8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

August 3, 2010
Date of Report (Date of earliest event reported)

PRGX Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia	0-28000	58-2213805
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Galleria Parkway, Suite 100
Atlanta, Georgia	30339 - 5949
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s Telephone Number, Including Area Code): 770-779-3900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On August 9, 2010, PRGX Global, Inc. (the “Company”) entered into the Seventh Amendment (the “Amendment”) to its Shareholder Protection Rights Agreement (the “Shareholder Rights Plan”) with American Stock Transfer and Trust Company, a New York banking corporation and successor in interest to Wachovia Bank, National Association, as Rights Agent, dated as of August 9, 2000 (previously amended on March 12, 2002, August 16, 2002, November 7, 2005, November 14, 2005, March 15, 2006 and September 17, 2007), to extend the expiration date of the Shareholder Rights Plan for one year. Following the Amendment, the Shareholder Rights Plan will continue in effect until August 12, 2011, unless the rights issued thereunder are earlier redeemed or amended by the Board of Directors of the Company.

     A copy of the Amendment is attached as Exhibit 4.1 to this report and is incorporated herein by reference. The foregoing description of the Amendment and the Shareholder Rights Plan does not purport to be complete and is qualified in its entirety by reference to the Amendment and the Shareholder Rights Plan.

Item 3.03. Material Modification to Rights of Security Holders.

     Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On August 3, 2010, the Company entered into a Separation Agreement (the “Separation Agreement”) with Larry Robinson, the Company’s former Senior Vice President-Audit Services-Americas. Pursuant to the Separation Agreement, the employment agreement between the Company and Mr. Robinson (the “Employment Agreement”) was terminated. As previously reported, Mr. Robinson’s employment relationship with the Company was terminated effective June 16, 2010 (the “Termination Date”). The material terms of the Separation Agreement are as follows:

     1. Post-employment Compensation. In accordance with the terms of the Employment Agreement with Mr. Robinson, the Separation Agreement provides for (a) the Company to make bi-weekly severance payments to Mr. Robinson based on his most recent annual salary for the period of sixty-eight (68) weeks from the Termination Date; (b)  Mr. Robinson to receive in March 2011 the bonus, if any, that he would have received for calendar year 2010, pro-rated based on the number of days he was employed in 2010 before the Termination Date (subject to the Company’s achievement of certain levels of EBITDA and consolidated revenues for 2010 and Mr. Robinson’s individual 2010 performance relative to individual performance objectives); (c) eligibility for medical, dental and vision insurance coverage for Mr. Robinson, his spouse, and his eligible dependents to continue for the period of sixty-eight (68) weeks from the Termination Date on the

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same basis and at the same cost as available to similarly-situated active employees; (d) vesting in full of Mr. Robinson’s outstanding unvested options, restricted stock and other equity based awards that would have vested based solely on his continued employment; and (e) all of Mr. Robinson’s outstanding stock options to remain outstanding until the earlier of (i) one year from the Termination Date or (ii) the original expiration date of the options. In addition, the Company will make a lump sum payment of $25,000 to Mr. Robinson.

     2. Business Protection Agreements. Mr. Robinson is bound by confidentiality provisions, non-competition covenants and non-solicitation restrictions concerning both customers and employees of the Company.

     3. Release. In order to collect his severance benefits, Mr. Robinson has signed and returned a release agreement, pursuant to which Mr. Robinson agreed to release all current or future claims, known or unknown, arising on or before the date of the release against the Company and its affiliates and their respective officers, directors, employees, agents, insurers, assigns, and successors in interest.

     The foregoing description is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

The following exhibits are filed herewith:

Exhibit 4.1	Seventh Amendment to the Shareholder Protection Rights Agreement, dated August 9, 2010.
Exhibit 10.1	Separation Agreement dated August 3, 2010, by and between Mr. Larry Robinson and the Company

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SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRGX Global, Inc.
By:	/s/ Victor A. Allums
	Victor A. Allums
	Senior Vice President, Secretary and General Counsel

Dated: August 9, 2010

EXHIBIT INDEX

Exhibit Number		Description
	4.1	Seventh Amendment to the Shareholder Protection Rights Agreement, dated August 9, 2010.
	10.1	Separation Agreement dated August 3, 2010, by and between Mr. Larry Robinson and the Company

EX-4.1

Exhibit 4.1

SEVENTH AMENDMENT TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT

     THIS SEVENTH AMENDMENT (this “Amendment”), effective as of August 9, 2010, is between PRGX GLOBAL, INC., a Georgia corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York banking corporation and successor in interest to Wachovia Bank, National Association, as Rights Agent (“AST” or the “Rights Agent”).

W I T N E S S E T H

     WHEREAS, in connection with that certain Shareholder Protection Rights Agreement dated as of August 9, 2000, as amended effective March 12, 2002, August 16, 2002, November 7, 2005, November 14, 2005, March 16, 2006 and September 17, 2007, between the Company and the Rights Agent (the “Agreement”), the Board of Directors of the Company deems it advisable and in the best interest of the Company and its shareholders to amend the Agreement in accordance with Section 5.4 thereof; and

     WHEREAS, pursuant to its authority under Section 5.4 of the Agreement, the Board of Directors of the Company has authorized and approved this Amendment to the Agreement set forth herein as of the date hereof.

     NOW, THEREFORE, in consideration of the premises and the respective agreements set forth herein, the parties hereby agree as follows:

     1. Definitions. Capitalized terms used in this Amendment, which are not otherwise defined herein, are used with the same meaning ascribed to such terms in the Agreement.

     2. Amendments.

(a) The definition of “Expiration Time” in Section 1.1 is hereby deleted in its entirety and replaced to read as follows:

“Expiration Time” shall mean the earliest of (i) the Exchange Time, (ii) the Redemption Time, (iii) the close of business on August 12, 2011 and (iv) the merger of the Company into another corporation pursuant to an agreement entered into when there is no Acquiring Person unless such transaction would constitute a Flip-over Transaction or Event.

(b) Section 5.9 is hereby amended to provide that notices or demands shall be addressed as follows (until another address is filed):

If to the Company:	PRGX Global, Inc.
	600 Galleria Parkway, Suite 100
	Atlanta, Georgia 30339-5949
	Attention: Victor A. Allums, General Counsel

with a copy to:	Troutman Sanders LLP
	600 Peachtree Street, NE, Suite 5200
	Atlanta, Georgia 30308
	Attention: David W. Ghegan, Esq.
If to Rights Agent:	American Stock Transfer & Trust Company, LLC
	59 Maiden Lane
	New York, New York 10038
	Attention: Corporate Trust Department

     3. Counterparts. This Amendment may be executed in any one or more counterparts, each of which shall be deemed an original and all of which shall together constitute the same Amendment.

     4. Ratification. Except as modified and amended as set forth herein, the Agreement is hereby ratified and confirmed without further modification or amendment.

[signature page to immediately follow]

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective as of the date first above written.

PRGX GLOBAL, INC.
By:	/s/ Victor A. Allums
Name:	Victor A. Allums
Title:	Senior Vice President and General Counsel
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By:	/s/ Herbert J. Lemmer
Name:	Herbert J. Lemmer
Title:	Vice President

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

     THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into this 3^rd day of August, 2010, by and between LARRY ROBINSON (“Executive”) and PRGX GLOBAL, INC., a Georgia corporation formerly known as PRG-Schultz International, Inc. (“Company”). Executive and Company are sometimes hereinafter referred to together as the “Parties” and individually as a “Party.”

BACKGROUND:

     A. Executive was employed pursuant to an employment agreement between Executive and Company dated November 28, 2008 (“Employment Agreement”).

     B. Executive and Company now mutually desire to end Executive’s employment and terminate the Employment Agreement effective as of the date hereof.

     C. Company and Executive wish to avoid any disputes which could arise under the Employment Agreement and have therefore compromised any claims or rights they have or may have under the Employment Agreement by agreeing to the terms of this Agreement.

     NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. Termination of Employment. The Parties agree that (a) the Employment Agreement is hereby terminated as of the date hereof, (b) the initial presentation of this Agreement to Executive on May 17, 2010 constituted written notice of termination of Executive’s employment, and (c) Executive’s employment relationship with Company shall terminate effective June 16, 2010 (“Termination Date”), and all benefits, privileges and authorities related to Executive’s employment with Company shall hereby cease, except as otherwise specifically set forth in this Agreement.

     2. No Admission. The Parties agree that their entry into this Agreement is not and shall not be construed to be an admission of liability or wrongdoing on the part of either Party.

     3. Future Cooperation. Executive agrees that, notwithstanding the termination of Executive’s employment on the Termination Date, Executive upon reasonable notice will make himself available to Company or its designated representatives for the purposes of: (a) providing information regarding the projects and files on which Executive worked for the purpose of transitioning such projects; and (b) providing information regarding any other matter, file, project and/or client with whom Executive was involved while employed by Company.

     4. Consideration.

          (a) In consideration for Executive’s agreement to terminate the Employment Agreement, to fully release Company from any and all Claims as described below, and to perform the other duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (c) below:

          (i) Pay severance to Executive in the form of salary continuation for sixty-eight (68) weeks immediately following the Termination Date (“Severance Period”). Such payments shall be made in accordance with Company’s standard pay practices in an amount equal to Sixteen Thousand One Hundred and Twenty-Five and 73/100 dollars ($16,125.73) per bi-weekly pay period for 34 pay periods following Executive’s Termination Date, except that no payments shall be made during the period that begins immediately after the Termination Date and ends on the earlier of (i) Executive’s death or (ii) six months after the Termination Date. The payments that would otherwise have been made in such period shall be accumulated and paid in a lump sum on the first bi-weekly pay period after the end of such period.

          (ii) Continue after the Termination Date any health care (medical, dental and vision) plan coverage, other than under a flexible spending account, provided to Executive at the Termination Date for the Severance Period, on a monthly or more frequent basis, on the same basis and at the same cost to Executive as available to similarly-situated active employees during such Severance Period, provided that such continued coverage shall terminate in the event Executive becomes eligible for any such coverage under another employer’s plans or any publicly-funded federal, state, provincial or local healthcare plan or system.

          (iii) Pay an amount equal to Executive’s actual earned full-year bonus for 2010, pro rated based on the number of days Executive was employed in 2010 on and before the Termination Date, payable at the time Executive’s annual bonus for such year otherwise would have been paid had Executive continued employment. Payment of a pro rated portion of Executive’s 2010 bonus hereunder is dependent upon (1) the Company’s achievement of certain levels of 2010 consolidated Company revenues and adjusted EBITDA established by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), (2) the achievement of certain levels of 2010 service line (Recovery Audit — Americas) revenues and adjusted EBITDA established by the Compensation Committee, and (3) Executive’s performance with respect to certain individual performance objectives for 2010 approved by the Compensation Committee.

          (iv) Vest in full, effective as of the later of the Termination Date or the date upon which the revocation period for the Release described in Section 4(b) below expires without Executive having elected to revoke the Release, Executive’s outstanding unvested options, restricted stock and other equity-based awards that would have vested based solely on the continued employment of Executive. Additionally, all of Executive’s outstanding stock options shall remain outstanding until the earlier of (i) one year after the Termination Date or (ii) the original expiration date of the options (disregarding any earlier expiration date provided for in any other agreement, including without limitation

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any related grant agreement, based solely on the termination of the Executive’s employment).

          (v) Pay to executive in cash in a single lump sum an amount equal to Twenty Five Thousand Dollars ($25,000) subject to applicable taxes and withholdings within fifteen days after the date upon which the revocation period for the Release described in Section 4(b) below expires without Executive having elected to revoke the Release.

          (b) Notwithstanding anything else contained herein to the contrary, no payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, by August 15, 2010: (i) Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (the “Release”); and (ii) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release. Executive agrees and acknowledges that Executive would not be entitled to the consideration described herein absent execution of the Release. Any payments to be made, or benefits to be delivered, under this Agreement (other than the payments required to be made by Company pursuant to Section 5 below and the vesting of outstanding unvested options, restricted stock and other equity-based awards as set forth in Section 4(a)(iv) above) within the thirty (30) days after the Termination Date shall be accumulated and paid in a lump sum on the first bi-weekly pay period occurring more than thirty (30) days after the Termination Date, provided Executive delivers the signed Release to Company and the revocation period thereunder expires without Executive having elected to revoke the Release.

          (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, Executive also waives any and all rights to any other amounts payable to him upon the termination of his employment relationship with Company, other than those specifically set forth in this Agreement, including without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the laws of any jurisdiction and/or the Employment Agreement, and Executive agrees not to pursue or claim any such payments, benefits or rights.

          (d) Executive agrees that he will not be entitled to receive after the Termination Date any of the additional benefits or amounts set forth on Exhibit A of the Employment Agreement that accrue or relate to periods after the Termination Date. Notwithstanding the foregoing, Executive and Company agree that the tax equalization benefit described in Exhibit A to the Employment Agreement survives by its terms beyond the Termination Date, provided that for purposes of such provision the last year “affected by the assignment” shall be deemed to be 2010. Executive agrees to indemnify Company and hold Company harmless, to the fullest extent permitted by applicable law, with respect to any housing, furniture, utilities, insurance, automobile expenses, medical costs (except to the extent provided in Section 4(a)(ii) above), work permit/visa costs and other costs or amounts that accrue or relate to periods after the Termination Date, such amounts being Executive’s sole responsibility after the Termination Date.

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     5. Other Benefits.

          Nothing in this Agreement or the Release shall:

          (a) alter or reduce any vested, accrued benefits (if any) Executive may be entitled to receive under any 401(k) plan established by Company;

          (b) affect Executive’s right (if any) to elect and (subject to Section 4(a)(ii) above) pay for continuation of Executive’s health insurance coverage under Company’s health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (C.O.B.R.A.), as amended, and to receive any C.O.B.R.A. subsidy for such coverage that may be available pursuant to applicable law;

          (c) affect Executive’s right (if any) to receive (i) any base salary that has accrued through the Termination Date and is unpaid, (ii) any reimbursable expenses that Executive has incurred before the Termination Date but are unpaid and (iii) any unused paid time off days to which Executive will be entitled to payment, all of which shall be paid as soon as administratively practicable (and in any event within thirty (30) days) after the Termination Date;

          (d) alter or reduce the vested benefits to which Executive is entitled under Company’s management incentive plan (“MIP”), which shall be paid in accordance with the MIP and Executive’s applicable performance unit agreement;

          (e) affect Executive’s right to continue to receive his base salary and benefits through the Termination Date, as in effect as of the date hereof, which base salary and benefits will continue through the Termination Date, except with respect to any changes in benefits that are applicable generally to the other executives of Company; or

          (f) affect Executive’s right (if any) to receive (i) any additional amounts set forth on Exhibit A of the Employment Agreement to which Executive may be entitled which have accrued through the Termination Date and remain unpaid, which amounts will be paid at the time originally set forth in the Employment Agreement, (ii) any tax equalization benefits to which Executive may be entitled under the Employment Agreement which shall be paid as set forth therein, and (iii) tax return preparation assistance from PricewaterhouseCoopers or another Company-designated firm for the years affected by Executive’s assignment to the United States through the Termination Date, the cost of which the Company will pay directly.

     6. Confidentiality of Agreement Terms. Except as otherwise expressly provided in this Section 6, Executive agrees that the terms, conditions and amount of consideration set forth in this Agreement (including the Exhibits hereto) are and shall be deemed to be confidential and hereafter shall not be disclosed by Executive to any other person or entity. The only disclosures excepted by this paragraph are (a) as may be required by law; (b) Executive may tell prospective employers the dates of Executive’s employment, positions held, evaluations received, Executive’s duties and responsibilities and salary history with Company; (c) Executive

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may disclose the terms and conditions of this Agreement to Executive’s attorneys and tax advisers; and (d) Executive may disclose the terms of this Agreement to Executive’s spouse, if any; provided, however, that any spouse, attorney or tax adviser learning about the terms of this Agreement must be informed about this confidentiality provision, and Executive will be responsible for any breaches of this confidentiality provision by his spouse, attorneys or tax advisers to the same extent as if Executive had directly breached this agreement. Executive acknowledges that Company may be required by law to disclose information about this Agreement and its terms.

     7. Definitions. For purposes of this Agreement, the following terms shall have the following respective meanings:

          (a) “Business of 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.

          (b) “Confidential Information” means any information about Company and its employees, customers and/or suppliers which is not generally known outside of Company, which Executive learned in connection with Executive’s employment with Company, and which would be useful to competitors or the disclosure of which would be damaging to Company. 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 Company obtains products from its suppliers and sells services and products to customers; (C) the nature, origin, composition and development of Company’s services and products; and (D) the manner in which Company provides products and services to its customers.

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

          (d) “Restricted Territory” means, and is limited to, the geographic area described in Exhibit B attached hereto. Executive acknowledges and agrees that this is a portion of the area in which Company does business at the time of the execution of this Agreement, and in which Executive had responsibility on behalf of Company.

          (e) “Trade Secrets” means Confidential Information of Company which meets the definition of a trade secret under applicable law.

     8. Confidentiality. Executive agrees that Executive will not directly or indirectly, use, copy, disclose, distribute or otherwise make use of on his own behalf or on behalf of any other person or entity (i) any Confidential Information for a period of five (5) years after the Termination Date or (ii) any Trade Secret at any time such information constitutes a trade secret under applicable law.

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     9. Non-Competition. Executive agrees that for a period of two (2) years following the Termination Date, Executive will not, either for himself or on behalf of any other person or entity, compete with the Business of Company within the Restricted Territory by performing activities which are the same as or similar to those performed by Executive for Company.

     10. Non-Solicitation of Customers. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not, directly or indirectly, solicit any actual or prospective customers of Company with whom Executive had Material Contact, for the purpose of selling any products or services which compete with the Business of Company.

     11. Non-Recruitment of Employees or Contractors. Executive agrees that for a period of two (2) years following the Termination Date, Executive will not, directly or indirectly, solicit or attempt to solicit any employee or contractor of Company with whom Executive had Material Contact, to terminate or lessen such employment or contract.

     12. Acknowledgments and Specific Performance.

          (a) Executive hereby acknowledges and agrees that the covenants contained in Sections 8 through 11 of this Agreement (collectively the “Restrictive Covenants”) are reasonable as to time, scope and territory given Company’s and Company’s parent’s and subsidiaries’ need to protect their business, customer relationships, personnel, Trade Secrets and Confidential Information. For purposes of the Restrictive Covenants, Company shall refer also to Company’s parent and subsidiaries as applicable. In the event any of the Restrictive Covenants or any other provisions in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action, and the invalidity of any one or more of the Restrictive Covenants or other provisions in this Agreement shall not cause or render any other of the Restrictive Covenants or provisions in this Agreement to be invalid or voidable. 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.

          (b) Executive acknowledges and agrees that any breach of the provisions of the Restrictive Covenants by him will cause irreparable damage to Company or Company’s parent or 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, 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 Restrictive Covenants. Additionally, notwithstanding the obligations within Section 16 of this Agreement respecting the exclusive jurisdiction of the United States District Court for the Northern District of Georgia and the State and Superior Courts of Cobb County, Georgia pertaining to actions arising out of this Agreement, and in addition to the Company’s right to seek injunctive relief in any state or federal court located in Cobb County, Georgia, the parties hereby acknowledge and agree that

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the Company may seek specific performance and injunctive relief in any jurisdiction, court or forum applicable to Executive’s then current residency in order to prevent or to restrain any breach by the Executive, or any and all of the Executive’s partners, co-venturers, employers, employees, or agents, acting directly or indirectly on behalf of or with the Executive, of any of the provisions of the Restrictive Covenants.

     13. Return of all Property and Information of Company. Executive agrees to return all of Company’s property within seven (7) days following the execution of this Agreement. 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 Company to Executive or which Executive has developed or collected in the scope of Executive’s employment related to Company and its parent, subsidiaries or affiliates as well as all Company-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers (except as described above), cell phones, pagers, materials, documents, plans, records, notebooks, drawings, or papers. Upon request by Company, Executive shall certify in writing that Executive has complied with this provision, and has deleted all Company information from any computers or other electronic storage devices owned by Executive. Executive may only retain information relating to Executive’s benefit plans and compensation to the extent needed to prepare Executive’s tax returns.

     14. No Harassing or Disparaging Conduct. Executive further agrees and promises that Executive will not engage in, or induce other persons or entities to engage in, any harassing or disparaging conduct or negative or derogatory statements directed at or about Company or its parent, subsidiaries or affiliates, the activities of Company or its parent, subsidiaries or affiliates, or the Releasees at any time in the future. Notwithstanding the foregoing, this Section 9 may not be used to penalize Executive for providing truthful testimony under oath in a judicial or administrative proceeding or complying with an order of a Court or government agency of competent jurisdiction.

     15. References. Following the termination date, Company agrees to give any potential employers who inquire about Executive’s work history at Company a neutral reference consisting of Employee’s dates of employment, title and compensation, so long as Executive directs all such requests to the Company’s Senior Vice President-Human Resources.

     16. Construction of Agreement and Venue for Disputes. This Agreement shall be deemed to have been jointly drafted by the Parties and shall not be construed against either Party. This Agreement shall be governed by the law of the State of Georgia, and the Parties agree that any actions arising out of or relating to this Agreement or Executive’s employment with Company must be brought exclusively in either 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 attorneys fees from the non-prevailing Party 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 Executive against Company or

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Company’s parent or subsidiaries, including any dispute relating to the termination of Executive’s employment or under this Agreement, shall not constitute a defense to enforcement of said covenants by injunction.

     17. Severability. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.

     18. No Reliance Upon Other Statements. This Agreement is entered into without reliance upon any statement or representation of any Party hereto or any Party hereby released other than the statements and representations contained in writing in this Agreement (including all Exhibits hereto).

     19. Entire Agreement. This Agreement, including all Exhibits hereto (which are incorporated herein by this reference), contains the entire agreement and understanding concerning the subject matter hereof between the Parties hereto. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon either Party hereto unless confirmed in writing. This Agreement may not be modified or amended, except by a writing executed by both Parties hereto. No waiver by either Party hereto of any term or provision of this Agreement or of any default hereunder shall affect such Party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.

     20. Further Assurance. Upon the reasonable request of the other Party, each Party hereto agrees to take any and all actions, including, without limitation, the execution of certificates, documents or instruments, necessary or appropriate to give effect to the terms and conditions set forth in this Agreement.

     21. No Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect.

     22. Binding Effect. This Agreement shall be finding on and inure to the benefit of the Parties and their respective heirs, representatives, successors and permitted assigns.

     23. Indemnification. Company understands and agrees that any indemnification obligations under its governing documents or the indemnification agreement between Company and Executive with respect to Executive’s service as an officer of Company remain in effect and survive the termination of Executive’s employment under this Agreement as set forth in such governing documents or indemnification agreement.

     24. Nonqualified Deferred Compensation.

          (a) 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 paid and provided in a manner, and at such time and form, as

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complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance.

          (b) Neither Company nor Executive shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Section 409A of the Code (including any transition or grandfather rules thereunder).

          (c) Because Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to be made or benefits to be delivered in connection with Executive’s “Separation from Service” (as determined for purposes of Section 409A of the Code) that constitute deferred compensation subject to Section 409A of the Code shall not be made until the earlier of (i) Executive’s death or (ii) six months after Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code. Payments otherwise due to be made in installments or periodically during 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 payment shall be made as otherwise scheduled. Any such benefits subject to the rule may be provided under the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled.

          (d) 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.

          (e) Notwithstanding any other provision of this Agreement, neither Company nor its parent, subsidiaries or affiliates shall be liable to Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code.

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     IN WITNESS WHEREOF, the Parties have executed, or caused their duly authorized representatives to execute, this Agreement as of the day and year first above written.

“Executive”
/s/ Larry Robinson
Larry Robinson
“Company” PRGX GLOBAL, INC.
By:	/s/ Katie Lafiandra
	Title: Senior Vice President — Human Resources

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