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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
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(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 acc
