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| PRGX > SEC Filings for PRGX > Form 8-K on 14-Jan-2009 | All Recent SEC Filings |
14-Jan-2009
Change in Directors or Principal Officers, Financial Statements a
on the achievement of certain performance objectives to be set by the Company's
Compensation Committee. Mr. Bahl will also be eligible to receive an additional
one-time bonus in the aggregate amount of $1 million payable on the last regular
payroll date in July 2010, subject to Mr. Bahl's continued employment until such
time. Mr. Bahl will also be eligible to receive stock options, restricted stock,
stock appreciation rights and/or other equity awards under the Company's
applicable equity plans on such basis as the Compensation Committee may
determine. The Employment Agreement provides for standard expense reimbursement,
vacation time, and other standard executive benefits. Finally, the Company
provided Mr. Bahl with relocation benefits in connection with his relocation to
Atlanta, Georgia.
3. Equity Inducement Awards. Under the terms of the Employment Agreement, the
Company intends to grant equity awards to Mr. Bahl consisting of an aggregate of
296,296 non-qualified options and 344,445 shares of restricted stock (the
"Equity Inducement Awards"). The Equity Inducement Awards have been approved by
the Company's Compensation Committee and will be granted to Mr. Bahl in reliance
upon Nasdaq Marketplace Rule 4350(i)(1)(A)(iv) outside of the company's 2008
Equity Incentive Plan as inducement awards material to Mr. Bahl's employment.
All of the options will have a seven year term and an exercise price equal to
the closing price of the company common stock on the date of grant. 111,111 of
the options and 233,334 shares of restricted stock will vest in equal increments
over a period of four years. The remaining 185,185 options and 111,111 shares of
restricted stock will vest in equal increments on the second and fourth
anniversaries of the date of grant. In addition, the Equity Inducement Awards
will vest upon a Change of Control of the Company (as defined in the Employment
Agreement), and a portion of the Equity Inducement Awards will vest upon the
occurrence of certain other events including the termination of Mr. Bahl by the
Company without Cause or by Mr. Bahl for Good Reason (as such terms are defined
in the Employment Agreement). The forms of the agreements covering the Equity
Inducement Awards are filed herewith as Exhibits 10.2 and 10.3 and are
incorporated herein by reference.
4. Post-Termination Benefits.
(a) No Change of Control. If Mr. Bahl, other than within two years after a
Change of Control, (x) terminates his employment for Good Reason, (y) is
terminated by the Company without Cause, or (z) terminates his employment upon
the Company's failure to renew the Agreement, then he is entitled to the
following: (i) payment of his annual base salary for the period equal to the
greater of 18 months or the sum of four weeks for each full year of continuous
service he has with the Company (the "Severance Period"); (ii) payment of any
actual earned full-year bonus (pro-rated) for the year in which Mr. Bahl's
employment termination occurs; (iii) continuation of health care plan coverage
for the Severance Period; (iv) payment of any accrued obligations; (v) vesting
of Mr. Bahl's outstanding unvested Equity Inducement Awards that would have
vested based solely on Mr. Bahl's continued employment through the anniversary
date of the commencement of Mr. Bahl's employment with the Company immediately
following the termination of his employment, and vesting in full of Mr. Bahl's
other outstanding
unvested options, restricted stock and other equity-based awards that would have
vested solely based on his continued employment, as well as the continuation of
outstanding stock options, until the earlier of one year after the date of
termination of Mr. Bahl's employment or the original expiration date of the
options; (vi) payment of up to $20,000 of outplacement services; and (vii) if
Mr. Bahl's termination occurs before July 30, 2010, payment of a pro rata
portion of Mr. Bahl's $1 million bonus described above.
(b) Change of Control. If, within 2 years following a Change in Control,
Mr. Bahl (x) terminates his employment for Good Reason, (y) is terminated by the
Company without Cause, or (z) terminates his employment upon the Company's
failure to renew the Employment Agreement, then he is entitled to receive the
same benefits as he would have received as described above under "No Change of
Control" except that (i) the payment of Mr. Bahl's annual base salary shall be
for the period equal to the greater of two years or the sum of four weeks for
each full year of continuous service he has with the Company (the "Change in
Control Severance Period") and (ii) the executive's health care plan coverage
shall continue for the Change in Control Severance Period.
(c) For Cause. If the Company terminates Mr. Bahl's employment for Cause or
Mr. Bahl terminates the executive's employment for other than a Good Reason, the
Employment Agreement terminates and the Company will have no further obligations
to Mr. Bahl other than to pay any accrued obligations.
5. Business Protection Agreements. Mr. Bahl is also bound by confidentiality
provisions, non-competition covenants and non-solicitation restrictions
concerning both customers and employees of the Company.
The foregoing description is qualified in its entirety by reference to the
Employment Agreement.
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