OPTION TERMINATION AGREEMENT
EXHIBIT
10.1
This
Option Termination Agreement (this “Agreement”)
is
entered into as of this September 29, 2006, by and among PRG-Xxxxxxx USA, Inc.,
(the “Company”),
PRG-Xxxxxxx International, Inc. (“PRGX”)
and
Xxxxx X. XxXxxxx (“Optionholder”).
The
parties agree as follows:
1. Termination
of Options and Option Agreements.
Effective as of September 29, 2006, the following shall terminate and cease
to
have any further force or effect:
(a) that
certain stock option agreement (the “Option
Agreement”)
granted pursuant to Section 4(c) of the Employment Agreement (the “Employment
Agreement”)
entered into on July 20, 2005 effective July 25, 2005, by and among the parties
hereto;
(b) each
of
the options to purchase shares of the Company (the “Options”) granted
thereunder; and
(c) the
respective rights and obligations of the parties hereto under the Stock
Incentive Plan of PRGX (the “Plan”) with respect to the Options.
Each
of
the parties hereto is hereby released and discharged from any and all
obligations and liabilities under the Options and the Option Agreement, as
well
as (insofar as they relate to the Options) the Employment Agreement and the
Plan.
2. Release.
The
Optionholder hereby releases, remises, acquits and discharges PRGX and the
Company, its successors and assigns from any and all claims, known or unknown,
and however denominated, which he, his successors or assigns has or may have
against any such releasees, and any and all liability such releasees may have
to
the Optionholder, in each case arising from or relating to the Options or the
Option Agreement. This release is for any relief, no matter how denominated,
including but not limited to injunctive relief, compensatory damages, punitive
damages or rescissory damages. The Optionholder further agrees that he will
not
file or permit to be filed on his behalf any such claim. Notwithstanding the
foregoing, this release shall not apply to any claims the Optionholder may
have
arising from or relating to his employment or any other options or awards
granted pursuant to the Plan.
3. Miscellaneous.
This
Agreement and the rights and obligations of the parties hereunder shall be
governed by, and construed and interpreted in accordance with, the laws of
the
State of Georgia without giving effect to its principles or rules of conflict
of
laws to the extent such principles or rules are not mandatorily applicable
by
statute and would require or permit the application of the laws of another
jurisdiction. This Agreement and the rights and obligations set forth herein
shall inure to the benefit of, and be binding upon, the parties hereto, and
each
of their respective successors, heirs, and assigns. This Agreement constitutes
the entire understanding of the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral or written,
with respect to such matters. This Agreement may not be amended orally, but
only
by a writing duly executed by the parties hereto. This Agreement may be executed
in counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement, all as
of
September 29, 2006.
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PRG-XXXXXXX
INTERNATIONAL, INC.
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PRG-XXXXXXX
USA, INC.
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By:
/s/
Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Senior Vice President, Secretary and General
Counsel
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XXXXX
X. XxXXXXX
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/s/
Xxxxx X. XxXxxxx
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Name:
Xxxxx X. XxXxxxx
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