EXHIBIT 10.66
2002 EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("the 2002 Employment Agreement") is made
this 19th day of September, 2002, effective September 20, 2002 (the "Effective
Date"), by and between THE PROFIT RECOVERY GROUP INTERNATIONAL INC., a Georgia
corporation (the "Company") and ROBERT G. KRAMER, a resident of the State of
Florida (the "Employee").
WITNESSETH:
WHEREAS, the parties hereto are party to that certain Employment
Agreement, dated February 12, 1998, and effective as of October 13, 1997 the
"Prior Employment Agreement" whereby the Company employed Employee as Executive
Vice President and Chief Information Officer of the Company; and
WHEREAS, Section 20 of the Prior Employment Agreement provides that
the Prior Employment Agreement may be modified by a writing by the parties
thereto.
WHEREAS, the parties signatory to this 2002 Employment Agreement were
parties to the Prior Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
1. Compensation. For services rendered by Employee under the
Employment Agreement during the term herein Employee shall be entitled to
receive the following compensation:
a. Base Salary. For the remainder of calendar year
2002, the Employee's base salary will be at the rate of $240,000.00
per annum, paid $9,230.97 every two weeks and pro-rated for partial
periods. For the remainder of calendar year, 2002, the term "Adjusted
Base Salary" means and refers to the sum of Employee's Base Salary and
Twenty-Five Thousand and No/100 ($25,000.00) Dollars (such Twenty-Five
Thousand and No/100 ($25,000.00) Dollars, together with accrued
interest as hereinafter provided, is referred to as the "Salary
Deferred Compensation Credit"). The Employee's Salary Deferred
Compensation Credit will not be paid to Employee but such amount will
instead be deferred and credited to Employee's Account (as defined in
the Deferred Compensation Schedule). The Employee's Base Salary (and
Employee's "Adjusted Base Salary") for the period January 1, 2003,
through December 31, 2003, will be at the rate of $132, 500 per annum,
paid $5, 096.15 every two weeks and pro-rated for partial periods.
Beginning January 1, 2003, there
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will be no Salary Deferred Compensation Credit. Effective January 1,
2003, the Employee shall be available for work as mutually agreed
upon.
b. Bonus. The Employee shall be entitled to a one-time
bonus of $397,000 for 2002 payable as of December 31, 2002.
c. Performance Bonus. The Employee shall be entitled to
a performance bonus in accordance with the 2002 incentive plan
document.
2. Automobile Allowance. For the remainder of calendar year
2002, Employee will be eligible for a car allowance paid at the rate of
$14,600.00 per annum, paid $1,216.67 monthly during the Employee's employment
and pro-rated for partial periods. Employee will not be eligible for a car
allowance after December 31, 2002.
3. Employee Benefits. The Employee will be entitled to
participate in PRG-Schultz's Employee Benefits Plan (including, without
limitation, medical, dental, life, short term and long term disability
insurance, flexible spending accounts, 401(k) Savings Plan and Employee Stock
Purchase Program). PRG-Schultz shall continue to pay through December 31, 2003,
the premiums on the life insurance policies that the Company now has in effect
on the Employee's life. The Company agrees to transfer to the Employee such
policies upon the termination of the Employee.
a. Reimbursement of Expenses. The Company agrees to pay
the Employee's reasonable travel and business expenses upon the
submission of receipts in accordance with the Company's normal
practices and procedures. Travel and business expenses shall include
reasonable commuting expenses between Tampa and Atlanta.
b. Deferred Compensation. Employee will participate in
PRG-Schultz's Deferred Compensation Program through December 31, 2002
pursuant to the terms set forth in the attached Deferred Compensation
Schedule. Notwithstanding the foregoing, upon the Employee's
termination of employment with the Company or December 31, 2002,
whichever first occurs, the Employee shall be 100% vested in all the
Salary Deferred Compensation Credits (as described in Exhibit A) in
his account.
4. Termination.
a) This Agreement may be terminated by the Employer for
"cause" upon delivery to Employee of a notice of termination. As used
herein, "cause" shall mean the Employee's (i) being indicted or
otherwise formally charged with fraud, dishonesty, commission of a
felony or an act of moral turpitude, or (ii) engaging in gross
negligence or willful misconduct with respect to the essential duties
of his position or any action expressly prohibited by Sections 6(a),
6(b), 6(c), 6(d), 8, 9 of the Prior Employment Agreement.
Notwithstanding the foregoing if the Employee is terminated for cause
the Employee shall be entitled to receive the $397,000 special
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bonus.
b) The Employee may, without cause, terminate this 2002
Employment Agreement by giving PRG-Schultz thirty (30) days' written
notice in the manner specified in Section 11 hereof and such
termination will be effective on the thirtieth (30th) day following
the date of such notice or such earlier date as PRG-Schultz specifies.
c) Your employment may be terminated by you for "Good
Reason" upon thirty (30) days prior written notice of termination (the
"Termination Notice") served personally with such "Good Reason" being
specified in the Termination Notice; provided that at the time of such
notice to PRG-Schultz, there is no basis for termination by
PRG-Schultz of your employment for cause; and further provided that at
the time of such Termination Notice to PRG-Schultz you have delivered
at least 30 days prior thereto a written notice to PRG-Schultz (the
"Event Notice") stating a condition exists which with the passage of
time will allow you to terminate your employment for "Good Reason" and
specifying the factual basis for such condition and such condition has
not been cured by PRG-Schultz prior to its receipt of the Termination
Notice. For purposes of this provision, "Good Reason" means any one of
the following: (i) the assignment to you of duties or a position or
title inconsistent with or lower than the duties, position or title
provided in this offer letter; (ii) the principal place where you are
required to perform a substantial portion of your employment duties
hereunder is outside of the metropolitan Atlanta, Georgia area; or
(iii) the reduction of your Base Salary or potential Bonus below
amounts set forth herein; provided however you shall have no right to
terminate pursuant to this Section if PRG-Schultz's Board of Directors
or the Compensation Committee of the Board (the "Committee") has duly
authorized and directed a general compensation decrease for all
executive employees of PRG-Schultz and the reduction of the sum of
your Base Salary and potential Bonus hereunder is similarly reduced in
respect of other executives. Notwithstanding the foregoing, a
termination shall not be treated as a termination for "Good Reason"
(A) if you have consented in writing to the occurrence of the event
giving rise to the claim of termination for Good Reason or (B) unless
you have delivered an Event Notice to PRG-Schultz at least 30 days
prior to providing the Termination Notice and the event identified in
the Event Notice shall not have been cured by PRG-Schultz prior to its
receipt of the Termination Notice.
d) In the event of Employee's Disability, physical or
mental, the Company shall have the right, subject to all applicable
laws, including without limitation, the Americans with Disabilities
Act ("ADA"), to terminate Employee's employment immediately. For
purposes of this Agreement, the term "Disability" shall mean
Employee's inability or expected inability (or a combination of both)
to perform the services required of Employee hereunder due to illness,
accident or any other physical or mental incapacity for an aggregate
of ninety (90) days within any period of one hundred eighty (180)
consecutive days during which this Agreement is in effect, as agreed
by the parties or as determined pursuant to the next sentence,
provided the Employee satisfies the criteria for total and permanent
disability under the applicable
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Company sponsored disability plan. If there is a dispute between the
Company and Employee or Employee's legal representative as to whether
a Disability exists, then such issue shall be decided by a medical
doctor selected by the Company and a medical doctor selected by
Employee or Employee's legal representative (or, in the event that
such doctors fail to agree, then in the majority opinion of such
doctors and a third medical doctor chosen by such doctors). Each party
shall pay all costs associated with engaging the medical doctor
selected by such party and the parties shall each pay one-half (1/2)
of the costs associated with engaging any third medical doctor.
If a disability termination occurs, the Employee shall be entitled to
all unpaid Base Salary and bonus for the year in which such disability
termination occurs.
e) If the Employee is terminated, all provisions in
this 2002 Employment Agreement or the Prior Employment Agreement
relating to any actions, including those of payment or compliance with
covenants, subsequent to termination shall survive such termination.
5. Severance Payments.
a. If the Employee's Employment with the Company is
terminated by the Company without cause on or after January 1, 2004 or
at any time for cause or if the Employee voluntarily resigns, the
Employee will receive his Adjusted Base Salary prorated through the
date of termination or resignation, whichever applies, payable in
accordance with the Company's normal payroll procedure, and the
Employee will not receive any bonus or any other amount in respect of
the year in which termination occurs or in respect of any subsequent
years.
b. If the Employee's employment with the Company is
terminated by death, the Employee's estate will receive within 60 days
of death in a single sum the Employee's Adjusted Base Salary for 2002
and 2003. If the Employee dies in 2002 his estate shall receive within
60 days the $397,000 special bonus.
c. If the Employee's employment is terminated for any
reason, the Employee will be paid within sixty (60) days of
termination for the value of all unused vacation time which accrued
during the calendar year in which such termination occurs up to the
date of termination in accordance with the Company's policies.
d. If prior to January 1, 2004 the Employee's
employment is terminated by the Company without cause or by the
Employee for Good Reason, Employee will receive a severance payment
equal to the sum of (1) the Employee's 2002 performance bonus to the
extent such bonus has not already been paid and (2) any unpaid
Adjusted Base Salary for the time period that begins on January 1,
2003 and ends on December 31, 2003 (3) The difference between $50,000
and the pro-rata portion of both the employee and employer deferred
compensation contribution will be paid as an
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additional bonus.
6. Notices. Any notice to be given under this 2002 Agreement
shall be given in writing and may be effected by personal delivery or by
placing such in the United States certified mail, return receipt requested and
addressed as set forth below, or as otherwise addressed as specified by the
parties by notice given in like manner:
If to PRG-Schultz: The Profit Recovery Group USA, Inc.
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, Georgia 30339-8426
Attention: General Counsel
If to the Employee: 408 South Newport Avenue
Tampa, Florida 33606
7. Withholdings. PRG-Schultz will deduct or withhold from all
amounts payable to the Employee pursuant to this 2002 Agreement such amount(s)
as may be required pursuant to applicable federal, state or local laws.
8. Incorporation by Reference. Any provisions of the Prior
Employment Agreement that are not set forth herein are hereby incorporated
herein by reference. Notwithstanding the foregoing, to the extent any provision
of the Prior Employment Agreement is inconsistent with this 2002 Employment
Agreement, this 2002 Employment Agreement shall control.
9. Successors and Assigns. This 2002 Employment Agreement may
not be assigned by Employee. In the event that the Prior Employment Agreement
is assigned by the Company, this 2002 Employment Agreement shall also be
assigned to the assignee thereof.
10. Counterparts. This 2002 Employment Agreement may be executed
in one or more counterparts, each of which shall be deemed an original and
together which shall constitute one and the same instrument.
11. Entire Agreement. This 2002 Employment Agreement, the Prior
Employee Agreement and such other documents as may be referenced by such
documents (the "Referenced Documents"), constitute the entire agreement with
respect to the subject matter hereof and, except as specifically provided
herein or in the Employee Agreement and the Referenced Documents, supersedes
all of prior discussions, understandings and agreements. Any such prior
agreements shall be null and void. This 2002 Employment Agreement may not be
changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is
sought.
IN WITNESS WHEREOF, the parties hereto have executed this 2002 Employment
Agreement
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as of the date first written above.
COMPANY:
THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.
By: /s/ Marie Neff
----------------------------------------
Marie Neff
Senior Vice President - Human Resources
EMPLOYEE:
/s/ Robert G. Kramer (SEAL)
-------------------------------------
Robert G. Kramer
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EXHIBIT A
DEFERRED COMPENSATION SCHEDULE
(a) Annual Deferred Compensation Credit. PRG-Schultz will continue to
maintain an account (the "Account") which, subject to the exceptions
set forth below, will be increased during calendar year 2002 by an
amount equal to the sum of (i) the Salary Deferred Compensation Credit
(as defined in the body of your Employment letter) and (ii)
Twenty-Five Thousand and No/100 ($25,000.00) Dollars (the "Company
Deferred Compensation Credit"). If your employment with PRG-Schultz is
terminated prior to January 1, 2003 due to (a) termination by
PRG-Schultz without cause as a result of your position with
PRG-Schultz being eliminated, or (b) your death, Disability or
Retirement (as defined below), (i) a prorated portion of the Salary
Deferred Compensation Credit will be credited to your Account in
respect of the month in which such termination occurs based upon the
ratio of the number of days in such month that you were an employee of
PRG-Schultz to the total number of calendar days in such month and no
further credit will be made for any subsequent period, (ii) a partial
credit will be made to the Account with respect to a Company Deferred
Compensation Credit for such calendar year prorated based on the ratio
of the number of days in such year that you were an employee of
PRG-Schultz to the total number of days in such year, and (iii) the
Account will also be credited with an amount computed like interest on
the credit balance of the Account at the rate publicly announced from
time to time by Bank of America, N.A., Atlanta, Georgia, as its "prime
rate." If your employment with PRG-Schultz is terminated for any
reason other than due to (a) termination by PRG-Schultz without cause
as a result of your position with PRG-Schultz being eliminated prior
to January 1, 2003, or (b) your death or Disability prior to January
1, 2003, no portion of the Salary Deferred Compensation Credit will be
credited to your Account in respect of the month in which such
termination occurs or any subsequent period and the amount that would
have otherwise been credited in your Account pursuant to the
immediately preceding sentence in respect of the month in which such
termination occurs will instead be paid to you as additional Base
Salary and no credits will be made to the Account with respect to a
Company Deferred Compensation Credit for such calendar year. For these
purposes, the Salary Deferred Compensation Credit and all interest
accrued on the credit balance of the Account shall be deemed to be
credited to the Account as of the end of each month and the Company
Deferred Compensation Credit shall be deemed to be credited to the
Account as of December 31 of each year unless your employment with
PRG-Schultz terminates due to (a) termination by PRG-Schultz without
cause as a result of your position with PRG-Schultz being eliminated
prior to January 1, 2003, or (b) your death or Disability prior to
January 1, 2003, in which case the Company Deferred Compensation
Credit for your final year of employment will be deemed to be credited
to the Account as of the last day of the month within which your
employment with PRG-Schultz is
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terminated. PRG-Schultz shall in all events determine (in its sole and
absolute discretion) whether your employment with PRG-Schultz has been
terminated as a result of your position with PRG-Schultz being
eliminated.
(b) Vesting. The provisions of this Section (b) shall determine the
portion of the Account which is vested and eligible for payment in
accordance with Section (c) of this Schedule.
(i) General Vesting Rule. You will be immediately vested in the
portion of the account attributable to all Salary Deferred
Compensation Credits and subject to the other provisions of
this Schedule, interest credited with respect thereto.
Subject to the other provisions of this Schedule, your right
to the portion of the Account attributable to each Company
Deferred Compensation Credit and all interest credited with
respect thereto (as determined pursuant to Section (a) of
this Schedule) will vest as follows:
Date Total Amount Vested
As of December 31, 2001 40%
As of December 31, 2002 100%
(ii) Termination Due to Death, Disability or Retirement. If your
employment with PRG-Schultz terminates due to your death or
Disability, then notwithstanding anything to the contrary in
Section (b)(i) of this Schedule, you, in the event of
Disability or Retirement, or your Beneficiary, in the event
of your death, will be vested in the entire balance of the
Account [including any Company Deferred Compensation Credit
credited to the Account as of the last day of the month
within which your employment with PRG-Schultz is terminated,
as provided in Section (a) of this Schedule].
(iii) No Further Credits. Except as otherwise expressly provided
for above, upon your termination of employment with
PRG-Schultz, no further increase in the vested balance shall
be made to the Account.
(c) Payments Following Termination of Employment. If your employment with
PRG-Schultz is terminated for any reason, you (or, in the event of
your death, your Beneficiary) will receive a payment equal to the
portion of the Credit Balance of the Account which is vested in
accordance with Section (b) of this Schedule within sixty (60) days
after the earlier to occur of (A) your death, or (B) your termination
of employment with PRG-Schultz.
(d) Beneficiary. You have the right to designate a beneficiary
("Beneficiary") under this Agreement who shall succeed to your right
to receive payments with respect to this Schedule in the event of your
death. If you fail to designate a Beneficiary
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or a Beneficiary dies without your designation of a successor
Beneficiary, then for all purposes hereunder the Beneficiary shall be
your estate. No designation of Beneficiary will be valid unless in
writing signed by you, dated and delivered to PRG-Schultz.
Beneficiaries may be changed by you without the consent of any prior
Beneficiary.
(e) Rights Unsecured; Unfunded Plan; ERISA. PRG-Schultz's obligations
arising under this Schedule to pay benefits to you or your Beneficiary
constitute a mere promise by PRG-Schultz to make payments in the
future in accordance with the terms hereof and you and your
Beneficiary have the status of a general unsecured creditor of
PRG-Schultz. Neither you nor your Beneficiary have any rights in or
against any specific assets of PRG-Schultz. It is our mutual intention
that PRG-Schultz's obligations under this Schedule be unfunded for
income tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). We each
will treat our obligations under this Schedule as maintained for a
select group of management or highly compensated employees exempt from
Parts 2, 3 and 4 of Title I of ERISA. PRG-Schultz will comply with the
reporting and disclosure requirements of Part 1 of Title I of ERISA in
accordance with U.S. Department of Labor Regulation 2520.104-23.
(f) Nonassignability. Your rights and the rights of your Beneficiary to
payments pursuant to this Schedule hereof are not subject in any
manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance attachment, or garnishment by your creditors or
those of your Beneficiary.
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