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EXHIBIT 10.3
YOUR NAME:
TOTAL NO. OF SHARES:
PRG STOCK AWARD AGREEMENT - CLIFF VESTING
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. ("PRG") is pleased to grant to the
person signing below (referred to as "you" or "Grantee") the restricted stock
award described below pursuant to this Agreement and the PRG Stock Incentive
Plan (the "Plan").
GRANT DATE: AUGUST 14, 2000
MARKET PRICE ON GRANT DATE: $9.625
TOTAL NUMBER OF SHARES OF STOCK AWARD:
START DATE FOR VESTING SCHEDULE: AUGUST 14, 2000
VESTING SCHEDULE: Subject to the Plan and this Agreement, the Stock Award shall
vest in accordance with the following schedule:
A. Normal Vesting. Unless the vesting of the Stock Award has been
accelerated pursuant to Section B below and subject to the provisions of the
Additional Terms and Conditions (attached) relating to termination of
employment, all of the shares of your Stock Award shall vest on August 14, 2005.
B. Accelerated Vesting.
(i) The provisions of this Section B(i) for accelerated vesting of your
Stock Award shall apply only if PRG's earnings per share for the fiscal year
ended December 31, 2000 are $0.84 or more, as calculated and adjusted as
provided in Section B(ii) hereof ("2000 EPS Goal").
(a) if, subject to Section B(ii) hereof, (1) PRG meets the 2000
EPS Goal, (2) PRG's fully diluted earnings per share for the fiscal year ended
December 31, 2001 exceed PRG's actual fully diluted earnings per share for the
fiscal year ended December 31, 2000 by at least 25% and (3) PRG's total revenues
for the fiscal year ended December 31, 2001 exceed PRG's total revenues for the
fiscal year ended December 31, 2000 by at least 20%, the portion of your Stock
Award that vests on August 14, 2005 will vest instead on August 14, 2004; and
(b) if, subject to Section B(ii) hereof, (1) PRG meets the 2000
EPS Goal, (2) the criteria set forth in subparagraph B(i)(a) above have been
satisfied, (3) PRG's fully diluted earnings per share for the fiscal year ended
December 31, 2002 exceed PRG's fully diluted earnings per share for the fiscal
year ended December 31, 2001 by at least 25%, and (4) PRG's total revenues for
the fiscal year ended December 31, 2002 exceed PRG's total revenues for the
fiscal year ended December 31, 2001 by at least 20%, the portions of your Stock
Award that vest on August 14, 2004 and August 14, 2005 will vest instead on
August 14, 2003.
(ii) All calculations of revenues and fully diluted earnings per share shall
be based on the financial results of PRG after taking into account any charges
for this and similar stock awards, but before taking into account the effect of
any stock repurchases made by PRG since August 1, 2000. PRG will normalize the
effect of any acquisitions completed by PRG after August 1, 2000 by including
the revenues and earnings of such acquired company from January 1 of the year in
which the acquisition occurred through the closing date of the acquisition in
the revenues and earnings of PRG for the year in which the acquisition occurred
and will include the revenues and earnings of the acquired company during the
calendar year preceding the acquisition in the revenues and earnings of PRG for
the fiscal year preceding the acquisition in making the calculations herein. All
calculations and adjustments to PRG's reported earnings per share and revenues
for the determination of the numbers provided for herein shall be made by PRG in
its sole discretion and shall be binding on you.
(iii) Change of Control of PRG. Notwithstanding Section B(i) hereof, but
subject to the provisions of the Additional Terms and Conditions relating to
termination of employment, in the event that either (i) any person or group of
affiliated persons who, immediately prior to any transaction(s) hereinafter
described, did not own 5% or more of the issued and outstanding shares of Stock,
acquire beneficial ownership (as defined in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended), in a transaction or series of
related transactions, shares of Stock which represent more than 50% of all
issued and outstanding shares of Stock (other than (A) in a transaction in which
PRG has issued the shares of Stock to such person or group of affiliated persons
or (B)
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acquisitions which are not effected with the purpose of accomplishing a change
in control of PRG, as evidenced in the Schedule 13D or Schedule 13G filed by
such person or group of affiliated persons), or (ii) PRG sells all or
substantially all of its assets to an unrelated third party in a transaction or
series of related transactions, then all of the then unvested shares of your
Stock Award shall immediately vest.
ATTACHED ARE THE FOLLOWING DOCUMENTS (INCORPORATED IN THIS AGREEMENT BY
REFERENCE) THAT CONTAIN IMPORTANT INFORMATION ABOUT YOUR STOCK AWARD. PLEASE
REVIEW THEM CAREFULLY AND CONTACT PRG HUMAN RESOURCES IF YOU HAVE ANY QUESTIONS:
Additional Terms and Conditions describes what happens if you are no longer
employed by PRG before your Stock Award vests, where to send notices and other
matters.
The Plan contains the detailed terms that govern your Stock Award. 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.
Plan Prospectus Document covering the Stock Award containing important
information, including federal income tax consequences.
1999 Annual Report of PRG (attached, unless you have previously received the
1999 Annual Report).
PLEASE SIGN BELOW TO SHOW THAT YOU ACCEPT THIS STOCK AWARD, KEEP A COPY AND
RETURN BOTH ORIGINALS TO PRG HUMAN RESOURCES.
GRANTEE: THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.
By:
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Print Your Name: Name:
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Your Residence Address: Its:
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ADDITIONAL TERMS AND CONDITIONS OF YOUR STOCK AWARD
EFFECT OF TERMINATION OF EMPLOYMENT. You must be employed by PRG, its
Subsidiaries or Affiliates on the applicable vesting date to be entitled to the
vesting of your Stock Award on such date. If your employment by PRG, its
Subsidiaries or Affiliates terminates for any reason, including without
limitation, by reason of death, Disability or Retirement, then the portion of
your Stock Award which has not vested as of the date of termination of
employment shall automatically be forfeited and cancelled as of the date of such
termination of employment.
- "Disability" means the inability, as a result of a physical or mental
condition, to perform all material acts necessary to carry out your
duties of employment for an aggregate of ninety (90) days within any
one hundred eighty (180) consecutive day period.
- "Retirement" means retirement from employment with PRG, its
Subsidiaries or Affiliates at age sixty-five (65) or older with the
consent of PRG.
ESCROW OF STOCK AWARD SHARE CERTIFICATES. Certificates for the Stock Award shall
be issued in your name and shall be held in escrow by PRG until the Stock Award
is vested or forfeited as provided herein. Upon vesting of your Stock Award, a
certificate or certificates representing the shares of the Stock Award as to
which you are vested shall be promptly delivered to you free of the restrictions
described in the next following section.
RIGHTS WITH RESPECT TO STOCK AWARD PRIOR TO LAPSE OF RESTRICTIONS. Until vested
pursuant hereto, you may not transfer your Stock Award. You are entitled,
however, to all other rights as a stockholder with respect to the Stock Award,
including the right to vote such shares and to receive dividends and other
distributions payable with respect to such shares after the Grant Date.
WITHHOLDING. Whenever PRG proposes, or is required, to distribute shares of the
Stock Award to you or pay you dividends with respect to the unvested portion of
your Stock Award under the Plan, PRG may require you to satisfy any local,
state, Federal and foreign income tax, employment tax and insurance withholding
requirements prior to the delivery of any certificate for the Stock Award or, in
its discretion, PRG may withhold from the Stock Award to be delivered to you
that number of shares of the Stock Award sufficient to satisfy all or a portion
of such tax withholding requirements, based on the fair market value of the
Stock Award as determined under the Plan.
NOTICES. All notices pursuant to this Agreement shall be in writing and shall be
(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 shall be directed to the following addresses (or to such
other addresses as such parties may designate by notice to the other parties):
To PRG: The Profit Recovery Group International, Inc.
0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000 Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Senior Vice President, Human Resources
To you: The address set forth on page 1
MISCELLANEOUS. Failure by you or PRG 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 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.
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