EXHIBIT 10.50
July 9, 2003
Richard Bacon
142 Oakwood Court
Abbotsbury Road
London, UK W14 8JS
Dear Rick:
I am pleased to extend the terms and conditions of your full time employment
with PRG-Schultz USA, Inc. ("PRGS") as Executive Vice President, International,
reporting to John Cook, Chairman and CEO, or his designee, conditioned upon your
signing this offer letter. This offer is also contingent on you providing
documentation on your eligibility to work in the United States. We are very
excited about your joining our organization and the opportunities for our mutual
success.
The following confirms our the terms and conditions of your employment:
1. Base Salary. Base salary of $325,000.00 per annum, paid $12,500 bi-weekly.
Your performance will be reviewed six (6) months from your start date and
annually, on March 1 each year thereafter.
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 (ratably vesting over four years on each of four
anniversaries of the 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. PRG-Schultz will pay the cost of moving you from the United
Kingdom to Atlanta, Georgia U.S.A. per the terms of our executive relocation
policy with an allowance up to $60,000. Included in the aforementioned
allowance are temporary housing and two house hunting trips for two people.
In the event of your voluntary termination within the first twelve (12)
months of employment, the actual relocation allowance paid will be repaid to
PRG-Schultz on a pro-rata basis.
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 cause upon delivery
to you of a thirty (30) days' notice of termination. As used
herein, "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 thirty (30) days written notice. Additionally, 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.
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(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.
8. 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
or for Good Reason, 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.
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(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.
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.
600 Galleria Parkway, Suite 100
Atlanta, Georgia 30339
Attention: General Counsel
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. In the event of any conflict between the form Employee Agreement,
this agreement will supercede the form Employee Agreement.
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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.
Sincerely,
Marie Neff
Executive Vice President, Human Resources
Accepted and agreed:
/s/ Richard Bacon July 15, 2003
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Richard Bacon Date
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