EXHIBIT 10.1
January 23, 2002
Xx. Xxxx Xxxxxxxx
000 Xxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Dear Xxxx:
This confirms that effective January 25, 2002, Section 10(d) of the letter
employment agreement from me to you dated January 7, 2000 (the "Agreement") is
revised to reflect the following:
In the event of a "Change of Control", your stock options, restricted stock and
deferred compensation will vest. Xxxx Xxxx no longer being CEO will be treated
as a "Change of Control" provided that you remain with the Company for at least
six (6) months after a new CEO is appointed.
For purposes of this Agreement, a "Change of Control" shall have occurred if:
(A) a majority of the directors of PRGX shall be persons other
than persons:
(1) for whose election proxies shall have been solicited
by the Board of Directors of PRGX; or
(2) who are then serving as directors appointed by the
Board of Directors of PRGX to fill vacancies on such
board caused by death or resignation, (but not by
removal, or to fill newly-created directorships); or
(B) all or substantially all assets or securities representing a
majority of the power to vote in the election of PRGX's Board
of Directors shall be acquired by an individual, partnership,
firm, corporation, association, trust, unincorporated
organization or other entity or person, or any syndicate or
group deemed to be a person under Section 14(d)(2) of the
Securities Exchange Act of 1934; or
(C) there shall have occurred a merger or consolidation resulting
in the shareholder's of PRGX immediately prior to such
transaction ceasing to beneficially own directly or
indirectly securities of PRGX, the surviving entity or a
parent thereof representing at least 50% of PRGX/such
entity's voting power; or
(D) there shall have occurred any other transaction or event that
the Board of Directors of PRGX in its discretion identifies
as a Change in Control for this purpose.
Should you have any questions, please let me know.
Best wishes,
/s/ XXXX X. XXXX
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Xxxx X. Xxxx
Chairman, Chief Executive Officer
Accepted and agreed: /s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx
