PRGX Global, Inc. (NASDAQ:PRGX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October25, 2017, PRGX Global, Inc. (the “Company” or “PRGX”) and Ronald E. Stewart, the Company’s President and Chief Executive Officer, entered into a second amendment (the “Amendment”) to Mr.Stewart’s employment agreement, which, among other things, (1)extended the term of Mr.Stewart’s employment agreement until December31, 2021, (2) increased Mr.Stewart’s annual base salary from $515,000 to $550,000, (3) increased the target and maximum short-term annual incentive opportunities (as a percentage of base salary and to conform to Mr.Stewart’s 2017 incentive opportunities under the Company’s 2017 Short Term Incentive plan) from 90% and not less than 180%, respectively, to 50% and not less than 200%, respectively, (4)updated the “Restricted Territory” in which Mr.Stewart will be restricted from certain activities after the termination of his employment with PRGX, and (5)provided for the grant to Mr.Stewart of stock options to acquire 500,000 shares of the common stock, no par value, of the Company, which are discussed in more detail below.
In accordance with the Amendment, on October25, 2017 the Company granted Mr.Stewart stock options to acquire 500,000 shares of the common stock, no par value, of the Company (the “2017 Stock Options”) at an exercise price equal to $7.35, the closing price of the Company’s common stock on October25, 2017, to a Non-Qualified Stock Option Agreement, the form of which is filed with this Current Report on Form 8-K. The 2017 Stock Options were approved by the Company’s Compensation Committee and were granted under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan. The 2017 Stock Options have a five-year term, and will vest and become exercisable as to one-third of the 2017 Stock Options (rounded down to the nearest whole share) on each of December31, 2019 and December31, 2020, and as to the remaining 2017 Stock Options on December31, 2021, subject to Mr.Stewart’s continued employment through such dates and any other acceleration provisions set forth in the award agreement or the Amendment.
Except as described above, all other material terms of Mr.Stewart’s employment agreement remain in full force and effect. The foregoing is qualified in its entirety by reference to the full text of the Amendment attached as Exhibit 10.1 to this Current Report and incorporated herein by reference. In addition, the foregoing is qualified in its entirety by reference to the PRGX Non-Qualified Stock Option Agreement, attached as Exhibit 10.2 to this Current Report.
Item 9.01. Financial Statements and Exhibits
The following exhibits are filed herewith:
| Exhibit10.1 | Second Amendment of Employment Agreement dated October25, 2017, by and between Ronald E. Stewart and the Company |
| Exhibit10.2 | PRGX Non-Qualified Stock Option Agreement dated October25, 2017, by and between Ronald E. Stewart and the Company |
EXHIBIT INDEX
PRGX GLOBAL, INC. ExhibitEX-10.1 2 d475304dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SECOND AMENDMENT OF EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT OF EMPLOYMENT AGREEMENT (this “Second Amendment”) is made and entered into as of October 25,…To view the full exhibit click here
About PRGX Global, Inc. (NASDAQ:PRGX)
PRGX Global, Inc. (PRGX), together with its subsidiaries, provides recovery audit and spend analytics services. The Company provides recovery audit, procure-to-pay performance improvement, spend analytics and risk management services principally to large businesses and government agencies. The Company operates through three segments: Recovery Audit Services-Americas, Recovery Audit Services-Europe/Asia-Pacific and Adjacent Services. The Recovery Audit Services-Americas segment represents recovery audit services the Company provides in the United States, Canada and Latin America. The Recovery Audit Services-Europe/Asia-Pacific segment represents recovery audit services it provides in Europe, Asia and the Pacific region. The Adjacent Services segment includes spend analytics (data transformation and cost harmonization), Supplier Information Management (SIM) and Chartered Institute of Purchasing & Supply (CIPS) Sustainability Index (CSI).
