1
EXHIBIT 10.3
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT is made this 17th day of September, 1997, effective
as of the 22nd day of July, 1997, by and among THE PROFIT RECOVERY GROUP
INTERNATIONAL I, INC., a Georgia corporation (the "Company") and JOHN M. COOK
(hereinafter referred to as "Employee").
W I T N E S S E T H:
WHEREAS, Company, as successor to The Profit Recovery Group International
II, L.P., and and Employee are parties to that certain Employment Agreement
dated March 20, 1996, as amended by that certain First Amendment to Employment
Agreement, dated March 7, 1996, effective as of December 31, 1996 (the
"Employment Agreement"); and
WHEREAS, Company and Employee desire to amend the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, the adequacy and
receipt of which are acknowledged, the parties hereto do hereby agree as
follows:
1. The Section 1(b) of Exhibit B to the Employment Agreement is
hereby deleted in its entirety and replaced with the following new Section 1(b)
of Exhibit B to the Employment Agreement:
"(b) Bonus. Commencing with the Term Year beginning January 1, 1997, an
annual bonus ("Bonus") in an amount determined as provided herein for
such Term Year and each succeeding Term Year during the term hereof,
payable in a lump sum within ninety (90) days following the end of each
such Term Year. The maximum potential Bonus for any Term Year shall be
one hundred fifty (150%) percent of Employee's Base Salary for such Term
Year. For each Term Year, Employee shall be entitled to a Bonus if and
only if the following annual increases in EPS, as hereinafter defined,
are achieved by the Company during such Term Year over the immediately
preceding Term Year:
(i) "Threshold" - Employee shall be entitled to a Bonus in an
amount equal to fifty (50%) percent of his Base Salary if
EPS increase by twenty (20%) percent or more but less than
thirty (30%) percent;
(ii) "Target" - Employee shall be entitled to a Bonus in an
amount equal to one hundred (100%) percent of his Base
Salary if EPS increase by thirty (30%) percent or more but
less than forty (40%) percent; and
2
(iii) "Stretch" - Employee shall be entitled to a Bonus in an
amount equal to one hundred fifty (150%) percent of his
Base Salary if EPS increase by forty (40%) percent or more.
2. Except to the extent expressly modified above, the Employment
Agreement shall remain in full force and effect as originally executed.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
have hereunto affixed their hands and seals the day and year first written
above.
THE PROFIT RECOVERY GROUP
INTERNATIONAL I, INC.
By:
--------------------------------------
Clinton McKellar, Jr.
Title: Senior Vice President, General Counsel
and Secretary
EMPLOYEE:
-------------------------------------------
John M. Cook
40 Cates Ridge
Atlanta, GA 30327
-2-