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EXHIBIT 10.22
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (the "First Amendment") is made this 7th day of March,
1997, effective as of December 31, 1996, by and among The Profit Recovery Group
International I, Inc., a Georgia corporation (the "Company") and Xxxx X. Xxxx
(hereinafter referred to as "Employee").
W I T N E S S E T H T H A T:
WHEREAS, Company, as successor to The Profit Recovery Group International
II, L.P., and Employee are parties to that certain Employment Agreement dated
March 20, 1996 (the "Employment Agreement"); and
WHEREAS, Company and Employee desire to amend the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration to each party hereto,
the adequacy and receipt of which is acknowledged by such party, the parties
hereby agree as follows:
1. The second sentence of Section 2(d) of Exhibit B of the Employment
Agreement is hereby deleted in its entirety and replaced with the following
new second sentence of Section 2(d) of Exhibit B of the Employment
Agreement:
"Any options to purchase common stock of PRGX granted to Employee
pursuant to this Section 2(b) hereof shall be granted with a per share
exercise price based upon the fair market value of PRGX Common Stock on
December 31 of the Term Year with respect to which such additional
options are earned and shall be evidenced by a separate stock option
agreement substantially in the form of the Stock Option Agreement
attached hereto as Exhibit C."
2. Except to the extent expressly modified above, the Employment
Agreement shall remain in full force and effect as originally executed.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
have hereunto affixed their hands and seals the day and year first written
above.
THE PROFIT RECOVERY GROUP
INTERNATIONAL I, INC.
By: /s/ XXXX X. XXXX
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Xxxx X. Xxxx
Title: Vice Chairman
EMPLOYEE:
/s/ XXXX X. XXXX
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Xxxx X. Xxxx
