EXHIBIT 10.65
October 25, 2002
Eric Goldfarb
10500 Saltsby Court
Raleigh, North Carolina 27615
Dear Eric:
I am pleased to extend this offer of full time employment with PRG-Schultz USA,
Inc. ("PRGS") as Executive Vice President/CIO, reporting to Mark Perlberg,
President and Chief Operating Officer, or his designee, conditioned upon your
signing this offer letter. We are very excited about your joining our
organization and the opportunities for our mutual success.
Enclosed is our new hire package, which includes the forms to be completed and
returned to me at the Atlanta office.
The following confirms our offer:
1. Base Salary. Base salary of $275,000.00 per annum, paid $10,576.92
bi-weekly.
2. Performance Bonus. You will be eligible for an incentive bonus
("Incentive Bonus") which will include payout potentials of 35% of
your base pay for achievement of annual target performance goals and
payout potentials of 70% of your base pay for achievement of annual
maximum performance goals, in accordance with PRGS's incentive bonus
plan.
3. Options. You will be granted options to purchase 50,000 shares of
Common Stock in PRG Schultz International, Inc. ("PRGX"), subject to
Board of Directors approval. This grant will be made pursuant to the
terms of your option agreement (25% immediate vesting on the date of
issue and 25% vesting on each anniversary date of issue).
4. Car Allowance. You will receive an annual car allowance in the amount
of $15,000.00 paid $1,250.00 monthly.
5. Relocation. PRGS will pay the cost of moving your household goods to
Georgia per the terms of our relocation agreement with United Van
Lines (or an alternative carrier of your choice subject to PRGS
approval), and provide a relocation allowance of up to $60,000.00. In
order to be eligible for this benefit you must sign the relocation
addendum acknowledging your agreement that you will repay the amount
of this relocation benefit if you voluntarily leave PRGS within one
year of the relocation.
6. Employee Benefits. You will be eligible for participation in PRGS'
Personal Benefits Plan, which offers a full suite of benefit services.
You will receive your benefits package at your home address prior to
your eligibility date. Medical, dental, and flexible spending account
eligibility begins the first of the month following 30 days of
employment. PRGS also offers a 401(k) Savings Plan and Employee Stock
Purchase Plan. You will be eligible to participate in the 401(k)
Savings Plan at the beginning of the month following your start date
(if age 21 or over), and you will be eligible to participate in the
Employee Stock Purchase Plan at the beginning of the next purchase
period after you have completed six (6) months of employment.
7. Termination.
(a) This Agreement may be terminated by PRGS for reasonable cause
upon delivery to you of a thirty (30) days notice of
termination. As used herein, "reasonable cause" shall mean
(i) fraud, dishonesty, gross negligence, willful misconduct,
commission of a felony or an act of moral turpitude, or (ii)
engaging in activities prohibited by Sections 3, 4, 5, 6 or 7
of the PRGS Employee Agreement, or any other material breach
of this Agreement.
(b) Either party, without cause, may terminate this Agreement by
giving written notice in the manner specified in Section 9
hereof.
(c) In the event of your Disability, physical or mental, PRGS
will have the right, subject to all applicable laws,
including without limitation, the Americans with Disabilities
Act ("ADA"), to terminate your employment immediately. For
purposes of this Agreement, the term "Disability" shall mean
your inability or expected inability (or a combination of
both) to perform the services required of you 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. If there is a
dispute between you and PRGS as to whether a Disability
exists, then such issue shall be decided by a medical doctor
selected by PRGS and a medical doctor selected by you and
your 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.
(d) In the event this Agreement is terminated, all provisions in
this Agreement or the Employee Agreement relating to any
actions, including those of payment or compliance with
covenants, subsequent to termination shall survive such
termination.
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8. Severance Payments.
(a) If your employment with PRGS is terminated for reasonable
cause or if you voluntarily resign, you will receive your
base salary prorated through the date of termination, payable
in accordance with PRGS' normal payroll procedure, and you
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 your employment with PRGS is terminated by PRGS without
reasonable cause, you will receive your base salary and bonus
for the year in which such termination occurs prorated
through the date of such termination, plus a severance
payment equal to continuation of your base salary for twelve
(12) months, and any non-vested PRGX stock options would vest
on termination date, both which are conditioned upon signing
an agreement and release. Except as provided in the
immediately preceding sentence, you will not receive any
other amount in respect of the year in which termination
occurs or in respect of any subsequent years. The prorated
base salary and severance payments will be paid in accordance
with PRGS' normal payroll procedures.
(c) If your employment with PRGS is terminated by your death or
Retirement, you (or your legal representative in the case of
death) will receive base salary and bonus for the year in
which such termination occurs prorated through the date of
such termination and will not receive any other amount in
respect of the year in which termination occurs or in respect
of any subsequent years. The prorated base salary will be in
accordance with PRGS' normal payroll procedure and the
prorated bonus will be paid in a lump sum within ninety (90)
days after the end of the year to which it relates.
(d) If your employment with PRGS is terminated for Disability (as
defined above), you or your legal representative will receive
all unpaid base salary and bonus for the year in which such
termination occurs prorated through the date of termination
with such prorated base salary payable in accordance with
PRGS' normal payroll procedure and the prorated bonus payable
in a lump sum within ninety (90) days after the end of the
year to which it relates.
(e) If you fail to observe or perform any of your duties and
obligations under Sections 3, 4, 5, 6 or 7 of the PRGS
Employee Agreement, you will forfeit any right to severance
or other termination payments of any amounts other than base
salary prorated through the date of termination and upon
PRGS' demand for same, you shall repay PRGS any severance or
other termination payments paid to you after the date of
termination of your employment with PRGS (other than such
base salary).
9. Successors and Assigns. You may not assign this Agreement. This
Agreement may be assigned by PRGS to any affiliate of PRGS. The
provisions of this Agreement will be binding upon your heirs and legal
representatives.
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10. Notices. Any notice to be given under this 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 PRGS: PRG Schultz USA, Inc.
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, Georgia 30339-8426
Attention: General Council
If to you:
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11. Withholdings. PRGS will deduct or withhold from all amounts payable to
you pursuant to this Agreement such amount(s) as may be required
pursuant to applicable federal, state or local laws.
12. Entire Agreement. This Agreement, the Employee Agreement and such
other documents as may be referenced by such documents (the
"Referenced Documents"), constitute our 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 our prior discussions, understandings and
agreements. Any such prior agreements shall be null and void. This
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. Time is of the
essence of this Agreement and each and every Section and subsection
hereof.
Please confirm your acceptance of this offer by signing and returning both this
letter and employee agreement to me within seven (7) days. If not returned by
that date, this offer is null and void.
Sincerely,
/s/ Marie Neff
Marie Neff
Senior Vice President, Human Resources
Accepted and agreed:
/s/ Eric D. Goldfarb 10/27/2002
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Eric D. Goldfarb Date
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