<PAGE>
EXHIBIT 10.50
July 9, 2003
Richard Bacon
142 Oakwood Court
Abbotsbury Road
London, UK W14 8JS
Dear Rick:
I am pleased to extend the terms and
conditions of your full time employment
with PRG-Schultz USA, Inc. ("PRGS") as
Executive Vice President, International,
reporting to John Cook, Chairman and CEO,
or his designee, conditioned upon your
signing this offer letter. This offer is
also contingent on you providing
documentation on your eligibility to work
in the United States. We are very
excited about your joining our organization
and the opportunities for our mutual
success.
The following confirms our the terms and
conditions of your employment:
1. Base Salary. Base salary of $325,000.00
per annum, paid $12,500 bi-weekly.
Your performance will be
reviewed six (6) months from your start date and
annually, on March 1 each
year thereafter.
2. Performance Bonus. You will be eligible
for an incentive bonus ("Incentive
Bonus") which will include
payout potentials of 35% of your base pay for
achievement of annual target
performance goals and payout potentials of 70%
of your base pay for
achievement of annual maximum performance goals, in
accordance with PRGS's
incentive bonus plan.
3. Options. You will be granted options to
purchase 50,000 shares of Common
Stock in PRG Schultz
International, Inc. ("PRGX"), subject to Board of
Directors' approval. This
grant will be made pursuant to the terms of your
option agreement (ratably
vesting over four years on each of four
anniversaries of the date of
issue).
4. Car Allowance. You will receive an
annual car allowance in the amount of
$15,000.00 paid $1,250.00
monthly.
5. Relocation. PRG-Schultz will pay the
cost of moving you from the United
Kingdom to Atlanta, Georgia
U.S.A. per the terms of our executive relocation
policy with an allowance up
to $60,000. Included in the aforementioned
allowance are temporary
housing and two house hunting trips for two people.
In the event of your
voluntary termination within the first twelve (12)
months of employment, the
actual relocation allowance paid will be repaid to
PRG-Schultz on a pro-rata
basis.
<PAGE>
6. Employee Benefits. You will be eligible
for participation in PRGS' Personal
Benefits Plan, which offers
a full suite of benefit services. You will
receive your benefits
package at your home
address prior to your eligibility
date. Medical, dental, and flexible spending account
eligibility begins
the first of the month
following 30 days of employment. PRGS also offers a
401(k) Savings Plan and
Employee Stock Purchase Plan. You will be eligible to
participate in the 401(k)
Savings Plan at the beginning of the month
following your start date
(if age 21 or over), and you will be eligible to
participate in the Employee
Stock Purchase Plan at the beginning of the next
purchase period after you
have completed six (6) months of employment.
7. Termination.
(a) This Agreement may be terminated by PRGS for cause upon
delivery
to you of a thirty (30) days' notice of termination. As used
herein, "cause" shall mean (i) fraud, dishonesty, gross
negligence, willful misconduct, commission of a felony or an
act
of moral turpitude, or (ii) engaging in activities prohibited
by
Sections 3, 4, 5, 6 or 7 of the PRGS Employee Agreement, or any
other material breach of this Agreement.
(b) Either party, without cause, may terminate this Agreement
by
giving thirty (30) days written notice. Additionally, your
employment may be terminated by you for "Good Reason" upon
thirty
(30) days prior written notice of termination (the "Termination
Notice") served personally with such "Good Reason" being
specified
in the Termination Notice; provided that at the time of such
notice to PRG-Schultz, there is no basis for termination by
PRG-Schultz of your employment for cause; and further provided
that at the time of such Termination Notice to PRG-Schultz you
have delivered at least 30 days prior thereto a written notice
to
PRG-Schultz (the "Event Notice") stating a condition exists
which
with the passage of time will allow you to terminate your
employment for "Good Reason" and specifying the factual basis for
such condition and such condition has not been cured by
PRG-Schultz prior to its receipt of the Termination Notice. For
purposes of this provision, "Good Reason" means any one of the
following: (i) the assignment to you of duties or a position or
title inconsistent with or lower than the duties, position or
title provided in this offer letter; (ii) the principal
place
where you are required to perform a substantial portion of your
employment
duties hereunder is outside of the metropolitan
Atlanta, Georgia area; or (iii) the reduction of your Base
Salary
or potential Bonus below amounts set forth herein; provided
however you shall have no right to terminate pursuant to this
Section if PRG-Schultz's Board of Directors or th
