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Your
Name:
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Total No. of
Shares Covered by the Option:
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PRG-SCHULTZ NON-QUALIFIED
STOCK OPTION AGREEMENT
FOR EMPLOYEES
PRG-SCHULTZ
INTERNATIONAL, INC. (“PRG-SCHULTZ”) is pleased to grant
to the person signing below (“you” or
“Participant”) the nonqualified 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.
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[
], 20___
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Exercise
Price per Share:
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$[
]
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[
], 20___
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Number of
Shares of Common Stock:
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(the
“Shares”)
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Vesting
Schedule: Subject to the
Plan and this Agreement, this Option may be exercised in whole or
in part in accordance with the following schedule, provided you
remain continuously employed with PRG-Schultz from the Grant Date
until such time(s):
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Cumulative
Number of Shares
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On and
after
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Purchasable Upon
Exercise of Option
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1/3 of the
Shares (rounded down to the nearest whole share)
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2/3 of the
Shares (rounded down to the nearest whole share)
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100% of the
Shares
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The
Additional Terms and Conditions and the Plan described below are
incorporated in this Agreement by reference and contain important
information about your Option. Copies of all of the documents set
forth below are being provided to you concurrently with this Stock
Option Agreement. Please review them carefully and contact
PRG-Schultz Human Resources if you have any
questions.
Additional
Terms and Conditions describes how to exercise your Option, what
happens if you cease to remain employed with PRG-Schultz before you
exercise your Option, and where to send notices;
The
Plan contains the
detailed terms that govern your Option. If anything in this Stock
Option 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 not defined herein but that
are defined in the Plan have the same meaning given them in the
Plan;
[___] Annual
Report on Form 10-K of PRG-Schultz for the Year Ended
December 31, 20___ .
Please sign
in the space provided below to show that you accept the Option on
these terms, keep a copy of this Agreement for your records, and
return both originals to PRG-Schultz Human
Resources.
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Participant:
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PRG-SCHULTZ
INTERNATIONAL, INC.
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By:
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Name:
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Jennifer
Moore
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Your Residence
Address:
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Its:
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Senior Vice
President, Human Resources
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ADDITIONAL TERMS AND
CONDITIONS OF YOUR OPTION
HOW TO
EXERCISE YOUR OPTION.
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This Option must be exercised for
whole shares only and in increments of at least 100 shares per
exercise or, if less, all of the remaining shares to which the
Option is subject.
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•
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The
Plan is administered on behalf of the Committee by the Plan
administrator. The Plan administrator is responsible for assisting
you in the exercise of your Option and maintaining the records of
the Plan. If you have questions about your Option, how you go about
exercising the vested portion of your Option or how the Plan works,
please contact the Plan administrator at
Plan.Administrator@prgx.com or
(770) 779-3037.
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•
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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 and any applicable tax
withholding in full. You may pay the Option price and any
applicable tax withholding (i) in cash, (ii) by certified
or bank cashier’s check, or (iii) by such other medium of
payment as the Plan administrator in his sole discretion may
permit. You will need to contact the Plan administrator before you
exercise your Option to determine the amount of any required tax
withholding.
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•
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Except as provided herein and in the
Plan, this Option is non-transferable. This Option may be
transferred by will or the laws of descent and di
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