Georgia | 0-28000 | 58-2213805 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
600 Galleria Parkway, Suite 100 Atlanta, Georgia |
30339 |
|
(Address of Principal Executive Offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||||||
SIGNATURES |
| The overall bonus pool under the 2011 bonus plan will be established based on the Companys achieving a percentage of the target level of adjusted EBITDA established by the Compensation Committee for 2011. No amounts will be contributed to the bonus pool and no bonuses will be paid under the 2011 bonus plan unless the Company achieves a minimum level of adjusted EBITDA for 2011. | ||
| Except as described below with respect to the Companys Chief Executive Officer, target and maximum bonus amounts for each named executive officer under the 2011 bonus plan will be established in accordance with the officers employment agreement. | ||
| In conjunction with the approval of the 2011 performance bonus plan, the Compensation Committee revised the Companys compensation arrangement with Romil Bahl, the Companys Chief Executive Officer, by increasing the maximum annual bonus payable to him from 150% of his base salary (as provided in his employment agreement) to 200% of his base salary. The Compensation Committee increased Mr. Bahls maximum bonus amount in order to conform the structure of his bonus arrangement to those of the Companys other executive officers such that all of the Companys executive officers will now have maximum bonus amounts equal to two times their target bonus amounts. | ||
| Actual bonus payments to named executive officers under the 2011 bonus plan will be based (a) on the size of the overall bonus pool established as described above, (b) for the Companys CEO, 35% on the Companys 2011 revenue performance, 35% on the Companys adjusted EBITDA performance, and 30% on the achievement of individual performance objectives approved by the Compensation Committee, (c) for the Companys Senior Vice President responsible for the Companys Recovery Audit Americas operations (RA-Americas), 17.5% on the RA-Americas 2011 revenue performance, 17.5% on the RA-Americas 2011 adjusted EBITDA performance, 35% on growth of 2011 revenue at existing RA-Americas clients, and 30% on the achievement of individual performance objectives approved by the Compensation Committee, and (d) for all other Company named executive officers, 20% on the Companys 2011 revenue performance, 50% on the Companys adjusted EBITDA performance, and 30% on the achievement of individual performance objectives approved by the Compensation Committee. |
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PRGX Global, Inc. |
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By: | /s/ Victor A. Allums | |||
Victor A. Allums | ||||
Senior Vice President, Secretary and General Counsel |