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

April 27, 2016

Date of Report (Date of earliest event reported)

PRGX Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia

(State or Other Jurisdiction of Incorporation)

0-28000	58-2213805
(Commission File Number)	(IRS Employer Identification No.)

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

770-779-3900

(Registrant’s Telephone Number, Including Area Code)

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):

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

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

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

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

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

On April 27, 2016, PRGX Global, Inc. (the “Company”) and Ronald E. Stewart, the Company’s President and Chief Executive Officer, entered into an amendment (the “Amendment”) to Mr. Stewart’s employment agreement, which extended the term of the employment agreement until December 31, 2018 and also provided for an increase in Mr. Stewart’s target and maximum short-term incentive opportunities (as a percentage of base salary) from 75% and 150%, respectively, to 90% and not less than 180%, respectively, and the grant of 200,000 stock appreciation rights, which are discussed in more detail below.

In accordance with the Amendment, on April 27, 2016, the Company granted Mr. Stewart stock appreciation rights covering 200,000 shares of the Company’s common stock, no par value per share (the “SARs”), with an initial value per share equal to $4.71, the closing price of the Company’s common stock on April 27, 2016, pursuant to a Stock Appreciation Rights Agreement, the form of which is filed with this Current Report on Form 8-K. The SARs were approved by the Company’s Compensation Committee and were granted under the PRGX Global, Inc. 2008 Equity Incentive Plan. The SARs will vest and become payable in cash in a lump sum (net of applicable withholdings) on June 30, 2018, subject to Mr. Stewart’s continued employment through such date. Upon vesting, the Company will pay Mr. Stewart an amount equal to the excess of (i) the fair market value, as of June 30, 2018, of the shares of the Company’s common stock with respect to the SARs that have become vested and payable over (ii) the aggregate initial value of such SARs.

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 Stock Appreciation Rights Agreement, the form of which is attached as Exhibit 10.2 to this Current Report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

Exhibit 10.1	Amendment of Employment Agreement dated April 27, 2016, by and between Ronald E. Stewart and the Company
Exhibit 10.2	Form of Stock Appreciation Rights Agreement

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: April 29, 2016

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
10.1	Amendment of Employment Agreement dated April 27, 2016, by and between Ronald E. Stewart and the Company
10.2	Form of Stock Appreciation Rights Agreement

EX-10.1

Exhibit 10.1

AMENDMENT OF EMPLOYMENT AGREEMENT

THIS AMENDMENT OF EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 27, 2016 (the “Amendment Effective Date”) by and between PRGX Global, Inc., a Georgia corporation (the “Company”), and Ronald E. Stewart (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company and the Executive previously entered into that certain Employment Agreement, dated as of December 13, 2013 (the “Employment Agreement”), to set forth the terms and conditions of the Executive’s employment as the Company’s Chief Executive Officer and President; and

WHEREAS, the Company and the Executive now desire to amend the Employment Agreement as 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. Section 2 of the Employment Agreement is hereby amended by deleting it in its entirety and inserted the following in lieu thereof:

“Term. This Agreement is effective as of the Effective Date, and will continue through December 31, 2018 (the “Term”), unless terminated earlier as hereinafter provided.”

2. Section 3(b) of the Employment Agreement is hereby amended by deleting the fourth sentence therein and inserting the following in lieu thereof:

“In connection with such annual incentive bonus plan, subject to the corresponding performance levels being achieved, beginning with calendar year 2016, the Executive shall be eligible for an annual target bonus equal to ninety percent (90%) of the Executive’s annual base salary and an annual maximum bonus of not less than one hundred and eighty percent (180%) of the Executive’s annual base salary.”

3. Section 3(c) of the Employment Agreement is hereby amended by adding the following new clause (iv) to the end thereof:

“(iv) The Company shall grant to the Executive, effective as of the Amendment Effective Date, stock appreciation rights covering 200,000 shares of the common stock, no par value per share, of the Company (the “Cash-Settled SARs”) with an initial value equal to the closing price, as of the date of grant, of the underlying shares of common stock, pursuant to the Company’s form of Stock Appreciation Rights Agreement under the 2008 Incentive Plan. The Cash-Settled SARs will become vested and payable in cash in a lump sum (net of applicable withholdings) on June 30, 2018, subject to the Executive’s continued employment through such date and the acceleration provisions in this Agreement.”

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4. Section 8(b) of the Employment Agreement is hereby amended by adding the following new clause (viii) to the end thereof:

“(viii) vesting and payment of a prorated number of the 200,000 Cash-Settled SARs granted as of the Amendment Effective Date (to the extent not vested and paid previously) as follows: a prorated number of such 200,000 Cash-Settled SARs shall vest and become payable, no later than fifteen (15) days following the date of the Executive’s termination of employment, based upon the Executive’s continued employment from the date of grant of such Cash-Settled SARs, in that number that would have vested and become payable had such Cash-Settled SARs vested and become payable in equal installments on a daily basis after the date of grant of such Cash-Settled SARs through and including June 30, 2018.”

5. Section 8(d) of the Employment Agreement is hereby amended by adding the following new clause (v) to the end hereof:

“(v) vesting and payment of a prorated number of the 200,000 Cash-Settled SARs granted as of the Amendment Effective Date (to the extent not vested and paid previously) as follows: a prorated number of such 200,000 Cash-Settled SARs shall vest and become payable, no later than fifteen (15) days following the date of the Executive’s termination of employment, based upon the Executive’s continued employment from the date of grant of such Cash-Settled SARs, in that number that would have vested and become payable had such Cash-Settled SARs vested and become payable in equal installments on a daily basis after the date of grant of such Cash-Settled SARs through and including June 30, 2018.”

6. Section 8(f) of the Employment Agreement is hereby amended by deleting the second sentence therein.

7. Section 8(g) of the Employment Agreement is hereby amended by deleting the reference in the first sentence to Section 8(b)(i), (ii), (iii), (v), (vi) and (vii) therein and inserting the following in lieu thereof:

“8(b)(i), (ii), (iii), (v), (vi), (vii) and (viii)”

8. Except as otherwise set forth herein, the Employment Agreement shall continue in accordance with its terms as in effect prior to this Amendment.

[signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date set forth above.

PRGX GLOBAL, INC.
By:	/s/Victor A. Allums
Its:	Senior Vice President and General Counsel
EXECUTIVE
/s/ Ronald E. Stewart
Ronald E. Stewart

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EX-10.2

Exhibit 10.2

Your Name: «First» «Last»

Total No. of Stock Appreciation

Rights: «SARs»

PRGX STOCK APPRECIATION RIGHTS

AGREEMENT

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Stock Appreciation Rights described below (“SARs”) under the PRGX Amended and Restated 2008 Equity Incentive Plan (the “Plan”).

Grant Date:	April 27, 2016
Initial Value Per Share:	$

Vesting and Payment Schedule: Subject to the Plan and this Agreement, the SARs will become vested and payable as of June 30, 2018, provided you remain continuously employed with PRGX from the Grant Date until such time. The SARs shall not become vested and payable other than as set forth in this Agreement.

Voting and Dividend Rights: You will not have any voting or dividends rights with respect to the Shares to which your SARs relate.

The Additional Terms and Conditions and the Plan are incorporated in this Agreement by reference and contain important information about your SARs. Copies of these documents are being provided to you in connection with this Agreement. Please review them carefully and contact PRGX Human Resources if you have any questions.

Additional Terms and Conditions attached to this Agreement describe the terms of your SARs, what happens if you cease to remain employed with PRGX before your SARs become vested and payable and where to send notices; and

The Plan contains the detailed terms that govern your SARs. If anything in this Agreement or the other referenced documents is inconsistent with the Plan, the terms of the Plan, as amended from time to time, will control. All terms used herein that are not defined herein but that are defined in the Plan have the same meaning given them in the Plan.

Please sign in the space provided below, keep a copy of this Agreement for your records, and return the original to PRGX Human Resources.

Participant:	PRGX GLOBAL, INC.
	By:
«First» «Last»	Name:
Your Residence Address:	Its:
«Address_1» «Address_2»
«Address_3»
«City», «State» «Zip_Code»

ADDITIONAL TERMS AND CONDITIONS OF YOUR SARs

PLAN ADMINISTRATION.

• The Plan is administered on behalf of the Committee by the Plan administrator. The Plan administrator is responsible for assisting you with respect to your SARs and maintaining the records of the Plan. If you have questions about your SARs or how the Plan works, please contact the Plan administrator at Plan.Administrator@prgx.com or (770) 779-3309.

• Except as provided herein and in the Plan, the SARs are non-transferable. The SARs may be transferred by will or the laws of descent and distribution and, notwithstanding the foregoing, during the Participant’s lifetime may be transferred by the Participant to any of the Participant’s “family members” (as such term is defined in the general instruction to the Form S-8 Registration Statement under the Securities Act of 1933). Any such transfer will be permitted only if (i) the Participant does not receive any consideration for the transfer and (ii) the Plan administrator expressly approves the transfer. Any transferee to whom the SARs are transferred shall be bound by the same terms and conditions, including with respect to vesting and payment, that govern the SARs in the hands of the Participant; provided, however, that the transferee may not transfer the SARs except by will or the laws of descent and distribution. No right or interest of the Participant or any transferee in the SARs shall be subject to any lien, obligation or liability of the Participant or any transferee.

• No later than fifteen (15) days after any or all of the SARs have become vested and payable, the Company will pay to the Participant in a single lump sum cash in the amount which equals the excess of (i) the Fair Market Value, as of the date on which such SARs became vested and payable, of the shares of Common Stock with respect to which such SARs have become vested and payable over (ii) the aggregate Initial Value Per Share of such SARs set forth above.

• You may pay any applicable tax withholding (i) in cash, (ii) by certified or bank cashier’s check, or (iii) by such other medium of payment as the Plan administrator in his sole discretion may permit. The Plan administrator will determine the amount of any required tax withholding.

EFFECT OF TERMINATION OF EMPLOYMENT. If, prior to June 30, 2018 and a Change in Control, your employment with PRGX is terminated by PRGX without Cause, you terminate your employment for Good Reason, or your employment is terminated by reason of your death or Incapacity, a Pro Rata Portion of the SARs shall vest and become payable as of the termination of your employment with PRGX for any such reason. Any SARs that do not vest and become payable under such circumstances will be forfeited at that time.

If your employment with PRGX is terminated prior to June 30, 2018 and a Change of Control, other than by PRGX without Cause, by you for Good Reason, or by reason of your death or Incapacity, the SARs will be forfeited immediately upon the termination of your employment.

For purposes of this Agreement, (i) “Cause” shall have the same definition as in the Employment Agreement dated December 13, 2013, between you and the Company, as amended by that certain Amendment of Employment Agreement dated April 27, 2016 (the “Employment Agreement”); (ii) “Good Reason” shall have the same definition as in your Employment Agreement; (iii) “Incapacity” shall have the same definition as in your Employment Agreement; and (iv) “Pro Rata Portion” means a fraction, the numerator of which is the number of days after the Grant Date with respect to which you were employed continuously with PRGX until your employment with PRGX is terminated by PRGX without Cause, by you for Good Reason or by reason of your death or Incapacity, and the denominator of which is the number of days after the Grant Date through and including June 30, 2018.

CHANGE OF CONTROL. Upon the occurrence of a Change of Control prior to June 30, 2018, the SARs shall become vested and payable as of the Change of Control, provided you have remained in continuous employment with PRGX from the Grant Date until the time of the Change in Control. Accordingly, termination of your employment after the Change in Control for any reason other than by PRGX for Cause will not result in forfeiture of your SARs.

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NOTICES. All notices pursuant to this Agreement will be in writing and either (i) delivered by hand, (ii) mailed by United States certified mail, return receipt requested, postage prepaid, or (iii) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications will be directed to the following addresses (or to such other addresses as either of us may designate by notice to the other):

To the Company:	PRGX Global, Inc.
	600 Galleria Parkway, Suite 100
	Atlanta, GA 30339
	Attention: Senior Vice President, General Counsel & Secretary
To you:	The address set forth on page 1

COMPENSATION RECOUPMENT POLICY. Notwithstanding any other provision of this Agreement, the Participant shall reimburse or return to PRGX the gross cash amounts received with respect to the settlement of the SARs, to the extent any reimbursement, recoupment or return is required under applicable law or any PRGX policy addressing compensation recoupment, as such policy may be amended from time to time.

MISCELLANEOUS.

• The Participant has received a copy of the Plan, has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. Failure by you or PRGX at any time or times to require performance by the other of any provisions in this Agreement will not affect the right to enforce those provisions. Any waiver by you or PRGX of any condition or the breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision. This Agreement may be executed in multiple copies and each executed copy shall be an original of this Agreement. This Agreement shall be subject to and governed by the laws of the State of Georgia. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto. The headings of each Section of this Agreement are for convenience only. This Agreement and the Plan contain the entire agreement of the parties hereto and no representation, inducement, promise, or agreement or otherwise between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein.

• This Agreement and the SARs are intended to be exempt from Section 409A of the Code as a short-term deferral, and this Agreement shall be construed accordingly.

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