EXHIBIT 10.37
December 20, 2001
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Dear ▇▇▇▇:
I am pleased to extend this offer of full time employment with The Profit
Recovery Group USA, Inc. ("PRG") as an executive officer. This offer is
conditioned upon the closing of the acquisition of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Associates
International, Inc. ("HSA-Texas") and related companies (the "Closing") and your
signing the attached Employee Agreement. The terms of this offer when accepted
by you, together with the Employee Agreement you have signed, will replace and
supersede the terms of employment that you have with HSA-Texas, effective upon
the Closing. We are very excited about your joining our organization and the
opportunities for our mutual success.
Enclosed is our new hire package, which includes the forms to be completed and
returned to my attention at the Atlanta office. Both this offer letter and
Employee Agreement must be signed prior to the Closing.
The following confirms our offer:
1. Base Salary. Your base salary will be at the rate of $240,000 per
annum, paid $9,230.77 every two weeks and pro-rated for partial years.
2. Bonus. You will be eligible for an incentive bonus plan, which will
include payout potentials of 35% of your base pay for achievement of
annual target performance goals and pay out potentials of 70% of your
base pay for achievement of annual max performance goals, in accordance
with PRGX's incentive bonus plan, prorated for 2002 if the Closing
occurs after January 2002. See Addendum A for more details about the
performance goals and bonus opportunity for 2002. Your bonus for 2002
will be no less than $60,000, prorated for the number of months in 2002
after the Closing occurs.
3. Term. The term of your employment shall commence on the date of the
Closing ("Closing Date"), and shall continue until the second
anniversary of the Closing Date, unless sooner terminated as
hereinafter provided.
4. Employee Benefits. You will be eligible for participation in PRG's
Employee Benefits Plan, which currently offers medical, dental, life,
short term and long term disability insurance, flexible spending
accounts, 401(k) Savings Plan and Employee Stock Purchase Program. The
effective dates for your coverage and participation in these plans have
previously been communicated to you under separate cover and with
respect to all insured plans, will be subject to your eligibility for
coverage at standard rates.
5. Termination.
(a) This Agreement may be terminated by PRG for "cause" upon delivery to
you of notice of termination. As used herein, "cause" shall mean (i)
fraud, material dishonesty, gross negligence, willful misconduct,
commission of a felony or an act of moral turpitude, or (ii) engaging
in
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December 20, 2001
Page 2
activities prohibited by Sections 3,4,5,6, 7 or 9 of the Employee Agreement
signed by you and dated as of date hereof, or any other material breach of this
Agreement.
(b) You may, without cause, terminate this Agreement by giving PRG thirty
(30) days' written notice in the manner specified in Section 7 hereof
and such termination will be effective on the thirtieth (30th) day
following the date of such notice or such earlier date as PRG
specifies.
(c) In the event of your Disability, physical or mental, PRG will have the
right, subject to all applicable laws, including without limitation,
the Americans with Disabilities Act ("ADA"), to terminate your
employment immediately. For purposes of this Agreement, the term
"Disability" shall mean your inability or expected inability (or a
combination of both) to perform the services required of you hereunder
due to illness, accident or any other physical or mental incapacity for
an aggregate of ninety (90) days within any period of one hundred
eighty (180) consecutive days during which this Agreement is in effect,
as agreed by the parties or as determined pursuant to the next
sentence. If there is a dispute between you and PRG as to whether a
Disability exists, then such issue shall be decided by a medical doctor
selected by PRG and a medical doctor selected by you and your legal
representative (or, in the event that such doctors fail to agree, then
in the majority opinion of such doctors and a third medical doctor
chosen by such doctors). Each party shall pay all costs associated with
engaging the medical doctor selected by such party and the parties
shall each pay one-half (1/2) of the costs associated with engaging any
third medical doctor.
(d) In the event this Agreement is terminated, all provisions in this
Agreement or the Employee Agreement relating to any action, including
those of payment or compliance with covenants, subsequent to
termination shall survive such termination.
(e) If your employment with PRG is terminated by PRG for cause or if you
voluntarily resign, you will receive your base salary prorated through
the date of termination, payable in accordance with PRG's normal
payroll procedure.
(f) If your employment with PRG is terminated by your death or Retirement,
you (or your legal representative in the case of death) will receive
base salary for the year in which such termination occurs prorated
through the date of such termination and you will not receive any other
amount in respect of the year in which termination occurs or in respect
of any subsequent years. The prorated base salary will be in accordance
with PRG's normal payroll procedure and the prorated bonus will be paid
in a lump sum within ninety (90) days after the end of the year to
which it relates.
(g) If your employment with PRG is terminated for Disability (as defined
herein), you or your legal representative will receive all unpaid base
salary for the year in which such termination occurs prorated through
the date of termination with such prorated base salary payable in
accordance with PRG's normal payroll procedure and the prorated bonus
payable in a lump sum within ninety (90) days after the end of the year
to which it relates.
(h) If your employment is terminated for any reason, you will be paid
within sixty (60) days of termination for the value of all unused
vacation time which accrued during the calendar year in which such
termination occurs up to the date of termination in accordance with the
Company's policies.
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December 20, 2001
Page 3
6. Successors and Assigns. You may not assign this Agreement. This
Agreement may be assigned by PRG to any affiliate of PRG. The
provisions of this Agreement will be binding upon your heirs and legal
representatives.
7. Notices. Any notice to be given under this Agreement shall be given in
writing and may be effected by personal delivery or by placing such in
the United States certified mail, return receipt requested and
addressed as set forth below, or as otherwise addressed as specified by
the parties by notice given in like manner:
If to PRG: The Profit Recovery Group USA, Inc.
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Attention: General Counsel
If to you: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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8. Withholdings. PRG will deduct or withhold from all amounts payable to
you pursuant to this Agreement such amount(s) as may be required
pursuant to applicable federal, state or local news.
9. Entire Agreement. This Agreement, the Employee Agreement and such other
documents as may be referenced by such documents (the "Referenced
Documents"), constitute our entire agreement with respect to the
subject matter hereof and, except as specifically provided herein or in
the Employee Agreement and the Referenced Documents, supersedes all of
our prior discussions, understandings and agreements. Any such prior
agreements shall be null and void. This Agreement may not be changed
orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or
discharge is sought. Time is of the essence of this Agreement and each
and every Section and subsection hereof.
Please confirm your acceptance of this offer by signing and returning both this
letter to me at your earliest convenience but in any event on or before December
28, 2001.
Best wishes,
/s/ ▇▇▇▇ ▇. ▇▇▇▇
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Agreed:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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