**Exhibit 10.24****RELEASE AGREEMENT AND COVENANT NOT TO SUE**     THIS RELEASE AGREEMENT AND COVENANT NOT TO SUE (the “Agreement”) is entered into byand between PRG-Schultz USA, Inc., a Georgia corporation (the “Company”) and JAMES E.MOYLAN, JR., a resident of the State of Georgia (“Executive”), as of the Effective Date ofthe Agreement, as defined below.**WITNESSETH**     Executive and Company are parties to that certain offer letter agreement, dated March 5,2004, as amended (“Employment Agreement”).     Executive and Company are parties to that certain Change of Control and Restrictive CovenantAgreement, dated February 14, 2005 (“Change of Control Agreement”) which amends in certain respectsthe Employment Agreement.     Executive and Company are terminating their employment relationship, subject to the termshereof; and     NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein andother good and valuable consideration, the receipt, adequacy and sufficiency of which is herebyacknowledged, the parties hereto hereby agree as follows:     1. Termination of Employment. The parties hereto hereby acknowledge and agree thatExecutive’s employment with Company terminated as of the close of business on February 17, 2006.     2. General Release of Claims. In consideration of the covenants from Company toExecutive set forth herein and in the Employment Agreement and Change of Control Agreement, thereceipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf ofhis heirs, devisees, legatees, executors, administrators, personal and legal representatives,assigns and successors in interest (collectively, the “Derivative Claimants” and each a“Derivative Claimant”), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES,ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each ofCompany’s directors, officers, employees, representatives, stockholders, predecessors, successors,assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors,officers, employees, representatives and attorneys of such stockholders, predecessors, successors,assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or inconcert with any of them (collectively, the “Releasees” and each a “Releasee”), orany of them, from any and all charges, complaints, claims, damages, actions, causes of action,suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys’ feesand costs incurred), of any nature whatsoever, known or unknown, that Executive now has, owns, orholds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, orheld, or claimed to have, own, or hold from the beginning of time to the date that Executive signsthis Agreement, including, but not limited to, those claims arising out of or relating to (i) anyagreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note,franchise, certificate, option, warrant, right or other instrument, document, obligation orarrangement, whether written or oral, or any other relationship, involving Executive and/or anyReleasee, (ii) breach of any express or
 

 
implied contract, breach of implied covenant of good faith and fair dealing,misrepresentation, interference with contractual or business relations, personal injury, slander,libel, assault, battery, negligence, negligent or intentional infliction of emotional distress ormental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure topromote, wrongful deprivation of a career opportunity, discrimination (including disparatetreatment and disparate impact), hostile work environment, sexual harassment, retaliation, anyrequest to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) arebrought pursuant to the **Age Discrimination in Employment Act, Title VII of the Civil Rights Act of1964, as amended, the Equal Pay Act, 42 U.S.C. Sections 1981, 1983, or 1985, the VocationalRehabilitation Act of 1977, the Americans with Disabilities Act, the Family and Medical Leave Actor the Fair Credit Reporting Act**or any other constitutional, federal, regulatory, state or locallaw, or under the common law or in equity, and (iii) any other matter (each of which is referred toherein as a “Claim”); provided, however, that nothing contained herein shall operate torelease any obligations of Company, its successors or assigns arising under any claims under theEmployment Agreement, the Change of Control Agreement, or under any written Company benefit plans,any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled tobenefits under the respective terms thereof.     3. Release of Unknown Claims. Executive recognizes that he may have some claim,demand, or cause of action against the Releasees relating to any Claim of which he is totallyunaware and unsuspecting and which is given up by the execution of this Agreement. It isExecutive’s intention in executing this Agreement with the advice of legal counsel that thisAgreement will deprive him of any such Claim and prevent Executive or any Derivative Claimant fromasserting the same. The provisions of any local, state, federal, or foreign law, statute, orjudicial decision providing in substance that this Agreement shall not extend to such unknown orunsuspecting claims, demands, or damages, are hereby expressly waived.     4. Acknowledgment. Executive acknowledges that he has thoroughly discussed allaspects of this Agreement with his attorney, that he has carefully read and fully understands allof the provisions of this Agreement, and that he is voluntarily entering into this Agreement.Executive hereby waives the requirement under the Age Discrimination in Employment Act thatExecutive has forty-five (45) days to review and consider this Agreement before executing it.Executive acknowledges and understands that he shall have seven (7) days after signing thisAgreement during which he may revoke this Agreement by providing written notice to Company withinseven (7) days following its execution. Any notice of revocation of this Agreement shall not beeffective unless given in writing and received by Company within the seven-day revocation periodvia personal delivery, overnight courier, or certified U.S. mail, return receipt requested, toPRG-SCHULTZ USA, INC., 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339, Attention: GeneralCounsel. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND ENFORCEABLE UNTIL SUCH SEVEN (7) DAY PERIODHAS EXPIRED. IF EXECUTIVE REVOKES THIS AGREEMENT WITHIN SUCH SEVEN (7) DAY PERIOD, EXECUTIVE WILLNOT BE ENTITLED TO RECEIVE ANY OF THE RIGHTS AND BENEFITS DESCRIBED HEREIN OR UNDER THE EMPLOYMENTAGREEMENT OR CHANGE OF CONTROL AGREEMENT, EXCEPT TO THE EXTENT THAT EXECUTIVE WOULD HAVE BEENENTITLED TO RECEIVE SUCH BENEFITS PROVIDED UNDER THE TERMS OF HIS EMPLOYMENT AGREEMENT.
 

 
     Executive furthermore acknowledges receipt, in Exhibit “A” attached hereto, of: (1) alist of the job titles and ages of all employees who were selected for Company’s involuntarytermination program applicable to Executive’s decisional unit; (2) information describing anyclass, unit, or group of individuals covered by such program, any selection factors for suchprogram, and any time limits applicable to such program; and, (3) a list of employees in the samejob classification or organizational unit (meaning the same decisional unit) of Company who werenot selected for the program.     5. No Assignment. Executive represents and warrants that he has not assigned ortransferred, or purported to assign or transfer, to any person, entity, or individual whatsoever,any of the Claims released herein. Executive agrees to indemnify and hold harmless the Releaseesagainst any Claim based on, arising out of, or due to any such assignment or transfer.     6. Indemnification. In furtherance of the foregoing, Executive agrees on behalf ofhimself and the Derivative Claimants not to sue or prosecute any matter against any Releasee withrespect to any Claim and agrees to hold each Releasee harmless with respect to any such suit orprosecution in contravention of this Section 6. Executive understands that if this Agreement werenot signed, he would have the right voluntarily to assist other individuals or entities in bringingClaims against the Releasees. Executive hereby waives that right and hereby agree that he will notvoluntarily provide any such assistance. To the extent that applicable law prohibits Executivefrom waiving his right to bring and/or participate in the investigation of a Claim, Executivenevertheless waives his right to seek or accept any damages or relief in any such proceeding.Executive shall continue to be entitled to indemnification to the extent provided by, and inaccordance with the terms of, any other indemnification provision under which Executive wasentitled prior to the execution of this Agreement, including, without limitation, under the Bylawsof the Company or PRG-Schultz International, Inc. (“Parent”), and any Indemnification Agreementcurrently in effect between Executive and the Company or Parent.     7. Representation Regarding Knowledge of Trade Secrets and/or Inventions***.***Executivehereby acknowledges and confirms that he has no right, claim or interest to any property,invention, trade secret, information or other asset used in the business of Company and that allsuch property, inventions, trade secrets, information and other assets used in the business ofCompany are owned by Company or its affiliates or licensed to Company or its affiliates by thirdparties not affiliated with Executive.     8. Return of Company Property and Proprietary Information. (a) Executive furtherpromises, represents and warrants that Executive has returned or will return to the Company by nolater than February 17, 2006 (a) all property of Company, including, but not limited to, any andall files, records, credit cards, keys, identification cards/badges, computer access codes,computer programs, instruction manuals, equipment (including computers) and business plans; (b) anyother property which Executive prepared or helped to prepare in connection with Executive’semployment with Company; and (c) all documents, including logs or diaries, all tangible materials,including audio and video tapes, all intangible materials (including computer files), and any andall copies or duplicates of any such tangible or intangible materials, including any duplicates,copies, or transcriptions made of audio or video tapes, whether in handwriting or typewritten, thatare in the possession, custody or control of Executive or his attorneys, agents,
 

 
family members, or other representatives, which are alleged to support in any way any of theclaims Executive has released under this Agreement.     (b) The foregoing representation shall include all Proprietary Information of Company andCompany. With respect to Proprietary Information, Executive warrants, represents, and covenants toreturn such Proprietary Information on or before the close of business on February 17, 2006. Asused herein, “Proprietary Information” means information in written form or electronic media,including but not limited to technical and non-technical data, lists, training manuals, trainingsystems, computer based training modules, formulas, patterns, compilations, programs, devices,methods, techniques, drawings, processes and plans regarding Company or its affiliates, clients,prospective clients, methods of operation, billing rates, billing procedures, suppliers, businessmethods, finances, management, or any other business information relating to Company or itsaffiliates (whether constituting a trade secret or proprietary or otherwise) which has value toCompany or its affiliates and is treated by Company or its affiliates as being confidential;provided; however, that Proprietary Information shall not include any information that has beenvoluntarily disclosed to the public by Company or its affiliates (except where such publicdisclosure has been made without authorization) or that has been independently developed anddisclosed by others, or that otherwise enters the public domain through lawful means. ProprietaryInformation does include information which has been disclosed to Company or its affiliates by athird party and which Company or its affiliates are obligated to treat as confidential.Proprietary Information may or may not be marked by Company or its affiliates as “proprietary” or“secret” or with other words or markings of similar meaning, and the failure of Company to makesuch notations upon the physical embodiments of any Proprietary Information shall not affect thestatus of such information as Proprietary Information.     9. General Provisions.     (a) This Agreement and the covenants, representations, warranties and releases containedherein shall inure to the benefit of and be binding upon Executive and Company and each of theirrespective successors, heirs, assigns, agents, affiliates, parents, subsidiaries andrepresentatives.     (b) Each party acknowledges that no one has made any representation whatsoever not containedherein concerning the subject matter hereof to induce the execution of this Agreement. Executiveacknowledges that the consideration for signing this Agreement is a benefit to which Executivewould not have been entitled had Executive not signed this Agreement.     (c) Executive agrees that the terms and conditions of this Agreement, including theconsideration hereunder shall not be disclosed to anyone and shall remain confidential and notdisseminated to any person or entity not a party to this Agreement except to family members, legalcounsel, an accountant for purposes of securing tax advice; the Internal Revenue Service, or thestate taxing agencies.     (d) The “Effective Date” of this Agreement shall be the eighth (8th) dayafter the execution of the Agreement by Executive.
 

 
     (e) This Agreement does not constitute an admission of any liability.     (f) The parties hereto and each of them agrees and acknowledges that if any portion of thisAgreement is declared invalid or unenforceable by a final judgment of any court of competentjurisdiction, such determination shall not affect the balance of this Agreement, which shall remainin full force and effect. Any such invalid portion shall be deemed severable.     (g) Neither this Agreement nor any provision hereof may be modified or waived in any wayexcept by an agreement in writing signed by each of the parties hereto consenting to suchmodification or waiver.     (h) This Agreement shall in all respects be interpreted, enforced and governed under theinternal laws (and not the conflicts of laws and rules) of Georgia.     10. Payment of Severance; Outplacement.     (a) The Company shall pay to Executive a total of $360,576.92, payable in twenty-five (25)equal installments beginning on the first regular bi-weekly payroll date of March 3, 2006, andcontinuing through the next twenty-five (25) succeeding regular bi-weekly pay dates of Company.The total severance payment amount specified in the preceding sentence supersedes and replaces theseverance payment provided for in the Employment Agreement, as amended by the Change of ControlAgreement. The severance payment installments shall be made according to the regular payrollpractices of Company and shall be reduced by any and all deductions for applicable taxes and othercompany (if so authorized by Executive) related deductions.     (b) Company will pay the cost for Executive to receive outplacement services offered byCompany’s service provider Executrack. Outplacement must begin within sixty (60) days ofExecutive’s termination date, or else this benefit is forfeited by Executive.     11. Release of Claims by Company. As a material inducement to Executive to enter intothis Agreement, Company hereby, on behalf of itself and its successors and assigns, to the fullestextent permitted by law, absolutely, unconditionally, completely and irrevocably releases, acquits,discharges, and waives forever and for all purposes Executive from any and all charges, complaints,claims, promises, agreements, demands, actions or causes of action, suits, damages (includingattorneys’ fees and costs actually incurred), expenses, compensation, penalties, liabilities andobligations of any kind or nature whatsoever, that any of Company, Parent, or any other subsidiaryof Parent, or any of their respective shareholders, may have, in each such case, of which theIndependent Directors of Parent have actual knowledge as of the date hereof. For purposes hereof,“Independent Director” means a director of Parent that satisfies the criteria for independenceunder the listing standards established by the National Association of Securities Dealers, Inc. asin effect on the date hereof. Except as specifically provided in this Section 11, Executive’sobligations under the Change of Control Agreement that under the terms of such agreement surviveExecutive’s termination of employment shall also surviveexecution and delivery of this Agreement.
 

 
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the EffectiveDate.**EXECUTIVE ATTESTS THAT HE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN ANDUNKNOWN CLAIMS.****NOTICE – THIS AGREEMENT CONTAINS A WAIVER OF RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT.EXECUTIVE IS ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT****EXECUTED THIS 10th DAY OF FEBRUARY, 2006.**     **EXECUTIVE:** **/s/ James E. Moylan, Jr.**         **JAMES E. MOYLAN, JR.**  Sworn to and subscribed before me this 10th day of February, 2006./s/ Holly Copeland