EXHIBIT
10.1
OPTION TERMINATION
AGREEMENT
This Option
Termination Agreement (this “ Agreement ”) is
entered into as of this September 29, 2006, by and among
PRG-Schultz USA, Inc., (the “ Company ”),
PRG-Schultz International, Inc. (“ PRGX ”) and
James B. McCurry (“ Optionholder ”).
The parties
agree as follows:
1. Termination of Options and Option
Agreements . Effective as
of September 29, 2006, the following shall terminate and cease to
have any further force or effect:
(a) that certain stock option agreement (the
“ Option Agreement ”) granted pursuant to
Section 4(c) of the Employment Agreement (the “ Employment
Agreement ”) entered into on July 20, 2005 effective July
25, 2005, by and among the parties hereto;
(b) each of the options to purchase shares of the
Company (the “Options”) granted thereunder;
and
(c) the respective rights and obligations of the
parties hereto under the Stock Incentive Plan of PRGX (the
“Plan”) with respect to the Options.
Each of the
parties hereto is hereby released and discharged from any and all
obligations and liabilities under the Options and the Option
Agreement, as well as (insofar as they relate to the Options) the
Employment Agreement and the Plan.
2. Release. The Optionholder hereby releases, remises,
acquits and discharges PRGX and the Company, its successors and
assigns from any and all claims,
