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EXHIBIT 10.6
YOUR NAME: JAMES DINKINS
TOTAL NO. OF OPTIONS: 135,000
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: MARCH 26, 2001
EXERCISE PRICE PER SHARE: $6.563
OPTION EXPIRATION DATE: MARCH 26, 2006
START DATE FOR VESTING SCHEDULE: MARCH 26, 2001
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
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On March 26, 2001 50%
March 26, 2002 75%
March 26, 2003 100%
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 2000 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 2000 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/ JAMES L. DINKINS By: /s/ MARIE A. NEFF
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Print Your Name: James L. Dinkins Name: Marie A. Neff
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Your Residence Address: Its: SVP Human Resources
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ADDITIONAL TERMS AND CONDITIONS OF YOUR OPTION
HOW TO EXERCISE YOUR OPTION
- - This Option must be exercised for whole shares only and in increments
of at least 40 shares per exercise.
- - 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.
- - Termination of Employment Due to Death, Disability or Retirement. If
your employment by PRG, its Subsidiaries or Affiliates terminates by
reason of your death, Disability, or Retirement (see below for
definitions)(i) your Options that are unvested as of the date of
termination of your employment will terminate 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 within ninety
(90) days after the date of termination of employment. After such
90-day period, the unexercised, but vested Options shall terminate.
- - Other Termination of Employment. If your employment with PRG, its
Subsidiaries or Affiliates is terminated for any reason other than
death, Disability or Retirement, (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.
- - "Cause" means (A) your act or failure to act amounting to gross
negligence or willful misconduct to the detriment of PRG, its
Subsidiaries or Affiliates; (B) your dishonesty, fraud, theft or
embezzlement of funds or properties in the course of your employment;
(C) your commission of or pleading guilty to or confessing to any
felony; or (D) your breach of any restrictive covenant agreement with
PRG, its Subsidiaries or Affiliates, including but not limited to
covenants not to compete, non-solicitation covenants and non-disclosure
covenants. For purposes of this Agreement your resignation without
PRG's written consent prior to the expiration of a written employment
contract or in anticipation of termination of employment for Cause
shall constitute termination of employment for Cause.
- - "Disability" means the inability, as a result of a physical or mental
condition, to perform all material acts necessary to carry out your
duties of employment for an aggregate of ninety (90) days within any
one hundred eighty (180) consecutive day period.
- - "Retirement" shall mean retirement from employment with PRG, its
Subsidiaries or Affiliates at age sixty-five (65) or older with the
consent of PRG.
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
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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 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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