[PRG SCHULTZ LOGO]
Mr. Bradley Roos
RE: Expatriate Assignment -- Letter of Understanding
This letter confirms our mutual understanding of the terms and conditions
applying to your expatriate assignment in the United Kingdom.
Your assignment is subject to medical clearances, proper immigration and/or work
clearances, and your acceptance of the terms and conditions outlined in this
letter. The effective date of your assignment will be June 1, 2005, given all
the appropriate work visa paperwork is completed and approved by that date. This
assignment is expected to last through May 31, 2008. Your point of origin has
been designated as MIRAMAR, FLORIDA, USA.
For the duration of your assignment you will be employed by PRG-Schultz
International Pte. Ltd. (the "Company"), as President, Europe. You will continue
to report to Rick Bacon, EVP, International Operations or his designee.
COMPENSATION
- - Your annual base salary will be (U.S.$) 280,000.00 subject to periodic
review, with the first opportunity for a merit increase in March, 2006
according to the company policy and guidelines related to merit
increases. Your salary will be paid bi-weekly at a rate of $10,769.23.
Your base salary will not be adjusted downward for as long as you
remain the President, Europe, unless 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. However, if you voluntarily transfer to
another position within the Company, the salary would be reviewed
accordingly. Any other change in your position shall be dealt with as
set forth herein under the resignation and termination provisions.
- - You will be eligible to participate in the PRG-S Incentive Plan ("the
plan") with an incentive payout potential of between 40% (at target)
and 80% (at maximum) of your base salary, subject to the terms and
conditions of the Plan. Any updates or changes to the Plan would be
applied to all participants globally.
- - You will be eligible to participate in the employee benefit plans
available to Corporate employees. Your assignment will have no effect
on accrual of benefits to which you are presently entitled.
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PAY DELIVERY
Your salary and allowances will be electronically deposited in U.S. dollars to
your U.S. bank account or otherwise to the account you have designated. You
should instruct your bank as to the amount that should be converted into host
country currency and transferred to your host country account. The Company will
bear the cost of one fund conversion and transfer per month.
HOUSING ASSISTANCE
The Company will lease a home on your behalf. The assistance method will be
structured so that the Company receives the best tax treatment in the United
Kingdom. The Company will pay the lease up front in the amount of up to Pound
Sterling 2,500per week. You will receive a one time furnishing allowance of
$5,000.
RELOCATION ALLOWANCE & TEMPORARY LIVING EXPENSES
- - The Company will provide a business class house-hunting/orientation
trip for you and your spouse to the United Kingdom for purposes of
finding suitable housing. Airfare and daily living expenses for one
week, including meals will be reimbursed in accordance with the
Company's Corporate Travel Policy.
- - You will be reimbursed for temporary living expenses from the date
movers begin packing your household goods to the date reasonable
furnished housing is available in the host country. The total duration
of temporary living may not exceed 30 days effective with your
assignment date of June 1, 2005.
- - The Company will reimburse you for certain expenses incurred with the
shipment of personal effects and storage and shipment of certain
household goods. Please refer to the PRG-Schultz International
Relocation Policy for details.
- - You will also receive the following lump sum allowances for incidental
expenses:
- $5,000 Relocation Allowance.
- $2,000 per automobile, when sold in home country.
OTHER EXECUTIVE COMPONENTS
In addition to the allowances mentioned above, the Company will provide you with
the following:
- - Home Leave -- Employee and family will be entitled to two home leaves
per year reimbursed according to the Company relocation and travel
policy. Employee home leave is subject to the allowed vacation time.
The length of family leave is at your discretion.
- - Tax Return Preparation and Counseling Session -- You will meet with a
tax consultant for an initial review of your tax position prior to
departure. This will provide you with an opportunity to assess your tax
liability while on assignment. Additionally, the Company will retain
the services of a public accounting firm to assist you in the
preparation of tax returns for the years affected by the International
assignment.
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- - Cost of Living Allowance -- You will receive a Cost of Living Allowance
(COLA) of $37,000 per annum, paid bi-weekly in accordance with the U.S.
payroll procedures and subject to applicable taxes.
- - Transportation Allowance -- You will receive a Transportation Allowance
of $15,000 per annum, paid bi-weekly in accordance with the U.S.
payroll procedures and subject to applicable taxes.
- - Education Allowance -- You will receive an annual Education Allowance
of $28,000 per child for your children to attend the American school.
- - Club Dues -- You will receive a $6,000 annual allowance for local club
dues, payable bi-weekly in accordance with the U.S. payroll procedures
and subject to applicable taxes.
The objective of tax equalization is to ensure that the employee does not
experience a significant tax loss or gain as a result of the assignment. The tax
equalization system provides that you will bear a total annual cost
approximately equivalent to the U.S. and State income tax, U.S. social tax cost
which would rise if you continued to work in the U.S.
The Company will equalize your tax liability to the U.S. You will be held
responsible for hypothetical U.S. income, State income, and U.S. social security
taxes on your base salary and incentive bonus. Taxes on your personal income
will be your responsibility and items such as stock options, restricted stock,
etc.
A hypothetical obligation (hypothetical U.S. and U.S. state) will be withheld
from your base, bonus and other incentive compensation. You will be responsible
for U.S. social taxes on your entire compensation.
Having taken the hypothetical withholding and actual social tax from your
periodic pay, the Company will be responsible for the payment of Host Country
income/social taxes on your base, bonus, other incentive compensation and
international assignment allowances. You will be responsible for remitting
payment of tax on your personal income as required by local law.
You will receive a Tax Equalization calculation for each calendar year of your
assignment. A tax settlement amount may be due to/from the Company as a result.
It is expected that any tax settlement amount be made within 30 days of receipt
of the settlement calculation whether due to, or from, the Company.
The tax consultant will review the concepts of Tax Equalization and answer any
questions you may have about this benefit during your tax consultation.
The Company expects that you will fully comply with all U.S./State and host
country tax rules.
The Company requires that you:
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- - Exercise reasonable care and attention in minimizing host country and
U.S. tax liabilities in accordance with the tax planning positions
recommended by the Company's tax services provider, and
- - Provide the Company's tax service provider with the annual tax filing
information required to prepare U.S. and host country tax returns and
tax equalization calculations.
If you do not comply with the U.S. tax compliance calendar, you will be
responsible for all penalty interest costs arising after the due date as a
result of late or delayed filing or underpayment of actual U.S. income tax
liabilities.
HOST COUNTRY BENEFITS
Because you may be required to participate in United Kingdom benefits plans, the
Company will reimburse you for the cost of any United Kingdom social benefit
programs to which you are required to contribute. You agree that any benefit
made payable to you upon your termination, severance, or retirement from a
foreign subsidiary or affiliate will revert to the Company.
EMPLOYMENT RESTRICTION
It is understood that in accepting this assignment, you agree that you will not
engage in any employment or business enterprise that would in any way conflict
with your service to the interests of the Company.
REPATRIATION
Once your assignment has been successfully completed, you will be repatriated to
the U.S. PRG-Schultz will seek to provide you with a position equivalent to the
foreign assignment in terms of both base salary and grade. However, this is not
a guarantee of employment and is subject to the situation and circumstances at
the time of repatriation.
The Company will pay the cost of shipment of household good and personal effects
including, return transportation, temporary housing, and tax counseling services
upon repatriation to the U.S.
Voluntary Resignation
If the resignation is voluntary, the Company will not be responsible to relocate
you to your point of origin. In case the resignation is to take a position with
another company, it is expected that moving expenses will be obtained from the
new employer.
In the event of voluntary resignation not involving another position, the
Company will not be responsible for the cost of returning you, your family, and
belongings back to the point of origin.
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Company Initiated Termination
If your employment with the Company is terminated without cause (initiated by
the Company), 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 base salary, payable monthly and subject to applicable payroll
taxes and deductions subject to signing and agreement and release. The Company
will also pay the cost of returning you, your family, and belongings, back to
the point of origin, and equal to the amount initially provided for your
relocation to United Kingdom. The Company will also provide reimbursement for
temporary living expenses up to 60 days.
In the event of termination by the Company for cause, the Company will pay you
through the termination date, plus any accrued, unused vacation time, any
business expenses incurred through the termination date. You will be responsible
for the cost of returning you, your family, and belongings, back to the point of
origin.
Termination for Cause means conviction of a felony, conviction of fraud,
embezzlement or attempted fraud or embezzlement of assets of the company, use of
illegal drugs, material breach of this contract, gross negligence or willful
misconduct in the performance of duties, breach of fiduciary duty to the
Company, such as engaging in directly competitive acts while employed with the
Company.
Return to the U.S. must be made within 30 days of termination of employment.
GENERAL
This Letter of Understanding specifies the conditions surrounding your
expatriate assignment to the United Kingdom as of your date of assignment. The
Company reserves the right to modify the terms and conditions of your
international assignment due to changes in company-wide policy. The actual
duration of your assignment shall be subject to the needs of the Company and
nothing contained herein shall be construed as an employment contract with the
Company for any fixed term or for any purpose. If your assignment is extended
beyond May 31, 2008, a new Letter of Understanding will be drawn up in
accordance with the Company's International Assignment Policy.
You agree that, should any difference between you and the Company be
adjudicated, this will be in accordance with U.S. law, not the United Kingdom
law.
Except for the adjustments related in this assignment letter regarding your
expatriate assignment, the terms of your employment agreement with PRG-Schultz
USA, Inc. dated June 1, 2001 (and subsequent addendums) shall continue in full
force and effect as originally executed.
Please signify your understanding of, and agreement with, the terms of this
agreement by initialing each page and signing below.
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(Name) (Name)
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(Title) (Title)
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(Date) (Date)
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(Employee's Name)
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