PRG-SCHULTZ RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES

Exhibit 10.3

PRG-SCHULTZ RESTRICTED STOCK UNIT AGREEMENT
FOR EMPLOYEES

PRG-SCHULTZ INTERNATIONAL, INC. (“PRG-Schultz”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock Units described below under the PRG-Schultz 2008 Equity Incentive Plan (the “Plan”).

Vesting : Subject to the Plan and this Agreement, the Restricted Stock Units will become vested and payable as follows:

(1)            of the Restricted Stock Units (the “Service-Based RSUs”) will become vested and payable in accordance with the following schedule, provided you remain continuously employed with PRG-Schultz from the Grant Date until such time(s):

(2)                      of the Restricted Stock Units (the “Performance-Based RSUs”) will become vested and payable, 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 Restricted Stock Units that will become vested and payable 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 RSUs 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 RSUs shall become vested and payable. If cumulative Adjusted EBITDA for such three-year period does not exceed $[                      ], then none of the Performance-Based RSUs will become vested and payable, 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 Units become vested and Common Stock is paid, you will not have any voting rights with respect to the Common Stock to which the Restricted Stock Units relate. However, you will have the right to receive dividends and distributions on any shares of Common Stock subject to your Restricted Stock Units as if you owned the shares of Common Stock to which the Restricted Stock Units relate.

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 Units. Copies of all of the documents set forth below are being provided to you concurrently with this Restricted Stock Unit Agreement. Please review them carefully and contact PRG-Schultz Human Resources if you have any questions.

Additional Terms and Conditions describes the terms of your Restricted Stock Units, what happens if you cease to remain employed with PRG-Schultz before your Restricted Stock Units become vested and where to send notices;

The Plan contains the detailed terms that govern your Restricted Stock Units. 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