Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 30, 2018, PRGX Global, Inc. (the “Company”) announced that Deborah M. Schleicher, the Company’s Chief Financial Officer, Treasurer and Controller, is leaving the Company, and that the Board of Directors of the Company (the “Board”) appointed Peter Limeri as the Company’s interim Chief Financial Officer, interim Treasurer and interim Controller, with such appointment becoming effective immediately. The Company expects to enter into a separation agreement with Ms. Schleicher, the terms of which will be disclosed in a separate Form8-K.
Appointment of Peter Limeri as interim Chief Financial Officer, interim Treasurer and interim Controller
Effective August 30, 2018, the Board appointed Peter Limeri as the Company’s interim Chief Financial Officer, interim Treasurer and interim Controller. Mr. Limeri has over 25 years of financial experience, including his previous service with the Company as Chief Financial Officer from November 2014 to May 2018 and from February 2006 until May 2009. Mr. Limeri’s previous experience also includes serving as President and Chief Executive Officer of LCG, LLC, a management consulting firm specializing in strategic, financial and operation transformations, from December 2010 until September 2014, and service as President and Chief Financial Officer of Physiotherapy Associates.
There are no family relationships between Mr. Limeri and any director or executive officer of the Company and, except for the Separation Agreement between Mr. Limeri and the Company dated as of May 16, 2018, no related party transactions required to be reported under Item 404(a) of RegulationS-K.
Employment Agreement with Peter Limeri
The Company entered into an employment agreement with Mr. Limeri which became effective as of August 30, 2018 (the “Employment Agreement”). The material terms of his Employment Agreement are as follows:
1.Term. The Employment Agreement provides for a term ending on December 31, 2018, which may only be extended by the mutual written agreement of the Company and Mr. Limeri.
2.Compensation. Mr. Limeri will receive a monthly base salary of $65,000. Mr. Limeri will not be eligible to (i) participate in the Company’s annual incentive bonus plan, (ii) receive stock options, restricted stock, restricted stock units, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans or (iii) participate in any other long-term incentive or other equity-based plan that the Company may establish from time to time.
3.Buyback of Stock Options. Under the terms of the Employment Agreement, the Company will, within ten (10) days following the effective date of the Employment Agreement, repurchase all of Mr. Limeri’s outstanding stock options (options to acquire 67,067 shares of the common stock of the Company) for a lump sum of $174,989, subject to ordinary and lawful deductions. Mr. Limeri will surrender the option agreements to the Company and will not have any further rights thereunder.
4.Post-Termination Benefits.
(a)Without Cause.If Mr. Limeri has his employment terminated by the Company without Cause (as defined in the Employment Agreement), then he is entitled to the following: (i) payment of his base salary for remainder of the term (the “Severance Period”); (ii) continuation of health care plan coverage at active employee rates for the Severance Period; and (iii) payment of accrued obligations.
