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Your
Name:
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Total No. of
Shares of Restricted Stock:
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PRG-SCHULTZ RESTRICTED STOCK
AGREEMENT
FOR EMPLOYEES
PRG-SCHULTZ
INTERNATIONAL, INC. (“PRG-Schultz”) is pleased to grant
to the person signing below (“you” or
“Participant”) the Restricted Stock described below
under the PRG-Schultz 2008 Equity Incentive Plan (the
“Plan”).
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Common
Stock, no par value per share
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[
], 20___
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Vesting : Subject to the Plan and this Agreement, the
Restricted Stock will become vested and non-forfeitable as
follows:
(1)
of the shares of Restricted Stock (the “Service-Based
Shares”) will become vested and non-forfeitable 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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Service-Based
Shares that
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On the date
below
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become vested on
such date
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[
], 20___
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1/3 of the
Service-Based Shares (rounded down to the nearest whole
share)
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[
], 20___
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1/3 of the
Service-Based Shares (rounded down to the nearest whole
share)
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[
], 20___
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All of the
remaining Service-Based Shares
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(2)
of the shares of Restricted Stock (the “Performance-Based
Shares”) will become vested and non-forfeitable, as soon
after December 31, 20___as the Committee determines the
cumulative Adjusted EBITDA of PRG-Schultz for the three-year period
ending December 31, 20___(but in no event later than
March 15, 20___), provided you remain continuously employed
with PRG-Schultz from the Grant Date through December 31,
20___, and provided further that cumulative Adjusted EBITDA (as
defined in the Plan) for PRG-Schultz for the three-year period
ending on December 31, 20___equals or exceeds $[
]. Notwithstanding the foregoing, if cumulative Adjusted EBITDA for
PRG-Schultz for such three-year period does not equal or exceed $[
], but the cumulative Adjusted EBITDA for such three-year period
exceeds $[
], then the number of shares of Restricted Stock that will become
vested and non-forfeitable at the time set forth above, provided
you remain continuously employed with PRG-Schultz from the Grant
Date through December 31, 20___, shall be the number of
Performance-Based Shares multiplied by a fraction, the numerator of
which is the amount of cumulative Adjusted EBITDA for the
three-year period that exceeds $[
] and the denominator of which is $[
]. For example, if cumulative Adjusted EBITDA for the three-year
period ending on December 31, 20___equals $[
] and you have remained employed with PRG-Schultz through
December 31, 20___, then fifty percent (50%) [($[
] minus $[
]) divided by $[
]] of the Performance-Based Shares shall become vested and
non-forfeitable. If cumulative Adjusted EBITDA for such three-year
period does not exceed $[
], then none of the Performance-Based Shares will become vested and
non-forfeitable, regardless of whether you have remained
continuously employed with PRG-Schultz from the Grant Date through
December 31, 20___.
Dividend and
Voting Rights: Before the
Restricted Stock becomes vested, you will have all of the rights of
a shareholder of Common Stock with respect to the shares of
Restricted Stock, including without limitation, the right to vote
the shares of Restricted Stock and to receive dividends and
distributions thereon.
The
Additional Terms and Conditions and the Plan described below are
incorporated in this Agreement by reference and contain important
information about your Restricted Stock. Copies of all of the
documents set
forth below
are being provided to you concurrently with this Restricted Stock
Agreement. Please review them carefully and contact PRG-Schultz
Human Resources if you have any questions.
Additional
Terms and Conditions describes the restrictions on your Restricted
Stock, what happens if you cease to remain employed with
PRG-Schultz before your Restricted Stock becomes vested and where
to send notices;
The
Plan contains the
detailed terms that govern your Restricted Stock. 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 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, keep a copy of this Agreement for your
records, and return both originals to PRG-Schultz
Human
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