Exhibit 10.69
June 1, 2001
Mr. Bradley Roos
3989 Wieuca Road
Atlanta, Georgia 30342
Dear Brad:
I am pleased to confirm the following terms of your continued full time
employment with The Profit Recovery Group USA, Inc. ("PRG") as Senior Vice
President-Sales and Marketing.
1. Base Salary. Effective February 26, 2001, base salary paid at the rate of
$185,000.00 per annum, paid $7,115.38 every two weeks and pro-rated for
partial years.
2. Performance Bonus. Beginning January 1, 2001 and for so long as you remain
employed by PRG you will be eligible for annual bonuses, which will include
annual payout potentials of 35% of your base salary for achievement of your
Target performance goals, and a maximum annual payout potential of 70% of
your base salary. The measurement periods will be calendar quarter or
calendar year or a combination of both. Your bonus will be pro-rated for
partial years based on the number of days you were employed by PRG during
such year.
3. Employee Benefits. You will continue to be eligible for participation in
PRG's Employee Benefits Plan, which currently offers medical, dental, life,
short term and long term disability insurance, flexible spending accounts,
401(k) Savings Plan and Employee Stock Purchase Program. The effective
dates for your coverage and participation in these plans have previously
been communicated to you under separate cover.
4. Reimbursement of Expenses. PRG will pay your reasonable travel and business
expenses (including air travel at business class rate), subject to you
submitting receipts in accordance with PRG's normal practices and
procedures.
Mr. Bradley Roos
June 1, 2001
Page 2
5. Termination.
(a) This Agreement may be terminated by PRG for "cause" upon delivery to
you of notice of termination. As used herein, "cause" shall mean (i)
any material misstatement or omission in your employment application,
resume or any other materials provided by you and used by PRG in its
decision to employ you, (ii) fraud, dishonesty, gross negligence,
willful misconduct, commission of a felony or an act of moral
turpitude, or (iii) engaging in activities prohibited by Sections 3,
4, 5, 6 or 7 of the Employee Agreement signed by you and dated
February 14, 2000, or any other material breach of this Agreement.
(b) You may, without cause, terminate this Agreement by giving PRG thirty
(30) days' written notice in the manner specified in Section 8 hereof
and such termination will be effective on the thirtieth (30th) day
following the date of such notice or such earlier date as PRG
specifies. PRG may, without cause, terminate this Agreement by giving
to you thirty (30) days' written notice in the manner specified in
Section 8 hereof and such termination will be effective on the
thirtieth (30th) day following the date of such notice. At PRG's
option, you will cease performing your duties as an employee on such
earlier date as PRG may specify in notice of termination.
(c) In the event of your Disability, physical or mental, PRG 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 PRG as to whether a
Disability exists, then such issue shall be decided by a medical
doctor selected by PRG 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.
Mr. Bradley Roos
June 1, 2001
Page 3
(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.
6. Severance Payments.
(a) If your employment with PRG is terminated by PRG for cause or if you
voluntarily resign other than due to Retirement (as defined below),
you will receive your base salary prorated through the date of
termination, payable in accordance with PRG's 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 PRG is terminated by PRG without 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, subject to adjustment as set forth below, equal
to twelve (12) months of the then current base salary. 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 will be
paid in accordance with PRG's normal payroll procedure, the prorated
bonus will be paid in a lump sum within ninety (90) days after the end
of the year to which it relates and the severance payment will be paid
in twelve (12) equal monthly installments commencing on the last day
of the first month following termination. If you are terminated
without cause, any severance benefits to which you are otherwise
entitled will be reduced by any compensation you earn from other
employment or consulting or otherwise for services during the twelve
(12) month period following the effective date of your termination of
employment with PRG.
(c) If your employment with PRG 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 PRG's 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 PRG is terminated for Disability (as defined
below), you or your legal representative will receive (i) all unpaid
base salary and
Mr. Bradley Roos
June 1, 2001
Page 4
bonus for the year in which such termination occurs prorated through
the date of termination with such prorated base salary payable in
accordance with PRG's 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, and (ii) base salary for a period of ninety
(90) days following termination of employment due to Disability at the
rates in effect upon the date of such termination payable in
accordance with PRG's normal payroll procedure, reduced (but not below
zero) by the sum of (x) all amounts paid by PRG to you as base salary
prior to termination of employment for the times that you were unable
to perform the services required of you under this Agreement due to
illness, accident or any other physical or mental incapacity which
resulted in your Disability and (y) all amounts that you are eligible
to receive under any of PRG's standard short-term group disability
insurance coverage provided to you as a result of such illness,
accident or any other physical or mental incapacity. To the extent
that PRG has not reduced its payments to you to reflect such amount
that you are eligible to receive under such short-term group
disability coverage, you will immediately remit to PRG such amount
upon your receipt thereof. You will not receive any other amount in
respect of the year in which termination occurs or in respect of any
subsequent years. In lieu of terminating your employment, PRG may
elect to put you on unpaid leave of absence for a period determined in
PRG's sole discretion, but in no event to exceed one year. If put on
unpaid leave of absence, you will be entitled to the same compensation
to which you are entitled if you are terminated as set forth above and
shall not be entitled to any further compensation except that you will
continue to maintain your eligibility in all PRG benefit plans (but
only to the extent such continued eligibility is not prohibited
pursuant to the terms of any such plan) provided that PRG will have no
responsibility to pay any premiums or other amounts on your behalf
with respect to any such plans. Notwithstanding anything contained
herein to the contrary, if PRG elects to place you on unpaid leave of
absence in lieu of terminating you, (i) PRG will be entitled to
subsequently terminate your employment with PRG on the expiration of
such leave of absence without any further monetary obligations to you
and (ii) PRG will have no obligation to reinstate you to active status
unless PRG determines in its sole discretion that such reinstatement
is in the best interests of both PRG and you.
(e) If your employment is terminated for any reason, you 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.
Mr. Bradley Roos
June 1, 2001
Page 5
(f) If you fail to observe or perform any of your duties and obligations
under Sections 3, 4, 5, 6 or 7 of the attached 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 PRG's demand for same, you shall repay PRG any
severance or other termination payments paid to you after the date of
termination of your employment with PRG (other than such base salary).
(g) Notwithstanding anything contained herein to the contrary, as
conditions precedent to receiving any severance benefits under this
Agreement, you will be required to (i) return all property of PRG
including, without limitation, all Confidential Information (as that
term is define in your Employee Agreement), and (ii) execute and
deliver in a mutually satisfactory form (A) a general release and
covenant not to sue in favor of PRG, and its officers, directors and
employees, and (B) an agreement (1) to assist PRG with any claims or
litigation with others involving matters within the scope of your
employment with PRG, whether or not such claims or litigation is
initiated by PRG or others, (2) to refrain from assisting others who
are asserting claims against PRG or suing PRG, and (3) to refrain from
any disparagement of PRG, or its officers, directors or employees.
7. Successors and Assigns. You may not assign this Agreement. This Agreement
may be assigned by PRG to any affiliate of PRG. 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 PRG: The Profit Recovery Group USA, Inc.
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, Georgia 30339-8426
Attention: President
If to you: 3989 Wieuca Road
Atlanta, Georgia 30342
9. Withholdings. PRG 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.
Mr. Bradley Roos
June 1, 2001
Page 6
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 Agreement and each and every Section and subsection
hereof.
Please confirm your acceptance of this offer by signing and returning this
letter to me at your earliest convenience but in any event on or before June 8,
2001.
Best wishes,
/S/ Marie Neff
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Marie A. Neff,
Senior Vice President, Human Resources
Accepted and agreed:
/S/ Bradley Roos
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Bradley Roos
Date: 1 June 2001