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

May 29, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On May 29, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of PRGX Global, Inc. (the “Company”) took certain actions with respect to the 2018 compensation for its executive officers, including the Company’s principal executive officer, principal financial officer and its other named executive officers, which are described in detail below.

2018 Short Term Incentive Plan

On May 29, 2018, the Committee established the material terms for the 2018 short term incentive plan (the “STI Plan”), in which the Company’s principal executive officer, principal financial officer and its other named executive officers will participate. The material terms of the 2018 STI Plan are as follows:

• Bonus payments, if any, made under the 2018 STI Plan will be based on the Company’s level of achievement of pre-STI Plan bonus adjusted EBITDA from continuing operations and revenue from continuing operations in 2018. The Company must achieve a minimum level of pre-STI Plan bonus adjusted EBITDA (established by the Committee) in 2018 before any bonus payments may be made under the 2018 STI Plan.

• The target bonus amount under the 2018 STI Plan for the Chief Executive Officer is 100% of his base salary, the target bonus amount for the Chief Commercial Officer and Senior Vice President – Global Client Operations is 80% of their respective base salaries, the target bonus amount for the Chief Financial Officer is 65% of her base salary, and the target bonus amount for the Senior Vice President and General Counsel is 60% of his base salary.

• 65% of the named executive officers’ target bonus amounts under the 2018 STI Plan will be based on the Company’s 2018 revenue performance (the “Revenue Component”) and 35% of the named executive officers’ target bonus amounts under the 2018 STI Plan will be based on the Company’s 2018 pre-STI Plan bonus adjusted EBITDA performance (the “EBITDA Component”), which components will be calculated independent of each other.

• At threshold revenue performance, 25% of the Revenue Component is earned, at target revenue performance, 100% of the Revenue Component is earned, and 200% of the Revenue Component is earned at maximum revenue performance. At threshold pre-STI Plan bonus adjusted EBITDA performance, 15% of the EBITDA Component is earned, at target pre-STI Plan bonus adjusted EBITDA performance, 100% of the EBITDA Component is earned, and if pre-STI Plan bonus adjusted EBITDA exceeds target pre-STI Plan bonus adjusted EBITDA performance, 20% of such excess will be paid to STI Plan participants, with each participant’s share of such excess based on the ratio that the participant’s target bonus amount bears to the sum of the target bonus amounts for all STI Plan participants. It is expected that approximately 50 employees, including the named executive officers, will participate in the 2018 STI Plan.

Annual Equity Awards Grants

On May 29, 2018, the Committee made annual grants of equity incentive awards to its executive officers, including grants of shares of restricted stock (“Restricted Stock”) and performance-based restricted stock units (“PBUs”), with the Company’s named executive officers receiving the following annual equity incentive grants from the Company:

Name and Title	Restricted Stock			PBUs
Deborah M. Schleicher Chief Financial Officer		—	(1)		19,754
Michael Cochrane Senior Vice President – Global Client Operations		16,115			28,885
Daryl T. Rolley Senior Vice President and Chief Commercial Officer		16,115			23,672
Victor A. Allums Senior Vice President and General Counsel		13,836			19,754

Restricted Stock

The Restricted Stock was granted pursuant to the terms and conditions of the Company’s 2017 Equity Incentive Compensation Plan (the “Plan”) and the form of Restricted Stock Agreement for Employees. The Restricted Stock will vest and become non-forfeitable in three approximately equal installments on each of May 29, 2019, May 29, 2020 and May 29, 2021. The foregoing description is qualified in its entirety by reference to the form of Restricted Stock Agreement for Employees, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Performance-Based Restricted Stock Units

The PBUs were granted pursuant to the terms and conditions of the Plan and the form of Performance-Based Restricted Stock Unit Agreement for Employees. Each Unit corresponds to a share of common stock of the Company. If vested, 100% of the vested Units will be paid in whole shares of common stock. 50% of the Units vest and become payable based on the cumulative revenue from continuing operations, 35% of the Units vest and become payable based on the cumulative adjusted EBITDA from continuing operations and 15% of the Units vest and become payable based on the cumulative Adjacent Services revenue that the Company achieves, in each case, for the two-year performance period ending December 31, 2019. The Units will become payable, if at all, no later than 30 days after the Committee determines the performance criteria achieved for the performance period (which determination cannot, in any event, be earlier than January 2020 or after April 2020). At the threshold performance level, 35% of the Units will become vested and payable; at the target performance level, 100% of the Units will become vested and payable; and at the maximum performance level, 150% of the Units will become vested and payable. If performance falls between the stated performance levels, the percentage of Units that shall become vested and payable will be based on a straight line interpolation between such stated performance levels (although the Units may not become vested and payable for more than 150% of the Units and no Units shall become vested and payable if performance does not equal or exceed the applicable threshold performance level). The foregoing description is qualified in its entirety by reference to the form of Performance-Based Restricted Stock Unit Agreement for Employees, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

⁽¹⁾  Ms. Schleicher received grants of Restricted Stock on May 21, 2018 in connection with her appointment as Chief Financial Officer.

Forms of the restricted stock unit agreement for employees, non-qualified stock option agreement for employees, stock appreciation rights agreement for employees, restricted stock agreement for non-employee directors, restricted stock unit agreement for non-employee directors and non-qualified stock option agreement for non-employee directors, which may be used as templates for future equity grants awarded to eligible persons under the Plan are attached hereto as Exhibits 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

10.1	Form of Restricted Stock Agreement for Employees under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.2	Form of Performance-Based Restricted Stock Unit Agreement for Employees under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.3	Form of Restricted Stock Unit Agreement for Employees under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.4	Form of Non-Qualified Stock Option Agreement for Employees under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.5	Form of Stock Appreciation Rights Agreement for Employees under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.6	Form of Restricted Stock Agreement for Non-Employee Directors under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.7	Form of Restricted Stock Unit Agreement for Non-Employee Directors under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.8	Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
10.1	Form of Restricted Stock Agreement for Employees under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.2	Form of Performance-Based Restricted Stock Unit Agreement for Employees under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.3	Form of Restricted Stock Unit Agreement for Employees under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.4	Form of Non-Qualified Stock Option Agreement for Employees under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.5	Form of Stock Appreciation Rights Agreement for Employees under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.6	Form of Restricted Stock Agreement for Non-Employee Directors under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.7	Form of Restricted Stock Unit Agreement for Non-Employee Directors under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
10.8	Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan

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: June 4, 2018

EX-10.1

Exhibit 10.1

Your Name: «First» «Last»

Total No. of Shares of Restricted Stock:

«Restricted_Stock»

PRGX RESTRICTED STOCK AGREEMENT

FOR EMPLOYEES

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Stock Subject to Grant:	Common Stock, no par value per share
Grant Date:	May [     ], 2018

Vesting: Subject to the Plan and this Agreement, all shares of Restricted Stock will become vested and non-forfeitable in accordance with the following schedule, provided you remain continuously employed with PRGX from the Grant Date until such time(s):

On the date below	Shares of Restricted Stock that become vested on such date
May [     ], 2019	1/3 of the shares (rounded down to the nearest whole share)
May [     ], 2020	1/3 of the shares (rounded down to the nearest whole share)
May [     ], 2021	All of the remaining shares

Dividend and Voting Rights: Before the Restricted Stock becomes vested or Forfeited, you will have all voting rights with respect to the shares of Restricted Stock, and you will have the right to receive dividends and distributions in respect of the shares of Restricted Stock, which dividends and distributions shall be accumulated and paid in cash if and at the time the shares of Restricted Stock to which such dividends and distributions relate are no longer subject to forfeiture. No dividends or distributions will be paid with respect to shares of Restricted Stock that are Forfeited.

The Additional Terms and Conditions and the Plan described below are incorporated in this Agreement by reference and contain important information about your Restricted Stock. 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 describes the restrictions on your Restricted Stock, what happens if you cease to remain employed with PRGX before your Restricted Stock becomes vested and where to send notices; and

The Plan contains the detailed terms that govern your Restricted Stock. 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 both originals to PRGX Human Resources.

Participant:	PRGX GLOBAL, INC.
	By:
«First» «Last»	Name: Louise Winstone
Your Residence Address:	Its: Senior Vice President – Human Resources
«Address_1» «Address_2»
«City», «State» «Zip_Code»

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ADDITIONAL TERMS AND CONDITIONS OF YOUR RESTRICTED STOCK

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 Restricted Stock and maintaining the records of the Plan. If you have questions about your Restricted Stock 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 Restricted Stock is non-transferable. The Restricted Stock may be transferred by will or the laws of descent and distribution or pursuant to a qualified domestic relations order and, notwithstanding the foregoing, during the Participant’s lifetime may be transferred by the Participant to any of the Participant’s Permitted Transferees. 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 Restricted Stock is transferred shall be bound by the same terms and conditions, including with respect to vesting, that govern the Restricted Stock in the hands of the Participant; provided, however, that the transferee may not transfer the Restricted Stock except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. No right or interest of the Participant or any transferee in the Restricted Stock shall be subject to any lien, obligation or liability of the Participant or any transferee.

• 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.

• Until the shares of Restricted Stock become vested, in lieu of issuing certificates for such shares, PRGX may reflect in its books and records the issuance of the Restricted Stock. If stock certificates evidencing the shares of Restricted Stock are issued before the Restricted Stock becomes vested, PRGX shall retain custody of such stock certificates until the shares of Restricted Stock become vested. As soon as administratively practicable (and within 30 days) after the shares of Restricted Stock become vested, the Company will deliver to the Participant or make available to the Participant’s broker the shares of Restricted Stock that have become vested.

EFFECT OF TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL.

• Termination of Employment. If your employment with PRGX terminates for any reason prior to the Restricted Stock becoming vested, any Restricted Stock that is not then vested will be forfeited immediately upon the termination of your employment for any reason.

• Change in Control. Upon the occurrence of a Change in Control, as such term is defined in the Plan, one-hundred percent (100%) of the shares of Restricted Stock shall become vested and non-forfeitable if you have remained in the continuous employ of PRGX from the Grant Date until the time of the Change in Control. Accordingly, subsequent termination of your employment for any reason after the Change in Control will not result in forfeiture of your shares of Common Stock.

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• Employment. For purposes of this Agreement, employment with any Affiliate of PRGX will be considered employment with PRGX.

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

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.

• With respect to any shares of Restricted Stock forfeited under this Agreement, the Participant does hereby irrevocably constitute and appoint the Secretary of the Company or any successor Secretary of the Company (the “Secretary”) as his or her attorney to transfer the forfeited shares on the books of the Company with full power of substitution in the premises. The Secretary shall use such authority to cancel any shares of Restricted Stock that are forfeited under this Agreement.

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EX-10.2

Exhibit 10.2

Your Name: «First» «Last»

Total No. of Performance-Based Restricted Stock

Units: «PBUs»

PRGX PERFORMANCE-BASED RESTRICTED STOCK

UNIT AGREEMENT FOR EMPLOYEES

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Performance-Based Restricted Stock Units described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Stock Subject to Grant:	Common Stock, no par value per share
Grant Date:	May [     ], 2018

Vesting: Subject to the Plan and this Agreement, the Performance-Based Restricted Stock Units will become vested and payable in accordance with the terms set forth on Exhibit A attached hereto, provided you remain continuously employed with PRGX from the Grant Date until the last day of the Cumulative Performance Period (as defined in Exhibit A).

Dividend and Voting Rights: Before the Performance-Based Restricted Stock Units become vested and Common Stock is paid, you will not have any voting rights with respect to the Common Stock to which the Performance-Based Restricted Stock Units relate. However, you will have the right to receive dividends and distributions on any shares of Common Stock subject to your Performance-Based Restricted Stock Units as if you owned the shares of Common Stock to which the Performance-Based Restricted Stock Units relate, which dividends and distributions shall be accumulated and paid in cash if and at the time the Performance-Based Restricted Stock Units to which such dividends and distributions relate become vested and payable. No dividends or distributions will be paid with respect to Performance-Based Restricted Stock Units that do not become vested and payable.

The Additional Terms and Conditions and the Plan are incorporated in this Agreement by reference and contain important information about your Performance-Based Restricted Stock Units. 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 Performance-Based Restricted Stock Units, what happens if you cease to remain employed with PRGX before your Performance-Based Restricted Stock Units become vested and payable and where to send notices; and

The Plan contains the detailed terms that govern your Performance-Based Restricted Stock Units. 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: Louise Winstone
Your Residence Address:	Its: Senior Vice President – Human Resources
«Address_1» «Address_2»
«Address_3»
«City», «State» «Zip_Code»

ADDITIONAL TERMS AND CONDITIONS OF YOUR PERFORMANCE-BASED

RESTRICTED STOCK UNITS

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 Performance-Based Restricted Stock Units and maintaining the records of the Plan. If you have questions about your Performance-Based Restricted Stock Units 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 Performance-Based Restricted Stock Units are non-transferable. The Performance-Based Restricted Stock Units may be transferred by will or the laws of descent and distribution or pursuant to a qualified domestic relations order and, notwithstanding the foregoing, during the Participant’s lifetime may be transferred by the Participant to any of the Participant’s Permitted Transferees. 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 Performance-Based Restricted Stock Units are transferred shall be bound by the same terms and conditions, including with respect to vesting, that govern the Performance-Based Restricted Stock Units in the hands of the Participant; provided, however, that the transferee may not transfer the Performance-Based Restricted Stock Units except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. No right or interest of the Participant or any transferee in the Performance-Based Restricted Stock Units shall be subject to any lien, obligation or liability of the Participant or any transferee.

• No later than thirty (30) days after the Committee determines the Performance-Based Restricted Stock Units that have become vested (which cannot, in any event, be earlier than January 2020 or after April 2020), PRGX will deliver to the Participant or make available to the Participant’s broker shares of Common Stock with respect to one hundred percent (100%) of the Performance-Based Restricted Stock Units that have become vested and payable (rounded down to the nearest whole share).

• 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 your employment with PRGX is terminated by PRGX without Cause (and other than on your death or Disability) or you terminate your employment for Good Reason, prior to the last day of the Cumulative Performance Period, a Pro Rata Portion of the Performance-Based Restricted Stock Units shall vest in accordance with the terms set forth on Exhibit A attached hereto, notwithstanding the termination of your employment with PRGX (except as otherwise provided in this Agreement on a Change in Control prior to the last day of the Cumulative Performance Period). Any Performance-Based Restricted Stock Units that are not then vested and can no longer vest under any circumstances will be forfeited at that time.

If your employment with PRGX is terminated prior to the last day of the Cumulative Performance Period and prior to a Change in Control, other than by PRGX without Cause or by you for Good Reason, or your employment terminates on your death or Disability prior to the last day of the Cumulative Performance Period and prior to a Change in Control, the Performance-Based Restricted Stock Units will be forfeited immediately upon the termination of your employment for any such reason. Termination of your employment after the last day of the Cumulative Performance Period for any reason other than by PRGX for Cause will not result in forfeiture of the vested Performance-Based Restricted Stock Units.

For purposes of this Agreement, (i) “Cause” shall have the same definition as under the Plan; (ii) “Good Reason” shall have the same definition as under any employment or service agreement between PRGX and you or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition, Good Reason means, without your consent, the following: (A) any action taken by PRGX which results in a material reduction in your authority, duties or responsibilities (except that any change in the foregoing that results solely from (1) PRGX ceasing to be a publicly traded entity or from PRGX becoming a wholly-owned subsidiary of another publicly traded entity or (2) any

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change in the geographic scope of your authority, duties or responsibilities will not, in any event and standing alone, constitute a substantial reduction in your authority, duties or responsibilities), including any requirement that you report directly to anyone other than the Chief Executive Officer of PRGX; (B) the assignment to you of duties that are materially inconsistent with your authority, duties or responsibilities; (C) any material decrease in your base salary or annual bonus opportunity or the benefits generally available to the class of employees that includes you, except to the extent PRGX has instituted a salary, bonus or benefits reduction generally applicable to all executives of PRGX other than in contemplation of or after a Change in Control; (D) your relocation to any principal place of employment other than Atlanta, Georgia, or any requirement that you relocate your residence other than to the Atlanta, Georgia metropolitan area, without your express written consent to either such relocation; provided, however, this subsection (D) shall not apply in the case of business travel which requires you to relocate temporarily for periods of 90 days or less; or (E) the failure by PRGX to pay to you any portion of your base salary, annual bonus or other benefits within 10 days after the date the same is due. Notwithstanding the above, and without limitation, “Good Reason” shall not include any resignation by you where Cause for your termination by PRGX exists and PRGX then follows the procedures, if any, required for a termination of your employment for Cause. You must give PRGX notice of any event or condition that would constitute “Good Reason” within 30 days of the event or condition which would constitute “Good Reason,” and upon the receipt of such notice PRGX shall have 30 days to remedy such event or condition. If such event or condition is not remedied within such 30-day period, any termination of employment by you for “Good Reason” must occur within 30 days after the period for remedying such condition or event has expired; (iii) “Disability” shall have the same definition as under any employment or service agreement between PRGX and you or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition, Disability means your inability to perform the essential functions of your job, with or without reasonable accommodation, for a period of 90 days in the aggregate in any rolling 180-day period; and (iv) “Pro Rata Portion” means a fraction, the numerator of which is the number of days in the Cumulative Performance Period with respect to which you were employed continuously with PRGX until your employment with PRGX is terminated by PRGX without Cause (and other than on your death or Disability) or by you for Good Reason, and the denominator of which is (A) the number of days in the Cumulative Performance Period if no Change in Control occurs prior to the last day of the Cumulative Performance Period or (B) the number of days in the Cumulative Performance Period until the Change in Control occurs if the Change in Control occurs prior to the last day of the Cumulative Performance Period.

CHANGE IN CONTROL. Upon the occurrence of a Change in Control, prior to the last day of the Cumulative Performance Period, the Performance-Based Restricted Stock Units shall become vested and payable on (and be paid no later than 30 days after) the Change in Control, at the Target Level set forth on Exhibit A, 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 the vested Performance-Based Restricted Stock Units. However, if your employment was terminated, prior to the Change in Control and prior to the last day of the Cumulative Performance Period, by PRGX without Cause (and other than on your death or Disability) or by you for Good Reason, then a Pro Rata Portion of your Performance-Based Restricted Stock Units shall become vested and payable on (and be paid no later than 30 days after) the Change in Control, at the Target Level set forth on Exhibit A. For purposes of this Agreement, “Change in Control” shall have the same definition as in the Plan except that there will be a Change in Control for purposes of this Agreement only if the Change in Control also constitutes a change in the ownership or effective control of PRGX, or in the ownership of a substantial portion of the assets of PRGX, within the meaning of Section 409A of the Code.

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 PRGX:	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

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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 is intended to comply with Section 409A of the Code and shall be construed accordingly.

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EXHIBIT A

VESTING OF YOUR PERFORMANCE-BASED

RESTRICTED STOCK UNITS

Subject to the Plan and the PRGX Performance-Based Restricted Stock Unit Agreement for Employees to which this Exhibit A is attached (the “Agreement”), the number of Performance-Based Restricted Stock Units that will become vested and payable shall equal the number of Performance-Based Restricted Stock Units subject to this Agreement multiplied by the Final Weighted Performance Percentage (rounded down to the nearest whole unit). The Final Weighted Performance Percentage shall be determined as follows: (A) determine the Cumulative Revenue, Cumulative Adjacent Services Revenue and Cumulative Adjusted EBITDA (in dollars) achieved for the Cumulative Performance Period; (B) determine the Achievement Level Percentage in the last column in the chart below that correlates to the Cumulative Revenue, Cumulative Adjacent Services Revenue and Cumulative Adjusted EBITDA achieved for the Cumulative Performance Period; if the Cumulative Revenue, Cumulative Adjacent Services Revenue and/or Cumulative Adjusted EBITDA falls between any of the identified Achievement Level Percentages in the last column in the chart below, then the Achievement Level Percentage for the applicable financial performance objective shall be determined by straight line interpolation between the two (rounded down to the nearest hundredth of a percent) (for example, if Cumulative Revenue for the Cumulative Performance Period is $[    ], then the Achievement Level Percentage for Cumulative Revenue for the Cumulative Performance Period will be 86.50%); if the Cumulative Revenue, Cumulative Adjacent Services Revenue and/or Cumulative Adjusted EBITDA for the Cumulative Performance Period is less than the amount that would result in an Achievement Level Percentage of thirty-five percent (35%), the Achievement Level Percentage for that financial performance objective shall be zero percent (0%); if the Cumulative Revenue, Cumulative Adjacent Services Revenue and/or Cumulative Adjusted EBITDA for the Cumulative Performance Period exceeds the amount that would result in an Achievement Level Percentage of one hundred fifty percent (150%), the Achievement Level Percentage for that financial performance objective shall be one-hundred fifty percent (150%); (C) multiply for each of Cumulative Revenue, Cumulative Adjacent Services Revenue and Cumulative Adjusted EBITDA the Achievement Level Percentage determined under (B) by the Weighting Percentage in the chart below assigned to that financial performance objective; and (D) then calculate the sum of the products determined in (C) for each of the financial performance objectives; the resulting sum will be the Final Weighted Performance Percentage. In no event may the Final Weighted Performance Percentage exceed one hundred fifty percent (150%).

Vesting Percentage Chart
Cumulative Revenue Achieved for the Cumulative Performance Period (Weighting Percentage – 50%)	Cumulative Adjacent Services Revenue for the Cumulative Performance Period (Weighting Percentage – 15%)	Cumulative Adjusted EBITDA Achieved for the Cumulative Performance Period (Weighting Percentage—35%)	Achievement Level Percentage of Performance-Based Restricted Stock Units to Become Vested and Payable
Threshold	Threshold	Threshold	35%
Target	Target	Target	100%
Maximum	Maximum	Maximum	150%

For purposes of this Exhibit A, the following terms shall have the meanings set forth below:

• “Adjacent Services” means services reported in PRGX’s financial statements as “adjacent services” or any one or more successor segment(s) from time to time, which services include data transformation, spend analytics, PRGX OPTIX, supplier information management (“SIM”) and other advisory and software-as-a-service services and such other services as PRGX may provide that are reported in such segment(s).

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• “Adjacent Services Revenue” means the revenue achieved by PRGX for the respective fiscal year from Adjacent Services as reflected in PRGX’s annual financial statements excluding the financial impact of any acquisitions or divestitures concluded in the Cumulative Performance Period.

• “Adjusted EBITDA” means the Adjusted EBITDA (as defined in the Plan) achieved by PRGX for the respective fiscal year as reflected in PRGX’s annual financial statements, excluding the financial impact of PRGX’s healthcare claims recovery audit business and excluding the financial impact of any acquisitions or divestitures concluded in the Cumulative Performance Period.

• “Cumulative Adjacent Services Revenue” means the sum of the Adjacent Services Revenue achieved by PRGX for the 2018 Fiscal Year and the 2019 Fiscal Year.

• “Cumulative Adjusted EBITDA” means the sum of the Adjusted EBITDA achieved by PRGX for the 2018 Fiscal Year and the 2019 Fiscal Year.

• “Cumulative Performance Period” means the two-year period beginning with the 2018 Fiscal Year and ending with the 2019 Fiscal Year.

• “Cumulative Revenue” means the sum of the Revenue achieved by PRGX for the 2018 Fiscal Year and the 2019 Fiscal Year.

• “Revenue” means the revenue achieved by PRGX for the respective fiscal year as reflected in PRGX’s annual financial statements, excluding the financial impact of PRGX’s healthcare claims recovery audit business and excluding the financial impact of any acquisitions or divestitures concluded in the Cumulative Performance Period.

• “2018 Fiscal Year” means PRGX’s fiscal year ending December 31, 2018.

• “2019 Fiscal Year” means PRGX’s fiscal year ending December 31, 2019.

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EX-10.3

Exhibit 10.3

Your Name: «First» «Last»

Total No. of Restricted Stock Units: «Restricted_Stock»      

PRGX RESTRICTED STOCK UNIT AGREEMENT

FOR EMPLOYEES

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock Units described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Stock Subject to Grant:	Common Stock, no par value per share
Grant Date:	, 2018

Vesting: Subject to the Plan and this Agreement, the Restricted Stock Units will become vested and payable in accordance with the following schedule, provided you remain continuously employed with PRGX from the Grant Date until such time(s):

On the date below	Restricted Stock Units that become vested on such date
,  2019	1/3 of the Restricted Stock Units (rounded down to the nearest whole share)
, 2020	1/3 of the Restricted Stock Units (rounded down to the nearest whole share)
, 2021	All of the remaining Restricted Stock Units

Dividend and Voting Rights: Before the Restricted Stock Units become vested and Common Stock is paid, you will not have any voting rights with respect to the Common Stock to which the Restricted Stock Units relate. However, you will have the right to receive dividends and distributions on any shares of Common Stock subject to your Restricted Stock Units as if you owned the shares of Common Stock to which the Restricted Stock Units relate, which dividends and distributions shall be accumulated and paid in cash if and at the time the Restricted Stock Units to which such dividends and distributions relate become vested and payable. No dividends or distributions will be paid with respect to Restricted Stock Units that do not become vested and payable.

The Additional Terms and Conditions and the Plan described below are incorporated in this Agreement by reference and contain important information about your Restricted Stock Units. Copies of these documents referenced below 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 describes the terms of your Restricted Stock Units, what happens if you cease to remain employed with PRGX before your Restricted Stock Units become vested and where to send notices; and

The Plan contains the detailed terms that govern your Restricted Stock Units. 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 both originals to PRGX Human Resources.

Participant:	PRGX GLOBAL, INC.
	By:
«First» «Last»	Name: Louise Winstone
Your Residence Address:	Its: Senior Vice President – Human Resources
«Address_1» «Address_2»
«City», «State» «Zip_Code»

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ADDITIONAL TERMS AND CONDITIONS OF YOUR RESTRICTED STOCK UNITS

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 Restricted Stock Units and maintaining the records of the Plan. If you have questions about your Restricted Stock Units 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 Restricted Stock Units are non-transferable. The Restricted Stock Units may be transferred by will or the laws of descent and distribution or pursuant to a qualified domestic relations order and, notwithstanding the foregoing, during the Participant’s lifetime may be transferred by the Participant to any of the Participant’s Permitted Transferees. 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 Restricted Stock Units are transferred shall be bound by the same terms and conditions, including with respect to vesting, that govern the Restricted Stock Units in the hands of the Participant; provided, however, that the transferee may not transfer the Restricted Stock Units except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. No right or interest of the Participant or any transferee in the Restricted Stock Units shall be subject to any lien, obligation or liability of the Participant or any transferee.

• 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.

• As soon as administratively practicable (and within 30 days) after the Restricted Stock Units become vested, the Company will deliver to the Participant or make available to the Participant’s broker the shares of Common Stock with respect to which the Restricted Stock Units have become payable.

EFFECT OF TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL.

• Termination of Employment. If your employment with PRGX terminates for any reason prior to the Restricted Stock Units becoming vested, any Restricted Stock Units that are not then vested will be forfeited immediately upon the termination of your employment for any reason.

• Change in Control. Upon the occurrence of a Change in Control, as such term is defined in the Plan, one-hundred percent (100%) of the Restricted Stock Units shall become vested and payable if you have remained in the continuous employ of PRGX from the Grant Date until the time of the Change in Control. Accordingly, subsequent termination of your employment for any reason after the Change in Control will not result in forfeiture of your Restricted Stock Units or the shares of Common Stock related thereto.

• Employment. For purposes of this Agreement, employment with any Affiliate of PRGX will be considered employment with PRGX.

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):

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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

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.

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EX-10.4

Exhibit 10.4

Your Name:     «First» «Last»

Total No. of Shares Covered by the Option: «Stock_Options»

PRGX NON-QUALIFIED STOCK OPTION AGREEMENT

FOR EMPLOYEES

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Non-Qualified Stock Option described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”). For tax law purposes, this Option shall be treated as a Non-Qualified Stock Option. This Option is not intended to be and shall not be treated as an Incentive Stock Option for tax law purposes.

Grant Date:	, 2018
Exercise Price per Share:	$
Option Expiration Date:	, 2025
Number of Shares of Common Stock:	«Stock_Options» (the “Shares”)

Vesting Schedule: Subject to the Plan and this Agreement, this Option may be exercised in whole or in part in accordance with the following schedule, provided you remain continuously employed with PRGX from the Grant Date until such time(s):

On and after	Cumulative Number of Shares Purchasable Upon Exercise of Option
, 2019	1/3 of the Shares (rounded down to the nearest whole share)
, 2020	2/3 of the Shares (rounded down to the nearest whole share)
, 2021	100% of the Shares

The Additional Terms and Conditions and the Plan described below are incorporated in this Agreement by reference and contain important information about your Option. Copies of all of the documents referenced below 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 describes how to exercise your Option, what happens if you cease to remain employed with PRGX before you exercise your Option, and where to send notices;

The Plan contains the detailed terms that govern your Option. 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;

Plan Prospectus; and 2017 Annual Report on Form 10-K of PRGX for the Year Ended December 31, 2017.

Please sign in the space provided below to show that you accept the Option on these terms, keep a copy of this Agreement for your records, and return both originals to PRGX Human Resources.

Participant:	PRGX GLOBAL, INC.
	By:
«First» «Last»	Name: Louise Winstone
Your Residence Address:	Its: Senior Vice President – Human Resources
«Address_1» «Address_2»
«Address_3»
«City», «State» «Zip_Code»

ADDITIONAL TERMS AND CONDITIONS OF YOUR OPTION

HOW TO EXERCISE YOUR OPTION.

• This Option must be exercised for whole Shares only and in increments of at least 100 shares per exercise or, if less, all of the remaining shares to which the Option is subject.

• The Plan is administered on behalf of the Committee by the Plan administrator. The Plan administrator is responsible for assisting you in the exercise of your Option and maintaining the records of the Plan. If you have questions about your Option, how you go about exercising the vested portion of your Option or how the Plan works, please contact the Plan administrator at Plan.Administrator@prgx.com or (770) 779-3287.

• The exercise date of your Option is the date of delivery to the Plan administrator of your notice of exercise. The notice must be accompanied by payment of the Option price and any applicable tax withholding in full. You may pay the Option price and 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. You will need to contact the Plan administrator before you exercise your Option to determine the amount of any required tax withholding.

• Notwithstanding the foregoing, if (i) your Option is about to expire or terminate other than upon termination of your employment by PRGX for Cause, (ii) you are prohibited at that time from selling Shares as the result of restrictions on trading in securities of PRGX, (iii) on the expiration or termination date the Fair Market Value of a Share exceeds the Exercise Price per Share and (iv) your Option is otherwise vested and exercisable, you may exercise the Option immediately prior to its expiration or termination to the extent outstanding and exercisable on such date, and the exercise of the Option will result in the issuance to you of that number of whole Shares that have a Fair Market Value that most nearly equals, but does not exceed, the excess of the Fair Market Value of a Share over the Exercise Price per Share multiplied by the number of Shares subject to the exercised portion of the Option less that number of Shares that have a Fair Market Value that equals any applicable tax withholdings on exercise of the Option. You will forfeit any remaining fractional Share that is not issued upon such exercise unless you pay any additional Exercise Price or tax withholdings that may be required to purchase the remaining fractional Share.

• Except as provided herein and in the Plan, this Option is non-transferable. This Option may be transferred by will or the laws of descent and distribution or pursuant to a qualified domestic relations order and, notwithstanding the foregoing, during the Participant’s lifetime may be transferred by the Participant to any of the Participant’s Permitted Transferees. 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 this Option is transferred shall be bound by the same terms and conditions, including with respect to vesting, that govern the Option in the hands of the Participant; provided, however, that the transferee may not transfer this Option except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. No right or interest of the Participant or any transferee in this Option shall be subject to any lien, obligation or liability of the Participant or any transferee.

EFFECT OF TERMINATION OF EMPLOYMENT. All of the unvested portion of this Option will terminate immediately upon the termination of your employment for any reason.

1. Termination of Employment Due to Death or Disability. If your employment with PRGX terminates by reason of your death or Disability (see below for definition), you (or your estate) may exercise the vested portion of your Option at any time within the earlier of (a) the one-year anniversary of the date of termination of your employment by reason of your death or Disability or (b) the Option Expiration Date. After such earlier date, any remaining unexercised portion of your vested Option shall terminate.

2. Termination of Employment Due to Retirement. If your employment with PRGX terminates by reason of your Retirement (see below for definition), you may exercise the vested portion of your Option at any time within the earlier of (a) the one-year anniversary of the date of termination of your employment by reason of your Retirement or (b) the Option Expiration Date. After such earlier date, any remaining unexercised portion of your vested Option shall terminate.

2

3. Other Termination of Employment. If your employment with PRGX terminates for any reason other than your death, Disability or Retirement, unless your employment is terminated for Cause (as defined below), you will have the right, within the earlier of (a) the 90th day after the date of termination of your employment or (b) the Option Expiration Date, to exercise any vested portion of your Option. After such earlier date, any remaining unexercised portion of your vested Option shall terminate. If your employment is terminated for Cause, both the vested and unvested portion of your Option will terminate on notice of termination of your employment for Cause.

4. Employment. For purposes of this Agreement, employment with any Affiliate of PRGX will be considered employment with PRGX.

5. Definitions.

“Cause” has the same definition as under the Plan.

“Disability” means your inability to perform the essential functions of your job, with or without reasonable accommodation, for a period of 90 days in the aggregate in any rolling 180-day period.

“Retirement” means your retirement from PRGX on or after age 65.

CHANGE IN CONTROL. Upon a “Change in Control,” as such term is defined in the Plan, any unvested portion of your Option shall immediately vest and become exercisable, provided you have remained in continuous employment with PRGX from the Grant Date until the time of the Change in Control.

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 PRGX:	PRGX Global, Inc.
	600 Galleria Parkway, Suite 100
	Atlanta, GA 30339-8426
	Attention: Senior Vice President, General Counsel & Secretary
To you:	The address set forth on page 1

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 contains 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.

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EX-10.5

Exhibit 10.5

Your Name: «First» «Last»

Total No. of Shares Covered by Stock

Appreciation Rights: «Number»

PRGX STOCK APPRECIATION RIGHTS

AGREEMENT FOR EMPLOYEES

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 Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Grant Date:	May [     ], 2018
Exercise Price Per Share:	$
SARs Expiration Date:	December 31, 2020
Number of SARs:	«Number» (the “Total SARs”)

Vesting Schedule: Subject to the Plan and this Agreement, the SARs will become vested in accordance with the following schedule, provided you remain continuously employed with PRGX from the Grant Date until such time(s). The SARs shall not become vested other than as set forth in this Agreement.

On the date below	SARs that become vested on such date
March 1, 2020	100% of the SARs

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 describe the terms of your SARs, how to exercise your SARs, what happens if you cease to remain employed with PRGX before your SARs become vested or are exercised 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: Louise Winstone
Your Residence Address:	Its: Senior Vice President – Human Resources
«Address_1» «Address_2»
«City», «State» «Zip_Code»

ADDITIONAL TERMS AND CONDITIONS OF YOUR SARs

HOW TO EXERCISE YOUR SARs.

• The SARs may only be exercised as described below.

• 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 or pursuant to a qualified domestic relations order and, notwithstanding the foregoing, during the Participant’s lifetime, the SARs may be transferred by the Participant to any of the Participant’s Permitted Transferees. 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 exercise, 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 or pursuant to a qualified domestic relations order. 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.

• The Company will withhold from payment of your SARs any applicable tax withholdings. The Plan administrator will determine the amount of any required tax withholding.

• You may only exercise your SARs if they are vested as of the date of exercise and the Fair Market Value of a Share as of the date of exercise exceeds the Exercise Price per Share. If the foregoing conditions are satisfied, you may elect to exercise 25% of your Total SARs as of the last day of each of the first, second and third calendar quarters of calendar year 2020, to the extent not exercised previously, by delivery to the Plan administrator of your notice of exercise no later than 10 days before the end of the calendar quarter with respect to which you want to exercise 25% of your Total SARs, as set forth in the table below. Within the (30) days after your SARs are exercised, the Company will pay to you, in a single lump sum, cash in the amount which equals the excess of (i) the lesser of the Fair Market Value, as of the date on which the SARs are exercised, of the Shares with respect to which the SARs are to be exercised, or $[    ] per Share, over (ii) the aggregate Exercise Price Per Share of such SARs, less any applicable tax withholdings.

Percentage of SARs	Calendar Quarter in 2020	Deadline to Provide Notice of Exercise for Specific Calendar Quarter	Date of Exercise	Exercised SARs Paid No Later Than
25%*	1st	March 21, 2020	March 31, 2020	April 30, 2020
25%*	2nd	June 20, 2020	June 30, 2020	May 30, 2020
25%*	3rd	September 20, 2020	September 30, 2020	October 30, 2020
25% - 100%**	4th	N/A	December 31, 2020	January 30, 2021

* SARs not exercised for the quarter will remain outstanding and be exercised automatically as of December 31, 2020 or, if earlier, as of the end of the calendar quarter in which you terminate employment.

** May include SARs for previous quarters that were not exercised as of the last day of the applicable quarter; your SARs may be exercised earlier if you terminate employment prior to the fourth quarter.

• Notwithstanding the foregoing, (a) if the Fair Market Value of a Share as of the last day of any of the first, second or third calendar quarters of calendar year 2020 equals or exceeds $[    ] per Share, 25% of the Total SARS (if vested) will be automatically exercised as of the last day of such calendar quarter whether or not the Participant previously elected to exercise such SARs as of the last day of such calendar quarter and (b) if the Fair Market Value of a Share as of the date of exercise does not exceed the Exercise Price per Share, such SARs will not be exercised as of the last day of the respective calendar quarter but will remain outstanding and eligible to be exercised as described below.

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• Notwithstanding the foregoing, if your vested SARs have not been exercised previously, your vested SARs shall be exercised automatically as of the SARs Expiration Date or, if earlier, as of the last day of the calendar quarter in calendar year 2020 in which occurs the termination of your employment for any reason other than by PRGX for Cause, provided the Fair Market Value of a Share as of the date of exercise exceeds the Exercise Price per Share, and the automatic exercise of the vested SARs will result in the lump sum payment to you (within the thirty (30) days after your SARs are exercised) of cash in the amount which equals the excess of (i) the lesser of the Fair Market Value, as of the date on which the SARs are exercised, of the Shares with respect to which the SARs are to be exercised, or $[    ] per Share, over (ii) the aggregate Exercise Price of such SARs, less any applicable tax withholdings. If the Fair Market Value of a Share as of such date does not exceed the Exercise Price per Share, then, such SARs will not be exercised and will terminate and be forfeited without any consideration therefor as of the SARs Expiration Date or, if earlier, as of the last day of the calendar quarter in calendar year 2020 in which occurs the termination of your employment for any reason other than by PRGX for Cause.

• For purposes of this Agreement, the Fair Market Value of a Share that will be used to determine the amount in excess of the Exercise Price per share that you will receive on exercise of your SARs will be the average of the closing price for a Share over the last twenty (20) trading days for the calendar quarter with respect to which the SARs are to be exercised.

EFFECT OF CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT.

• Change in Control. Upon the occurrence of a Change in Control, as such term is defined in the Plan, prior to the SARs Expiration Date or any earlier termination and forfeiture of the SARs, the SARs shall become vested, to the extent not vested previously, if you have remained in the continuous employ of PRGX from the Grant Date until the time of the Change in Control, and your vested SARs shall be exercised automatically as of the Change in Control, and the automatic exercise of the SARs will result in the payment to you of cash in the amount which equals the excess of (i) the lesser of the Fair Market Value, as of the date on which the SARs are exercised, of the Shares with respect to which the SARs have been exercised, or $[    ] per Share, over (ii) the aggregate Exercise Price of such SARs, less any applicable tax withholdings.

• Termination of Employment Prior to Vesting. If your employment with PRGX terminates for any reason prior to the SARs becoming vested, any SARs that are not then vested will terminate and be forfeited immediately upon the termination of your employment for any reason. Termination of your employment after your SARs have become vested for any reason other than by PRGX for Cause will not result in forfeiture of your SARs

• Employment. For purposes of this Agreement, employment with any Affiliate of PRGX will be considered employment with PRGX.

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

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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 an exempt stock right, and this Agreement shall be construed accordingly.

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EX-10.6

Exhibit 10.6

Your Name: «First» «Last»

Total No. of Shares of Restricted Stock:

«Restricted_Stock»

PRGX RESTRICTED STOCK AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Stock Subject to Grant:	Common Stock, no par value per share
Grant Date:	, 2018

Vesting: Subject to the Plan and this Agreement, one-hundred percent (100%) of the shares of Common Stock shall become vested and non-forfeitable on the later of (i) the one (1) year anniversary of the Grant Date or (ii) the date of, and immediately prior to, the 2019 annual meeting of PRGX’s shareholders, provided you have been continuously serving as a member of the Board from the Grant Date until the earlier of such times.

Dividend and Voting Rights: Before the Restricted Stock becomes vested or Forfeited, you will have all voting rights with respect to the shares of Restricted Stock, and you will have the right to receive dividends and distributions in respect of the shares of Restricted Stock, which dividends and distributions shall be accumulated and paid in cash if and at the time the shares of Restricted Stock to which such dividends and distributions relate are no longer subject to forfeiture. No dividends or distributions will be paid with respect to shares of Restricted Stock that are Forfeited.

The Additional Terms and Conditions and the Plan described below are incorporated in this Agreement by reference and contain important information about your Restricted Stock. Copies of these documents are being provided to you in connection with this Agreement.

Additional Terms and Conditions describes the restrictions on your Restricted Stock, what happens if you cease to serve as a director of PRGX before your Restricted Stock becomes vested and where to send notices; and

The Plan contains the detailed terms that govern your Restricted Stock. 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 identified 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 signed Agreement to PRGX Legal.

Participant:	PRGX GLOBAL, INC.
	By:
Print Your Name:	Name: Victor A. Allums
Your Residence Address:	Its: Senior Vice President, General Counsel & Secretary

ADDITIONAL TERMS AND CONDITIONS OF YOUR RESTRICTED STOCK

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 Restricted Stock and maintaining the records of the Plan. If you have questions about your Restricted Stock 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 Restricted Stock is non-transferable. The Restricted Stock may be transferred by will or the laws of descent and distribution or pursuant to a qualified domestic relations order and, notwithstanding the foregoing, during the Participant’s lifetime may be transferred by the Participant to any of the Participant’s Permitted Transferees. 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 Restricted Stock is transferred shall be bound by the same terms and conditions, including with respect to vesting, that govern the Restricted Stock in the hands of the Participant; provided, however, that the transferee may not transfer the Restricted Stock except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. No right or interest of the Participant or any transferee in the Restricted Stock shall be subject to any lien, obligation or liability of the Participant or any transferee.

• Until the shares of Restricted Stock become vested, in lieu of issuing certificates for such shares, PRGX may reflect in its books and records the issuance of the Restricted Stock. If stock certificates evidencing the shares of Restricted Stock are issued before the Restricted Stock becomes vested, PRGX shall retain custody of such stock certificates until the shares of Restricted Stock become vested. As soon as administratively practicable (and within 30 days) after the shares of Restricted Stock become vested, the Company will deliver to the Participant or make available to the Participant’s broker the shares of Restricted Stock that have become vested.

EFFECT OF TERMINATION OF BOARD SERVICE AND CHANGE IN CONTROL.

• Termination of Board Service Before a Change in Control. Except as set forth below regarding a “Change in Control,” if your Board service terminates for any reason prior to the Restricted Stock becoming vested, any Restricted Stock that is not then vested will be forfeited immediately upon the termination of your Board service for any reason.

• Change in Control. Upon the occurrence of a Change in Control, as such term is defined in the Plan, before the termination of your Board service for any reason, one-hundred percent (100%) of the shares of Restricted Stock shall become vested and non-forfeitable if you have continuously served as a member of the Board from the Grant Date until the time of the Change in Control. Accordingly, subsequent termination of your Board service for any reason after the Change in Control will not result in forfeiture of your shares of Common Stock.

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

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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.

• With respect to any shares of Restricted Stock forfeited under this Agreement, the Participant does hereby irrevocably constitute and appoint the Secretary of the Company or any successor Secretary of the Company (the “Secretary”) as his or her attorney to transfer the forfeited shares on the books of the Company with full power of substitution in the premises. The Secretary shall use such authority to cancel any shares of Restricted Stock that are forfeited under this Agreement.

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EX-10.7

Exhibit 10.7

Your Name: «First» «Last»

Total No. of Restricted Stock Units:

«Restricted_Stock»

PRGX RESTRICTED STOCK UNIT AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Restricted Stock Units described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Stock Subject to Grant:	Common Stock, no par value per share
Grant Date:	, 2018

Vesting: Subject to the Plan and this Agreement, one-hundred percent (100%) of the Restricted Stock Units will become vested and payable on the later of (i) the one (1) year anniversary of the Grant Date or (ii) the date of, and immediately prior to, the 2019 annual meeting of PRGX’s shareholders, provided you have been continuously serving as a member of the Board from the Grant Date until the earlier of such times.

Dividend and Voting Rights: Before the Restricted Stock Units become vested and Common Stock is paid, you will not have any voting rights with respect to the Common Stock to which the Restricted Stock Units relate. However, you will have the right to receive dividends and distributions on any shares of Common Stock subject to your Restricted Stock Units as if you owned the shares of Common Stock to which the Restricted Stock Units relate, which dividends and distributions shall be accumulated and paid in cash if and at the time the Restricted Stock Units to which such dividends and distributions relate become vested and payable. No dividends or distributions will be paid with respect to Restricted Stock Units that do not become vested and payable.

The Additional Terms and Conditions and the Plan described below are incorporated in this Agreement by reference and contain important information about your Restricted Stock Units. Copies of these documents are being provided to you in connection with this Agreement.

Additional Terms and Conditions describes the terms of your Restricted Stock Units, what happens if you cease to serve as a director of PRGX before your Restricted Stock Units become vested and where to send notices; and

The Plan contains the detailed terms that govern your Restricted Stock Units. 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 identified herein but that are defined in the Plan have the same meaning given them in the Plan.

Deferral Election: You may elect to have all or a portion of the shares of Common Stock to be delivered to you upon payment of your Restricted Stock Units deferred under the PRGX Global, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Deferred Compensation Plan”) in accordance with the procedures set forth therein.

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

Participant:	PRGX GLOBAL, INC.
	By:
Print Your Name:	Name: Victor A. Allums
Your Residence Address:	Its: Senior Vice President, General Counsel & Secretary

ADDITIONAL TERMS AND CONDITIONS OF YOUR RESTRICTED STOCK UNITS

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 Restricted Stock Units and maintaining the records of the Plan. If you have questions about your Restricted Stock Units 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 Restricted Stock Units are non-transferable. The Restricted Stock Units may be transferred by will or the laws of descent and distribution or pursuant to a qualified domestic relations order and, notwithstanding the foregoing, during the Participant’s lifetime may be transferred by the Participant to any of the Participant’s Permitted Transferees. 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 Restricted Stock Units are transferred shall be bound by the same terms and conditions, including with respect to vesting, that govern the Restricted Stock Units in the hands of the Participant; provided, however, that the transferee may not transfer the Restricted Stock Units except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. No right or interest of the Participant or any transferee in the Restricted Stock Units shall be subject to any lien, obligation or liability of the Participant or any transferee.

• As soon as administratively practicable (and within 30 days) after the Restricted Stock Units become vested, the Company will deliver to the Participant or make available to the Participant’s broker the shares of Common Stock with respect to which the Restricted Stock Units that have become payable, unless the Participant elected to defer the delivery of such shares of Common Stock under the Deferred Compensation Plan (in which case the Participant’s deferral election and the terms of the Deferred Compensation Plan will determine when the Participant’s shares of Common Stock will be delivered).

EFFECT OF TERMINATION OF BOARD SERVICE AND CHANGE IN CONTROL.

• Termination of Board Service Before a Change in Control. Except as set forth below regarding a “Change in Control,” if your Board service terminates for any reason prior to the Restricted Stock Units becoming vested, any Restricted Stock Units that are not then vested will be forfeited immediately upon the termination of your Board service for any reason.

• Change in Control. Upon the occurrence of a Change in Control, as such term is defined in the Plan, before the termination of your Board service for any reason, one-hundred percent (100%) of the Restricted Stock Units shall become vested and payable if you have continuously served as a member of the Board from the Grant Date until the time of the Change in Control. Accordingly, subsequent termination of your Board service for any reason after the Change in Control will not result in forfeiture of your Restricted Stock Units or the shares of Common Stock related thereto.

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

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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.

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EX-10.8

Exhibit 10.8

Your Name: «First» «Last»

Total No. of Shares Covered by the Option:

«Stock_Options»

PRGX NON-QUALIFIED STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Non-Qualified Stock Option described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”). For tax law purposes, this Option shall be treated as a Non-Qualified Stock Option. This Option is not intended to be and shall not be treated as an Incentive Stock Option for tax law purposes.

Grant Date:	, 2018
Exercise Price per Share:	$
Option Expiration Date:	, 2025
Number of Shares of Common Stock:	«Stock_Options»

Vesting: Subject to the Plan and this Agreement, one-hundred percent (100%) of the shares of Common Stock subject to this Option may be purchased on or after the later of (i) the one (1) year anniversary of the Grant Date or (ii) the date of, and immediately prior to, the 2019 annual meeting of PRGX’s shareholders, provided you have been continuously serving as a member of the Board from the Grant Date until the earlier of such times.     

The Additional Terms and Conditions and the Plan described below are incorporated in this Agreement by reference and contain important information about your Option. Copies of all the documents referenced below are being provided to you in connection with this Agreement.

Additional Terms and Conditions describes how to exercise your Option, what happens if you cease to serve as a director of PRGX before you exercise your Option and where to send notices;

The Plan contains the detailed terms that govern your Option. 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;

Plan Prospectus; and 2017 PRGX Annual Report on Form 10-K for the Year Ended December 31, 2017.

Please sign in the space provided below to show that you accept the Option on these terms, keep a copy of this Agreement for your records, and return the signed Agreement to PRGX Legal.

Participant:	PRGX GLOBAL, INC.
	By:
«First» «Last»	Name: Victor A. Allums
Your Residence Address:	Its: Senior Vice President, General Counsel & Secretary
«Address_1»
«Address_2»
«Address_3»
«City», «State» «Zip_Code»

ADDITIONAL TERMS AND CONDITIONS OF YOUR OPTION

HOW TO EXERCISE YOUR OPTION

• The Plan is administered on behalf of the Committee by the Plan administrator. The Plan administrator is responsible for assisting you in the exercise of your Option and maintaining the records of the Plan. If you have questions about your Option, how you go about exercising the vested portion of your Option or how the Plan works, please contact the Plan administrator at Plan.Administrator@prgx.com or (770) 779-3309.

• The exercise date of your Option is the date of delivery to the Plan administrator of your notice of exercise. The notice must be accompanied by payment of the Option price in full. You may pay the Option price (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.

• Notwithstanding the foregoing, if (i) your Option is about to expire or terminate, (ii) you are prohibited at that time from selling Shares as the result of restrictions on trading in securities of PRGX, (iii) on the expiration or termination date the Fair Market Value of a Share exceeds the Exercise Price per Share and (iv) your Option is otherwise vested and exercisable, you may exercise the Option immediately prior to its expiration or termination to the extent outstanding and exercisable on such date, and the exercise of the Option will result in the issuance to you of that number of whole Shares that have a Fair Market Value that most nearly equals, but does not exceed, the excess of the Fair Market Value of a Share over the Exercise Price per Share multiplied by the number of Shares subject to the exercised portion of the Option. You will forfeit any remaining fractional Share that is not issued upon such exercise unless you pay any additional Exercise Price that may be required to purchase the remaining fractional Share.

• Except as provided herein and in the Plan, this Option is non-transferable. This Option may be transferred by will or the laws of descent and distribution or pursuant to a qualified domestic relations order and, notwithstanding the foregoing, during the Participant’s lifetime, may be transferred by the Participant to any of the Participant’s Permitted Transferees. 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 this Option is transferred shall be bound by the same terms and conditions, including with respect to vesting, that govern the Option in the hands of the Participant; provided, however, that the transferee may not transfer this Option except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. No right or interest of the Participant or any transferee in this Option shall be subject to any lien, obligation or liability of the Participant or any transferee.

EFFECT OF TERMINATION OF BOARD SERVICE AND CHANGE IN CONTROL.

• Termination of Board Service Before a Change in Control. Except as set forth below regarding a “Change in Control,” if your Board service terminates for any reason, you (or your estate) can exercise any portion of your vested Option at any time until the earlier of (a) three (3) years after the date of termination of your Board service or (b) the Option Expiration Date. After such earlier date, the unexercised portion of your Option shall terminate. Any unvested portion of your Option will terminate immediately following the termination of your Board service for any reason.

• Change in Control. Upon the occurrence of a Change in Control, as such term is defined in the Plan, before the termination of your Board service, one-hundred percent (100%) of the shares of Common Stock subject to this Option may be purchased if you have continuously served as a member of the Board from the Grant Date until the time of the Change in Control. Then, you (or your estate) can exercise any portion of your vested Options until the Option Expiration Date, regardless of any subsequent termination of your Board service for any reason.

-2-

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 PRGX:	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

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 contains 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.

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