EX-10.3






Exhibit 10.3




RESTRICTED STOCK AGREEMENT




     This Restricted Stock Agreement
(this “Agreement”) is entered into as of January ___, 2009 by
and between PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation
(“PRGX ”), and ROMIL BAHL
(“Executive”).



W I T N E S S E T H:




     WHEREAS, PRGX and Executive are parties to an employment agreement effective as of even date
herewith (the “Employment Agreement”); and



     WHEREAS, in connection with Executive’s hiring by PRGX as its Chief Executive Officer, PRGX
agreed to grant certain inducement awards consisting of restricted stock in respect of 344,445
shares of PRGX’s common stock, no par value per share; and



     WHEREAS, these inducements are being granted outside of any shareholder-approved equity
compensation plan of PRGX and have been approved by the Compensation Committee of PRGX’s Board of
Directors and granted as an inducement material to commencement of Executive’s employment with PRGX
in accordance with NASDAQ Marketplace Rule 4350(i)(1)(A)(iv); and



     WHEREAS, in accordance with Paragraph 3(d) of the Employment Agreement, in connection with
Executive’s commencement of employment with PRGX, Executive is to receive restricted stock with
respect to 344,445 shares of the common stock, no par value per share, of PRGX (the “Common
Stock”).



     Therefore, the parties agree as follows:



     1. Grant of Shares. PRGX hereby grants to Executive, on the terms and subject to the
conditions set forth in this Agreement, 344,445 shares of Common Stock (such shares, the
“Shares”). The date of grant of the Shares (the
“Grant Date”) is January ___, 2009.
The Shares shall be nontransferable and forfeitable until the time they vest and become
nonforfeitable as described herein. Of the 344,445 Shares, 233,334 Shares will vest and become
nonforfeitable as set forth in subparagraph 2(a) below (the “Initial Shares”) and 111,111 Shares
will vest and become nonforfeitable as set forth in subparagraph 2(b) below (the “One-Time
Shares”).



     2. Vesting of the Shares. Subject to the earlier forfeiture of the Shares in
accordance with the terms hereof, the Shares granted under this Agreement will become vested and
nonforfeitable as follows:


          (a) 25% of the Initial Shares will become vested and nonforfeitable on each of the first,
second, third and fourth anniversaries of the Grant Date, until the Initial Shares are vested and
nonforfeitable in full, provided Executive remains in the continuous employ of PRGX through such
date(s).


          (b) 50% of the One-Time Shares will become vested and nonforfeitable on each of the second and
fourth anniversaries of the Grant Date, until the One-Time Shares are



 









 







vested and nonforfeitable in full, provided Executive remains in the continuous employ of PRGX
through such date(s).


          (c) Notwithstanding the foregoing, 100% of all the outstanding unvested Shares will become
vested and nonforfeitable on a Change in Control (as defined in the Employment Agreement) to the
extent not previously vested and nonforfeitable, provided Executive remains in the continuous
employ of PRGX until the Change in Control.


          (d) Upon a termination of Executive’s employment by PRGX without Cause, by Executive for Good
Reason, by Executive upon PRGX’s failure to renew the Employment Agreement or on Executive’s
Incapacity (as defined in the Employment Agreement) or death (as set forth in the Employment
Agreement), the outstanding unvested Shares will become vested and nonforfeitable upon such
termination to the extent such Shares would have become vested and nonforfeitable based solely on
the continued employment of Executive through the next anniversary of the Grant Date immediately
following the termination of Executive’s employment.


          (e) The Compensation Committee of the Board of Directors of PRGX (the “Compensation
Committee”) may, in its sole discretion, accelerate the vesting of all or a portion of the Shares
without regard to whether the requirements for vesting thereof in subparagraphs 2(a), (b), (c) or
(d) have been met.



     3. Non-Transferability of the Shares. Executive shall not assign or transfer any
Shares while such Shares remain forfeitable, other than by will or the laws of descent and
distribution. Notwithstanding the foregoing, however, Executive, with the approval of the
Compensation Committee, may transfer such Shares for no consideration to or for the benefit of
Executive’s Immediate Family (including, without limitation, to a trust for the benefit of
Executive’s Immediate Family or to a partnership or limited liability company for one or more
members of Executive’s Immediate Family), subject to such limits as the Compensation Committee may
establish, and the transferee(s) shall remain subject to all the terms and conditions applicable to
the Shares prior to transfer (including, without limitation, the provisions regarding vesting and
forfeiture.). The term “Immediate Family” means Executive’s spouse, parents, children,
stepchildren, adoptive relationships, sisters, brothers and grandchildren (and, for this purpose,
shall also include Executive). No right or interest of Executive or any transferee in the Shares
shall be subject to any lien or any obligation or liability of the Executive or any transferee.



     4. Forfeiture of the Shares.


          (a) The portion of the Shares that is not vested and nonforfeitable pursuant to subparagraphs
2(a), (b), (c) or (d) as of the date of termination of Executive’s employment with PRGX will be
forfeited automatically at the close of business on that date (or, if earlier, on termination of
Executive’s employment by PRGX for Cause (as defined in the Employment Agreement)).


          (b) In no event may the Shares become vested and nonforfeitable, in whole or in part, after
forfeiture pursuant to subparagraph 4(a).



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     5. Investment Representations. PRGX may require Executive, as a condition of receipt
of the Shares, to give written assurances in substance and form satisfactory to PRGX to the effect
that Executive is acquiring the Shares for Executive’s own account for investment and not with any
present intention of selling or otherwise distributing them, and to such other effect as PRGX deems
necessary or appropriate in order to comply with applicable federal and state securities laws.



     6. Registration of the Shares. PRGX shall use its reasonable best efforts to file,
within one year of the date hereof, a registration statement on Form S-8 under the Securities Act
of 1934, as amended, to register the resale of the Shares.



     7. Compliance with Law. The Shares are subject to the requirement that, if at any
time counsel to PRGX determines that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any
governmental or regulatory body, is necessary as a condition of, or in connection with, the
issuance of the Shares, then the Shares may not become vested and nonforfeitable, in whole or in
part, unless the listing, registration, qualification, consent or approval has been effected or
obtained on conditions acceptable to the Compensation Committee. Nothing in this Agreement will be
deemed to require PRGX to apply for or to obtain the listing, registration, qualification, consent
or approval.



     8. Recapitalization. If the outstanding shares of Common Stock are changed into or
exchanged for a different number or kind of shares or other securities of PRGX by reason of any
recapitalization, reclassification, stock split, stock dividend, combination, subdivision or
similar transaction, then, subject to any required action by PRGX’s shareholders, the number of
Shares and the kind of shares or other securities of PRGX that are subject to this Agreement are to
be proportionately adjusted; except that no fractional shares are to be issued or made subject to
this Agreement in making the foregoing adjustments. All adjustments made by the Compensation
Committee under this paragraph 8 will be final, conclusive and binding upon Executive.



     9. Reorganization. If, while all or any portion of the Shares remain nontransferable
and forfeitable, PRGX proposes to merge or consolidate with another corporation, whether or not
PRGX is to be the surviving corporation, or if PRGX proposes to liquidate or sell or otherwise
dispose of substantially all of its assets or substantially all of the outstanding shares of Common
Stock are to be sold, or a Change in Control occurs (within the meaning of the Employment
Agreement), then the Compensation Committee may, in its sole discretion, either (i) make
appropriate provision for the protection of the Shares by the substitution on an equitable basis of
(A) appropriate stock of the surviving corporation or its parent in the merger or consolidation, or
other reorganized corporation that will be issuable in respect to the Shares when they vest, or (B)
any alternative consideration as the Compensation Committee, in good faith, may determine to be
equitable in the circumstances; and, in either case, require in connection therewith the surrender
of the Shares so replaced; or (ii) in the case of a Change in Control, upon written notice to
Executive, provide that the unvested and forfeitable portion of the Shares be forfeited within a
specified number of days of the date of such notice (but only to the extent the Shares will not
vest and become nonforfeitable on the Change in Control). In any such case, the



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Compensation Committee may, in its discretion, accelerate the date on which the Shares, in
whole or in part, become vested and nonforfeitable



     10. Rights as Shareholder. While the Shares remain subject to forfeiture in
accordance with this Agreement, Executive shall have all rights of a stockholder with respect to
such Shares, including the right to receive dividends and vote the Shares; provided, however, that
during such period (i) Executive may not sell, transfer, pledge, exchange, hypothecate or otherwise
dispose of the Shares other than as described above and (ii) PRGX shall retain custody of any
certificates evidencing the Shares. In lieu of retaining custody of any certificates evidencing
the Shares, the Shares granted under the Agreement, may, in PRGX’s discretion, be held in escrow by
PRGX or reflected in PRGX’s books and records, until Executive’s interest in such Shares becomes
vested and nonforfeitable. With respect to any Shares forfeited under this Agreement, Executive
does hereby irrevocably constitute and appoint the Secretary of the Company or any successor
Secretary of the Company (the “Secretary”) as his attorney to transfer the forfeited Shares on the
books of the Company with full power of substitution in the premises. The Secretary shall use such
authority to cancel any Shares that are forfeited under this Agreement.



     11. Withholding of Taxes. PRGX’s obligation to deliver Shares upon vesting is subject
to Executive’s satisfaction of any applicable federal, state and local income and employment tax
and withholding requirements in a manner and form satisfactory to PRGX. The Compensation
Committee, to the extent applicable law permits, may allow Executive to pay such withholding
amounts (i) by surrendering (actually or by attestation) shares of Common Stock that Executive
already owns and, if necessary to avoid adverse accounting consequences, has held for at least six
months (but only for the minimum required withholding), (ii) by a cashless exercise through a
broker, (iii) by means of a “net exercise” procedure or (iv) by such other medium of payment as the
Compensation Committee in its discretion shall authorize.



     12. No Special Employment Rights. No provision in this Agreement will be deemed to
grant to Executive any right with respect to Executive’s continued employment with, or other
engagement by, PRGX or interfere in any way with the ability of PRGX at any time to terminate
Executive’s employment or other engagement or to increase or decrease Executive’s compensation from
the rate in existence at the Grant Date.



     13. Other Employee Benefits. The amount of any compensation deemed to be received by
Executive as a result of the vesting of the Shares will not constitute “earnings” with respect to
which any other benefits of Executive are determined, including, without limitation, benefits under
any pension, profit sharing, life insurance or salary continuation plan.



     14. Interpretation of this Agreement. All decisions and interpretations made by the
PRGX Board or the Compensation Committee with regard to any question arising under this Agreement
will be binding and conclusive on PRGX and Executive.



     15. Choice of Law. This Agreement is to be governed by the internal law, and not the
laws of conflicts, of the State of Georgia.



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     16. Successors and Assigns. Subject to paragraph 3, this Agreement is to bind and
inure to the benefit of and be enforceable by Executive, PRGX and their respective heirs,
executors, personal representatives, successors and assigns.



     17. Notices. Any notice provided for in this Agreement must be in writing and is to
be either personally delivered, sent by reputable overnight carrier or mailed by first class mail,
return receipt requested, to the recipient at the address indicated as follows:



Notices to Executive:




Romil Bahl



            
             
             
             
            



            
             
             
             
            


Notices to PRGX:



PRG-Schultz International, Inc.

600 Galleria Parkway

Suite 100

Atlanta, Georgia 30339-8426

Attn: Senior Vice President and General Counsel

or any other address or to the attention of any other person as the recipient party shall have
specified by prior written notice to the sending party. Any notice under this Agreement will be
deemed to have been given when so delivered, sent or mailed.



     18. Severability. Whenever possible, each provision of this Agreement is to be
interpreted in a manner as to be effective and valid under applicable law, but if any provision of
this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any particular jurisdiction, that invalidity, illegality or unenforceability is not
to affect any other provision or any other jurisdiction, and this Agreement shall be reformed,
construed and enforced in the particular jurisdiction as if the invalid, illegal or unenforceable
provision had never been contained herein.



     19. Complete Agreement. This Agreement embodies the complete agreement and
understanding between the parties with respect to the subject matter hereof and effective as of its
date supersedes and preempts any prior understandings, agreements or representations by or between
the parties, written or oral, that may have related to the subject matter hereof in any way.



     20. Amendment and Waiver. Subject to the next sentence, the provisions of this
Agreement may be amended or waived only with the prior written consent of PRGX and Executive, and
no course of conduct or failure or delay in enforcing the provisions of this Agreement is to affect
the validity, binding effect or enforceability of this Agreement. PRGX unilaterally may waive any
provision of this Agreement in writing to the extent that the waiver does not adversely affect the
interests of Executive under this Agreement, but the waiver is not to



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operate as or be construed to-be a subsequent waiver of the same provision or a waiver of any
other provision of this Agreement.



     21. Section 409A. It is intended that the Shares granted hereunder be exempt from the
requirements applicable to nonqualified deferred compensation requirements subject to Section 409A
of the Internal Revenue Code of 1996, as amended (the “Code”). For purposes of this Agreement, any
action taken hereunder shall be undertaken in a manner that will not negatively affect the status
of the Restricted Stock as exempt from treatment as deferred compensation subject to Section 409A
of the Code unless such action otherwise complies with Section 409A of the Code to the extent
necessary to avoid noncompliance.



[SIGNATURE PAGE TO FOLLOW]




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     The parties are signing this Agreement as of the date stated in the introductory clause.



	 	 	 	 	 
	 	PRG-SCHULTZ INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	Romil Bahl 	 



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