PRG SCHULTZ INTERNATIONAL INC
EMPLOYMENT AGREEMENT- HOWARD SCHULTZ
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>g76057ex10-2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT- HOWARD SCHULTZ
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


[PRG LETTERHEAD]


December 20, 2001


Howard Schultz
9241 LBJ Freeway
Dallas, TX 75243

Dear Howard:

I am pleased to extend this offer of full time employment with The Profit
Recovery Group USA, Inc. ("PRG") as an executive officer. You will also serve
as Chairman of the Board of Directors of The Profit Recovery Group
International Inc. ("PRGX"), reporting to the Board of Directors of PRGX. This
offer is conditioned upon the closing of the acquisition of Howard Schultz &
Associates International, Inc. ("HSA-Texas") and related companies (the
"Closing") and your signing the attached Employee Agreement. The terms of this
offer when accepted by you, together with the Employee Agreement you have
signed, will replace and supersede the terms of employment that you have with
HSA-Texas, effective upon the Closing. We are very excited about your joining
our organization and the opportunities for our mutual success.

Enclosed is our new hire package, which includes the forms to be completed and
returned to my attention at the Atlanta office. Both this offer letter and
Employee Agreement must be signed prior to the Closing.

The following confirms our offer:

1.       Base Salary.   Your base salary will be at the rate of $400,000 per
         annum, paid $15,384 every two weeks and pro-rated for partial years. No
         bonus will be paid.

2.       Term.   The term of your employment shall commence on the date of the
         Closing ("Closing Date"), and shall continue until the second
         anniversary of the Closing Date, unless sooner terminated as
         hereinafter provided.

3.       Options.   You will be granted a nonqualified option to purchase
         250,000 shares of Common Stock of PRGX at the exercise price per share
         equal to the closing sale price per share on the Closing Date as
         published in The Wall Street Journal on the business day immediately
         following the Closing Date, which option shall vest in the manner set
         forth in a separate stock option agreement entered into on the Closing
         Date between you and PRGX granted under the PRGX Stock Incentive Plan.

4.       Employee Benefits.   You will be eligible for participation in PRG's
         Employee Benefits Plan, which currently offers medical, dental, life,
         short term and long term disability insurance, flexible spending
         accounts, 401(k) Savings Plan and Employee Stock Purchase Program. The
         effective dates for your coverage and participation in these plans have
         previously been communicated to you under separate cover and with
         respect to all insured plans, will be subject to your eligibility for
         coverage at standard rates.
<PAGE>

                                                                 Howard Schultz
                                                              December 20, 2001
                                                                         Page 2

5.   Termination.

     (a) This Agreement may be terminated by PRG for "cause" upon delivery
         to you of notice of termination. As used herein, "cause" shall mean
         (i) fraud, material dishonesty, gross negligence, willful misconduct,
         commission of a felony or an act of moral turpitude, or (ii) engaging
         in activities prohibited by Sections 3, 4, 5, 6, 7 or 9 of the Employee
         Agreement signed by you and dated as of date hereof, or any other
         material breach of this Agreement.

     (b) You may, without cause, terminate this Agreement by giving PRG thirty
         (30) days' written notice in the manner specified in Section 7 hereof
         and such termination will be effective on the thirtieth (30th) day
         following the date of such notice or such earlier date as PRG
         specifies.

     (c) In the event of your Disability, physical or mental, PRG will have
         the right, subject to all applicable laws, including without
         limitation, the Americans with Disabilities Act ("ADA"), to
         terminate your employment immediately. For purposes of this Agreement,
         the term "Disability" shall mean your inability or expected inability
         (or a combination of both) to perform the services required of you
         hereunder due to illness, accident or any other physical or mental
         incapacity for an aggregate of ninety (90) days within any period of
         one hundred eighty (180) consecutive days during which this Agreement
         is in effect, as agreed by the parties or as determined pursuant to the
         next sentence. If there is a dispute between you and PRG as to whether
         a Disability exists, then such issue shall be decided by a medical
         doctor selected by PRG and a medical doctor selected by you and your
         legal representative (or, in the event that such doctors fail to agree,
         then in the majority opinion of such doctors and a third medical doctor
         chosen by such doctors). Each party shall pay all costs associated with
         engaging the medical doctor selected by such party and the parties
         shall each pay one-half (1/2) of the costs associated with engaging
         any third medical doctor.

     (d) In the event this Agreement is terminated, all provisions in this
         Agreement or the Employee Agreement relating to any action, including
         those of payment or compliance with covenants, subsequent to
         termination shall survive such termination.

     (e) If your employment with PRG is terminated by PRG for cause or if you
         voluntarily resign, you will receive your base salary prorated through
         the date of termination, payable in accordance with PRG's normal
         payroll procedure.

     (f) If your employment with PRG is terminated by your death or Retirement,
         you (or your legal representative in the cause of death) will receive
         base salary for the year in which such termination occurs prorated
         through the date of such termination and you will not receive any other
         amount in respect of the year in which termination occurs or in respect
         of any subsequent years. The prorated base salary will be in accordance
         with PRG's normal payroll procedure and the prorated bonus will be
         paid in a lump sum within ninety (90) days after the end of the year
         to which it relates.

     (d) If your employment with PRG is terminated for Disability (as defined
         herein), you or your legal representative will receive all unpaid base
         salary for the year in which such termination occurs prorated through
         the date of termination with such prorated base salary payable in
         accordance with PRG's normal payroll procedure and the prorated bonus
         payable in a lump sum within ninety (90) days after the end of the year
         to which it relates.

<PAGE>
                                                                  Howard Schultz
                                                               December 20, 2001
                                                                          Page 3


         (h)      If your employment is terminated for any reason, you will be
                  paid within sixty (60) days of termination for the value of
                  all unused vacation time which accrued during the calendar
                  year in which such termination occurs up to the date of
                  termination with the Company's policies.

6.       Successors and Assigns.    You may not assign this Agreement. This
         Agreement may be assigned by PRG to any affiliate of PRG. The
         provisions of this Agreement will be binding upon your heirs and legal
         representatives.

7.       Notices.    Any notice to be given under this Agreement shall be given
         in writing and may be effected by personal delivery or by placing such
         in the United States certified mail, return receipt requested and
         addressed as set forth below, or as otherwise addressed as specified by
         the parties by notice given in like manner:

<Table>
                  <S>                        <C>
                  If to PRG:                 The Profit Recovery Group USA, Inc.
                                             2300 Windy Ridge Parkway
                                             Suite 100 North
                                             Atlanta, Georgia 30339-8426
                                             Attention: General Counsel

                  If to you:                 Howard Schultz
                                             7141 Brookshire Drive
                                             Dallas, TX 75230
</Table>

8.       Withholdings.     PRG will deduct or withhold from all amounts payable
         to you pursuant to this Agreement such amount(s) as may be required
         pursuant to applicable federal, state or local news.

9.       Entire Agreement.     This Agreement, the Employee Agreement and such
         other documents as may be referenced by such documents (the "Referenced
         Documents"), constitute our entire agreement with respect to the
         subject matter hereof and, except as specifically provided herein or in
         the Employee Agreement and the Referenced Documents, supersedes all of
         our prior discussions, understandings and agreements. Any such prior
         agreements shall be null and void. This Agreement may not be changed
         orally, but only by an agreement in writing signed by the party against
         whom enforcement of any waiver, change, modification, extension or
         discharge is sought. Time is of the essence of this Agreement and each
         and every Section and subsection hereof.



                                                                               3
<PAGE>


                                                                  Howard Schultz
                                                               December 20, 2001
                                                                          Page 4

Please confirm your acceptance of this offer by signing and returning both this
letter to me at your earliest convenience but in any event on or before December
28, 2001.


                           Best wishes,

                           /s/ John M. Cook
                           ----------------------
                           John M. Cook


Agreed:

/s/ Howard Schultz
----------------------
Howard Schultz

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</DOCUMENT>
