Exhibit 10.1

AMENDMENT OF EMPLOYMENT AGREEMENT

THIS AMENDMENT OF EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 27, 2016 (the “Amendment Effective Date”) by and between PRGX Global, Inc., a Georgia corporation (the “Company”), and Ronald E. Stewart (the “Executive”).

W I T N E S S E T H :

WHEREAS , the Company and the Executive previously entered into that certain Employment Agreement, dated as of December 13, 2013 (the “Employment Agreement”), to set forth the terms and conditions of the Executive’s employment as the Company’s Chief Executive Officer and President; and

WHEREAS , the Company and the Executive now desire to amend the Employment Agreement as set forth herein.

NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth and intending to be legally bound, the Company and the Executive agree as follows:

1. Section 2 of the Employment Agreement is hereby amended by deleting it in its entirety and inserted the following in lieu thereof:

“Term. This Agreement is effective as of the Effective Date, and will continue through December 31, 2018 (the “Term”), unless terminated earlier as hereinafter provided.”

2. Section 3(b) of the Employment Agreement is hereby amended by deleting the fourth sentence therein and inserting the following in lieu thereof:

“In connection with such annual incentive bonus plan, subject to the corresponding performance levels being achieved, beginning with calendar year 2016, the Executive shall be eligible for an annual target bonus equal to ninety percent (90%) of the Executive’s annual base salary and an annual maximum bonus of not less than one hundred and eighty percent (180%) of the Executive’s annual base salary.”

3. Section 3(c) of the Employment Agreement is hereby amended by adding the following new clause (iv) to the end thereof:

“(iv) The Company shall grant to the Executive, effective as of the Amendment Effective Date, stock appreciation rights covering 200,000 shares of the common stock, no par value per share, of the Company (the “Cash-Settled SARs”) with an initial value equal to the closing price, as of the date of grant, of the underlying shares of common stock, pursuant to the Company’s form of Stock Appreciation Rights Agreement under the 2008 Incentive Plan. The Cash-Settled SARs will become vested and payable in cash in a lump sum (net of applicable withholdings) on June 30, 2018, subject to the Executive’s continued employment through such date and the acceleration provisions in this Agreement.”

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4. Section 8(b) of the Employment Agreement is hereby amended by adding the following new clause (viii) to the end thereof:

“(viii) vesting and payment of a prorated number of the 200,000 Cash-Settled SARs granted as of the Amendment Effective Date (to the extent not vested and paid previously) as follows: a prorated number of such 200,000 Cash-Settled SARs shall vest and become payable, no later than fifteen (15) days following the date of the Executive’s termination of employment, based upon the Executive’s continued employment from the date of grant of such Cash-Settled SARs, in that number that would have vested and become payable had such Cash-Settled SARs vested and become payable in equal installments on a daily basis after the date of grant of such Cash-Settled SARs through and including June 30, 2018.”

5. Section 8(d) of the Employment Agreement is hereby amended by adding the following new clause (v) to the end hereof:

“(v) vesting and payment of a prorated number of the 200,000 Cash-Settled SARs granted as of the Amendment Effective Date (to the extent not vested and paid previously) as follows: a prorated number of such 200,000 Cash-Settled SARs shall vest and become payable, no later than fifteen (15) days following the date of the Executive’s termination of employment, based upon the Executive’s continued employment from the date of grant of such Cash-Settled SARs, in that number that would have vested and become payable had such Cash-Settled SARs vested and become payable in equal installments on a daily basis after the date of grant of such Cash-Settled SARs through and including June 30, 2018.”

6. Section 8(f) of the Employment Agreement is hereby amended by deleting the second sentence therein.

7. Section 8(g) of the Employment Agreement is hereby amended by deleting the reference in the first sentence to Section 8(b)(i), (ii), (iii), (v), (vi) and (vii) therein and inserting the following in lieu thereof:

“8(b)(i), (ii), (iii), (v), (vi), (vii) and (viii)”

8. Except as otherwise set forth herein, the Employment Agreement shall continue in accordance with its terms as in effect prior to this Amendment.

[signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date set forth above.

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Exhibit 10.2

PRGX STOCK APPRECIATION RIGHTS

AGREEMENT

PRGX GLOBAL, INC. (“PRGX”) is pleased to grant to the person signing below (“you” or “Participant”) the Stock Appreciation Rights described below (“SARs”) under the PRGX Amended and Restated 2008 Equity Incentive Plan (the “Plan”).

Vesting and Payment Schedule : Subject to the Plan and this Agreement, the SARs will become vested and payable as of June 30, 2018, provided you remain continuously employed with PRGX from the Grant Date until such time. The SARs shall not become vested and payable other than as set forth in this Agreement.

Voting and Dividend Rights: You will not have any voting or dividends rights with respect to the Shares to which your SARs relate.

The Additional Terms and Conditions and the Plan are incorporated in this Agreement by reference and contain important information about your SARs. 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 SARs, what happens if you cease to remain employed with PRGX before your SARs become vested and payable and where to send notices; and

The Plan contains the detailed terms that govern your SARs. 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 SARs

PLAN ADMINISTRATION.

EFFECT OF TERMINATION OF EMPLOYMENT . If, prior to June 30, 2018 and a Change in Control, your employment with PRGX is terminated by PRGX without Cause, you terminate your employment for Good Reason, or your employment is terminated by reason of your death or Incapacity, a Pro Rata Portion of the SARs shall vest and become payable as of the termination of your employment with PRGX for any such reason. Any SARs that do not vest and become payable under such circumstances will be forfeited at that time.

If your employment with PRGX is terminated prior to June 30, 2018 and a Change of Control, other than by PRGX without Cause, by you for Good Reason, or by reason of your death or Incapacity, the SARs will be forfeited immediately upon the termination of your employment.

For purposes of this Agreement, (i) “Cause” shall have the same definition as in the Employment Agreement dated December 13, 2013, between you and the Company, as amended by that certain Amendment of Employment Agreement dated April 27, 2016 (the “Employment Agreement”); (ii) “Good Reason” shall have the same definition as in your Employment Agreement; (iii) “Incapacity” shall have the same definition as in your Employment Agreement; and (iv) “Pro Rata Portion” means a fraction, the numerator of which is the number of days after the Grant Date with respect to which you were employed continuously with PRGX until your employment with PRGX is terminated by PRGX without Cause, by you for Good Reason or by reason of your death or Incapacity, and the denominator of which is the number of days after the Grant Date through and including June 30, 2018.

CHANGE OF CONTROL . Upon the occurrence of a Change of Control prior to June 30, 2018, the SARs shall become vested and payable as of the Change of Control, 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 your SARs.

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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):

COMPENSATION RECOUPMENT POLICY . Notwithstanding any other provision of this Agreement, the Participant shall reimburse or return to PRGX the gross cash amounts received with respect to the settlement of the SARs, to the extent any reimbursement, recoupment or return is required under applicable law or any PRGX policy addressing compensation recoupment, as such policy may be amended from time to time.

MISCELLANEOUS .

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