Form of Performance-Based Restricted Stock Unit Agreement for Employees under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan

Exhibit 10.2

PRGX PERFORMANCE-BASED RESTRICTED STOCK

UNIT AGREEMENT FOR EMPLOYEES

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Performance-Based Restricted Stock Units described below under the PRGX Global, Inc. 2017 Equity Incentive Compensation Plan (the “Plan”).

Vesting: Subject to the Plan and this Agreement, the Performance-Based Restricted Stock Units will become vested and payable in accordance with the terms set forth on Exhibit A attached hereto, provided you remain continuously employed with PRGX from the Grant Date until the last day of the Cumulative Performance Period (as defined in Exhibit A).

Dividend and Voting Rights: Before the Performance-Based Restricted Stock Units become vested and Common Stock is paid, you will not have any voting rights with respect to the Common Stock to which the Performance-Based Restricted Stock Units relate. However, you will have the right to receive dividends and distributions on any shares of Common Stock subject to your Performance-Based Restricted Stock Units as if you owned the shares of Common Stock to which the Performance-Based Restricted Stock Units relate, which dividends and distributions shall be accumulated and paid in cash if and at the time the Performance-Based Restricted Stock Units to which such dividends and distributions relate become vested and payable. No dividends or distributions will be paid with respect to Performance-Based Restricted Stock Units that do not become vested and payable.

The Additional Terms and Conditions and the Plan are incorporated in this Agreement by reference and contain important information about your Performance-Based Restricted Stock Units. Copies of these documents are being provided to you in connection with this Agreement. Please review them carefully and contact PRGX Human Resources if you have any questions.

Additional Terms and Conditions attached to this Agreement describe the terms of your Performance-Based Restricted Stock Units, what happens if you cease to remain employed with PRGX before your Performance-Based Restricted Stock Units become vested and payable and where to send notices; and

The Plan contains the detailed terms that govern your Performance-Based Restricted Stock Units. If anything in this Agreement or the other referenced documents is inconsistent with the Plan, the terms of the Plan, as amended from time to time, will control. All terms used herein that are not defined herein but that are defined in the Plan have the same meaning given them in the Plan.

Please sign in the space provided below, keep a copy of this Agreement for your records, and return the original to PRGX Human Resources.

ADDITIONAL TERMS AND CONDITIONS OF YOUR PERFORMANCE-BASED

RESTRICTED STOCK UNITS

PLAN ADMINISTRATION.

EFFECT OF TERMINATION OF EMPLOYMENT. If your employment with PRGX is terminated by PRGX without Cause (and other than on your death or Disability) or you terminate your employment for Good Reason, prior to the last day of the Cumulative Performance Period, a Pro Rata Portion of the Performance-Based Restricted Stock Units shall vest in accordance with the terms set forth on Exhibit A attached hereto, notwithstanding the termination of your employment with PRGX (except as otherwise provided in this Agreement on a Change in Control prior to the last day of the Cumulative Performance Period). Any Performance-Based Restricted Stock Units that are not then vested and can no longer vest under any circumstances will be forfeited at that time.

If your employment with PRGX is terminated prior to the last day of the Cumulative Performance Period and prior to a Change in Control, other than by PRGX without Cause or by you for Good Reason, or your employment terminates on your death or Disability prior to the last day of the Cumulative Performance Period and prior to a Change in Control, the Performance-Based Restricted Stock Units will be forfeited immediately upon the termination of your employment for any such reason. Termination of your employment after the last day of the Cumulative Performance Period for any reason other than by PRGX for Cause will not result in forfeiture of the vested Performance-Based Restricted Stock Units.

For purposes of this Agreement, (i) “Cause” shall have the same definition as under the Plan; (ii) “Good Reason” shall have the same definition as under any employment or service agreement between PRGX and you or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition, Good Reason means, without your consent, the following: (A) any action taken by PRGX which results in a material reduction in your authority, duties or responsibilities (except that any change in the foregoing that results solely from (1) PRGX ceasing to be a publicly traded entity or from PRGX becoming a wholly-owned subsidiary of another publicly traded entity or (2) any

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change in the geographic scope of your authority, duties or responsibilities will not, in any event and standing alone, constitute a substantial reduction in your authority, duties or responsibilities), including any requirement that you report directly to anyone other than the Chief Executive Officer of PRGX; (B) the assignment to you of duties that are materially inconsistent with your authority, duties or responsibilities; (C) any material decrease in your base salary or annual bonus opportunity or the benefits generally available to the class of employees that includes you, except to the extent PRGX has instituted a salary, bonus or benefits reduction generally applicable to all executives of PRGX other than in contemplation of or after a Change in Control; (D) your relocation to any principal place of employment other than Atlanta, Georgia, or any requirement that you relocate your residence other than to the Atlanta, Georgia metropolitan area, without your express written consent to either such relocation; provided, however, this subsection (D) shall not apply in the case of business travel which requires you to relocate temporarily for periods of 90 days or less; or (E) the failure by PRGX to pay to you any portion of your base salary, annual bonus or other benefits within 10 days after the date the same is due. Notwithstanding the above, and without limitation, “Good Reason” shall not include any resignation by you where Cause for your termination by PRGX exists and PRGX then follows the procedures, if any, required for a termination of your employment for Cause. You must give PRGX notice of any event or condition that would constitute “Good Reason” within 30 days of the event or condition which would constitute “Good Reason,” and upon the receipt of such notice PRGX shall have 30 days to remedy such event or condition. If such event or condition is not remedied within such 30-day period, any termination of employment by you for “Good Reason” must occur within 30 days after the period for remedying such condition or event has expired; (iii) “Disability” shall have the same definition as under any employment or service agreement between PRGX and you or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition, Disability means your inability to perform the essential functions of your job, with or without reasonable accommodation, for a period of 90 days in the aggregate in any rolling 180-day period; and (iv) “Pro Rata Portion” means a fraction, the numerator of which is the number of days in the Cumulative Performance Period with respect to which you were employed continuously with PRGX until your employment with PRGX is terminated by PRGX without Cause (and other than on your death or Disability) or by you for Good Reason, and the denominator of which is (A) the number of days in the Cumulative Performance Period if no Change in Control occurs prior to the last day of the Cumulative Performance Period or (B) the number of days in the Cumulative Performance Period until the Change in Control occurs if the Change in Control occurs prior to the last day of the Cumulative Performance Period.

CHANGE IN CONTROL. Upon the occurrence of a Change in Control, prior to the last day of the Cumulative Performance Period, the Performance-Based Restricted Stock Units shall become vested and payable on (and be paid no later than 30 days after) the Change in Control, at the Target Level set forth on Exhibit A, provided you have remained in continuous employment with PRGX from the Grant Date until the time of the Change in Control. Accordingly, termination of your employment after the Change in Control for any reason other than by PRGX for Cause will not result in forfeiture of the vested Performance-Based Restricted Stock Units. However, if your employment was terminated, prior to the Change in Control and prior to the last day of the Cumulative Performance Period, by PRGX without Cause (and other than on your death or Disability) or by you for Good Reason, then a Pro Rata Portion of your Performance-Based Restricted Stock Units shall become vested and payable on (and be paid no later than 30 days after) the Change in Control, at the Target Level set forth on Exhibit A. For purposes of this Agreement, “Change in Control” shall have the same definition as in the Plan except that there will be a Change in Control for purposes of this Agreement only if the Change in Control also constitutes a change in the ownership or effective control of PRGX, or in the ownership of a substantial portion of the assets of PRGX, within the meaning of Section 409A of the Code.

NOTICES. All notices pursuant to this Agreement will be in writing and either (i) delivered by hand, (ii) mailed by United States certified mail, return receipt requested, postage prepaid, or (iii) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications will be directed to the following addresses (or to such other addresses as either of us may designate by notice to the other):

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MISCELLANEOUS.

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EXHIBIT A

VESTING OF YOUR PERFORMANCE-BASED

RESTRICTED STOCK UNITS

Subject to the Plan and the PRGX Performance-Based Restricted Stock Unit Agreement for Employees to which this Exhibit A is attached (the “Agreement”), the number of Performance-Based Restricted Stock Units that will become vested and payable shall equal the number of Performance-Based Restricted Stock Units subject to this Agreement multiplied by the Final Weighted Performance Percentage (rounded down to the nearest whole unit). The Final Weighted Performance Percentage shall be determined as follows: (A) determine the Cumulative Revenue, Cumulative Adjacent Services Revenue and Cumulative Adjusted EBITDA (in dollars) achieved for the Cumulative Performance Period; (B) determine the Achievement Level Percentage in the last column in the chart below that correlates to the Cumulative Revenue, Cumulative Adjacent Services Revenue and Cumulative Adjusted EBITDA achieved for the Cumulative Performance Period; if the Cumulative Revenue, Cumulative Adjacent Services Revenue and/or Cumulative Adjusted EBITDA falls between any of the identified Achievement Level Percentages in the last column in the chart below, then the Achievement Level Percentage for the applicable financial performance objective shall be determined by straight line interpolation between the two (rounded down to the nearest hundredth of a percent) (for example, if Cumulative Revenue for the Cumulative Performance Period is $[    ], then the Achievement Level Percentage for Cumulative Revenue for the Cumulative Performance Period will be 86.50%); if the Cumulative Revenue, Cumulative Adjacent Services Revenue and/or Cumulative Adjusted EBITDA for the Cumulative Performance Period is less than the amount that would result in an Achievement Level Percentage of thirty-five percent (35%), the Achievement Level Percentage for that financial performance objective shall be zero percent (0%); if the Cumulative Revenue, Cumulative Adjacent Services Revenue and/or Cumulative Adjusted EBITDA for the Cumulative Performance Period exceeds the amount that would result in an Achievement Level Percentage of one hundred fifty percent (150%), the Achievement Level Percentage for that financial performance objective shall be one-hundred fifty percent (150%); (C) multiply for each of Cumulative Revenue, Cumulative Adjacent Services Revenue and Cumulative Adjusted EBITDA the Achievement Level Percentage determined under (B) by the Weighting Percentage in the chart below assigned to that financial performance objective; and (D) then calculate the sum of the products determined in (C) for each of the financial performance objectives; the resulting sum will be the Final Weighted Performance Percentage. In no event may the Final Weighted Performance Percentage exceed one hundred fifty percent (150%).

For purposes of this Exhibit A, the following terms shall have the meanings set forth below:

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