FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (this "Amendment") is entered
into as of December 9, 2005, among PRG-XXXXXXX USA, INC., a Georgia corporation
(the "Company"), PRG-XXXXXXX INTERNATIONAL, INC., a Georgia corporation that
owns all of the capital stock of the Company ("PRGX"), and XXXXX X. XXXXXXX
("Executive").
The parties to this Amendment hereby agree to amend the Employment
Agreement by and among the Company, PRGX, and Executive, dated July 25, 2005
(the "Agreement"), as set forth herein.
1. Section 6(c)(1) is hereby deleted and the following new Section 6(c)(1)
is inserted in lieu thereof:
"(1) a lump sum payment equal to either (i) in the event the Employment
Period ends prior to the date that is 16 months after the Effective Date, 0.125
times the number of months in the Employment Period multiplied by Executive's
Average Annual Compensation (as defined below) (provided, however, that if the
Termination without Cause or Termination for Good Reason occurs after a Change
in Control, then the amount of the lump sum payment shall be equal to the amount
provided in subclause (ii) of this subparagraph (c)(1) notwithstanding the date
the Employment Period ends), or (ii) in the event the Employment Period ends on
or after the date that is 16 months after the Effective Date, two times
Executive's Average Annual Compensation (for purposes hereof, "Average Annual
Compensation" means (x) Executive's Base Salary for fiscal year 2005, if the
Date of Termination occurs in fiscal year 2005, or the average of Executive's
Base Salary in effect for the final two fiscal years in the Employment Period
(including the fiscal year in which the Date of Termination occurs), if the Date
of Termination occurs after December 31, 2005; plus (y) (A) if the Date of
Termination occurs prior to January 1, 2006, 70% of Executive's Base Salary,
prorated based on the number of days actually employed during fiscal year 2005;
(B) if the Date of Termination occurs after December 31, 2005 but prior to prior
to January 1, 2007, 70% of Executive's Base Salary for fiscal year 2005; (C) if
the Date of Termination occurs during fiscal year 2007, the actual annual bonus
paid in respect of fiscal year 2006; or (D) if the Date of Termination occurs
after December 31, 2007, the average of the actual annual bonuses paid or
payable in respect of the two full fiscal years immediately preceding the fiscal
year in which the Date of Termination occurs); and"
2. Counterparts. This Amendment may be executed in separate counterparts,
each of which are to be deemed to be an original and both of which taken
together are to constitute one and the same agreement.
3. Effect of Amendment. As expressly modified by this Amendment, all terms
and conditions of the Agreement are hereby ratified.
The parties are signing this First Amendment as of the date first stated
above.
PRG-XXXXXXX USA, INC.
By: /s/ Xxxxxxx XxXxxxxx, Xx.
------------------------------------
Name: Xxxxxxx XxXxxxxx, Xx.
Title: SVP, General Counsel & Secretary
PRG-XXXXXXX INTERNATIONAL, INC.
By: /s/ Xxxxxxx XxXxxxxx, Xx.
------------------------------------
Name: Xxxxxxx XxXxxxxx, Xx.
Title: SVP, General Counsel & Secretary
/s/
----------------------------------------
Xxxxx X. XxXxxxx
