X0306 4 2019-01-03 0 0001007330 PRGX GLOBAL, INC. PRGX 0001334575 Abkemeier Kurt 600 GALLERIA PARKWAY, SUITE 100 ATLANTA GA 30339 0 1 0 0 Chief Financial Officer Common Stock 2019-01-03 4 A 0 32000 0.00 A 32000 D Performance-Based Restricted Stock Unit 2019-01-03 4 A 0 12000 0.00 A Common Stock 12000 12000 D Stock Option 8.96 2019-01-03 4 A 0 100000 0.00 A 2026-01-02 Common Stock 100000 100000 D Grant of restricted stock that vests in three approximately equal installments on each of January 3, 2020, 2021 and 2022. Includes 32,000 shares of restricted stock that vest in three approximately equal installments on each of January 3, 2020, 2021 and 2022. Each Performance-Based Restricted Stock Unit ("Unit") corresponds to a share of common stock of the Company. If vested, 100% of the vested Units will be paid in whole shares of common stock. 50% of the Units vest and become payable based on the cumulative revenue from continuing operations, 35% of the Units vest and become payable on the cumulative adjusted EBITDA from continuing operations that the Company achieves and 15% of the Units vest and become payable on cumulative adjacent services revenue that the Company achieves, in each case, for the two-year performance period ending December 31, 2019. The Units will become payable, if at all, no later than 30 days after the Company's Compensation Committee determines the performance criteria achieved for the performance period (which determination cannot, in any event, be earlier than January 2020 or after April 2020). At the threshold performance level, 35% of the Units will become vested and payable; at the target performance level, 100% of the Units will become vested and payable; and at the maximum performance level, 150% of the Units will become vested and payable. If performance falls between the stated performance levels the percentage of Units that shall become vested and payable will be based on a straight line interpolation between such stated performance levels (although the Units may not become vested and payable for more than 150% of the Units and no Units shall become vested and payable if performance does not equal or exceed the applicable threshold performance level). Option vests in three approximately equal installments on each of January 3, 2020, 2021 and 2022. /s/ Victor A. Allums, as Attorney-in-Fact for Kurt Abkemeier 2019-01-04