time to any person other than his immediate family, his lawyer and
accountants without the prior written consent of PRG, except as necessary in any
legal proceedings brought to enforce the provisions and terms of this Separation
Agreement, to prepare and file income tax returns, pursuant to court order or to
defend himself in legal proceedings. If either PRG or Lustig are asked about the
termination of the relationship by parties outside PRG's group of employees and
agents who have a legitimate business reason to know of the terms hereof, they
will respond that Lustig voluntarily resigned.
13. GOVERNING LAW. This Separation Agreement is made and entered into in
the State of Georgia and will in all material respects be interpreted, enforced,
and governed under the laws of said state. The provisions of this Separation
Agreement are severable, and if any part of the Separation Agreement is found to
be unenforceable or invalid, the remainder of the Separation Agreement shall not
in any way be affected or impaired and those provisions will continue to be
valid and effective.
14. NO OTHER CONSIDERATION. Lustig affirms that the only consideration
received by Lustig for entering into this Separation Agreement is as stated
herein, and that no other promise,
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representation or agreement of any kind whatsoever has been made to, or relied
upon by, Lustig in connection with Lustig's execution of this Separation
Agreement. Lustig further acknowledges that he has read the entire Separation
Agreement and fully understands the meaning and intent of the Separation
Agreement, including, but not limited to, its final and binding effect in
relation to the general release of all claims. Lustig acknowledges that, with
the exception of the payments and benefits described herein, he is not entitled
to any other payments, compensation or fringe benefits of any kind whatsoever
after the date of this Separation Agreement.
15. CONSULTATION WITH ATTORNEY. Lustig further acknowledges that he has
been advised by PRG to consult with an attorney in connection with this
Separation Agreement. Lustig further acknowledges that he was given the
opportunity to take at least twenty-one (21) days from the time he first
received this Separation Agreement within which to consider whether to sign it.
Additionally, Lustig acknowledges that he will have seven (7) days from the date
of the execution of this Separation Agreement by Lustig within which to change
his mind and revoke the Separation Agreement, upon which event the payments and
other obligations of PRG will cease. Lustig acknowledges and agrees that any
revocation of this Separation Agreement must be made in writing and delivered
within the seven 7-day revocation period to:
The Profit Recovery Group International, Inc.
Attn: Clinton McKellar, Jr.
2300 Windy Ridge Parkway, Suite 100 N
Atlanta, Georgia 30339-8426
Lustig further acknowledges that the effective date of this Separation Agreement
will be the eighth (8th) day after it has been executed by Lustig.
16. MERGER AND INTEGRATION. It is expressly understood and agreed that this
Separation Agreement constitutes a full and final settlement and general release
of all Claims. This Separation Agreement, therefore, supersedes and extinguishes
any and all other promises, representations or agreements, whether written or
oral, made at any time prior to the date of this Separation Agreement by and
between the parties or any of their current and former officers, directors,
stockholders, partners, principals, employees, agents, parent corporations,
subsidiaries, affiliates, predecessors, estates, successors, assigns, and
attorneys regarding the resolution of the Claims. The parties agree that, except
with respect to any charter, bylaw or other agreement which provides
indemnification obligations to Lustig and which PRG has agreed to extend to
Lustig in accordance with Section 9 hereof, this Separation Agreement contains
the entire agreement between the parties with respect to the Claims and that the
terms of this Separation Agreement are contractual and not mere recitals. This
Separation Agreement may not be changed, modified, amended or altered except by
written agreement signed by all parties hereto.
17. KNOWING EXECUTION. Lustig warrants, represents, and acknowledges that
this Separation Agreement is entered into by Lustig KNOWINGLY AND VOLUNTARILY as
an act of Lustig's OWN FREE WILL; that Lustig is of sound mind; that Lustig is
laboring under no physical, psychological, or
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mental infirmity which would affect his capacity either to understand the terms
of this Separation Agreement or to freely enter into and be bound by the
provisions of this Separation Agreement.
I HAVE PERSONALLY READ THE FOREGOING AGREEMENT, AND I AM VOLUNTARILY AND
KNOWINGLY ENTERING INTO THE TERMS AND PROVISIONS CONTAINED IN IT, WITH FULL
UNDERSTANDING OF ITS CONSEQUENCES.
LUSTIG
/s/ MICHAEL A. LUSTIG
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MICHAEL A. LUSTIG
Date: 2-2-01
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PRG THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.
By: /s/ C. MCKELLAR, JR.
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Title: S.V.P
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Date: 2/2/01
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ACKNOWLEDGEMENT OF
KNOWING AND VOLUNTARY EXECUTION BEFORE EXPIRATION OF
MANDATORY TWENTY-ONE DAY CONSIDERATION PERIOD
UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED
I, MICHAEL A. LUSTIG, understand that I may take a minimum of twenty-one (21)
days within which to consider and execute the above Separation Agreement.
However, I acknowledge, represent and warrant that I have had sufficient time to
review and consider this Separation Agreement, and I have freely and voluntarily
chosen to execute the said Separation Agreement before the twenty-one (21) day
period has expired. I further acknowledge that I have been advised by THE PROFIT
RECOVERY GROUP INTERNATIONAL, INC. to consult an attorney prior to executing
this acknowledgement below.
Date: February 2, 2001 /s/ Michael A. Lustig
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MICHAEL A. LUSTIG
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