EXHIBIT 10.1
March 5, 2004
James Moylan, Jr.
2804 Andrews Drive
Atlanta, GA 30305
Dear Jim:
I am pleased to extend the terms and conditions of your full time employment
with PRG-Schultz USA, Inc. ("PRGS") as Executive Vice President, Chief Financial
Officer, reporting to John Cook, Chairman and CEO, conditioned upon your signing
this offer letter. We are very excited about your joining our organization and
the opportunities for our mutual success.
The following confirms the terms and conditions of your employment:
1. Base Salary. Base salary of $375,000.00 per annum, paid $14,423.07
bi-weekly. Your performance will be reviewed annually, on or near March
1.
2. Performance Bonus. You will be eligible for an incentive bonus
("Incentive Bonus") which will include payout potentials of 40% of your
base pay for achievement of annual target performance goals and payout
potentials of 80% 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 500,000 shares of
Common Stock in PRG Schultz International, Inc. ("PRGX"). This grant
will be made pursuant to the terms of your option agreement (ratably
vesting over four years on each of four anniversaries of the date of
issue).
In the event of a change of control, any unvested stock options will
vest immediately.
For purposes of this Agreement, a "Change of Control" shall have
occurred if:
(A) a majority of the directors of PRGX shall be persons other
than persons:
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(1) for whose election proxies shall have been
solicited by the board; or
(2) who are then serving as directors appointed by
the board to fill vacancies on the board caused by
death or resignation, but not by removal, or to fill
newly-created directorships; or
(B) a majority of the outstanding voting power of PRGX shall
have been acquired or beneficially owned by any person (other
than PRGX or a subsidiary of PRGX) or any two or more persons
acting as a partnership, limited partnership, syndicate or
other group, entity or association acting in concert for the
purpose of voting, acquiring, holding or disposing of voting
stock of PRGX; or
(C) there shall have occurred:
(1) a merger or consolidation of PRGS with or into
another corporation, other than (1) a merger or
consolidation with a subsidiary of PRGX or (2) a
merger or consolidation in which the holders of
voting stock of PRGX immediately prior to the merger
as a class hold immediately after the merger at least
a majority of all outstanding voting power of the
surviving or resulting corporation or its parent; or
(2) a statutory exchange of shares of one or more
classes or series of outstanding voting stock of PRGX
for cash, securities or other property, other than an
exchange in which the holders of voting stock of PRGX
immediately prior to the exchange as a class hold
immediately after the exchange at least a majority of
all outstanding voting power of the entity with which
the PRGX stock is being exchanged; or
(3) the sale or other disposition of all or
substantially all of the assets of PRGX, in one
transaction or a series of transactions, other than a
sale or disposition in which the holders of voting
stock of PRGX immediately prior to the sale or
disposition as a class hold immediately after the
exchange at least a majority of all outstanding
voting power of the entity to which the assets of
PRGX are being sold; or
(4) the liquidation or dissolution of PRGX."
4. Car Allowance. You will receive an annual car allowance in the amount
of $20,000.00 paid $1,666.67 monthly.
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5. 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.
6. Severance Payments.
(a) If your employment with PRGS is terminated for 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
cause you will receive your base salary and earned 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
payable bi-weekly 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
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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).
7. 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.
8. 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.
600 Galleria Parkway, Suite 100
Atlanta, Georgia 30339
Attention: General Counsel
If to you: __________________________________
__________________________________
9. 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.
10. 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
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Agreement and each and every Section and subsection hereof. In the
event of any conflict between the form Employee Agreement, this
agreement will supercede the form Employee Agreement.
Enclosed is our new hire package, which includes the forms to be completed and
returned to me at the Atlanta office - 600 Galleria Parkway, Suite 100, Atlanta,
GA 30339.
Please confirm your acceptance of this offer by signing and returning both this
letter and employee agreement to me within ten (10) days. If not returned by
that date, this offer is null and void.
Best wishes,
/S/ John Cook
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John Cook
Chairman and CEO
Accepted and agreed:
/S/ James E. Moylan, Jr. 3-8-04
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James E. Moylan, Jr. Date
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