Stewart Ronald E. 4
4 · PRGX GLOBAL, INC. · Filed Feb 14, 2020
Insider Transaction Report
Form 4
Stewart Ronald E.
Director
Transactions
- Award
Common Stock
2020-02-13+45,000→ 421,317 total - Award
Performance-Based Restricted Stock Unit
2020-02-13+105,000→ 105,000 total→ Common Stock (105,000 underlying)
Footnotes (4)
- [F1]Grant of restricted stock that vests in three equal installments on each of February 13, 2021, 2022 and 2023.
- [F2]Includes (i) 11,668 shares of restricted stock that vest on March 30, 2020 and (ii) 45,000 shares of restricted stock that vest in three equal installments on each of February 13, 2021, 2022 and 2023.
- [F3]Each Performance-Based Restricted Stock Unit ("Unit") corresponds to a share of common stock of the Company. 100% of the Units that vest and become payable will be paid in whole shares of common stock. 45% of the Units are eligible to vest based on the revenue and adjusted EBITDA that the Company achieves for 2020, and 55% of the Units (plus any of the 45% of the Units that are not earned for 2020) are eligible to vest based on the cumulative revenue and adjusted EBITDA that the Company achieves, in each case, for 2020 and 2021. 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 two-year performance period (which determination cannot, in any event, be earlier than January 2022 or after April 2022).
- [F4]At the threshold performance level, 50% of the eligible Units will become vested and payable and at the target performance level, 100% of the eligible Units will become vested and payable. If performance falls between the stated performance levels the percentage of eligible Units that shall become vested and payable will be based on a straight line interpolation between such stated performance levels. No Units will become vested and payable if performance does not equal or exceed the applicable threshold performance level.