PRG-SCHULTZ NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS

Exhibit 10.3

		Your Name:
		Total No. of Options:

PRG-SCHULTZ NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS

PRG-SCHULTZ INTERNATIONAL, INC. (“PRG-Schultz”) is pleased to grant to the person signing below (“you” or “Optionee”) the Non-Qualified Stock Option described below under the PRG-Schultz 2008 Equity Incentive Plan (the “Plan”). For tax law purposes, this Option shall be treated as a Non-Qualified Stock Option. This Option is not intended to be and shall not be treated as an Incentive Stock Option for tax law purposes.

Exercise Price per Share:

Option Expiration Date:

Vesting : Subject to the Plan and this Agreement, one-hundred percent (100%) of the shares of Common Stock subject to this Option may be purchased on or after the earlier of (i) May 29, 2008, or (ii) the date of, and immediately prior to, the 2009 annual meeting of PRG-Schultz’s shareholders, provided the Optionee has been continuously serving as a member of the Board from the Grant Date until the earlier of such times. Notwithstanding the foregoing, one-hundred percent (100%) of the shares of Common Stock subject to this Option may be purchased on or after a Change of Control, provided the Optionee has been continuously serving as a member of the Board from the Grant Date until the time of the Change of Control.

Additional Terms and Conditions describes how to exercise your Option, what happens if you cease to serve as a director of PRG-Schultz before you exercise your Option and where to send notices; and

The Plan contains the detailed terms that govern your Option. If anything in this Agreement or the other attachments is inconsistent with the Plan, the terms of the Plan, as amended from time to time, will control; all terms used herein that are defined in the Plan have the same meaning given them in the Plan.

Please sign in the space provided below, keep a copy of this Agreement for your records, and return both originals to PRG-Schultz Human Resources.

Optionee:		PRG-SCHULTZ INTERNATIONAL, INC.
		By:
Print Your Name:		Name:
Your Residence Address:		Its:

ADDITIONAL TERMS AND CONDITIONS OF YOUR OPTION

HOW TO EXERCISE YOUR OPTION

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The Plan is administered by the Plan Administrator in the Finance Department in the Atlanta office. The Administrator is responsible for assisting you in the exercise of your option and maintaining the records of the Plan. He may be reached at (770) 779-6554 or 3037. If you have questions about your options, how you go about exercising your options or how the Plan works, please contact the Administrator during normal business hours.

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The exercise date of your Option is the date of delivery to the Plan Administrator of your notice of exercise. The notice must be accompanied by payment of the Option price in full. You may pay part or all of the Option price (i) in cash, (ii) by certified or bank cashier’s check, (iii) by a cashless exercise through a broker, (iv) by means of a “net exercise” procedure (for which only whole shares may be used) or (v) by any combination of the aforementioned methods of payment.