Exhibit 10.1
 2008 PRG-Schultz
Performance Bonus Plan
 
 Confidential Treatment Requested
 Confidential portions of this Agreement which have been redacted are marked with brackets
([***]). The omitted material has been filed separately with the United States Securities and
Exchange Commission.




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I.Plan Overview
    
    
    3A. Philosophy
    
    
    3B. Plan Objectives
    
    
    3C. Effective Period
    
    
    3D. Eligibility
    
    
    3II. Plan Description
    
    
    3-7A. Target Bonus and Maximum Bonus
    
    
    3B. Actual Bonus to be Paid: The Concept
    
    
    3C. Calculation of Total Bonus Pool
    
    
    4D. Calculation of Operating Group Bonus Pools
    
    
    4E. Allocation to Bonus Eligible Employees of Amounts up to
the Target Bonus Pool
    
    
    5F. Allocation of any Excess Pool to Bonus Eligible Employees
    
    
    5G. Qualification for and Payment of Bonus
    
    
    5III.Plan Interpretation and Administration
    
    
    6IV.Plan Acknowledgement Form
    
    
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I. Plan Overview
 A.
    
    PhilosophyPRG-Schultz, as an organization of professionals, believes that its senior leaders
should have common objectives and should share together in the profits created by their
combined efforts as a team. In addition, the company wants to encourage its leadership
to achieve desired results and to strive for excellence through exemplary behaviors,
creativity, innovation and teamwork.B.
    
    Plan ObjectivesThe PRG-Schultz Performance Bonus Plan (the Plan) promotes the following:
 
    
    Achievement of PRG-Schultz business and financial objectives
    
    Collaboration throughout the organization
    
    Customer/client relations
    
    Development of PRG-Schultz leaders
 C.
    
    Effective PeriodThe Plan is effective from January 1, 2008 through December 31, 2008.D.
    
    EligibilityFull-time, salaried PRG-Schultz employees whose positions are assigned a Level 14E or
higher in the PRG-Schultz U.S. salary grade structure and employees that hold positions
of a comparable level in PRG-Schultzs non-U.S. operations are eligible to participate
in the Plan (Bonus Eligible Employees). The term Bonus Eligible Positions refers to
the positions described in this paragraph.
 II. Plan Description
  A.
    
    Target Bonus and Maximum BonusEach Bonus Eligible Position has associated with it a specific target bonus (Target
Bonus) and maximum bonus (Maximum Bonus).The sum of the Target Bonuses for all Bonus Eligible Positions is the Target Bonus
Pool for the company as a whole. The sum of the Maximum Bonuses for all Bonus Eligible
Positions in the plan is the Maximum Bonus Pool for the company as a whole.B.
    
    Actual Bonus to be Paid: The ConceptThe actual bonus to be paid to any Bonus Eligible Employee will be a function of three
things:
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    The Total Bonus Pool (described below) earned by the company as a whole.
    
    The portion of the Total Bonus Pool allocated to the Operating Group within the
company to which the Bonus Eligible Position is assigned (the Operating Group Bonus
Pool). For purposes of this Plan there are four Operating Groups:
 o
    
    Corporate
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o
    
    United Stateso
    
    Europeo
    
    APLAC
 
    
    The portion of the Operating Group Bonus Pool allocated to each Bonus Eligible
Employee within the Operating Group.
 C.
    
    Calculation of Total Bonus PoolFor purposes of this Plan the term adjusted EBITDA means the companys earnings before
(1) interest, taxes, depreciation and amortization and (2) unusual and other significant
items that management views as distorting the companys operating results, such as
severance expenses, expenses associated with dark leases, and stock based compensation
expenses.The Total Bonus Pool is a function of the companys total adjusted EBITDA for 2008 as
compared to the total adjusted EBITDA for 2008 included in the companys 2008 budget
approved by the companys board of directors ($[******]).If actual 2008 adjusted EBITDA is less than [***]% of the budgeted adjusted
EBITDA for 2008 ($[******]), the Total Bonus Pool available for payment of bonuses under
this Plan will be zero.If actual 2008 adjusted EBITDA is equal to [***]% of the budgeted adjusted
EBITDA for 2008 ($[******]), the Total Bonus Pool available for payment of bonuses under
this Plan will be equal to 50% of the Target Bonus Pool.If actual 2008 adjusted EBITDA is equal to [***]% of the budgeted adjusted
EBITDA for 2008 ($[******]), the Total Bonus Pool available for payment of bonuses under
this Plan will be equal to the Target Bonus Pool.If actual 2008 adjusted EBITDA is equal to [***]% of the budgeted adjusted
EBITDA for 2008 ($[******]), the Total Bonus Pool available for payment of bonuses under
this Plan will be equal to the Maximum Bonus Pool.If actual 2008 adjusted EBITDA is between [***]% and [***]% or between [***]% and
[***]% of the budgeted adjusted EBITDA for 2008, the Total Bonus Pool available for
payment of bonuses under this Plan shall be increased pro-rata, provided however that in
no event will the Total Bonus Pool exceed the Maximum Bonus Pool.D.
    
    Calculation of Operating Group Bonus PoolsAll of the Total Bonus Pool up to the companys Target Bonus Pool will be allocated to
the Operating Group Pools, pro rata, based on the relationship that the sum of all
Target Bonuses of all Bonus Eligible Employees within each Operating Group bears to the
Target Bonus Pool. For example, if the sum of the Target Bonuses of all Bonus Eligible
Employees within an Operating Group was 25% of the Target Bonus Pool, that Operating
Group will receive an allocation of 25% of that portion of the Total Bonus Pool that is
less than or equal to the Target Bonus Pool.If the companys Total Bonus Pool is greater than the Target Bonus Pool, then the amount
by which the Total Bonus Pool exceeds the Target Bonus Pool (the Excess Pool) will be
allocated among the Operating Groups as follows:
 
    
    The Corporate Operating Group will be allocated its pro rata portion of the
Excess Pool, based on the relationship of the sum of all Maximum Bonuses of all
Bonus Eligible Employees within the Corporate Group to the Maximum Bonus Pool.
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
    
    Each Operating Group other than Corporate will get an allocation of the
remainder of the Excess Pool, based on the relationship between that Operating
Groups dollar contribution to the Excess Pool and the total Excess Pool.
 For example, assume all of the Excess Bonus Pool was generated by Europe, i.e.United
States and APLAC made their adjusted EBITDA budget while Europe exceeded its adjusted
EBITDA budget by $2 million. In this case, the $2 million of Excess Pool would be
allocated as follows:
 
    
    The Corporate Operating Group would get a portion of the Excess Pool equal to
its pro rata portion (based on the relationship of aggregate Maximum Bonuses of the
Corporate Groups Bonus Eligible Employees to the Maximum Bonus Pool as described
above) of the Excess Pool.
    
    The entire remainder of the Excess Pool would then be allocated to the Europe
Operating Group.
 E.
    
    Allocation to Bonus Eligible Employees of Amounts up to the Target Bonus
PoolFor amounts in the Total Bonus Pool up to the Target Bonus Pool, the allocation of the
Operating Group Bonus Pools to Bonus Eligible Employees within each Operating Group will
be based on the each Bonus Eligible Employees pro rata portion of the Operating Group
Bonus Pool (based on the relationship between the Bonus Eligible Employees Target Bonus
and the sum of all Target Bonuses for all Bonus Eligible Employees in that Operating
Group).For example, if the Operating Group Bonus Pool for the U.S. Operating Group is
$1,000,000 and the Target Bonus for the Bonus Eligible Employee is 2% of the sum of the
Target Bonuses of all Bonus Eligible Employees in the U.S. Operating Group, then this
Bonus Eligible Employee should generally expect a bonus of $20,000.At the discretion of the head of the Operating Group, some Bonus Eligible Employees
within the Operating Group could be paid a bonus somewhat higher, or somewhat lower,
than their pro rata portion of the Operating Group Bonus Pool. These exceptions are
expected to be rare, will be based on individual performance and must be approved in
advance by the companys SVP-Human Resources and CEO. Since the Operating Group Bonus
Pool will be a fixed amount, if any Bonus Eligible Employee receives more than a pro
rata portion (based on Target Bonuses as described in the first paragraph of this
subsection), one or more other Bonus Eligible Employees must receive less than their pro
rata amount.F.
    
    Allocation of any Excess Pool to Bonus Eligible EmployeesAny portion of any Excess Pool allocated to an Operating Group as described above
(Operating Group Excess Pool) will be allocated within the Operating Group to Bonus
Eligible Employees only after the allocation to Bonus Eligible Employees of the Target
Bonus Pool as described in the Plan subsection immediately above. The allocation of
excess Operating Group Excess Pool will be made based on the recommendation of the head
of the Operating Group and approved by the companys SVP- Human Resources and CEO.G.
    
    Qualification for and Payment of BonusesBonus Eligible Employees must have at least a satisfactory performance rating during the
Plan year and at the time bonus payments are made to be eligible to receive a bonus
payment under this Plan.
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Bonuses will be paid annually, and in most cases within thirty (30) days after
completion of the annual audit of the companys 2008 results.Bonus Eligible Employees must be actively employed by PRG-Schultz at the time of the
payment in order to receive a bonus. Exceptions to this requirement may be made in
connection with terminations due to retirement, disability or death.If an employee becomes eligible to participate in the PRG-Schultz Performance Bonus Plan
after January 1st (by beginning work in a Bonus Eligible Position), he/she
may be eligible for a prorated payout based on the date of entry into the Plan, but may
not enter the plan after November 1st.
 III. Plan Interpretation and Administration
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IV. Plan Acknowledgement Form
  Position:2008 Target Bonus:2008 Maximum Bonus:
 Employees Signature
    
    Date
 
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