Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10-Q - PRGX GLOBAL, INC. | g25303e10vq.htm |
| EX-31.1 - EX-31.1 - PRGX GLOBAL, INC. | g25303exv31w1.htm |
| EX-31.2 - EX-31.2 - PRGX GLOBAL, INC. | g25303exv31w2.htm |
| EX-32.1 - EX-32.1 - PRGX GLOBAL, INC. | g25303exv32w1.htm |
| EXCEL - IDEA: XBRL DOCUMENT - PRGX GLOBAL, INC. | Financial_Report.xls |
Exhibit 10.1
EIGHTH AMENDMENT TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
THIS EIGHTH AMENDMENT (this “Amendment”), effective as of August 4, 2011 is between PRGX
GLOBAL, INC., a Georgia corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC, a New York banking corporation, as Rights Agent (“AST” or the “Rights Agent”).
W I T N E S S E T H
WHEREAS, in connection with that certain Shareholder Protection Rights Agreement dated as of
August 9, 2000, as amended effective March 12, 2002, August 16, 2002, November 7, 2005, November
14, 2005, March 16, 2006, September 17, 2007 and August 9, 2010, between the Company and the Rights
Agent (the “Agreement”), the Board of Directors of the Company deems it advisable and in the best
interest of the Company and its shareholders to amend the Agreement in accordance with Section 5.4
thereof; and
WHEREAS, pursuant to its authority under Section 5.4 of the Agreement, the Board of Directors
of the Company has authorized and approved this Amendment to the Agreement set forth herein.
NOW, THEREFORE, in consideration of the premises and the respective agreements set forth
herein, the parties hereby agree as follows:
1. Definitions. Capitalized terms used in this Amendment, which are not otherwise defined
herein, are used with the same meaning ascribed to such terms in the Agreement.
2. Amendment.
The definition of “Expiration Time” in Section 1.1 is hereby deleted in its
entirety and replaced to read as follows:
“Expiration Time” shall mean the earliest of (i) the Exchange Time, (ii) the
Redemption Time, (iii) the close of business on August 10, 2012 and (iv) the
merger of the Company into another corporation pursuant to an agreement
entered into when there is no Acquiring Person unless such transaction would
constitute a Flip-over Transaction or Event.
3. Counterparts. This Amendment may be executed in any one or more counterparts, each of which
shall be deemed an original and all of which shall together constitute the same Amendment.
4. Ratification. Except as modified and amended as set forth herein, the Agreement is hereby
ratified and confirmed without further modification or amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
effective as of the date first above written.
| PRGX GLOBAL, INC. |
||||
| By: | /s/ Victor A. Allums | |||
| Name: | Victor A. Allums | |||
| Title: Senior Vice President and General Counsel | ||||
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC |
||||
| By: | /s/ Barbara J. Robbins | |||
| Name: | Barbara J. Robbins | |||
| Title: Vice President | ||||
[EIGHTH AMENEMDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT]