EXHIBIT 10.68
January 1, 2006
Larry Robinson
111 Blair Road
Cambridge, Ontario Canada N1S 2J2
Dear Larry:
This letter is to confirm the terms of your full time employment with
PRG-Schultz International, Inc. ("PRGS") as President - Canada, Latin America
and Asia-Pacific, reporting to James B. McCurry, Chief Executive Officer,
conditioned upon your signing this offer letter.
The terms are as follows:
1. Base Salary. Base salary of CAD$412,093.00 per annum.
2. Auto Allowance: Auto allowance of CAD$18,579.60 per annum.
3. 2006 Performance Bonus. You will be eligible for a performance bonus
("Incentive Bonus") which will include payout potentials of 45% of your
base pay for achievement of annual target performance goals and payout
potentials of 85% of your base pay for achievement of annual maximum
performance goals, in accordance with PRGS performance bonus plan.
4. 2006 Stock Based Incentive Plan. You will be eligible to participate in
the final Executive stock based management incentive plan contemplated by
PRGS' financial restructuring currently in
process.
5. 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) any breach by you of any material provision
of the PRGS Employee Agreement previously executed by you (the "PRGS
Agreement").
(b) Either party, without cause, may terminate this Agreement by giving
written notice in the manner specified in Section 7 hereof
(c) In the event of your Disability, PRGS will have the right, subject
to all applicable laws, to terminate your employment immediately.
For purposes of this Agreement, "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 in the PRGS Employee Agreement which by their terms are
intended to survive termination shall so survive.
5. Payments after Termination of Employment.
(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' standard payroll practices in effect on the date of
termination, 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 year.
(b) If your employment with PRGS is terminated without reasonable cause,
and provided that you sign the Company's form of separation and
release agreement, you will receive severance equal to one hundred
percent (100%) of your then-current base salary for the year in
which such termination occurs, payable in accordance with PRGS'
standard payroll practices in effect on the date of termination.
Except as provided in the immediately preceding sentence, 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 year.
(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 your then-current base salary and bonus for the year in
which such termination occurs, prorated through the date of such
termination, and neither you nor any legal representative will
receive any other amount in respect of the year in which termination
occurs or in respect of any subsequent year. The prorated base
salary will be paid in accordance with PRGS' standard payroll
practices in effect on the date of termination, 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. You will not receive any other
amount in respect of the year in which termination occurs or in
respect of any subsequent year.
2
(d) If your employment with PRGS is terminated for Disability, 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. Such prorated base salary shall be
paid in accordance with PRGS' standard payroll practices in effect
on the date of termination, and the prorated bonus payable in a lump
sum within ninety (90) days after the end of the year to which it
relates. You will not receive any other amount in respect of the
year in which termination occurs or in respect of any subsequent
year.
(e) If you breach any material obligation under the PRGS Employee
Agreement, you will forfeit any right to severance or other
termination payments, other than payment of your base salary
prorated through the date of your termination. 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 your base salary prorated through
the date of your termination).
6. 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.
7. Notices. Any notice to be given under this Agreement shall be given in
writing and shall be effected by (i) personal delivery, (ii) overnight
delivery by a reputable overnight delivery service with a reliable system
for tracking delivery, or (iii) United States certified mail (or the
Canadian equivalent of same), return receipt requested and addressed as
set forth below, or to such other address as a party has notified the
other in accordance with the provisions hereof:
If to PRGS: PRG Schultz International, Inc.
600 Galleria Parkway
Suite 100
Atlanta, GA 30339
Attention: General Counsel
If to you: Larry Robinson
111 Blair Road
Cambridge, Ontario Canada N1S 2J2
8. 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 laws.
9. Entire Agreement. This Agreement, the PRGS 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 PRGS
Employee Agreement or the Referenced Documents, supersedes all of our
prior discussions, understandings and agreements with respect to such
subject matter. 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
3
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 agreement with the terms of this letter by signing and
returning the letter to me within seven (7) days. Thank you.
Sincerely,
James B. McCurry
Chief Executive Officer
Accepted and agreed:
- ---------------------------------- --------------------------------
Larry Robinson Date
4