8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

September 17, 2008
Date of Report (Date of earliest event reported)

PRG-Schultz International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia
(State or Other Jurisdiction of Incorporation)

0-28000	58-2213805
(Commission File Number)	(IRS Employer Identification No.)

600 Galleria Parkway, Suite 100, Atlanta, Georgia	30339-5949
(Address of Principal Executive Offices)	(Zip Code)

770-779-3900

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Equity Incentive Grants

     In connection with its regularly scheduled meeting held on September 17, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of PRG-Schultz International, Inc. (the “Company”) made its annual grant of equity incentive awards to officers and employees of the Company, including the following named executive officers: Peter Limeri, Bradley T. Roos and Larry Robinson. The grants to these officers consisted of shares of restricted stock and options to purchase shares of the Company’s common stock.

     The shares of restricted stock were granted pursuant to the terms and conditions of the Company’s 2008 Equity Incentive Plan (the “Plan”) and the form of Restricted Stock Agreement for Employees, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Certain of the shares of restricted stock are subject to time vesting requirements (the “Service-Based Shares”) and other shares of the restricted stock are subject to performance vesting requirements (the “Performance-Based Shares”). The Service-Based Shares will vest in three equal installments on each of September 17, 2009, 2010 and 2011. The Performance-Based Shares will vest in part if the Company exceeds a cumulative minimum Adjusted EBITDA threshold (the “Minimum Adjusted EBITDA”) established by the Committee for the three-year period ending December 31, 2011 (the “Measurement Period”) and will fully vest if the Company achieves a significantly higher cumulative Adjusted EBITDA objective for the Measurement Period established by the Committee (the “Target Adjusted EBITDA”). In the event the Company does not achieve the Target Adjusted EBITDA, the number of Performance-Based Shares that vest will be based on the amount by which the Company’s actual cumulative Adjusted EBITDA for the Measurement Period exceeds the Minimum Adjusted EBITDA.

     Unvested shares of restricted stock (both Service-Based Shares and Performance-Based Shares) will terminate in the event the officer ceases to be employed by the Company. The restricted stock will become 100% vested upon a change of control.

     The options are not considered incentive stock options for tax purposes and were granted pursuant to the terms and conditions of the Plan and the form of Non-Qualified Stock Option Agreement for Employees, which is filed as Exhibit 10.2 hereto and incorporated herein by reference. The options have an exercise price of $9.51 per share, the closing price of the Company’s common stock on September 17, 2008, and will vest in three equal installments on each of September 17, 2009, 2010 and 2011. Unvested options will terminate in the event the officer ceases to be employed by the Company. The options will become 100% vested upon a change of control. The options expire on September 16, 2015.

     The numbers of shares of restricted stock and options granted to each of Messrs. Limeri, Roos and Robinson are as follows:

	Shares of Restricted Stock				Non-
	Service-		Performance-		Qualified
	Based Shares		Based Shares		Options
Peter Limeri		16,222		18,333		12,222
Bradley T. Roos		16,784		19,739		13,159
Larry Robinson		19,138		25,622		17,081

Agreement with Larry Robinson

      In connection with the agreement by Larry Robinson, the Company’s Senior Vice President and President — Americas, to relocate to the United States from Canada for a three-year period, on September 17, 2008, the Committee agreed to provide certain additional compensation to Mr. Robinson, as follows:

• A housing allowance not to exceed $4,000 per month, plus utilities and renter’s insurance;

• A one-time relocation allowance in the net amount of $20,000;

• Reimbursement of premiums for medical insurance in an amount not to exceed $14,000 per year;

• An auto allowance not to exceed $750 per month;

• Reimbursement of applicable costs and fees related to all necessary work permits and visas; and

• Tax preparation assistance from a Company designated third party and, if Mr. Robinson’s tax liability is higher than it would have been if he had remained in Canada, a tax equalization payment equal to the difference.

     This additional compensation is payable to Mr. Robinson for the three-year period beginning August 1, 2008 and ending July 31, 2011.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits
	The following exhibits are filed herewith:

10.1	Form of Restricted Stock Agreement for Employees
10.2	Form of Non-Qualified Stock Option Agreement for Employees
10.3	Form of Restricted Stock Unit Agreement for Employees

SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRG-Schultz International, Inc.
By:	/s/ Victor A. Allums
	Victor A. Allums
	Senior Vice President, Secretary and General Counsel

Dated: September 23, 2008

EXHIBIT INDEX

Exhibit
Number	Description of Exhibits
10.1	Form of Restricted Stock Agreement for Employees
10.2	Form of Non-Qualified Stock Option Agreement for Employees
10.3	Form of Restricted Stock Unit Agreement for Employees

EX-10.1

Exhibit 10.1

Your Name:

Total No. of Shares of Restricted Stock:

PRG-SCHULTZ RESTRICTED STOCK AGREEMENT
FOR EMPLOYEES

PRG-SCHULTZ INTERNATIONAL, INC. (“PRG-Schultz”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock described below under the PRG-Schultz 2008 Equity Incentive Plan (the “Plan”).

Stock Subject to Grant:	Common Stock, no par value per share
Grant Date:	[                    ], 20___

Vesting: Subject to the Plan and this Agreement, the Restricted Stock will become vested and non-forfeitable as follows:

(1)                      of the shares of Restricted Stock (the “Service-Based Shares”) will become vested and non-forfeitable in accordance with the following schedule, provided you remain continuously employed with PRG-Schultz from the Grant Date until such time(s):

	Service-Based Shares that
On the date below	become vested on such date
[                    ], 20___	1/3 of the Service-Based Shares (rounded down to the nearest whole share)
[                    ], 20___	1/3 of the Service-Based Shares (rounded down to the nearest whole share)
[                    ], 20___	All of the remaining Service-Based Shares

(2)                      of the shares of Restricted Stock (the “Performance-Based Shares”) will become vested and non-forfeitable, as soon after December 31, 20___as the Committee determines the cumulative Adjusted EBITDA of PRG-Schultz for the three-year period ending December 31, 20___(but in no event later than March 15, 20___), provided you remain continuously employed with PRG-Schultz from the Grant Date through December 31, 20___, and provided further that cumulative Adjusted EBITDA (as defined in the Plan) for PRG-Schultz for the three-year period ending on December 31, 20___equals or exceeds $[                    ]. Notwithstanding the foregoing, if cumulative Adjusted EBITDA for PRG-Schultz for such three-year period does not equal or exceed $[                    ], but the cumulative Adjusted EBITDA for such three-year period exceeds $[                    ], then the number of shares of Restricted Stock that will become vested and non-forfeitable at the time set forth above, provided you remain continuously employed with PRG-Schultz from the Grant Date through December 31, 20___, shall be the number of Performance-Based Shares multiplied by a fraction, the numerator of which is the amount of cumulative Adjusted EBITDA for the three-year period that exceeds $[                    ] and the denominator of which is $[                    ]. For example, if cumulative Adjusted EBITDA for the three-year period ending on December 31, 20___equals $[                    ] and you have remained employed with PRG-Schultz through December 31, 20___, then fifty percent (50%) [($[                    ] minus $[                    ]) divided by $[                    ]] of the Performance-Based Shares shall become vested and non-forfeitable. If cumulative Adjusted EBITDA for such three-year period does not exceed $[                    ], then none of the Performance-Based Shares will become vested and non-forfeitable, regardless of whether you have remained continuously employed with PRG-Schultz from the Grant Date through December 31, 20___.

Dividend and Voting Rights: Before the Restricted Stock becomes vested, you will have all of the rights of a shareholder of Common Stock with respect to the shares of Restricted Stock, including without limitation, the right to vote the shares of Restricted Stock and to receive dividends and distributions thereon.

The Additional Terms and Conditions and the Plan described below are incorporated in this Agreement by reference and contain important information about your Restricted Stock. Copies of all of the documents set

forth below are being provided to you concurrently with this Restricted Stock Agreement. Please review them carefully and contact PRG-Schultz Human Resources if you have any questions.

Additional Terms and Conditions describes the restrictions on your Restricted Stock, what happens if you cease to remain employed with PRG-Schultz before your Restricted Stock becomes vested and where to send notices;

The Plan contains the detailed terms that govern your Restricted Stock. If anything in this Agreement or the other attachments is inconsistent with the Plan, the terms of the Plan, as amended from time to time, will control; all terms used herein that are not defined herein but that are defined in the Plan have the same meaning given them in the Plan;

Plan Prospectus; and

[___] Annual Report on Form 10-K of PRG-Schultz for the Year Ended December 31, 20[___].

Please sign in the space provided below, keep a copy of this Agreement for your records, and return both originals to PRG-Schultz Human Resources.

Participant:	PRG-SCHULTZ INTERNATIONAL, INC.
	By:
Print Your Name:	Name:	Jennifer Moore
Your Residence Address:	Its:	Senior Vice President, Human Resources

ADDITIONAL TERMS AND CONDITIONS OF YOUR RESTRICTED STOCK

PLAN ADMINISTRATION.

• The Plan is administered on behalf of the Committee by the Plan administrator. The Plan administrator is responsible for assisting you with respect to your Restricted Stock and maintaining the records of the Plan. If you have questions about your Restricted Stock or how the Plan works, please contact the Plan administrator at Plan.Administrator@prgx.com or (770) 779-3037.

• Except as provided herein and in the Plan, the Restricted Stock is non-transferable. The Restricted Stock may be transferred by will or the laws of descent and distribution and, notwithstanding the foregoing, during the Participant’s lifetime may be transferred by the Participant to any of the Participant’s “family members” (as such term is defined in the general instruction to the Form S-8 Registration Statement under the Securities Act of 1933). Any such transfer will be permitted only if (i) the Participant does not receive any consideration for the transfer and (ii) the Plan administrator expressly approves the transfer. Any transferee to whom the Restricted Stock is transferred shall be bound by the same terms and conditions, including with respect to vesting, that govern the Restricted Stock in the hands of the Participant; provided, however, that the transferee may not transfer the Restricted Stock except by will or the laws of descent and distribution. No right or interest of the Participant or any transferee in the Restricted Stock shall be subject to any lien, obligation or liability of the Participant or any transferee.

• You may pay any applicable tax withholding (i) in cash, (ii) by certified or bank cashier’s check, or (iii) by such other medium of payment as the Plan administrator in his sole discretion may permit. The Plan administrator will determine the amount of any required tax withholding.

• Until the shares of Restricted Stock become vested, in lieu of issuing certificates for such shares, PRG Schultz may reflect in its books and records the issuance of the Restricted Stock. If stock certificates evidencing the shares of Restricted Stock are issued before the Restricted Stock becomes vested, PRG Schultz shall retain custody of such stock certificates until the shares of Restricted Stock become vested. As soon as administratively practicable (and within 30 days) after the shares of Restricted Stock become vested, the Company will deliver to the Participant or make available to the Participant’s broker the shares of Restricted Stock that have become vested.

EFFECT OF TERMINATION OF EMPLOYMENT.

• Termination of Employment. If your employment with PRG-Schultz terminates for any reason prior to the Restricted Stock becoming vested, any Restricted Stock that is not then vested will be forfeited immediately upon the termination of your employment for any reason.

• Change of Control. Upon the occurrence of a Change of Control, as such term is defined in the Plan, one-hundred percent (100%) of the shares of Restricted Stock shall become vested and non-forfeitable if you have remained in the continuous employ of PRG-Schultz from the Grant Date until the time of the Change of Control. Accordingly, subsequent termination of your employment for any reason after the Change of Control will not result in forfeiture of your shares of Common Stock.

• Employment. For purposes of this Agreement, employment with any Affiliate of PRG-Schultz will be considered employment with PRG-Schultz.

NOTICES. All notices pursuant to this Agreement will be in writing and either (i) delivered by hand, (ii) mailed by United States certified mail, return receipt requested, postage prepaid, or (iii) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications will be directed to the following addresses (or to such other addresses as either of us may designate by notice to the other):

To the Company:	PRG-Schultz International, Inc. 600 Galleria Parkway, Suite 100 Atlanta, GA 30339
To you:	Attention: Senior Vice President-Human Resources The address set forth on page 1

MISCELLANEOUS.

• The Participant has received a copy of the Plan, has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. Failure by you or PRG-Schultz at any time or times to require performance by the other of any provisions in this Agreement will not affect the right to enforce those provisions. Any waiver by you or PRG-Schultz of any condition or the breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision. This Agreement may be executed in multiple copies and each executed copy shall be an original of this Agreement. This Agreement shall be subject to and governed by the laws of the State of Georgia. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto. The headings of each Section of this Agreement are for convenience only. This Agreement and the Plan contain the entire agreement of the parties hereto and no representation, inducement, promise, or agreement or otherwise between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein.

• With respect to any shares of Restricted Stock forfeited under this Agreement, the Participant does hereby irrevocably constitute and appoint the Secretary of the Company or any successor Secretary of the Company (the “Secretary”) as his or her 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 of Restricted Stock that are forfeited under this Agreement.

EX-10.2

Exhibit 10.2

Your Name:

Total No. of Shares Covered by the Option:

PRG-SCHULTZ NON-QUALIFIED STOCK OPTION AGREEMENT
FOR EMPLOYEES

PRG-SCHULTZ INTERNATIONAL, INC. (“PRG-SCHULTZ”) is pleased to grant to the person signing below (“you” or “Participant”) the nonqualified stock option described below under the PRG-Schultz 2008 Equity Incentive Plan (the “Plan”). For tax law purposes, this Option shall be treated as a Non-Qualified Stock Option. This Option is not intended to be and shall not be treated as an Incentive Stock Option for tax law purposes.

Grant Date:	[                                        ], 20___
Exercise Price per Share:	$[                    ]
Option Expiration Date:	[                                        ], 20___
Number of Shares of Common Stock:	(the “Shares”)

Vesting Schedule: Subject to the Plan and this Agreement, this Option may be exercised in whole or in part in accordance with the following schedule, provided you remain continuously employed with PRG-Schultz from the Grant Date until such time(s):

	Cumulative Number of Shares
On and after	Purchasable Upon Exercise of Option
[                    ], 20___	1/3 of the Shares (rounded down to the nearest whole share)
[                    ], 20___	2/3 of the Shares (rounded down to the nearest whole share)
[                    ], 20___	100% of the Shares

The Additional Terms and Conditions and the Plan described below are incorporated in this Agreement by reference and contain important information about your Option. Copies of all of the documents set forth below are being provided to you concurrently with this Stock Option Agreement. Please review them carefully and contact PRG-Schultz Human Resources if you have any questions.

Additional Terms and Conditions describes how to exercise your Option, what happens if you cease to remain employed with PRG-Schultz before you exercise your Option, and where to send notices;

The Plan contains the detailed terms that govern your Option. If anything in this Stock Option Agreement or the other attachments is inconsistent with the Plan, the terms of the Plan, as amended from time to time, will control; all terms used herein that are not defined herein but that are defined in the Plan have the same meaning given them in the Plan;

Plan Prospectus; and

[___] Annual Report on Form 10-K of PRG-Schultz for the Year Ended December 31, 20___.

Please sign in the space provided below to show that you accept the Option on these terms, keep a copy of this Agreement for your records, and return both originals to PRG-Schultz Human Resources.

Participant:	PRG-SCHULTZ INTERNATIONAL, INC.
	By:
Print Your Name:	Name:	Jennifer Moore
Your Residence Address:	Its:	Senior Vice President, Human Resources

ADDITIONAL TERMS AND CONDITIONS OF YOUR OPTION

HOW TO EXERCISE YOUR OPTION.

• This Option must be exercised for whole shares only and in increments of at least 100 shares per exercise or, if less, all of the remaining shares to which the Option is subject.

• The Plan is administered on behalf of the Committee by the Plan administrator. The Plan administrator is responsible for assisting you in the exercise of your Option and maintaining the records of the Plan. If you have questions about your Option, how you go about exercising the vested portion of your Option or how the Plan works, please contact the Plan administrator at Plan.Administrator@prgx.com or (770) 779-3037.

• The exercise date of your Option is the date of delivery to the Plan administrator of your notice of exercise. The notice must be accompanied by payment of the Option price and any applicable tax withholding in full. You may pay the Option price and any applicable tax withholding (i) in cash, (ii) by certified or bank cashier’s check, or (iii) by such other medium of payment as the Plan administrator in his sole discretion may permit. You will need to contact the Plan administrator before you exercise your Option to determine the amount of any required tax withholding.

• Except as provided herein and in the Plan, this Option is non-transferable. This Option may be transferred by will or the laws of descent and distribution and, notwithstanding the foregoing, during the Participant’s lifetime may be transferred by the Participant to any of the Participant’s “family members” (as such term is defined in the general instructions to the Form S-8 Registration Statement under the Securities Act of 1933). Any such transfer will be permitted only if (i) the Participant does not receive any consideration for the transfer and (ii) the Plan administrator expressly approves the transfer. Any transferee to whom this Option is transferred shall be bound by the same terms and conditions, including with respect to vesting, that govern the Option in the hands of the Participant; provided, however, that the transferee may not transfer this Option except by will or the laws of descent and distribution. No right or interest of the Participant or any transferee in this Option shall be subject to any lien, obligation or liability of the Participant or any transferee.

EFFECT OF TERMINATION OF EMPLOYMENT. All of your unvested Options will terminate immediately upon the termination of your employment for any reason.

1. Termination of Employment Due to Death or Disability. If your employment with PRG-Schultz terminates by reason of your death or Disability (see below for definition), you (or your estate) may exercise the vested portion of your Option at any time within the earlier of (a) the one-year anniversary of the date of termination of your employment by reason of your death or Disability or (b) the Option Expiration Date. After such earlier date, any remaining unexercised portion of your vested Option shall terminate.

2. Termination of Employment Due to Retirement. If your employment with PRG-Schultz terminates by reason of your Retirement (see below for definition), you may exercise the vested portion of your Option at any time within the earlier of (a) the one-year anniversary of the date of termination of your employment by reason of your Retirement or (b) the Option Expiration Date. After such earlier date, any remaining unexercised portion of your vested Option shall terminate.

3. Other Termination of Employment. If your employment with PRG-Schultz terminates for any reason other than your death, Disability or Retirement, unless your employment is terminated for Cause (as defined below), you will

have the right, within the earlier of (a) the 90th day after the date of termination of your employment or (b) the Option Expiration Date, to exercise any vested portion of your Option. After such earlier date, any remaining unexercised portion of your vested Option shall terminate. If your employment is terminated for Cause, both the vested and unvested portion of your Option will terminate on notice of termination of your employment for Cause.

4. Employment. For purposes of this Agreement, employment with any Affiliate of PRG-Schultz will be considered employment with PRG-Schultz.

5.	Definitions.
	“Cause” has the same definition as under the Plan.
	“Disability” means your inability to perform the essential functions of your job, with or without reasonable accommodation, for a period of 90 days in the aggregate in any rolling 180-day period.
	“Retirement” means your retirement from PRG-Schultz on or after age 65.

CHANGE IN CONTROL. Upon a “Change in Control,” as such term is defined in the Plan, all of your unvested Options shall immediately vest and become exercisable, provided you have remained in continuous employment with PRG-Schultz from the Grant Date until the time of the Change in Control.

NOTICES. All notices pursuant to this Agreement will be in writing and either (i) delivered by hand, (ii) mailed by United States certified mail, return receipt requested, postage prepaid, or (iii) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications will be directed to the following addresses (or to such other addresses as either of us may designate by notice to the other):

To PRG-Schultz:	PRG-Schultz International, Inc.
	600 Galleria Parkway, Suite 100
	Atlanta, GA 30339-8426
	Attention: Senior Vice President, Human Resources
To you:	The address set forth on page 1

MISCELLANEOUS. The Participant has received a copy of the Plan, has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. Failure by you or PRG-Schultz at any time or times to require performance by the other of any provisions in this Agreement will not affect the right to enforce those provisions. Any waiver by you or PRG-Schultz of any condition or the breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision. This Agreement may be executed in multiple copies and each executed copy shall be an original of this Agreement. This Agreement shall be subject to and governed by the laws of the State of Georgia. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto. The headings of each Section of this Agreement are for convenience only. This Agreement contains the entire Agreement of the parties hereto and no representation, inducement, promise, or agreement or otherwise between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein.

EX-10.3

Exhibit 10.3

Your Name:

Total No. of Restricted Stock Units:

PRG-SCHULTZ RESTRICTED STOCK UNIT AGREEMENT
FOR EMPLOYEES

PRG-SCHULTZ INTERNATIONAL, INC. (“PRG-Schultz”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock Units described below under the PRG-Schultz 2008 Equity Incentive Plan (the “Plan”).

Stock Subject to Grant:	Common Stock, no par value per share
Grant Date:	[                    ], 20___

Vesting: Subject to the Plan and this Agreement, the Restricted Stock Units will become vested and payable as follows:

(1)            of the Restricted Stock Units (the “Service-Based RSUs”) will become vested and payable in accordance with the following schedule, provided you remain continuously employed with PRG-Schultz from the Grant Date until such time(s):

	Service-Based RSUs that
On the date below	become vested on such date
[                    ], 20___	1/3 of the Service-Based RSUs (rounded down to the nearest whole share)
[                    ], 20___	1/3 of the Service-Based RSUs (rounded down to the nearest whole share)
[                    ], 20___	All of the remaining Service-Based RSUs

(2)                      of the Restricted Stock Units (the “Performance-Based RSUs”) will become vested and payable, as soon after December 31, 20___ as the Committee determines the cumulative Adjusted EBITDA of PRG-Schultz for the three-year period ending December 31, 20___(but in no event later than March 15, 20___), provided you remain continuously employed with PRG-Schultz from the Grant Date through December 31, 20___, and provided further that cumulative Adjusted EBITDA (as defined in the Plan) for PRG-Schultz for the three-year period ending on December 31, 20___equals or exceeds $[                    ]. Notwithstanding the foregoing, if cumulative Adjusted EBITDA for PRG-Schultz for such three-year period does not equal or exceed $[                    ], but the cumulative Adjusted EBITDA for such three-year period exceeds $[                    ], then the number of Restricted Stock Units that will become vested and payable at the time set forth above, provided you remain continuously employed with PRG-Schultz from the Grant Date through December 31, 20___, shall be the number of Performance-Based RSUs multiplied by a fraction, the numerator of which is the amount of cumulative Adjusted EBITDA for the three-year period that exceeds $[                    ] and the denominator of which is $[                    ]. For example, if cumulative Adjusted EBITDA for the three-year period ending on December 31, 20___equals $[                    ] and you have remained employed with PRG-Schultz through December 31, 20___, then fifty percent (50%) [($[                    ] minus $[                    ]) divided by $[                    ]] of the Performance-Based RSUs shall become vested and payable. If cumulative Adjusted EBITDA for such three-year period does not exceed $[                    ], then none of the Performance-Based RSUs will become vested and payable, regardless of whether you have remained continuously employed with PRG-Schultz from the Grant Date through December 31, 20___.

Dividend and Voting Rights: Before the Restricted Stock Units become vested and Common Stock is paid, you will not have any voting rights with respect to the Common Stock to which the Restricted Stock Units relate. However, you will have the right to receive dividends and distributions on any shares of Common Stock subject to your Restricted Stock Units as if you owned the shares of Common Stock to which the Restricted Stock Units relate.

The Additional Terms and Conditions and the Plan described below are incorporated in this Agreement by reference and contain important information about your Restricted Stock Units. Copies of all of the documents set forth below are being provided to you concurrently with this Restricted Stock Unit Agreement. Please review them carefully and contact PRG-Schultz Human Resources if you have any questions.

Additional Terms and Conditions describes the terms of your Restricted Stock Units, what happens if you cease to remain employed with PRG-Schultz before your Restricted Stock Units become vested and where to send notices;

The Plan contains the detailed terms that govern your Restricted Stock Units. If anything in this Agreement or the other attachments is inconsistent with the Plan, the terms of the Plan, as amended from time to time, will control; all terms used herein that are not defined herein but that are defined in the Plan have the same meaning given them in the Plan;

Plan Prospectus; and

[                    ] Annual Report on Form 10-K of PRG-Schultz for the Year Ended December 31, 20_.

Please sign in the space provided below, keep a copy of this Agreement for your records, and return both originals to PRG-Schultz Human Resources.

Participant:	PRG-SCHULTZ INTERNATIONAL, INC.
	By:
Print Your Name:	Name: Jennifer Moore
Your Residence Address:	Its: Senior Vice President, Human Resources

ADDITIONAL TERMS AND CONDITIONS OF YOUR RESTRICTED STOCK UNITS

PLAN ADMINISTRATION.

• The Plan is administered on behalf of the Committee by the Plan administrator. The Plan administrator is responsible for assisting you with respect to your Restricted Stock Units and maintaining the records of the Plan. If you have questions about your Restricted Stock Units or how the Plan works, please contact the Plan administrator at Plan.Administrator@prgx.com or (770) 779-3037.

• Except as provided herein and in the Plan, the Restricted Stock Units are non-transferable. The Restricted Stock Units may be transferred by will or the laws of descent and distribution and, notwithstanding the foregoing, during the Participant’s lifetime may be transferred by the Participant to any of the Participant’s “family members” (as such term is defined in the general instruction to the Form S-8 Registration Statement under the Securities Act of 1933). Any such transfer will be permitted only if (i) the Participant does not receive any consideration for the transfer and (ii) the Plan administrator expressly approves the transfer. Any transferee to whom the Restricted Stock Units are transferred shall be bound by the same terms and conditions, including with respect to vesting, that govern the Restricted Stock Units in the hands of the Participant; provided, however, that the transferee may not transfer the Restricted Stock Units except by will or the laws of descent and distribution. No right or interest of the Participant or any transferee in the Restricted Stock Units shall be subject to any lien, obligation or liability of the Participant or any transferee.

• You may pay any applicable tax withholding (i) in cash, (ii) by certified or bank cashier’s check, or (iii) by such other medium of payment as the Plan administrator in his sole discretion may permit. The Plan administrator will determine the amount of any required tax withholding.

• As soon as administratively practicable (and within 30 days) after the Restricted Stock Units become vested, the Company will deliver to the Participant or make available to the Participant’s broker the shares of Common Stock with respect to which the Restricted Stock Units have become payable.

EFFECT OF TERMINATION OF EMPLOYMENT.

• Termination of Employment. If your employment with PRG-Schultz terminates for any reason prior to the Restricted Stock Units becoming vested, any Restricted Stock Units that are not then vested will be forfeited immediately upon the termination of your employment for any reason.

• Change of Control. Upon the occurrence of a Change of Control, as such term is defined in the Plan, one-hundred percent (100%) of the Restricted Stock Units shall become vested and payable if you have remained in the continuous employ of PRG-Schultz from the Grant Date until the time of the Change of Control. Accordingly, subsequent termination of your employment for any reason after the Change of Control will not result in forfeiture of your Restricted Stock Units or the shares of Common Stock related thereto.

• Employment. For purposes of this Agreement, employment with any Affiliate of PRG-Schultz will be considered employment with PRG-Schultz.

NOTICES. All notices pursuant to this Agreement will be in writing and either (i) delivered by hand, (ii) mailed by United States certified mail, return receipt requested, postage prepaid, or (iii) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications will be directed to the following addresses (or to such other addresses as either of us may designate by notice to the other):

To the Company:	PRG-Schultz International, Inc.
	600 Galleria Parkway, Suite 100
	Atlanta, GA 30339
	Attention: Senior Vice President-Human Resources
To you:	The address set forth on page 1

MISCELLANEOUS.

• The Participant has received a copy of the Plan, has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. Failure by you or PRG-Schultz at any time or times to require performance by the other of any provisions in this Agreement will not affect the right to enforce those provisions. Any waiver by you or PRG-Schultz of any condition or the breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision. This Agreement may be executed in multiple copies and each executed copy shall be an original of this Agreement. This Agreement shall be subject to and governed by the laws of the State of Georgia. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto. The headings of each Section of this Agreement are for convenience only. This Agreement and the Plan contain the entire agreement of the parties hereto and no representation, inducement, promise, or agreement or otherwise between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein.