Exhibit 10.1

EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 8, 2009, to be effective January 21, 2009 (the “Effective Date”), by and between PRG-Schultz International, Inc., a Georgia corporation (the “Company”), and Romil Bahl (the “Executive”).

W I T N E S S E T H:

      WHEREAS , the Company considers the availability of the Executive’s services to be important to the management and conduct of the Company’s business and desires to secure the availability of the Executive’s services; and

      WHEREAS , the Executive is willing to make the Executive’s services available to the Company on the terms and subject to the conditions set forth herein.

      NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth and intending to be legally bound, the Company and the Executive agree as follows:

     1.  Employment and Duties .

          (a) Position . The Company hereby employs the Executive, and the Executive hereby accepts such employment, as the Chief Executive Officer and President of the Company, effective as of the Effective Date, on the terms and subject to the conditions of this Agreement. The Executive agrees to perform such duties and responsibilities as are customarily performed by persons acting in such capacity or as are assigned to Executive from time to time by the Board of Directors of the Company or its designees. The Executive acknowledges and agrees that from time to time the Company may assign Executive additional positions with the Company or the Company’s subsidiaries, with such title, duties and responsibilities as shall be determined by the Company. The Executive agrees to serve in any and all such positions without additional compensation. The Executive will report directly to the Board of Directors of the Company.

          (b) Duties . The Executive shall devote the Executive’s best efforts and full professional time and attention to the business and affairs of the Company and the Company’s subsidiaries. During the Term, Executive shall not serve as a director or principal of any other company or charitable, religious or civic organization without the prior written consent of the Board of Directors of the Company. The principal place of employment of the Executive shall be the Company’s executive offices in Atlanta, Georgia, subject to reasonable travel on the business of the Company or the Company’s subsidiaries. The Executive shall be expected to follow and be bound by the terms of the Company’s Code of Conduct and Code of Ethics for Senior Financial Officers and any other applicable policies as the Company from time to time may adopt.

     2.  Term . The term of this Agreement is effective as of the Effective Date, and will continue through the fourth anniversary of the Effective Date, unless terminated or extended as hereinafter provided. This Agreement shall be extended for successive one-year periods following the original term (through each subsequent anniversary thereafter) unless any party notifies the other in writing at least 90 days prior to the end of the original term, or the end of any additional

one-year renewal term, that the Agreement shall not be extended beyond its then current term. The term of this Agreement, including any renewal term, is referred to herein as the “Term.”

     3.  Compensation .

          (a) Base Salary . The Company shall pay the Executive an annual base salary of $600,000. The annual base salary shall be paid to the Executive in accordance with the established payroll practices of the Company (but no less frequently than monthly) subject to ordinary and lawful deductions. The Compensation Committee of the Company will review the Executive’s base salary from time to time, not less frequently than annually, to consider whether any increase should be made. The base salary during the Term will not be less than that in effect at any time during the Term.

          (b) Annual Bonus . During the Term, the Executive will be eligible to participate in an annual incentive bonus plan that will establish measurable criteria and incentive compensation levels payable to the Executive for performance in relation to defined targets established by the Compensation Committee of the Company’s Board of Directors, after consultation with management, and consistent with the Company’s business plans and objectives. To the extent the targeted performance levels are exceeded, the incentive bonus plan will provide a means by which the annual bonus will be increased. Similarly, the incentive plan will provide a means by which the annual bonus will be decreased or eliminated if the targeted performance levels are not achieved. In connection with such annual incentive bonus plan, subject to the corresponding performance levels being achieved, the Executive shall be eligible for an annual target bonus equal to 100 percent of the Executive’s annual base salary and an annual maximum bonus equal to 150 percent of the Executive’s annual base salary, subject to pro-ration for 2009 based on the number of days that Executive is actually employed by the Company during 2009 (beginning with the Effective Date). Any bonus payments due hereunder shall be payable to the Executive no later than the 15 ^th day of the third month following the end of the applicable year to which the incentive bonus relates. The Executive’s annual incentive bonus for calendar year 2009 will be no less than 100% of Executive’s annual base salary, subject to the Executive’s continued employment through December 31, 2009, and subject to pro-ration based on the number of days that Executive is actually employed by the Company during 2009 (beginning with the Effective Date).

          (c) One-Time Bonus . The Executive also will be eligible to receive an additional one-time bonus in the aggregate amount of $1 million payable on the last regular payroll date in July 2010, subject to the Executive’s continued employment until such time.

          (d) Stock Compensation .

               (i) The Company shall grant to the Executive, effective on commencement of his employment with the Company, as an initial equity award, nonqualified stock options covering 111,111 shares of the common stock, no par value per share, of the Company, with an exercise price equal to the fair market value of the common stock on the date of grant, and a term of seven years (the “Initial Options”), and restricted stock covering 233,334 shares of such common stock (the “Initial Restricted Stock”). The Initial Options and Initial Restricted Stock will vest and become non-forfeitable as follows:

               (1) The Initial Options will be time vested options, having a term of seven years, and vesting 25% on each of the first, second, third and fourth anniversaries of the date of grant subject to the Executive’s continued employment through such date(s).

               (2) The Initial Restricted Stock will be time-vested restricted stock, vesting 25% on each of the first, second, third and fourth anniversaries of the date of grant subject to the Executive’s continued employment through such date(s).

          (ii) The Company also shall grant to the Executive, effective on commencement of his employment with the Company, as an additional one-time equity award, nonqualified stock options covering 185,185 shares of the common stock, no par value per share, of the Company, with an exercise price equal to the fair market value of the common stock on the date of grant, and a term of seven years (the “One-Time Options”), and restricted stock covering 111,111 shares of such common stock (the “One-Time Restricted Stock”). The One-Time Options and One-Time Restricted Stock will vest and become nonforfeitable as follows:

               (1) The One-Time Options will be time-vested options, having a term of seven years, and vesting 50% on each of the second and fourth anniversaries of the date of grant subject to the Executive’s continued employment through such date(s).

               (2) The One-Time Restricted Stock will be time-vested restricted stock, vesting 50% on each of the second and fourth anniversaries of the date of grant subject to the Executive’s continued employment through such date(s).

          (iii) Beginning in 2009, the Executive shall be eligible to receive stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee or the Board of Directors of the Company or their designees, as the case may be, may determine on a basis not less favorable than that provided to the class of employees that includes the Executive. Except as specifically set forth above, however, nothing herein shall require the Company to make any equity grants or other awards to the Executive in any specific year.

     4 Indemnity. The Company and the Executive will enter into the Company’s standard indemnification agreement for executive officers.

     5.  Benefits .

          (a) Benefit Programs . The Executive shall be eligible to participate in any plans, programs or forms of compensation or benefits that the Company or the Company’s subsidiaries provide to the class of employees that includes the Executive, on a basis not less favorable than that provided to such class of employees, including, without limitation, group medical, disability and life insurance, paid time off, and retirement plan, subject to the terms and conditions of such plans, programs or forms of compensation or benefits.

          (b) Paid Time-Off . The Executive shall be entitled to five weeks of paid time-off, to be accrued and used in accordance with the normal Company paid time-off policy.

     6 .  Reimbursement of Expenses .

          (a) Business Expenses . The Company shall reimburse the Executive, subject to presentation of adequate substantiation, including receipts, for the reasonable travel, entertainment, lodging and other business expenses incurred by the Executive in accordance with the Company’s expense reimbursement policy in effect at the time such expenses are incurred. In no event will such reimbursements, if any, be made later than the last day of the year following the year in which the Executive incurs the expense.

          (b) Relocation Expenses . The Company shall provide the Executive with relocation benefits in accordance with the Company’s Relocation Guidelines in connection with the Executive’s relocation to Atlanta, Georgia, limited to total reimbursements of $75,000 unless otherwise approved in advance in writing by the Senior Vice President – Human Resources. Such reimbursements, if any, will be made after the Effective Date and no later than December 31, 2009. The Executive agrees to relocate his primary residence to the Atlanta metropolitan area no later than June 30, 2009.

     7.  Termination of Employment .

          (a) Death or Incapacity . The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. If the Company determines that the Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement. “Incapacity” shall mean the inability of the Executive to perform the essential functions of the Executive’s job, with or without reasonable accommodation, for a period of 90 days in the aggregate in any rolling 180-day period.

          (b) Termination by Company For Cause . The Company may terminate the Executive’s employment during the Term of this Agreement for Cause. For purposes of this Agreement, “Cause” shall mean, as determined by the Board of Directors of the Company in good faith, the following:

          (i) the Executive’s willful misconduct or gross negligence in connection with the performance of the Executive’s duties which the Board of Directors of the Company believes does or is likely to result in material harm to the Company or any of its subsidiaries;

          (ii) the Executive’s misappropriation or embezzlement of funds or property of the Company or any of its subsidiaries;

          (iii) the Executive’s fraud or dishonesty with respect to the Company or any of its subsidiaries;

          (iv) the Executive’s conviction of, indictment for (or its procedural equivalent), or entering of a guilty plea or plea of no contest with respect to any felony or any other crime involving moral turpitude or dishonesty; or

          (v) the Executive’s breach of a material term of this Agreement, or violation in any material respect of any code or standard of behavior generally applicable to officers of the Company (including, without, limitation the Company’s Code of Conduct, Code of Ethics for Senior Financial Officers and any other applicable policies as the Company from time to time may adopt), after being advised in writing of such breach or

violation and being given 30 days to remedy such breach or violation, to the extent that such breach or violation can be cured;

          (vi) the Executive’s breach of fiduciary duties owed to the Company or any of its subsidiaries;

          (vii) the Executive’s engagement in habitual insobriety or the use of illegal drugs or substances; or

          (viii) the Executive’s willful failure to cooperate, or willful failure to cause and direct persons under the Executive’s management or direction, or employed by, or consultants or agents to, the Company or its subsidiaries to cooperate, with all corporate investigations or independent investigations by the Board of Directors of the Company or its subsidiaries, all governmental investigations of the Company or its subsidiaries or orders involving the Executive, the Company or the Company’s subsidiaries entered by a court of competent jurisdiction.

Notwithstanding the above, and without limitation, the Executive shall not be deemed to have been terminated for Cause unless and until there has been delivered to the Executive (i) a letter from the Board of Directors of the Company finding that the Executive has engaged in the conduct set forth in any of the preceding clauses and specifying the particulars thereof in detail and (ii) a copy of a resolution duly adopted by the affirmative vote of the majority of the members of the Board of Directors of the Company who are not officers of the Company at a meeting of the Board of Directors called and held for such purpose or such other appropriate written consent (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board of Directors of the Company), finding that the Executive has engaged in such conduct and specifying the particulars thereof in detail.

          (c) Termination by Executive for Good Reason . The Executive may terminate the Executive’s employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent, the following:

          (i) any action taken by the Company which results in a reduction in the Executive’s authority, duties or responsibilities (except that any change in the foregoing that results solely from the Company ceasing to be a publicly traded entity or from the Company becoming a wholly-owned subsidiary of another publicly traded entity will not, in either event and standing alone, constitute a substantial reduction in the Executive’s authority, duties or responsibilities), including any requirement that the Executive report directly to anyone other than the Board of Directors of the Company;

          (ii) the assignment to the Executive of duties that are materially inconsistent with Executive’s authority, duties or responsibilities;

          (iii) any material decrease in the Executive’s base salary or annual bonus opportunity or the benefits generally available to the class of employees that includes the Executive, except to the extent the Company has instituted a salary, bonus or benefits reduction generally applicable to all executives of the Company other than in contemplation of or after a Change in Control;

          (iv) the relocation of the Executive to any primary place of employment other than as specified in Section 1(b) above which might require the Executive to move the Executive’s residence which, for this purpose, means any reassignment to a place of employment 50 miles or more from the place (or, if applicable, all places) of employment set forth in Section 1(b), without the Executive’s express written consent to such relocation; provided, however, this subsection (iv) shall not apply in the case of business travel which requires the Executive to relocate temporarily for periods of 90 days or less;

          (v) the failure by the Company to pay to the Executive any portion of the Executive’s base salary, annual bonus or other benefits within 10 days after the date the same is due; or

          (vi) the Company’s failure to nominate Executive to serve as a member of the Board of Directors of the Company (other than on and after the Company has reason to terminate the Executive’s employment for Cause), or the removal of the Executive from the Board of Directors of the Company, by action of the Board of Directors, other than for Cause; or

          (vii) any material failure by the Company to comply with the terms of this Agreement.

Notwithstanding the above, and without limitation, “Good Reason” shall not include any resignation by the Executive where Cause for the Executive’s termination by the Company exists and the Company then follows the procedures described above. The Executive must give the Company notice of any event or condition that would constitute “Good Reason” within 30 days of the event or condition which would constitute “Good Reason,” and upon the receipt of such notice the Company shall have 30 days to remedy such event or condition. If such event or condition is not remedied within such 30-day period, any termination of employment by the Executive for “Good Reason” must occur within 30 days after the period for remedying such condition or event has expired.

          (d) Termination by Company Without Cause or by Executive Other than For Good Reason . The Company may terminate the Executive’s employment during the Term of this Agreement without Cause, and Executive may terminate the Executive’s employment for other than Good Reason, upon 60 days’ written notice. The Company may elect to pay the Executive during any applicable notice period (in accordance with the established payroll practices of the Company, no less frequently than monthly) and remove him from active service.

          (e) Termination by Executive on Failure to Renew . The Executive may terminate the Executive’s employment at any time on or before the expiration of the Term of the Agreement, upon 30 days’ written notice, if the Company notifies the Executive that the Term of the Agreement shall not be extended as provided in Section 2 above.

     8.  Obligations of the Company Upon Termination .

          (a) Without Cause; Good Reason; Non-Renewal (No Change in Control) . If, during the Term, the Company terminates the Executive’s employment without Cause in accordance with Section 7(d) hereof, the Executive terminates the Executive’s employment for Good Reason in accordance with Section 7(c) hereof, or the Executive terminates the Executive’s employment upon

the Company’s failure to renew the Agreement in accordance with Section 7(e) hereof, other than within two years after a Change in Control, subject to Section 20 below, the Executive shall be entitled to receive:

          (i) payment of the Executive’s annual base salary in effect immediately preceding the date of the Executive’s termination of employment (or, if greater, the Executive’s annual base salary in effect immediately preceding any action by the Company described in Section 7(c)(iii) above for which the Executive has terminated the Executive’s employment for Good Reason), for the period equal to the greater of 18 months or the sum of four weeks for each full year of continuous service the Executive has with the Company and its subsidiaries at the time of termination of employment, beginning immediately following termination of employment (the “Severance Period”), payable in accordance with the established payroll practices of the Company (but no less frequently than monthly), beginning on the first payroll date following 30 days after termination of employment, with the Executive to receive at that time a lump sum payment with respect to any installments the Executive was entitled to receive during the first 30 days following termination of employment, and the remaining payments made as if they had commenced immediately following termination of employment;

          (ii) payment of an amount equal to the Executive’s actual earned full-year bonus for the year in which the termination of Executive’s employment occurs, prorated based on the number of days the Executive was employed for the year, payable at the time the Executive’s annual bonus for the year otherwise would be paid had the Executive continued employment;

          (iii) continuation after the date of termination of employment of any health care (medical, dental and vision) plan coverage, other than that under a flexible spending account, provided to the Executive and the Executive’s spouse and dependents at the date of termination for the Severance Period, on a monthly or more frequent basis, on the same basis and at the same cost to the Executive as available to similarly-situated active employees during such Severance Period, provided that such continued participation is possible under the general terms and provisions of such plans and programs and provided that such continued coverage by the Company shall terminate in the event Executive becomes eligible for any such coverage under another employer’s plans. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for such same period of time, with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for the period during which such cash payments are to be provided;

          (iv) payment of any Accrued Obligations. For purposes of this Agreement, “Accrued Obligations” shall mean the sum of (A) the Executive’s annual base salary through Executive’s termination of employment which remains unpaid, (B) the amount, if any, of any incentive or bonus compensation earned for any completed fiscal year of the Company which has not yet been paid, (C) any reimbursements for expenses incurred

but not yet paid, and (D) any benefits or other amounts, including both cash and stock components, which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not yet been paid to the Executive, including payment for any unused paid time-off (but not including amounts that previously had been deferred at the Executive’s request, which amounts will be paid in accordance with the Executive’s existing directions). The Accrued Obligations will be paid to the Executive in a lump sum as soon as administratively feasible after the Executive’s termination of employment, which for purposes of any incentive or bonus compensation described in (B) above shall mean at the same time such annual bonus would otherwise have been paid;

          (v) vesting (i) of the Executive’s outstanding unvested Initial Options, Initial Restricted Stock, One-Time Options and One-Time Restricted Stock that would have vested based solely on the continued employment of the Executive through the next anniversary date of the commencement of the Executive’s employment with the Company immediately following the termination of the Executive’s employment and (ii) in full of the Executive’s other outstanding unvested options, restricted stock, and other equity-based awards that would have vested based solely on the continued employment of the Executive. Additionally, all of Executive’s outstanding stock options shall remain outstanding until the earlier of (i) one year after the date of termination of the Executive’s employment 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);

          (vi) payment of one year of outplacement services from Executrack or an outplacement service provider of the Executive’s choice, limited to $20,000 in total. This outplacement services benefit will be forfeited if the Executive does not begin using such services within 60 days after the termination of the Executive’s employment; and

          (vii) payment of an amount equal to $1 million multiplied by a fraction, the numerator of which is the number of days between the Effective Date and the date of termination of the Executive’s employment and the denominator of which is the number of days between the Effective Date and July 30, 2010, payable in a lump sum payment on the first payroll date following 30 days after termination of the Executive’s employment, provided the Executive’s termination of employment occurs before July 30, 2010 and before the payment of the one-time bonus in accordance with Section 3(c) above.

          (b) Without Cause; Good Reason; Non-Renewal (Change in Control) . If, during the Term, the Company terminates the Executive’s employment without Cause in accordance with Section 7(d) hereof, the Executive terminates the Executive’s employment for Good Reason in accordance with Section 7(c) hereof, or the Executive terminates the Executive’s employment upon the Company’s failure to renew the Agreement in accordance with Section 7(e) hereof, within two years after a Change in Control, subject to Section 20 below, the Executive shall be entitled to receive:

          (i) payment of the Executive’s annual base salary in effect immediately preceding the date of the Executive’s termination of employment (or, if greater, the Executive’s annual base salary in effect immediately preceding any action by the Company described in Section 7(c)(iii) above for which the Executive has terminated the Executive’s

employment for Good Reason), for the period equal to the greater of two years or the sum of four weeks for each full year of continuous service the Executive has with the Company and its subsidiaries at the time of termination of employment, beginning immediately following termination of employment (the “Change in Control Severance Period”), payable in accordance with the established payable practices of the Company (but no less frequently than monthly), beginning on the first payroll date following 30 days after termination of employment, with the Executive to receive at that time a lump sum payment with respect to any installments the Executive was entitled to receive during the first 30 days following termination of employment;

          (ii) payment of an amount equal to the Executive’s actual earned full-year bonus for the year in which the termination of Executive’s employment occurs, prorated based on the number of days the Executive was employed for the year, payable at the time the Executive’s annual bonus for the year otherwise would be paid had the Executive continued employment;

          (iii) continuation after the date of termination of employment of any health care (medical, dental and vision) plan coverage, other than that under a flexible spending account, provided to the Executive and the Executive’s spouse and dependents at the date of termination for the Change in Control Severance Period, on a monthly or more frequent basis, on the same basis and at the same cost to the Executive as available to similarly-situated active employees during such Change in Control Severance Period, provided that such continued participation is possible under the general terms and provisions of such plans and programs and provided that such continued contribution by the Company shall terminate in the event Executive becomes eligible for any such coverage under another employer’s plans. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for such same period of time, with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for the period during which such cash payments are to be provided;

          (iv) payment of any Accrued Obligations in a lump sum as soon as administratively feasible after the Executive’s termination of employment, which for purposes of any incentive or bonus compensation described in Section 8(a)(iv)(B) above shall mean at the same time such annual bonus would otherwise have been paid;

          (v) vesting (i) of the Executive’s outstanding unvested Initial Options, Initial Restricted Stock, One-Time Options and One-Time Restricted Stock that would have vested based solely on the continued employment of the Executive through the next anniversary date of the commencement of the Executive’s employment with the Company immediately following the termination of the Executive’s employment and (ii) in full of the Executive’s other outstanding unvested options, restricted stock, and other equity-based awards that would have vested based solely on the continued employment of the Executive. Additionally, all of the Executive’s outstanding stock options shall remain outstanding until the earlier of (i) one year after the date of termination of the Executive’s employment 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);

          (vi) payment of one year of outplacement services from Executrack or an outplacement service provider of the Executive’s choice, limited to $20,000 in total. This outplacement services benefit will be forfeited if the Executive does not begin using such services within 60 days after the termination of the Executive’s employment; and

          (vii) payment of an amount equal to $1 million multiplied by a fraction, the numerator of which is the number of days between the Effective Date and the date of termination of the Executive’s employment and the denominator of which is the number of days between the Effective Date and July 30, 2010, payable in a lump sum payment on the first payroll date following 30 days after termination of the Executive’s employment, provided the Executive’s termination of employment occurs before July 30, 2010 and before the payment of the one-time bonus in accordance with Section 3(c) above.

          (c) Death or Incapacity . If the Executive’s employment is terminated by reason of death or Incapacity in accordance with Section 7(a) hereof, the Executive shall be entitled to receive:

          (i) payment of an amount equal to the actual full-year bonus earned for the year that includes Executive’s death or Incapacity, prorated based on the number of days the Executive is employed for the year, payable at the same time such annual bonus would otherwise have been paid had the Executive continued employment; and

          (ii) payment of any Accrued Obligations in a lump sum as soon as administratively feasible after the Executive’s termination of employment, which for purposes of any incentive or bonus compensation described in Section 8(a)(iv)(B) above shall mean at the same time such annual bonus would otherwise have been paid; and

          (iii) vesting of the Executive’s outstanding unvested Initial Options, Initial Restricted Stock, One-Time Options and One-Time Restricted Stock that would have vested based solely on the continued employment of the Executive through the next anniversary date of the commencement of the Executive’s employment with the Company immediately following the Executive’s death. Additionally, all of the Executive’s outstanding Initial Options and One-Time Options shall remain outstanding until the earlier of (i) one year after the Executive’s death 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).

          (d) Cause; Other Than for Good Reason . If the Company terminates the Executive’s employment for Cause in accordance with Section 7(b) hereof, or the Executive terminates the Executive’s employment other than for Good Reason in accordance with Section 7(d) hereof, this Agreement shall terminate without any further obligation to the Executive other than to pay the Accrued Obligations (except that any incentive or bonus compensation earned for any completed fiscal year of the Company which has not yet been paid shall not be paid if the Company

terminates the Executive’s employment for Cause in accordance with Section 7(b) hereof) as soon as administratively feasible after the Executive’s termination of employment.

          (e) Release and Waiver . Notwithstanding any other provision of this Agreement, the Executive’s right to receive any payments or benefits under Sections 8(a)(i), (ii), (iii), (v), (vi) and (vii) and 8(b)(i), (ii), (iii), (v), (vi) and (vii) of this Agreement upon the termination of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or by the Executive upon the Company’s failure to renew the Agreement is contingent upon and subject to the Executive signing and delivering to the Company a separation agreement and complete general release of all claims in a form acceptable to Company, and allowing the applicable revocation period required by law to expire without revoking or causing revocation of same, within 30 days following the date of termination of Executive’s employment.

          (f) Change in Control . For purposes of this Agreement, Change of Control means the occurrence of any of the following events:

          (i) The accumulation in any number of related or unrelated transactions by any person of beneficial ownership (as such term is used in Rule 13d-3, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 50 percent or more of the combined total voting power of the Company’s voting stock; provided that for purposes of this subsection (a), a Change in Control will not be deemed to have incurred if the accumulation of 50 percent or more of the voting power of the Company’s voting stock results from any acquisition of voting stock (i) by the Company, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of the Company’s subsidiaries, or (iii) by any person pursuant to a merger, consolidation, reorganization or other transaction (a “Business Combination”) that would not cause a Change in Control under subsection (ii) below; or

          (ii) A consummation of a Business Combination, unless, immediately following that Business Combination, substantially all the persons who were the beneficial owners of the voting stock of the Company immediately prior to that Business Combination beneficially own, directly or indirectly, at least 50 percent of the combined voting power of the voting stock of the entity resulting from that Business Combination (including, without limitation, an entity that as a result of that transaction owns the Company, or all or substantially all of the Company assets, either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as the ownership, immediately prior to that Business Combination, of the voting stock of the Company;

          (iii) A sale or other disposition of all or substantially all of the assets of the Company except pursuant to a Business Combination that would not cause a Change in Control under subsection (ii) above;

          (iv) At any time less than a majority of the members of the Board of Directors of the Company or any entity resulting from any Business Combination are Incumbent Board Members.

          (v) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that would not cause a Change in Control under subsection (ii) above; or

          (vi) Any other transaction or event that the Board of Directors of the Company identifies as a Change in Control for purposes of this Agreement.

          (vii) For purposes of this Agreement, an “Incumbent Board Member” shall mean any individual who either is (a) a member of the Company Board of Directors as of the effective date of this Agreement or (b) a member who becomes a member of the Company’s Board of Directors subsequent to the date of this Agreement, whose election or nomination by the Company’s shareholders, was approved by a vote of at least a majority of the then Incumbent Board Members (either by specific vote or by approval of a proxy statement of the Company in which that person is named as a nominee for director, without objection to that nomination), but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14A-11 of the Exchange Act) with respect to the election or removal of directors or other actual threatened solicitation or proxies or consents by or on behalf of the person other than a board of directors. For purposes of this Agreement, a person means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trusts, unincorporated organization or any other entity of any kind.

     9.  Business Protection Agreements .

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

          (i) “Business of the 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 the Company or the Company’s subsidiaries and their employees, customers and/or suppliers which is not generally known outside of the Company or the Company’s subsidiaries, which Executive learns of in connection with Executive’s employment with the Company, and which would be useful to competitors or the disclosure of which would be damaging to the Company or the Company’s subsidiaries. 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 the Company or the Company’s subsidiaries obtains products from their suppliers and sells services and products to customers; (C) the nature, origin, composition and development of the Company or the Company’s subsidiaries’ services and products; and (D) the manner in which the Company or the Company’s subsidiaries provide products and services to their customers.

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

          (iv) “Restricted Territory” means, and is limited to, the geographic area described in Exhibit A attached hereto. Executive acknowledges and agrees that this is the area in which the Company and its subsidiaries does business at the time of the execution of this Agreement, and in which the Executive will have responsibility, at a minimum, on behalf of the Company and the Company’s subsidiaries.

          (v) “Trade Secrets” means the trade secrets of the Company or the Company’s subsidiaries as defined under applicable law.

          (b) Confidentiality . Executive agrees that the Executive will not (other than in the performance of Executive’s duties hereunder), directly or indirectly, use, copy, disclose or otherwise distribute to any other person or entity: (a) any Confidential Information during the period of time the Executive is employed by the Company and for a period of five years thereafter; or (b) any Trade Secret at any time such information constitutes a trade secret under applicable law. Upon the termination of Executive’s employment with the Company (or upon the earlier request of the Company), Executive shall promptly return to the Company all documents and items in the Executive’s possession or under the Executive’s control which contain any Confidential Information or Trade Secrets.

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

          (d) Non-Solicitation of Customers . Executive agrees that during Executive’s employment with the Company and for a period of two years thereafter, Executive shall not, directly or indirectly, solicit any actual or prospective customers of the Company or the Company’s subsidiaries with whom Executive had Material Contact, for the purpose of selling any products or services which compete with the Business of the Company

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

          (f) Obligations of the Company . The Company agrees to provide Executive with Confidential Information in order to enable Executive to perform Executive’s duties hereunder. The covenants of Executive contained in the covenants of Confidentiality, Non-Competition, Non-Solicitation of Customers and Non-Recruitment of Employees or Contractors set forth in Subsections 9(b) — 9(e) above (“Protective Covenants”) are made by Executive in consideration for the Company’s agreement to provide Confidential Information to Executive, and intended to protect Company’s Confidential Information and the investments the Company makes in training Executive and developing customer goodwill.

          (g) Acknowledgments . Executive hereby acknowledges and agrees that the covenants contained in (b) through (e) of this Section 9 and Section 10 hereof are reasonable as to time, scope and territory given the Company and the Company’s subsidiaries’ need to protect their business, customer relationships, personnel, Trade Secrets and Confidential Information. 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.

          (h) Specific Performance . Executive acknowledges and agrees that any breach of any of the Protective Covenants or the provisions of Section 10 by him will cause irreparable damage to the Company or the Company’s 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, the 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 Protective Covenants by him.

     10.  Ownership of Work Product .

          (a) Assignment of Inventions . Executive will make full written disclosure to the Company, and hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designees, all of the Executive’s right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time the Executive is engaged as an employee of the Company (collectively referred to as “Inventions”) and which (i) are developed using the equipment, supplies, facilities or Confidential Information or Trade Secrets of the Company or the Company’s subsidiaries, (ii) result from or are suggested by work performed by Executive for the Company or the Company’s subsidiaries, or (iii) relate at the time of conception or reduction to practice to the business as conducted by the Company or the Company’s subsidiaries, or to the actual or demonstrably anticipated research or development of the Company or the Company’s subsidiaries, will be the sole and exclusive property of the Company or the Company’s subsidiaries, and Executive will and hereby does assign all of the Executive’s right, title and interest in such Inventions to the Company and the Company’s subsidiaries. Executive further acknowledge that all original works of authorship which are made by him (solely or jointly with others) within the scope of and during the period of the Executive’s employment arrangement with the Company and which are protectible by copyright are “works made for hire,” as that term is defined in the United States Copyright Act.

          (b) Patent and Copyright Registrations . Executive agrees to assist the Company and the Company’s subsidiaries, or their designees, at the Company or the Company’s subsidiaries’ expense, in every proper way to secure the Company’s or the Company’s subsidiaries’ rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company and the Company’s subsidiaries of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company or the Company’s subsidiaries shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company and its subsidiaries, and their successors, assigns, and

nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Executive further agree that the Executive’s obligation to execute or cause to be executed, when it is in the Executive’s power to do so, any such instrument or papers shall continue after the termination of this Agreement.

          (c) Inventions Retained and Licensed . There are no inventions, original works of authorship, developments, improvements, and trade secrets which were made by Executive prior to the Executive’s employment with the Company (collectively referred to as “Prior Inventions”), which belong to Executive, which relate to the Company’s or the Company’s subsidiaries’ proposed business, products or research and development, and which are not assigned to the Company or the Company’s subsidiaries hereunder.

          (d) Return of Company Property and Information . The Executive agrees not to remove any property of the Company or the Company’s subsidiaries or information from the premises of the Company or the Company’s subsidiaries, except when authorized by the Company or the Company’s subsidiaries. Executive agrees to return all such property and information within seven days following the cessation of Executive’s employment for any reason. 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 the Company or the Company’s subsidiaries to the Executive or which the Executive has developed or collected in the scope of the Executive’s employment, as well as all issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers, cell phones, materials, documents, plans, records, notebooks, drawings, or papers. Upon request by the Company, the Executive shall certify in writing that all copies of information subject to this Agreement located on the Executive’s computers or other electronic storage devices have been permanently deleted. Provided, however, the Executive may retain copies of documents relating to any employee benefit plans applicable to the Executive and income records to the extent necessary for the Executive to prepare the Executive’s individual tax returns.

     11.  Mitigation . The Executive shall not be required to mitigate the amount of any payment the Company becomes obligated to make to the Executive in connection with this Agreement, by seeking other employment or otherwise. Except as specifically provided above with respect to the health care continuation benefit, the amount of any payment provided for in Section 8 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise.

     12.  Withholding of Taxes . The Company shall withhold from any amounts or benefits payable under this Agreement all federal, state, city or other taxes that the Company is required to withhold under any applicable law, regulation or ruling.

     13.  Modification and Severability . The terms of this Agreement shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. If any single covenant or provision in this Agreement shall be found unenforceable, it shall be severed and the remaining covenants and provisions enforced in accordance with the tenor of the Agreement. In the event a court should determine not to enforce a covenant as written due to overbreadth, the parties specifically agree that said covenant shall be enforced to the maximum extent reasonable, whether said revisions be in time, territory, scope of prohibited activities, or other respects.

     14.  Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

     15.  Remedies and Forum . The parties agree that they will not file any action arising out of this Agreement other than in the United States District Court for the Northern District of Georgia or the State or Superior Courts of Cobb County, Georgia. Notwithstanding the pendency of any proceeding, either party shall be entitled to injunctive relief in a state or federal court located in Cobb County, Georgia upon a showing of irreparable injury. The parties consent to personal jurisdiction and venue solely within these forums and solely in Cobb County, Georgia and waive all otherwise possible objections thereto. The prevailing party shall be entitled to recover its costs and attorney’s fees from the non-prevailing party(ies) 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 the Executive against the Company or the Company’s subsidiaries, including any dispute relating to the termination of this Agreement, shall not constitute a defense to enforcement of said covenants by injunction.

     16.  Notices . All written notices required by this Agreement shall be deemed given when delivered personally or sent by registered or certified mail, return receipt requested, or by a nationally-recognized overnight delivery service to the parties at their addresses set forth on the signature page of this Agreement. Each party may, from time to time, designate a different address to which notices should be sent.

     17.  Amendment . This Agreement may not be varied, altered, modified or in any way amended except by an instrument in writing executed by the parties hereto or their legal representatives.

     18.  Binding Effect . This Agreement shall be binding upon the Executive and on the Company, and their successors and assigns effective on the date first above written. Executive consents to any assignment of this Agreement by the Company, so long as the Company will require any successor to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. If the Executive dies before receiving all payments due under this Agreement, unless expressly otherwise provided hereunder or in a separate plan, program, arrangement or agreement, any remaining payments due after the Executive’s death shall be made to the Executive’s beneficiary designated in writing (provided such writing is executed and dated by the Executive and delivered to the Company in a form acceptable to the Company prior to the Executive’s death) and surviving the Executive or, if none, to the Executive’s estate.

     19.  No Construction Against Any Party . This Agreement is the product of informed negotiations between the Executive and the Company. If any part of this Agreement is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by all parties. The Executive and the Company agree that none of the parties were in a superior bargaining position regarding the substantive terms of this Agreement.

     20.  Deferred Compensation Omnibus Provision . Notwithstanding any other provision of this Agreement, 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 provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a permissible payment event contained in Section 409A (e.g. separation from service from the Company and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Company’s Compensation Committee or Board of Directors is authorized to amend this Agreement, to amend or void any election made by the Executive under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code (including any transition or grandfather rules thereunder). 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. If the Executive is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after termination of Executive’s employment or, if earlier, Executive’s death, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in 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 payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at the Executive’s expense, with the Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. For purposes of this Agreement, termination of employment shall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, if lesser, Executive’s period of service).

     21.  Mandatory Reduction of Payments in Certain Events . Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and

then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

     22.  Professional Fees . The Company will pay on the Executive’s behalf, or reimburse the Executive for, reasonable professional fees and costs associated with Executive’s negotiation and execution of this Agreement, limited to $15,000 in total, which reimbursement shall be paid during the 30 days after the Effective Date of this Agreement subject to prompt submission to the Company before such time of adequate substantiation of the fees and costs incurred.

     23.  Insurance . Notwithstanding the provisions of the Company’s standard indemnification agreement described in Section 4 above, the Company will, at all times during the Executive’s employment, maintain Errors & Omissions and Directors & Officers insurance covering Executive in amounts customary for organizations of Company’s size and industry profile.

     24.  Entire Agreement . Except as provided in the next sentence, this Agreement constitutes the entire agreement of the parties with respect to the matters addressed herein and it supersedes all other prior agreements and understandings, both written and oral, express or implied, with respect to the subject matter of this Agreement. It is further specifically agreed and acknowledged that, except as provided herein, the Executive shall not be entitled to severance payments or benefits under any severance or similar plan, program, arrangement or agreement of or with the Company for any termination of employment occurring while this Agreement is in effect.

[Signatures are on the following page.]

      IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written herein.

		PRG-SCHULTZ INTERNATIONAL, INC.
		By:		/s/  Victor A. Allums
		Its:		Sr. Vice President & General Counsel
				600 Galleria Parkway
				Suite 100
				Atlanta, Georgia 30339
				Attn: General Counsel
		EXECUTIVE
		/s/  Romil Bahl
		Romil Bahl

EXHIBIT A

RESTRICTED TERRITORY

“Restricted Territory” refers to all the geographic areas described in I. and II. below, collectively.

     I. All of the following Metropolitan Statistical Areas in the U.S., collectively:

Baltimore-Towson, MD
Fayetteville-Springdale-Rogers, AR-MO
Danville, IL
Charlotte-Gastonia-Concord, NC-SC
Dallas-Fort Worth-Arlington, TX
Chicago-Naperville-Joliet, IL-IN-WI
Boise City-Nampa, ID
Minneapolis-Saint Paul-Bloomington, MN-WI
New York-Northern NJ-Long Island, NY-NJ-PA
Phoenix-Mesa-Scottsdale, AZ
Miami-Fort Lauderdale-Pompano Beach, FL
Waco, TX
Milwaukee-Waukesha-West Allis, WI
San Francisco-Oakland-Fremont, CA
Memphis, TN-MS-AR
Seattle-Tacoma-Bellvue, WA
Trenton-Ewing, NJ
Philadelphia-Camden-Wilmington, PA-NJ-DE-MD
Harrisburg-Carlisle, PA
Atlanta-Sandy Springs-Marietta, GA
Salt Lake City, UT

     II. All of the area within the city limits of the following cities and within 25 kilometers of the city limits of the following cities, collectively:

Barrie, Ontario, Canada
Brampton, Ontario, Canada
Cambridge, Ontario, Canada
Mississauga, Ontario, Canada
Toronto, Ontario, Canada
Boucherville, Quebec, Canada
Montreal, Quebec, Canada
Calgary, Alberta, Canada
Stellerton, Nova Scotia, Canada
Mexico City, Mexico
San Paulo, Brazil
Bristol, United Kingdom
Croydon, United Kingdom
Hemel Hempstead, United Kingdom
Hull, United Kingdom
Leicester, United Kingdom
Liverpool, United Kingdom
London, United Kingdom
Luton, United Kingdom
Manchester, United Kingdom
Mitcheldean, United Kingdom
Notingham, United Kingdom
Rochdale, United Kingdom
Swindon, United Kingdom
Wallington, United Kingdom
Lille, France
Lyon — Saint Etienne, France
Paris, France
Den Bosch, Noord -Brabant, Holland
Madrid, Spain
Senhora da Hora — Portugal
Stockholm, Sweden
Hong Kong, China
Shanghai, China
Bangkok, Thailand
Sydney, Australia
Auckland, New Zealand

Exhibit 10.2

NONQUALIFIED STOCK OPTION AGREEMENT

     This Nonqualified Stock Option Agreement (this “Option Agreement”) is entered into as of January ___, 2009 by and between PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (“ PRGX ”), and ROMIL BAHL (“ Executive ”).

W I T N E S S E T H:

     WHEREAS, PRGX and Executive are parties to an employment agreement effective as of even date herewith (the “ Employment Agreement ”); and

     WHEREAS, in connection with Executive’s hiring by PRGX as its Chief Executive Officer, PRGX agreed to grant certain inducement awards consisting of nonqualified stock options to purchase 296,296 shares of PRGX’s common stock, no par value per share; and

     WHEREAS, these inducement awards are being granted outside of any shareholder-approved equity compensation plan of PRGX and have been approved by the Compensation Committee of PRGX’s Board of Directors and granted as an inducement material to commencement of Executive’s employment with PRGX in accordance with NASDAQ Marketplace Rule 4350(i)(1)(A)(iv); and

     WHEREAS, in accordance with Paragraph 3(d) of the Employment Agreement, in connection with Executive’s commencement of employment with PRGX, Executive is to receive nonqualified stock options with respect to 296,296 shares of the common stock, no par value per share, of PRGX (the “ Common Stock ”).

     Therefore, the parties agree as follows:

     1.  Grant of Nonqualified Stock Option . PRGX hereby grants to Executive the right and option to purchase from PRGX, on the terms and subject to the conditions set forth in this Option Agreement, 296,296 shares of Common Stock (such shares, the “ Option Shares ”; such option, the “ Option ”). The date of grant of the Option (the “ Grant Date ”) is January ___, 2009. Of the 296,296 Option Shares, the Options covering 111,111 Option Shares will vest and become exercisable as set forth in subparagraph 3(a) below (the “Initial Options”) and the Options covering 185,185 Option Shares will vest and become exercisable as set forth in subparagraph 3(b) below (the “One-Time Options”).

     2.  Exercise Price of the Option . The exercise price for the Option Shares is $_____ per share, the closing price of the Common Stock on the NASDAQ National Market on the Grant Date (the “ Exercise Price ”).

     3.  Vesting of the Option . Subject to the earlier expiration or termination of this Option in accordance with its terms, the Options granted under this Option Agreement will be vested and exercisable as follows:

          (a) 25% of the Initial Options will become vested and exercisable on the first, second, third and fourth anniversaries of the Grant Date, until the Initial Options are vested and

exercisable in full, provided Executive remains in the continuous employ of PRGX through such date(s).

          (b) 50% of the One-Time Options will become vested and exercisable on each of the second and fourth anniversaries of the Grant Date, until the One-Time Options are vested and exercisable in full, provided Executive remains in the continuous employ of PRGX through such date(s).

          (c) Notwithstanding the foregoing, 100% of all the outstanding unvested Options will become vested and exercisable on a Change in Control (as defined in the Employment Agreement) to the extent not previously vested and exercisable, provided Executive remains in the continuous employ of PRGX until the Change in Control.

          (d) Upon a termination of Executive’s employment by PRGX without Cause, by Executive for Good Reason, by Executive upon PRGX’s failure to renew the Employment Agreement or on Executive’s Incapacity (as defined in the Employment Agreement) or death (as set forth in the Employment Agreement), the outstanding unvested Options will become vested and exercisable upon such termination to the extent such Options would have become vested and exercisable based solely on the continued employment of Executive through the next anniversary of the Grant Date immediately following the termination of Executive’s employment.

          (e) The Compensation Committee of the Board of Directors of PRGX (the “Compensation Committee”) may, in its sole discretion, accelerate the vesting and exercisability of all or a portion of the Options without regard to whether the requirements for vesting and exercisability thereof in subparagraphs 3(a), (b), (c) or (d) have been met.

     4.  Method of Exercise of Option .

          (a) To the extent then exercisable, Executive may exercise the Option in whole or in part; except that no single exercise of the Option is to be for less than 100 Option Shares, unless at the time of the exercise, the maximum number of Option Shares available for purchase under the Option is less than 100 Option Shares. In no event is the Option to be exercised for a fractional share of Common Stock.

          (b) To exercise the Option, Executive shall give written notice to PRGX stating the number of shares for which the Option is being exercised and the intended manner of payment. The date of this notice shall be the exercise date. The notice must be accompanied by payment in full of the aggregate Exercise Price, either by cash, check, or such other medium of payment as the Compensation Committee may permit. If the Compensation Committee so permits, payment in full or part may also be made (i) by surrendering (actually or by attestation) shares of Common Stock to PRGX that Executive already owns and, if necessary to avoid adverse accounting consequences, has held for at least six months; (ii) by a cashless exercise through a broker; (iii) by means of a “net exercise” procedure or (iv) by such other medium of payment as the Compensation Committee in its discretion may authorize. If the payment is in the form of shares of Common Stock, then the certificate or certificates representing those shares must be duly executed in blank by Executive or must be accompanied by a stock power duly executed in blank suitable for purposes of transferring those shares to PRGX. Fractional shares

of Common Stock will not be accepted in payment of the purchase price of Option Shares. PRGX shall not issue the Option Shares until full payment for them has been made.

          (c) As soon as practicable upon PRGX’s receipt of Executive’s notice of exercise and payment, PRGX shall direct the due issuance of the Option Shares so purchased.

          (d) As a further condition precedent to the exercise of this Option in whole or in part, Executive shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the shares of Common Stock and accordingly shall execute any documents that the Board of Directors of PRGX (the “ PRGX Board ”), in its sole discretion, deems necessary or advisable to effect such compliance.

          (e) In the case of Executive’s death, the Option, to the extent exercisable, may be exercised by the executor or administrator of Executive’s estate or by any person or persons who have acquired the Option directly from Executive by bequest or inheritance.

     5.  Non-Transferability of Options . Executive shall not assign or transfer the Option, other than by will or the laws of descent and distribution. During Executive’s lifetime, only Executive (or, in the event of legal incapacity or incompetency, Executive’s guardian or legal representative) may exercise the Option. Notwithstanding the foregoing, however, Executive, with the approval of the Compensation Committee, may transfer the Option for no consideration to or for the benefit of Executive’s Immediate Family (including, without limitation, to a trust for the benefit of Executive’s Immediate Family or to a partnership or limited liability company for one or more members of Executive’s Immediate Family), subject to such limits as the Compensation Committee may establish, and the transferee(s) shall remain subject to all the terms and conditions applicable to the Option prior to transfer. The term “Immediate Family” means Executive’s spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren (and, for this purpose, shall also include Executive). No right or interest of Executive or any transferee in this Option shall be subject to any lien or any obligation or liability of Executive or any transferee.

     6.  Termination of Option .

          (a) The portion of the Option that is not exercisable pursuant to subparagraphs 3(a), (b), (c) or (d) as of the date of termination of Executive’s employment with PRGX will terminate automatically at the close of business on that date (or if termination of Executive’s employment is for Cause (as defined in the Employment Agreement), immediately upon such termination).

          (b) Except as otherwise set forth in Executive’s Employment Agreement, this Option Agreement and any portion of the Option not either terminated pursuant to subparagraph 6(a) or already exercised will terminate automatically and without further notice at the close of business (or in case of (i) below, immediately upon termination) on the earliest of the following dates: (i) on the date of termination of Executive’s employment with PRGX, if termination of Executive’s employment is for Cause (as defined in the Employment Agreement); (ii) the one year anniversary following the date of termination of Executive’s employment with PRGX, if termination of Executive’s employment is for death or Incapacity (as defined in the Employment

Agreement) or retirement on or after Executive attains age 65; (iii) 90 calendar days following the date of termination of Executive’s employment with PRGX, if termination of Executive’s employment is for any reason other than death, Incapacity, retirement or for Cause; or (iv) the seventh anniversary of the Grant Date.

          (c) In no event may the Option be exercised, in whole or in part, after termination pursuant to subparagraphs 6(a) or 6(b).

     7.  Investment Representations . PRGX may require Executive, as a condition of exercising the Option, to give written assurances in substance and form satisfactory to PRGX to the effect that Executive is acquiring the Option Shares for Executive’s own account for investment and not with any present intention of selling or otherwise distributing them, and to such other effect as PRGX deems necessary or appropriate in order to comply with applicable federal and state securities laws.

     8.  Registration of Option and Option Shares . PRGX shall use its reasonable best efforts to file, within one year of the date hereof, a registration statement on Form S-8 under the Securities Act of 1934, as amended, to register the resale of the Option Shares.

     9.  Compliance with Law . The Option is subject to the requirement that, if at any time counsel to PRGX determines that the listing, registration or qualification of the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of the Option Shares, then the Option may not to be exercised, in whole or in part, unless the listing, registration, qualification, consent or approval has been effected or obtained on conditions acceptable to the Compensation Committee. Nothing in this Option Agreement will be deemed to require PRGX to apply for or to obtain the listing, registration, qualification, consent or approval.

     10.  Recapitalization . If the outstanding shares of Common Stock are changed into or exchanged for a different number or kind of shares or other securities of PRGX by reason of any recapitalization, reclassification, stock split, stock dividend, combination, subdivision or similar transaction, then, subject to any required action by PRGX’s shareholders, the number of Option Shares, the kind of shares or other securities of PRGX subject to the Option and the Exercise Price are to be proportionately adjusted; except that no fractional shares are to be issued or made subject to the Option in making the foregoing adjustments. All adjustments made by the Compensation Committee under this paragraph 10 will be final, conclusive and binding upon Executive.

     11.  Reorganization . If, while all or any portion of the Option remains exercisable, PRGX proposes to merge or consolidate with another corporation, whether or not PRGX is to be the surviving corporation, or if PRGX proposes to liquidate or sell or otherwise dispose of substantially all of its assets or substantially all of the outstanding shares of Common Stock are to be sold, or a Change in Control occurs (within the meaning of the Employment Agreement) then the Compensation Committee may, in its sole discretion, either (i) make appropriate provision for the protection of the Option by the substitution on an equitable basis of (A) appropriate stock of the surviving corporation or its parent in the merger or consolidation, or

other reorganized corporation that will be issuable in respect to the Option Shares then exercisable, or (B) any alternative consideration as the Compensation Committee, in good faith, may determine to be equitable in the circumstances; and, in either case, require in connection therewith the surrender of the Option so replaced; or (ii) in the case of a Change in Control, upon written notice to Executive, provide that the unexercised (but exercisable or exercisable on the Change in Control) portion of the Option must be exercised within a specified number of days of the date of such notice or the Option will be terminated in its entirety (including the portion that is not then exercisable). In any such case, the Compensation Committee may, in its discretion, accelerate the date on which the Option, in whole or in part, becomes exercisable.

     12.  Rights as Shareholder . Neither Executive nor any executor, administrator, distributee or legatee of Executive’s estate will have any of the rights or privileges of a shareholder of PRGX in respect of any of the Option Shares unless and until those Option Shares have been fully paid and the name of Executive (or of Executive’s personal representative, administrator, distributee or legatee of Executive’s estate) has been entered as the shareholder of record on PRGX’s books.

     13.  Withholding of Taxes . PRGX’s obligation to deliver Options Shares upon exercise of the Option is subject to Executive’s satisfaction of any applicable federal, state and local income and employment tax and withholding requirements in a manner and form satisfactory to PRGX. In accordance with procedures that the Compensation Committee may establish, the Compensation Committee, to the extent applicable law permits, may allow Executive to pay any such amounts (i) by surrendering (actual or by attestation) shares of Common Stock that the Executive already owns and, if necessary to avoid adverse accounting consequences, has held for at least six months (but only for the minimum required withholding); (ii) by a cashless exercise though a broker, (iii) by means of a “net exercise” procedure or (iv) by such other medium of payment as the Compensation Committee in its discretion shall authorize.

     14.  No Special Employment Rights . No provision in this Option Agreement will be deemed to grant to Executive any right with respect to Executive’s continued employment with, or other engagement by PRGX or interfere in any way with the ability of PRGX at any time to terminate Executive’s employment or other engagement or to increase or decrease Executive’s compensation from the rate in existence at the Grant Date.

     15.  Other Employee Benefits . The amount of any compensation deemed to be received by Executive as a result of the exercise of the Option or the sale of Option Shares received upon the exercise will not constitute “earnings” with respect to which any other benefits of Executive are determined, including, without limitation, benefits under any pension, profit sharing, life insurance or salary continuation plan.

     16.  Interpretation of this Option Agreement . All decisions and interpretations made by the PRGX Board or the Compensation Committee with regard to any question arising under this Option Agreement will be binding and conclusive on PRGX and Executive and any other person entitled to exercise the Option as provided for in this Option Agreement.

     17.  Choice of Law . This Option Agreement is to be governed by the internal law, and not the laws of conflicts, of the State of Georgia.

     18.  Successors and Assigns . Subject to paragraph 5, this Option Agreement is to bind and inure to the benefit of and be enforceable by Executive, PRGX and their respective heirs, executors, personal representatives, successors and assigns.

     19.  Notices . Any notice provided for in this Option Agreement must be in writing and is to be either personally delivered, sent by reputable overnight carrier or mailed by first class mail, return receipt requested, to the recipient at the address indicated as follows:

Notices to Executive :

Romil Bahl
                                                                   
                                                                   

Notices to PRGX :

PRG-Schultz International, Inc.
600 Galleria Parkway
Suite 100
Atlanta, Georgia 30339-8426
Attn: Senior Vice President and General Counsel

or any other address or to the attention of any other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Option Agreement will be deemed to have been given when so delivered, sent or mailed.

     20.  Severability . Whenever possible, each provision of this Option Agreement is to be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Option Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any particular jurisdiction, that invalidity, illegality or unenforceability is not to affect any other provision or any other jurisdiction, and this Option Agreement shall be reformed, construed and enforced in the particular jurisdiction as if the invalid, illegal or unenforceable provision had never been contained herein.

     21.  Complete Agreement . This Option Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, that may have related to the subject matter hereof in any way.

     22.  Amendment and Waiver . Subject to the next sentence, the provisions of this Option Agreement may be amended or waived only with the prior written consent of PRGX and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Option Agreement is to affect the validity, binding effect or enforceability of this Option Agreement. PRGX unilaterally may waive any provision of this Option Agreement in writing to the extent that the waiver does not adversely affect the interests of Executive under this Option Agreement,

but the waiver is not to operate as or be construed to-be a subsequent waiver of the same provision or a waiver of any other provision of this Option Agreement.

     23.  Section 409A . It is intended that this Option be exempt from the requirements applicable to nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this Option Agreement, any action taken with respect to the Option shall be undertaken in a manner that will not negatively affect the status of the Option as exempt from treatment as deferred compensation subject to Section 409A of the Code unless such action otherwise complies with Section 409A of the Code to the extent necessary to avoid noncompliance.

[SIGNATURE PAGE TO FOLLOW]

     The parties are signing this Option Agreement as of the date stated in the introductory clause.

Exhibit 10.3

RESTRICTED STOCK AGREEMENT

     This Restricted Stock Agreement (this “Agreement”) is entered into as of January ___, 2009 by and between PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation (“ PRGX ”), and ROMIL BAHL (“ Executive ”).

W I T N E S S E T H:

     WHEREAS, PRGX and Executive are parties to an employment agreement effective as of even date herewith (the “ Employment Agreement ”); and

     WHEREAS, in connection with Executive’s hiring by PRGX as its Chief Executive Officer, PRGX agreed to grant certain inducement awards consisting of restricted stock in respect of 344,445 shares of PRGX’s common stock, no par value per share; and

     WHEREAS, these inducements are being granted outside of any shareholder-approved equity compensation plan of PRGX and have been approved by the Compensation Committee of PRGX’s Board of Directors and granted as an inducement material to commencement of Executive’s employment with PRGX in accordance with NASDAQ Marketplace Rule 4350(i)(1)(A)(iv); and

     WHEREAS, in accordance with Paragraph 3(d) of the Employment Agreement, in connection with Executive’s commencement of employment with PRGX, Executive is to receive restricted stock with respect to 344,445 shares of the common stock, no par value per share, of PRGX (the “ Common Stock ”).

     Therefore, the parties agree as follows:

     1.  Grant of Shares . PRGX hereby grants to Executive, on the terms and subject to the conditions set forth in this Agreement, 344,445 shares of Common Stock (such shares, the “ Shares ”). The date of grant of the Shares (the “ Grant Date ”) is January ___, 2009. The Shares shall be nontransferable and forfeitable until the time they vest and become nonforfeitable as described herein. Of the 344,445 Shares, 233,334 Shares will vest and become nonforfeitable as set forth in subparagraph 2(a) below (the “Initial Shares”) and 111,111 Shares will vest and become nonforfeitable as set forth in subparagraph 2(b) below (the “One-Time Shares”).

     2.  Vesting of the Shares . Subject to the earlier forfeiture of the Shares in accordance with the terms hereof, the Shares granted under this Agreement will become vested and nonforfeitable as follows:

          (a) 25% of the Initial Shares will become vested and nonforfeitable on each of the first, second, third and fourth anniversaries of the Grant Date, until the Initial Shares are vested and nonforfeitable in full, provided Executive remains in the continuous employ of PRGX through such date(s).

          (b) 50% of the One-Time Shares will become vested and nonforfeitable on each of the second and fourth anniversaries of the Grant Date, until the One-Time Shares are

vested and nonforfeitable in full, provided Executive remains in the continuous employ of PRGX through such date(s).

          (c) Notwithstanding the foregoing, 100% of all the outstanding unvested Shares will become vested and nonforfeitable on a Change in Control (as defined in the Employment Agreement) to the extent not previously vested and nonforfeitable, provided Executive remains in the continuous employ of PRGX until the Change in Control.

          (d) Upon a termination of Executive’s employment by PRGX without Cause, by Executive for Good Reason, by Executive upon PRGX’s failure to renew the Employment Agreement or on Executive’s Incapacity (as defined in the Employment Agreement) or death (as set forth in the Employment Agreement), the outstanding unvested Shares will become vested and nonforfeitable upon such termination to the extent such Shares would have become vested and nonforfeitable based solely on the continued employment of Executive through the next anniversary of the Grant Date immediately following the termination of Executive’s employment.

          (e) The Compensation Committee of the Board of Directors of PRGX (the “Compensation Committee”) may, in its sole discretion, accelerate the vesting of all or a portion of the Shares without regard to whether the requirements for vesting thereof in subparagraphs 2(a), (b), (c) or (d) have been met.

     3.  Non-Transferability of the Shares . Executive shall not assign or transfer any Shares while such Shares remain forfeitable, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, however, Executive, with the approval of the Compensation Committee, may transfer such Shares for no consideration to or for the benefit of Executive’s Immediate Family (including, without limitation, to a trust for the benefit of Executive’s Immediate Family or to a partnership or limited liability company for one or more members of Executive’s Immediate Family), subject to such limits as the Compensation Committee may establish, and the transferee(s) shall remain subject to all the terms and conditions applicable to the Shares prior to transfer (including, without limitation, the provisions regarding vesting and forfeiture.). The term “Immediate Family” means Executive’s spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren (and, for this purpose, shall also include Executive). No right or interest of Executive or any transferee in the Shares shall be subject to any lien or any obligation or liability of the Executive or any transferee.

     4.  Forfeiture of the Shares .

          (a) The portion of the Shares that is not vested and nonforfeitable pursuant to subparagraphs 2(a), (b), (c) or (d) as of the date of termination of Executive’s employment with PRGX will be forfeited automatically at the close of business on that date (or, if earlier, on termination of Executive’s employment by PRGX for Cause (as defined in the Employment Agreement)).

          (b) In no event may the Shares become vested and nonforfeitable, in whole or in part, after forfeiture pursuant to subparagraph 4(a).

     5.  Investment Representations . PRGX may require Executive, as a condition of receipt of the Shares, to give written assurances in substance and form satisfactory to PRGX to the effect that Executive is acquiring the Shares for Executive’s own account for investment and not with any present intention of selling or otherwise distributing them, and to such other effect as PRGX deems necessary or appropriate in order to comply with applicable federal and state securities laws.

     6.  Registration of the Shares . PRGX shall use its reasonable best efforts to file, within one year of the date hereof, a registration statement on Form S-8 under the Securities Act of 1934, as amended, to register the resale of the Shares.

     7.  Compliance with Law . The Shares are subject to the requirement that, if at any time counsel to PRGX determines that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance of the Shares, then the Shares may not become vested and nonforfeitable, in whole or in part, unless the listing, registration, qualification, consent or approval has been effected or obtained on conditions acceptable to the Compensation Committee. Nothing in this Agreement will be deemed to require PRGX to apply for or to obtain the listing, registration, qualification, consent or approval.

     8.  Recapitalization . If the outstanding shares of Common Stock are changed into or exchanged for a different number or kind of shares or other securities of PRGX by reason of any recapitalization, reclassification, stock split, stock dividend, combination, subdivision or similar transaction, then, subject to any required action by PRGX’s shareholders, the number of Shares and the kind of shares or other securities of PRGX that are subject to this Agreement are to be proportionately adjusted; except that no fractional shares are to be issued or made subject to this Agreement in making the foregoing adjustments. All adjustments made by the Compensation Committee under this paragraph 8 will be final, conclusive and binding upon Executive.

     9.  Reorganization . If, while all or any portion of the Shares remain nontransferable and forfeitable, PRGX proposes to merge or consolidate with another corporation, whether or not PRGX is to be the surviving corporation, or if PRGX proposes to liquidate or sell or otherwise dispose of substantially all of its assets or substantially all of the outstanding shares of Common Stock are to be sold, or a Change in Control occurs (within the meaning of the Employment Agreement), then the Compensation Committee may, in its sole discretion, either (i) make appropriate provision for the protection of the Shares by the substitution on an equitable basis of (A) appropriate stock of the surviving corporation or its parent in the merger or consolidation, or other reorganized corporation that will be issuable in respect to the Shares when they vest, or (B) any alternative consideration as the Compensation Committee, in good faith, may determine to be equitable in the circumstances; and, in either case, require in connection therewith the surrender of the Shares so replaced; or (ii) in the case of a Change in Control, upon written notice to Executive, provide that the unvested and forfeitable portion of the Shares be forfeited within a specified number of days of the date of such notice (but only to the extent the Shares will not vest and become nonforfeitable on the Change in Control). In any such case, the

Compensation Committee may, in its discretion, accelerate the date on which the Shares, in whole or in part, become vested and nonforfeitable

     10.  Rights as Shareholder . While the Shares remain subject to forfeiture in accordance with this Agreement, Executive shall have all rights of a stockholder with respect to such Shares, including the right to receive dividends and vote the Shares; provided, however, that during such period (i) Executive may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Shares other than as described above and (ii) PRGX shall retain custody of any certificates evidencing the Shares. In lieu of retaining custody of any certificates evidencing the Shares, the Shares granted under the Agreement, may, in PRGX’s discretion, be held in escrow by PRGX or reflected in PRGX’s books and records, until Executive’s interest in such Shares becomes vested and nonforfeitable. With respect to any Shares forfeited under this Agreement, Executive does hereby irrevocably constitute and appoint the Secretary of the Company or any successor Secretary of the Company (the “Secretary”) as his 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 that are forfeited under this Agreement.

     11.  Withholding of Taxes . PRGX’s obligation to deliver Shares upon vesting is subject to Executive’s satisfaction of any applicable federal, state and local income and employment tax and withholding requirements in a manner and form satisfactory to PRGX. The Compensation Committee, to the extent applicable law permits, may allow Executive to pay such withholding amounts (i) by surrendering (actually or by attestation) shares of Common Stock that Executive already owns and, if necessary to avoid adverse accounting consequences, has held for at least six months (but only for the minimum required withholding), (ii) by a cashless exercise through a broker, (iii) by means of a “net exercise” procedure or (iv) by such other medium of payment as the Compensation Committee in its discretion shall authorize.

     12.  No Special Employment Rights . No provision in this Agreement will be deemed to grant to Executive any right with respect to Executive’s continued employment with, or other engagement by, PRGX or interfere in any way with the ability of PRGX at any time to terminate Executive’s employment or other engagement or to increase or decrease Executive’s compensation from the rate in existence at the Grant Date.

     13.  Other Employee Benefits . The amount of any compensation deemed to be received by Executive as a result of the vesting of the Shares will not constitute “earnings” with respect to which any other benefits of Executive are determined, including, without limitation, benefits under any pension, profit sharing, life insurance or salary continuation plan.

     14.  Interpretation of this Agreement . All decisions and interpretations made by the PRGX Board or the Compensation Committee with regard to any question arising under this Agreement will be binding and conclusive on PRGX and Executive.

     15.  Choice of Law . This Agreement is to be governed by the internal law, and not the laws of conflicts, of the State of Georgia.

     16.  Successors and Assigns . Subject to paragraph 3, this Agreement is to bind and inure to the benefit of and be enforceable by Executive, PRGX and their respective heirs, executors, personal representatives, successors and assigns.

     17.  Notices . Any notice provided for in this Agreement must be in writing and is to be either personally delivered, sent by reputable overnight carrier or mailed by first class mail, return receipt requested, to the recipient at the address indicated as follows:

Notices to Executive :

Romil Bahl
                                                                   
                                                                   

Notices to PRGX :

PRG-Schultz International, Inc.
600 Galleria Parkway
Suite 100
Atlanta, Georgia 30339-8426
Attn: Senior Vice President and General Counsel

or any other address or to the attention of any other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered, sent or mailed.

     18.  Severability . Whenever possible, each provision of this Agreement is to be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any particular jurisdiction, that invalidity, illegality or unenforceability is not to affect any other provision or any other jurisdiction, and this Agreement shall be reformed, construed and enforced in the particular jurisdiction as if the invalid, illegal or unenforceable provision had never been contained herein.

     19.  Complete Agreement . This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, that may have related to the subject matter hereof in any way.

     20.  Amendment and Waiver . Subject to the next sentence, the provisions of this Agreement may be amended or waived only with the prior written consent of PRGX and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement is to affect the validity, binding effect or enforceability of this Agreement. PRGX unilaterally may waive any provision of this Agreement in writing to the extent that the waiver does not adversely affect the interests of Executive under this Agreement, but the waiver is not to

operate as or be construed to-be a subsequent waiver of the same provision or a waiver of any other provision of this Agreement.

     21.  Section 409A . It is intended that the Shares granted hereunder be exempt from the requirements applicable to nonqualified deferred compensation requirements subject to Section 409A of the Internal Revenue Code of 1996, as amended (the “Code”). For purposes of this Agreement, any action taken hereunder shall be undertaken in a manner that will not negatively affect the status of the Restricted Stock as exempt from treatment as deferred compensation subject to Section 409A of the Code unless such action otherwise complies with Section 409A of the Code to the extent necessary to avoid noncompliance.

[SIGNATURE PAGE TO FOLLOW]

     The parties are signing this Agreement as of the date stated in the introductory clause.