Summary of PRG-SCHULTZ INTERNATIONAL, INC.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2009 Performance Bonus Plan
On May 5, 2009, the Compensation Committee of the Board of Directors of PRG-Schultz International, Inc. (the "Company") established the material terms for the 2009 performance bonus plan in which the Company's principal executive officer, principal financial officer and its other currently employed named executive officers will participate. The material terms of the 2009 bonus plan are as follows:
Х The overall bonus pool under the 2009 bonus plan will be established based on the Company's achieving a percentage of the target level of adjusted EBIDTA established by the Compensation Committee (ranging from 85% to 115% of the target). No amounts will be contributed to the bonus pool unless the Company achieves 85% of the adjusted EBIDTA target.

Х Target and maximum bonus amounts for each named executive officer under the 2009 bonus plan are established in accordance with the officer's employment agreement.

Х Actual bonus payments to named executive officers under the 2009 bonus plan will be based (a) for all named executive officers other than those who are leaders of an operating group (such as Larry Robinson, the Company's Senior Vice President & President - Americas), 70% on the Company's 2009 adjusted EBIDTA performance, (b) for leaders of an operating group, such as Mr. Robinson, who serves as the leader of the Company's Americas operating group, 35% on the Company's 2009 adjusted EBIDTA performance and 35% on the 2009 adjusted EBITDA performance of the applicable operating group, and (c) for all named executive officers, 30% on the achievement of individual performance objectives as approved by the Compensation Committee.

CFO Resignation and Appointment of Successor On May 11, 2009, the Company announced that Peter Limeri, Chief Financial Officer and Treasurer will resign from the Company effective May 31, 2009. Robert B. Lee, the Company's Controller, will succeed Mr. Limeri, taking on the additional roles of Chief Financial Officer and Treasurer effective June 1, 2009. A copy of the press release announcing Mr. Lee's appointment and Mr. Limeri's resignation is attached hereto as Exhibit 99.1. In connection with his appointment, the Company expects to enter into an employment agreement with Mr. Lee.
Mr. Lee, 54, joined the Company as Controller in January 2006. From October 2002 to December 2005, Mr. Lee was a principal in Bartlett Lee Auxiliary Management, a financial services outsourcing firm. From January 1993 to October 2002, he served as CFO and Controller of Buckhead America Corporation, a publicly owned hospitality company. Buckhead America was a spin-off company of Days Inns of America where Mr. Lee had served as Controller from September 1990 to December 1992. Prior to joining Days Inns, Mr. Lee was a Senior Manager with KPMG Peat Marwick where he began his career. Mr. Lee is a Certified Public Accountant, actively licensed since 1982.