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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This
First Amendment to Employment Agreement (this "Amendment") is
entered
into as of December 9, 2005, among PRG-SCHULTZ USA, INC., a Georgia
corporation
(the "Company"), PRG-SCHULTZ INTERNATIONAL, INC., a Georgia
corporation that
owns all of the capital stock of the Company ("PRGX"), and JAMES B.
MCCURRY
("Executive").
The
parties to this Amendment hereby agree to amend the Employment
Agreement by and among the Company, PRGX, and Executive, dated July
25, 2005
(the "Agreement"), as set forth herein.
1.
Section 6(c)(1) is hereby deleted and the following new Section
6(c)(1)
is inserted in lieu thereof:
"(1)
a lump sum payment equal to either (i) in the event the
Employment
Period ends prior to the date that is 16 months after the Effective
Date, 0.125
times the number of months in the Employment Period multiplied by
Executive's
Average Annual Compensation (as defined below) (provided, however,
that if the
Termination without Cause or Termination for Good Reason occurs
after a Change
in Control, then the amount of the lump sum payment shall be equal
to the amount
provided in subclause (ii) of this subparagraph (c)(1)
notwithstanding the date
the Employment Period ends), or (ii) in the event the Employment
Period ends on
or after the date that is 16 months a
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