EX-10.2






Exhibit 10.2




SEPARATION AGREEMENT




     THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into this 29th day
of May, 2009, by and between BRADLEY T. ROOS, (“Executive”) and PRG-SCHULTZ INTERNATIONAL, INC., a
Georgia corporation (“Company”). Executive and Company are sometimes hereinafter referred to
together as the “Parties” and individually as a “Party.”



BACKGROUND:




     A. Executive was employed as the Senior Vice President and President — Europe and Asia Pacific
of Company pursuant to an employment agreement, dated November 28, 2008 (“Employment Agreement”),
between Executive and Company.



     B. Executive and Company now mutually desire to end Executive’s employment and terminate the
Employment Agreement effective as of the date hereof.



     C. Company and Executive wish to avoid any disputes which could arise under the Employment
Agreement and have therefore compromised any claims or rights they have or may have under the
Employment Agreement by agreeing to the terms of this Agreement and the Compromise Agreement set
out at Exhibit C hereto (the “Compromise Agreement”).



     NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and
agreements contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:



     1. Termination of Employment. The Parties agree that (a) the Employment Agreement is
hereby terminated as of the date hereof, (b) the initial presentation of this Agreement to
Executive on April 7, 2009 constituted written notice of termination of Executive’s employment, and
(c) Executive’s employment relationship with Company terminated effective May 8, 2009 (“Termination
Date”), and all benefits, privileges and authorities related to Executive’s employment with Company
ceased, except as otherwise specifically set forth in this Agreement.



     2. No Admission. The Parties agree that their entry into this Agreement is not and
shall not be construed to be an admission of liability or wrongdoing on the part of either Party.



     3. Future Cooperation. Executive agrees that, notwithstanding the termination of
Executive’s employment on the Termination Date, Executive upon reasonable notice will make himself
available to Company or its designated representatives for the purposes of: (a) providing
information regarding the projects and files on which Executive worked for the purpose of
transitioning such projects; and (b) providing information regarding any other matter, file,
project and/or client with whom Executive was involved while employed by Company.



 









 





     4. Consideration.



          (a) In consideration for Executive’s agreement to terminate the Employment Agreement, to fully
release Company from any and all Claims as described below, and to perform the other duties and
obligations of Executive contained herein, and to fully release all claims set out in the
Compromise Agreement at Exhibit C by signing the Compromise Agreement and procuring a
certificate in the form set out at Schedule 1 to the Compromise Agreement from his Legal Adviser
(as defined in the Compromise Agreement), Company will, subject to ordinary and lawful deductions
(including normal withholdings consistent with Company’s practice for equalization of Executive’s
tax liability) and Sections 4(b) and (c) below:





          (i) Pay severance to Executive in the form of salary continuation for the twelve (12)
months immediately following the Termination Date (“Severance Period”). Such payments shall
be made in accordance with Company’s standard pay practices in an amount equal to Twelve
Thousand Four Hundred and Twenty Three Dollars ($12,423) per bi-weekly pay period for
twenty-six (26) pay periods following Executive’s Termination Date, except that no payments
shall be made during the period that begins immediately after the Termination Date and ends
on the earlier of (i) Executive’s death or (ii) the date that is six months after the
Termination Date. The payments that would otherwise have been made in such period shall be
accumulated and paid in a lump sum on the first bi-weekly pay period after the end of such
period.




          (ii) Continue after the Termination Date any health care (medical, dental and vision)
plan coverage, other than under a flexible spending account, provided to Executive and
Executive’s spouse and dependents at the Termination Date for the Severance Period, on a
monthly or more frequent basis, on the same basis and at the same cost to Executive as
available to similarly-situated active employees during such Severance Period, provided that
such continued coverage shall terminate in the event Executive becomes eligible for any such
coverage under another employer’s plans.




          (iii) Pay an amount equal to Executive’s actual earned full-year bonus for calendar
year 2009, pro rated based on the number of days Executive was employed for such year on and
before the Termination Date, payable at the time Executive’s annual bonus for such year
otherwise would have been paid had Executive continued employment. Fifty percent (50%) of
Executive’s target bonus hereunder is dependent upon the Company’s achievement of a certain
level of 2009 consolidated Company adjusted EBITDA established by the Compensation Committee
and the remaining fifty percent (50%) of Executive’s target bonus is dependent upon the
Europe-Asia Pacific business’ achievement of a certain level of 2009 adjusted EBITDA
established by the Compensation Committee. Fifty percent (50%) of Executive’s maximum bonus
hereunder is dependent upon the Company’s achievement of a certain higher (than target)
level of 2009 consolidated Company adjusted EBITDA established by the Compensation Committee
and the remaining fifty percent (50%) of Executive’s maximum bonus is dependent upon the
Europe-Asia Pacific business’ achievement of a certain higher (than target) level of 2009
adjusted EBITDA established by the Compensation Committee.



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          (iv) Vest in full Executive’s outstanding unvested options, restricted stock and other
equity-based awards that would have vested based solely on the continued employment of
Executive. Additionally, all of Executive’s outstanding stock options shall remain
outstanding until the earlier of (i) one year after the Termination Date or (ii) the
original expiration date of the options (disregarding any earlier expiration date provided
for in any other agreement, including without limitation any related grant agreement, based
solely on the termination of the Executive’s employment).




          (v) Payment of one year of outplacement services from Executrak or an outplacement
service provider of Executive’s choice, limited to $20,000 in total. This outplacement
services benefit will be forfeited if Executive does not begin using such services within 60
days after the Termination Date.




          (vi) Pay to Executive in cash in a single lump sum an amount equal to Forty-Five
Thousand Dollars ($45,000) on the thirty-first (31st) day after the Termination
Date as set forth in the Compromise Agreement.



          (b) Notwithstanding anything else contained herein to the contrary, no payments shall be made
or benefits delivered under this Agreement (other than payments required to be made by Company
pursuant to Section 5 below) unless, within thirty (30) days after the Termination Date: (i)
Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit
A (the “Release”); (ii) the applicable revocation period under the Release has expired without
Executive having elected to revoke the Release; (iii) Executive has signed and delivered to Company
the Compromise Agreement; and (iv) Executive has procured and delivered to Company a certificate
signed by his Legal Adviser in the form of Schedule 1 to the Compromise Agreement. Executive
agrees and acknowledges that Executive would not be entitled to the consideration described herein
absent execution of the Release and the Compromise Agreement. Any payments to be made, or benefits
to be delivered, under this Agreement (other than the payments required to be made by Company
pursuant to Section 5 below) within the thirty (30) days after the Termination Date shall be
accumulated and paid in a lump sum on the first bi-weekly pay period occurring more than thirty
(30) days after the Termination Date, provided Executive delivers the signed Release and Compromise
Agreement to Company and the revocation period thereunder expires without Executive having elected
to revoke the Release.




          (c) As a further condition to receipt of the payments and benefits in Section 4(a) above,
Executive also waives any and all rights to any other amounts payable to him upon the termination
of his employment relationship with Company, other than those specifically set forth in this
Agreement, including without limitation any severance, notice rights, payments, benefits and other
amounts to which Executive may be entitled under the laws of England and Wales, and Executive
agrees not to pursue or claim any such payments, benefits or rights.




          (d) Executive agrees to vacate the Company-provided apartment in the United Kingdom no later
than June 30, 2009 and to indemnify Company for any damages to the apartment, except for any
ordinary wear and tear.




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     5. Other Benefits.



          Nothing in this Agreement or the Release shall:





          (a) alter or reduce any vested, accrued benefits (if any) Executive may be entitled to
receive under any 401(k) plan established by Company;




          (b) affect Executive’s right (if any) to elect and (subject to Section 4(a)(ii) above)
pay for continuation of Executive’s health insurance coverage under Company’s health plans
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (C.O.B.R.A.), as
amended, and to receive any C.O.B.R.A. subsidy for such coverage that may be available
pursuant to applicable law;




          (c) affect Executive’s right (if any) to receive (i) any base salary that has accrued
through the Termination Date and is unpaid, (ii) any reimbursable expenses that Executive
has incurred before the Termination Date but are unpaid and (iii) any unused paid time off
days to which Executive will be entitled to payment, all of which shall be paid as soon as
administratively practicable (and in any event within thirty (30) days) after the
Termination Date;




          (d) alter or reduce the vested benefits to which Executive is entitled under Company’s
management incentive plan (“MIP”), which shall be paid in accordance with the MIP and
Executive’s applicable performance unit agreement;




          (e) affect Executive’s right (if any) to receive (i) any additional amounts set forth
on Exhibit A of the Employment Agreement to which Executive may be entitled which have
accrued through the Termination Date and remain unpaid, which amounts will be paid at the
time originally set forth in the Employment Agreement, (ii) continued housing (including
rent and utilities) and education allowance through June 30, 2009, as set forth on Exhibit A
of the Employment Agreement, (iii) reimbursement for the cost of returning Executive, his
family and his belongings, back to the point of origin, in an amount equal to the amount
initially provided for Executive’s relocation to the United Kingdom (including reimbursement
for temporary living expenses up to 60 days), all of which costs must be incurred and paid
and reimbursed no later than December 31, 2009, (iv) any equalization benefits to which
Executive may be entitled under the Employment Agreement which shall include, without
limitation, equalization benefits with respect to amounts payable under this Agreement and
which shall be paid as soon as practicable but in no event later than the end of the second
taxable year following the year in which Executive’s United States tax return is required to
be filed for the year to which the compensation subject to the equalization benefits relate
(unless Section 409A of the Code permits later payment, in which case payment may be made no
later than such time), and (v) payment of tax return preparation and counseling for the
years affected by Executive’s international assignment through June 30, 2009, the cost of
which the Company will pay directly; and Executive agrees that any severance or other
benefits payable to him upon his termination of employment under the laws of England or
Wales or under any social benefit program under which Executive may be entitled to payments



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or benefits will revert to and be paid directly to Company or, to the extent paid to
Executive, paid by Executive to Company within thirty (30) days of receipt thereof; or




          (f) affect Executive’s right to continue to receive his base salary and benefits
through the Termination Date, as in effect as of the date hereof, which base salary and
benefits will continue through the Termination Date, except with respect to any changes in
benefits that are applicable generally to the other executives of Company.



     6. Confidentiality of Agreement Terms. Except as otherwise expressly provided in this
Section 6, Executive agrees that the terms, conditions and amount of consideration set forth in
this Agreement (including the Exhibits hereto) are and shall be deemed to be confidential and
hereafter shall not be disclosed by Executive to any other person or entity. The only disclosures
excepted by this paragraph are (a) as may be required by law; (b) Executive may tell prospective
employers the dates of Executive’s employment, positions held, evaluations received, Executive’s
duties and responsibilities and salary history with Company; (c) Executive may disclose the terms
and conditions of this Agreement to Executive’s attorneys and tax advisers; and (d) Executive may
disclose the terms of this Agreement to Executive’s spouse, if any; provided, however, that any
spouse, attorney or tax adviser learning about the terms of this Agreement must be informed about
this confidentiality provision, and Executive will be responsible for any breaches of this
confidentiality provision by his spouse, attorneys or tax advisers to the same extent as if
Executive had directly breached this agreement. Executive acknowledges that Company may be
required by law to disclose information about this Agreement and its terms, and, if and only to the
extent that Company does so, Executive shall be relieved from his obligations to keep confidential
under this Section 6 any such information that Company may disclose publicly.



     7. Restrictive Covenants.



          (a) Definitions. For purposes of this Agreement, the following terms shall have the
following respective meanings:





          (i) “Business of Company” means services to: (A) identify clients’ erroneous or
improper payments; (B) assist clients in the recovery of monies owed to them as a result of
overpayments and overlooked discounts, rebates, allowances and credits; and (C) assist
clients in the improvement and execution of their procurement and payment processes.




          (ii) “Confidential Information” means any information about Company and its employees,
customers and/or suppliers which is not generally known outside of Company, which Executive
learned in connection with Executive’s employment with Company, and which would be useful to
competitors or the disclosure of which would be damaging to Company. Confidential
Information includes, but is not limited to: (A) business and employment policies,
marketing methods and the targets of those methods, finances, business plans, promotional
materials and price lists; (B) the terms upon which Company obtains products from its
suppliers and sells services and products to customers; (C) the nature, origin, composition
and development of Company’s services



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and products; and (D) the manner in which Company provides products and services to its
customers.




          (iii) “Material Contact” means contact in person, by telephone, or by paper or
electronic correspondence in furtherance of the Business of Company.




          (iv) “Restricted Territory” means, and is limited to, the geographic area described in
Exhibit B attached hereto. Executive acknowledges and agrees that this is the area
in which Company does business at the time of the execution of this Agreement, and in which
Executive had responsibility on behalf of Company.




          (v) “Trade Secrets” means Confidential Information of Company which meets the
definition of a trade secret under applicable law.



          (b) Confidentiality. Executive agrees that Executive will not directly or indirectly,
use, copy, disclose, distribute or otherwise make use of on his own behalf or on behalf of any
other person or entity (i) any Confidential Information for a period of five (5) years after the
Termination Date or (ii) any Trade Secret at any time such information constitutes a trade secret
under applicable law.



          (c) Non-Competition. Executive agrees that for a period of two (2) years following
the Termination Date, Executive will not, either for himself or on behalf of any other person or
entity, compete with the Business of Company within the Restricted Territory by performing
activities which are the same as or similar to those performed by Executive for Company.



          (d) Non-Solicitation of Customers. Executive agrees that for a period of two (2)
years following the Termination Date, Executive shall not, directly or indirectly, solicit any
actual or prospective customers of Company with whom Executive had Material Contact, for the
purpose of selling any products or services which compete with the Business of Company.



          (e) Non-Recruitment of Employees or Contractors. Executive agrees that for a period
of two (2) years following the Termination Date, Executive will not, directly or indirectly,
solicit or attempt to solicit any employee or contractor of Company with whom Executive had
Material Contact, to terminate or lessen such employment or contract.



          (f) Acknowledgments. Executive hereby acknowledges and agrees that the covenants
contained in (b) through (e) of this Section 7 hereof are reasonable as to time, scope and
territory given Company’s and Company’s parent’s and subsidiaries’ need to protect their business,
customer relationships, personnel, Trade Secrets and Confidential Information. For purposes of the
covenants contained in (b) through (e) of this Section 7, Company shall refer also to Company’s
parent and subsidiaries as applicable. In the event any covenant or agreement in this Agreement
shall be determined by any court of competent jurisdiction to be unenforceable by reason of its
extending for too great a period of time or over too great a geographical area or by reason of its
being too extensive in any other respect, it shall be interpreted to extend only over the maximum
period of time for which it may be enforceable and/or over the maximum



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geographical area as to which it may be enforceable and/or to the maximum extent in all other
respects as to which it may be enforceable, all as determined by such court in such action.
Executive acknowledges and represents that Executive has substantial experience and knowledge such
that Executive can readily obtain subsequent employment which does not violate this Agreement.



          (g) Specific Performance. Executive acknowledges and agrees that any breach of the
provisions of this Section 7 by him will cause irreparable damage to Company or Company’s parent or
subsidiaries, the exact amount of which will be difficult to determine, and that the remedies at
law for any such breach will be inadequate. Accordingly, Executive agrees that, in addition to any
other remedy that may be available at law, in equity, or hereunder, Company shall be entitled to
specific performance and injunctive relief, without posting bond or other security, to enforce or
prevent any violation of any of the provisions of this Section 7 by Executive.



     8. Return of all Property and Information of Company. Executive agrees to return all
of Company’s property within seven (7) days following the execution of this Agreement. Such
property includes, but is not limited to, the original and any copy (regardless of the manner in
which it is recorded) of all information provided by Company to Executive or which Executive has
developed or collected in the scope of Executive’s employment related to Company and its parent,
subsidiaries or affiliates as well as all Company-issued equipment, supplies, accessories,
vehicles, keys, instruments, tools, devices, computers (except as described below), cell phones,
pagers, materials, documents, plans, records, notebooks, drawings, or papers. Upon request by
Company, Executive shall certify in writing that Executive has complied with this provision, and
has deleted all Company information from any computers or other electronic storage devices owned by
Executive. Executive may only retain information relating to Executive’s benefit plans and
compensation to the extent needed to prepare Executive’s tax returns. Notwithstanding the
foregoing, (a) no later than June 5, 2009, Executive shall deliver Executive’s laptop computer to
Company for it to be “cleaned” to Company’s satisfaction, and after such cleaning, Company shall
deliver it back to Executive, who shall retain it as part of the consideration for this Agreement.



     9. No Harassing or Disparaging Conduct. Executive further agrees and promises that
Executive will not engage in, or induce other persons or entities to engage in, any harassing or
disparaging conduct or negative or derogatory statements directed at Company or its parent,
subsidiaries or affiliates, the activities of Company or its parent, subsidiaries or affiliates, or
the Releasees at any time in the future. Notwithstanding the foregoing, this Section 9 may not be
used to penalize Executive for providing truthful testimony under oath in a judicial or
administrative proceeding or complying with an order of a Court or government agency of competent
jurisdiction.



     10. References. Following the termination date, Company agrees to give any potential
employers who inquire about Executive’s work history at Company a neutral reference consisting of
Employee’s dates of employment, title and compensation, so long as Executive directs all such
requests to the Senior Vice President-Human Resources of Company.



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     11. Construction of Agreement and Venue for Disputes. This Agreement shall be deemed
to have been jointly drafted by the Parties and shall not be construed against either Party. This
Agreement shall be governed by the law of the State of Georgia (except for the Compromise Agreement
set out at Exhibit C hereto which shall be governed by the law of England and Wales), and
the Parties agree that any actions arising out of or relating to this Agreement or Executive’s
employment with Company must be brought exclusively in either the United States District Court for
the Northern District of Georgia or the State or Superior Courts of Cobb County, Georgia. The
Parties consent to personal jurisdiction and venue solely within these forums and waive all
otherwise possible objections thereto. The prevailing Party shall be entitled to recover its costs
and attorneys fees from the non-prevailing Party in any such proceeding no later than 90 days
following the settlement or final resolution of any such proceeding. The existence of any claim or
cause of action by Executive against Company or Company’s parent or subsidiaries, including any
dispute relating to the termination of Executive’s employment or under this Agreement, shall not
constitute a defense to enforcement of said covenants by injunction.



     12. Severability. If any provision of this Agreement shall be held void, voidable,
invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof,
and accordingly, the remaining provisions of this Agreement shall remain in full force and effect
as though such void, voidable, invalid or inoperative provision had not been contained herein.



     13. No Reliance Upon Other Statements. This Agreement is entered into without
reliance upon any statement or representation of any Party hereto or any Party hereby released
other than the statements and representations contained in writing in this Agreement (including all
Exhibits hereto).



     14. Entire Agreement. This Agreement, including all Exhibits hereto (which are
incorporated herein by this reference), contains the entire agreement and understanding concerning
the subject matter hereof between the Parties hereto. No waiver, termination or discharge of this
Agreement, or any of the terms or provisions hereof, shall be binding upon either Party hereto
unless confirmed in writing. This Agreement may not be modified or amended, except by a writing
executed by both Parties hereto. No waiver by either Party hereto of any term or provision of this
Agreement or of any default hereunder shall affect such Party’s rights thereafter to enforce such
term or provision or to exercise any right or remedy in the event of any other default, whether or
not similar.



     15. Further Assurance. Upon the reasonable request of the other Party, each Party
hereto agrees to take any and all actions, including, without limitation, the execution of
certificates, documents or instruments, necessary or appropriate to give effect to the terms and
conditions set forth in this Agreement.



     16. No Assignment. Neither Party may assign this Agreement, in whole or in part,
without the prior written consent of the other Party, and any attempted assignment not in
accordance herewith shall be null and void and of no force or effect.



     17. Binding Effect. This Agreement shall be binding on and inure to the benefit of
the Parties and their respective heirs, representatives, successors and permitted assigns.



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     18. Indemnification. Company understands and agrees that any indemnification
obligations under its governing documents or the indemnification agreement between Company and
Executive with respect to Executive’s service as an officer of Company remain in effect and survive
the termination of Executive’s employment under this Agreement as set forth in such governing
documents or indemnification agreement.



     19. Nonqualified Deferred Compensation.



          (a) It is intended that any payment or benefit which is provided pursuant to or in connection
with this Agreement which is considered to be deferred compensation subject to Section 409A of the
Code shall be paid and provided in a manner, and at such time and form, as complies with the
applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences
provided therein for non-compliance.



          (b) Neither Company nor Executive shall take any action to accelerate or delay the payment of
any monies and/or provision of any benefits in any manner which would not be in compliance with
Section 409A of the Code (including any transition or grandfather rules thereunder).



          (c) Because Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of
the Code, any payments to be made or benefits to be delivered in connection with Executive’s
“Separation from Service” (as determined for purposes of Section 409A of the Code) that constitute
deferred compensation subject to Section 409A of the Code shall not be made until the earlier of
(i) Executive’s death or (ii) six months after Executive’s Separation from Service (the “409A
Deferral Period”) as required by Section 409A of the Code. Payments otherwise due to be made in
installments or periodically during the 409A Deferral Period shall be accumulated and paid in a
lump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as
otherwise scheduled. Any such benefits subject to the rule may be provided under the 409A Deferral
Period at Executive’s expense, with Executive having a right to reimbursement from Company once the
409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise
scheduled.



          (d) For purposes of this Agreement, all rights to payments and benefits hereunder shall be
treated as rights to receive a series of separate payments and benefits to the fullest extent
allowed by Section 409A of the Code.



          (e) Notwithstanding any other provision of this Agreement, neither Company nor its parent,
subsidiaries or affiliates shall be liable to Executive if any payment or benefit which is to be
provided pursuant to this Agreement and which is considered deferred compensation subject to
Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of
Section 409A of the Code.



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     IN WITNESS WHEREOF, the Parties have executed, or caused their duly authorized representatives
to execute, this Agreement as of the day and year first above written.



	 	 	 	 	 
	 	“Executive”

 	 
	 	/s/ Bradley T. Roos
 	 
	 	Bradley T. Roos 	 
	 	 	 
	 
	 	“Company”



PRG-SCHULTZ INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Victor A. Allums
 	 
	 	 	Title: Sr. Vice-President & General Counsel         	 
	 	 	 	 
	 




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