(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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	o		Soliciting Material Pursuant to § 240.14a-12

PRGX GLOBAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PRGX GLOBAL, INC.
600 GALLERIA PARKWAY
SUITE 100
ATLANTA, GEORGIA 30339

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, JUNE 15, 2010

TO THE SHAREHOLDERS OF
PRGX GLOBAL, INC.:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of PRGX GLOBAL, INC. (the “Company”) will be held at the Company’s offices, 600 Galleria Parkway, Atlanta, Georgia 30339, on Tuesday, June 15, 2010, at 9:00 a.m., for the following purposes:

	1.		To elect two Class II directors to serve until the Annual Meeting of Shareholders to be held in 2013 or until their successors are elected and qualified;
	2.		To ratify BDO Seidman, LLP as our independent registered public accounting firm for the fiscal year 2010;
	3.		To amend the 2008 Equity Incentive Plan to, among other things, increase the number of shares available for issuance under the Plan; and
	4.		To transact such other business as may properly come before the meeting or any adjournments thereof.

     The proxy statement is attached. Only record holders of the Company’s common stock at the close of business on April 26, 2010 will be eligible to vote at the meeting.

     If you are not able to attend the meeting in person, please complete, sign, date and return your completed proxy in the enclosed envelope. If you attend the meeting, you may revoke your proxy and vote in person. However, if you are not the registered holder of your shares you will need to get a proxy from the registered holder (for example, your broker or bank) in order to attend and vote at the meeting.

		By Order of the Board of Directors:
		/s/ Patrick G. Dills
		Patrick G. Dills, Chairman

May 4, 2010

A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 is enclosed with this notice and proxy statement.

PRGX GLOBAL, INC.
600 GALLERIA PARKWAY
SUITE 100
ATLANTA, GEORGIA 30339

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS

June 15, 2010

GENERAL INFORMATION

     The Board of Directors of PRGX Global, Inc. (which we refer to in this proxy statement as “PRGX”, the “Company”, “we”, “us” or “our”) is furnishing you this proxy statement to solicit proxies on its behalf to be voted at the 2010 Annual Meeting of Shareholders. The annual meeting will be held on Tuesday, June 15, 2010, at 9:00 a.m., at the Company’s offices, 600 Galleria Parkway, Atlanta, Georgia 30339. The proxies may also be voted at any adjournments or postponements of the meeting. Upon a vote of the shareholders present at the annual meeting, we may adjourn the meeting to a later date if a there are not sufficient shares present in person or by proxy to constitute a quorum or to permit additional time to solicit votes on any proposal to be presented at the annual meeting.

     This proxy statement and the accompanying form of proxy are first being mailed to shareholders on or about May 4, 2010. You must complete and return the proxy for your shares of common stock to be voted.

     Any shareholder who has given a proxy may revoke it at any time before it is exercised at the meeting by:

	•		delivering to the Secretary of the Company a written notice of revocation dated later than the date of the proxy;
	•		executing and delivering to the Secretary a subsequent proxy relating to the same shares; or
	•		attending the meeting and voting in person, unless you are a street name holder without a legal proxy, as explained below. Attending the meeting will not in and of itself constitute revocation of a proxy.

Shareholders who hold shares in “street name” (e.g., in a bank or brokerage account) must obtain a legal proxy form from their bank or broker to attend and vote at the meeting. You will need to bring the legal proxy with you to the meeting, or you will not be able to attend or vote at the meeting.

     All communications to the Secretary should be addressed to the Secretary at the Company’s offices, 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. Any proxy which is not revoked will be voted at the annual meeting in accordance with the shareholder’s instructions. If a shareholder returns a properly signed and dated proxy card but does not mark any choices on one or more items, his or her shares will be voted in accordance with the recommendations of the Board of Directors as to such items. The proxy card gives authority to the proxy holders to vote shares in their discretion on any other matter properly presented at the annual meeting.

     The Company will pay all expenses in connection with the solicitation of proxies, including postage, printing and handling and the expenses incurred by brokers, custodians, nominees and fiduciaries in forwarding proxy material to beneficial owners. In addition to solicitation by mail, solicitation of proxies may be made personally or by telephone, facsimile or other means by directors, officers and employees of the Company and its subsidiaries. Directors, officers and

employees of the Company will receive no additional compensation for any such further solicitation. The Company has retained Innisfree M&A Incorporated to assist in the solicitation. The fee to be paid for such services is estimated at approximately $12,500, plus reasonable out-of-pocket expenses.

Voting Requirements

     Only holders of record of the Company’s common stock at the close of business on April 26, 2010 (the “Record Date”) are entitled to notice of, and to vote at, the annual meeting. Holders on the Record Date are referred to as the “Record Holders” in this discussion. On the Record Date, the Company had outstanding a total of 23,269,821 shares of common stock. Each share of common stock will have one vote per share held.

     To constitute a quorum with respect to each matter to be presented at the annual meeting, there must be present, in person or by proxy, a majority of the total votes entitled to be cast by Record Holders of the common stock. Abstentions will be treated as present for purposes of determining a quorum. In addition, shares held by a broker as nominee (i.e., in “street name”) that are represented by proxies at the Annual Meeting, but that the broker fails to vote on one or more matters as a result of incomplete instructions from a beneficial owner of the shares (“broker non-votes”), will also be treated as present for quorum purposes. Unlike for prior annual meetings, under recent amendments to rules applicable to brokers, the election of directors is no longer considered a “routine” matter as to which brokers may vote in their discretion on behalf of clients who have not furnished voting instructions with respect to the election of directors. As a result, if you hold your shares in street name and do not provide your broker with voting instructions, your shares will not be voted at the annual meeting with respect to the election of directors or the proposal to amend the 2008 Equity Incentive Plan. The ratification of BDO Seidman LLP as our independent registered public accounting firm is considered a “routine matter”, and therefore, brokers will have the discretion to vote on such matter even if they do not receive voting instructions from the beneficial owner of the shares.

     With respect to Proposal 1 regarding the election of Class II directors, assuming a quorum, the two candidates receiving a plurality of the votes cast by the Record Holders of the common stock will be elected Class II directors. Under plurality voting, assuming a quorum is present, the two candidates receiving the most votes will be elected, regardless of whether they receive a majority of the votes cast. Abstentions and “broker non-votes” will have no effect on the outcome.

     With respect to Proposal 2 regarding approval of the 2010 independent registered public accounting firm, ratification of this appointment requires that a quorum be present and that the number of votes cast “for” the proposal exceeds the votes cast “against” it. Abstentions and broker non-votes will have no effect on the outcome.

     With respect to Proposal 3 regarding approval of the amendment to the 2008 Equity Incentive Plan, approval of this proposal requires that a quorum be present and that the number of votes cast “for” the proposal exceeds the votes cast “against” it. Abstentions and broker non-votes will have no effect on the outcome.

     Votes cast by proxy or in person at the annual meeting will be counted by the person or persons appointed by the Company to act as inspector(s) of election for the meeting. Prior to the meeting, the inspector(s) will sign an oath to perform their duties in an impartial manner and to the best of their abilities. The inspector(s) will ascertain the number of shares outstanding and the voting power of each of such shares, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots and perform certain other duties as required by law.

     It is expected that shares owned by current executive officers and directors of the Company will be voted in favor of the nominees for director that have been recommended by the Board and in favor of the other proposals. As of April 26, 2010, shares owned by executive officers and directors of the Company and entitled to vote at the annual meeting represented in the aggregate approximately 21.08% of the shares of common stock outstanding on that date.

     Any other proposal not addressed herein but properly presented at the meeting will be approved if a proper quorum is present and the votes cast in favor of it meet the threshold specified by the Company’s Articles, Bylaws and by Georgia law with respect to the type of matter presented. No shareholders have submitted notice of intent to present any proposals at the annual meeting as required by the Company’s Bylaws.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 15, 2010

     In accordance with rules adopted by the United Stated Securities and Exchange Commission (the “SEC”), the Company is also making this proxy statement and its annual report available to shareholders electronically via the Internet. To access this proxy statement and the Company’s annual report on Form 10-K on the Internet please visit www.prgx.com/proxy.

PROPOSAL 1: ELECTION OF DIRECTORS

     The Company currently has six directors. The Board is divided into three classes of directors, designated as Class I, Class II and Class III. The directors in each class serve staggered three-year terms. Shareholders annually elect directors to serve for the three-year term applicable to the class for which such directors are nominated or until their successors are elected and qualified. At the annual meeting, shareholders will be voting to elect two directors to serve as Class II directors. The terms of Patrick G. Dills and N. Colin Lind, currently serving as Class II directors, will expire at the annual meeting unless they are re-elected.

     The persons named in the proxy intend to vote FOR election of all the nominees named below as directors of the Company, unless otherwise specified in the proxy. Those directors of the Company elected at the annual meeting to be held on June 15, 2010 to serve as Class II directors will each serve a three-year term or until their successors are elected and qualified. Each of the nominees has consented to serve on the Board of Directors if elected. Should any nominee become unable to accept nomination or election, which is not anticipated, it is the intention of the persons named in the proxy, unless otherwise specifically instructed in the proxy, to vote for the election of such other person as the Board of Directors may nominate.

     Set forth below are the name, age and director class of each director nominee and director continuing in office following the annual meeting and the period during which each has served as a director.

The Board’s Nominees for Class II Directors are:

Nominee		Age				Service as Director
Patrick G. Dills(1) (2)			56			Since March 2006
N. Colin Lind(3)			54			Since March 2006*

     The Board of Directors of the Company recommends a vote FOR the election of each of the nominees named above for election as director.

Directors Continuing in Office

Continuing Director

Age

Class

Term Expires

Service as Director

Romil Bahl

41

Class I

2012

Since January 2009

Steven P. Rosenberg(1)(3)

51

Class I

2012

Since March 2006

David A. Cole (2)(3)

67

Class III

2011

Since February 2003

Philip J. Mazzilli, Jr. (1)(2)

69

Class III

2011

Since March 2006

Information about Nominees for Election as Class II Directors

     Patrick G. Dills is Chairman of the Board of PRGX Global, Inc. He also served as Interim President and Chief Executive Officer of the Company from December 1, 2008 to January 21, 2009. Mr. Dills also serves as Chairman of the Board of Paradigm Management Services, LLC, a provider of complex and catastrophic medical management services to the workers compensation industry. He also serves as a director of MSC Group, Inc., a leader in the delivery of medical products and services to the workers compensation industry. Mr. Dills served from 1988 to 2005 in several executive positions at First Health Group Corp. Mr. Dills’s last positions were President of CCN (Community Care Networks) and President of Health Net Plus, both subsidiaries of First Health Group.

     Mr. Dills has extensive experience serving in senior leadership and management roles of several companies in the healthcare industry, an industry in which the Company is working to expand its presence. Through this service, his service as a member of the Compensation and Audit Committees of Paradigm Management Services, LLC, and his prior service as a director of a public company, Mr. Dills has developed critical healthcare industry knowledge, excellent leadership and risk oversight skills and a solid understanding of corporate governance matters.

     N. Colin Lind is the Managing Partner of Blum Capital Partners, L.P. (“Blum L.P.”), a public strategic block and private equity investment firm he joined in 1986, which is currently responsible for managing approximately $3 billion in assets. Mr. Lind previously served as a director of four public (including Kinetic Concepts, Inc. from November 1997 to June 2008) and eight private companies. Mr. Lind is also serving as Blum L.P.’s nominee to the Board pursuant to the Investor Rights Agreement discussed below.

     As co-founder and Managing Partner of Blum L.P., Mr. Lind is one of the chief architects of Blum L.P.’s hybrid Strategic Block/Private Equity investment strategy, and has presided over the deployment of over $9 billion in investment capital. Mr. Lind has expertise in fundamental analysis of investment opportunities, evaluation of business strategies, and evaluation of future prospects of business enterprises. In addition, through his past service on the board of four other public and eight privately-held companies, he has valuable knowledge in the areas of business management, risk oversight and corporate governance.

Information about the Class I Directors whose Terms will Expire at the 2012 Annual Meeting of Shareholders

     Romil Bahl is the Company’s President and Chief Executive Officer. Prior to joining the Company, Mr. Bahl held a number of senior leadership positions with Infosys Technologies Limited, a publicly traded global technology and consulting services company, since April 2004. Mr. Bahl was one of the founders and a Managing Director of Infosys Consulting, Inc., a wholly-owned subsidiary of Infosys Technologies, and from November 2007 until January 2009, he led Infosys’s global Systems Integration business unit. Prior to joining Infosys in 2004, Mr. Bahl led the global

Consulting Services business of EDS, and between 1995 and 2002, he held a number of senior roles at the management consulting firm of A.T. Kearney, last serving as the leader of the firm’s European Strategic Technology and Transformation Practice based in London. From 1992 to 1995, Mr. Bahl served in a number of roles at Deloitte Consulting.

     Mr. Bahl has extensive experience leading and growing professional services organizations, including financial performance management. He is also experienced in leading high performing teams and has considerable expertise in business strategy development. Mr. Bahl also brings to the Board of Directors management’s perspective of the Company and its operations, which is an invaluable asset to the Board in its direction of the Company’s future.

     Steven P. Rosenberg is President of SPR Ventures, Inc., a private investment company he founded in 1997, and President of SPR Packaging LLC. From 1992 to 1997 he was President of the Arrow subsidiary of ConAgra Foods, Inc., a packaged food company. Mr. Rosenberg also serves as a director of Texas Capital Bancshares, Inc., a bank holding company, and Cinemark Holdings, Inc., a motion picture exhibition company.

     Mr. Rosenberg has over thirty years experience in general corporate management, including oversight of corporate financial affairs. He also has years of experience serving on the boards of directors of publicly traded companies. Through general corporate management experience and his service on these public company boards, Mr. Rosenberg has extensive knowledge in the areas of leadership, risk management, financial oversight, and corporate governance.

Information about the Class III Directors whose Terms will Expire at the 2011 Annual Meeting of Shareholders

     David A. Cole is the retired Chairman of the Board and Chief Executive Officer of Kurt Salmon Associates, Inc. (“KSA”), an international management consulting firm serving the retail, consumer products and health care industries. He was appointed president of KSA in 1983, served as its chief executive officer from 1988 through 1998 and served as its chairman from 1988 to 2001. Mr. Cole currently serves as a director of AMB Property Corporation (AMB: NYSE), a global owner and operator of industrial real estate, and as a director of Americorp Holdings, Inc., a privately held operator of healthcare clinics. Mr. Cole also currently serves on the Dean’s Advisory Council of Goizueta Business School at Emory University.

     Having served as Chairman and CEO of KSA, Mr. Cole brings deep experience in global professional services to the Board of Directors. Through his service on the board of directors of several publicly-traded companies, Mr. Cole has significant experience and expertise in the areas of corporate management, leadership, executive compensation and corporate governance.

     Philip J. Mazzilli, Jr. is a financial and general business consultant. From 2000 to 2003 he was Executive Vice President and Chief Financial Officer of Equifax Corporation, an international provider of consumer credit information and information database management. From 1999 to 2000 he was Executive Vice President and Chief Financial Officer of Nova Corporation, a payment services company.

     Mr. Mazzilli brings highly valuable financial expertise, leadership skills, and strategic planning abilities to the Board of Directors, developed from his many years as a finance manager and executive, including his prior service as Chief Financial Officer at Equifax and Nova Corporation. He is highly experienced and knowledgeable in financial analysis, financial statements, and risk management, and he qualifies to serve as an Audit Committee financial expert.

     Blum L.P., pursuant to its Investor Rights Agreement with the Company, as amended (the “Investor Rights Agreement”), has the right to name one nominee for election to the Board. This right is currently satisfied by the election at the 2007 annual meeting of Mr. Lind to a three-year term as a Class II director. Also pursuant to the Investor Rights Agreement, Blum L.P. has the right to designate an observer to attend the Company’s Board meetings.

PROPOSAL 2: RATIFY THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

     Our Board of Directors, upon the recommendation of our Audit Committee, has appointed BDO Seidman, LLP (“BDO Seidman”) as the Company’s independent registered public accounting firm for the 2010 fiscal year. A proposal will be presented at the annual meeting to ratify the appointment of BDO Seidman as our independent registered public accounting firm for the 2010 fiscal year. Shareholder ratification of the selection of BDO Seidman as our independent registered public accounting firm is not required but is being presented to our shareholders as a matter of good corporate practice. Notwithstanding shareholder ratification of the appointment of the independent registered public accounting firm, the Audit Committee, in its discretion, may direct the appointment of a new independent registered public accounting firm if the Audit Committee believes that such a change would be in our best interests and the best interests of our shareholders. If the shareholders do not ratify the appointment, the Audit Committee will reconsider the appointment of BDO Seidman. We have been advised that a representative from BDO Seidman will be present at the annual meeting, will be given an opportunity to speak, and will be available to answer appropriate questions.

The Board of Directors recommends a vote FOR approval to ratify the appointment of the 2010 independent registered public accounting firm.

PROPOSAL 3: AMENDMENT TO THE 2008 EQUITY INCENTIVE PLAN

     At the 2008 Annual Meeting, the shareholders of the Company approved the PRGX Global, Inc. (formerly PRG-Schultz International, Inc.) 2008 Equity Incentive Plan (the “Incentive Plan”) to assist the Company in recruiting and retaining individuals with ability and initiative by enabling them to receive awards and thereby participate in the future success of the Company. At the 2010 Annual Meeting, the Company’s shareholders will be asked to approve an amendment to the Incentive Plan that will: (a) increase the available shares reserved under the Incentive Plan by 3,400,000 shares to a total of 5,400,000; (b) provide that only shares actually issued pursuant to awards will count against the available pool of shares; (c) provide that shares issued pursuant to awards granted after the effective date of the amendment, other than options or SARs (as defined below), would count as 1.41 shares against the available pool of shares; and (d) delete a provision that granted the Board of Directors discretion in determining when a “Change in Control” occurs (collectively, the “Incentive Plan Amendment”). The Board of Directors unanimously approved the Incentive Plan Amendment on April 27, 2010 and recommends that the Company’s shareholders approve and adopt the Incentive Plan Amendment. The Incentive Plan Amendment is effective as of April 27, 2010, contingent on approval of the Company’s shareholders within 12 months of such date.

Reasons for and Purpose of the Amendment

Equity Awards Foster an Employee Ownership Culture and Motivate Employees to Create Shareholder Value.

     The use of equity as part of our compensation program is critical to the future success of the Company. Equity awards foster an ownership culture among key employees by aligning their financial interests with those of shareholders. Our equity awards also help motivate key employees to perform at peak levels because the value of these awards is linked to long-term performance.

Equity Awards are a Critical Recruitment and Retention Tool.

     We operate in an intensely competitive environment, and recruiting and retaining talented employees is critical to our success. A competitive compensation program for our key employees is therefore essential to our long-term performance. Our Board also believes that equity awards are necessary to attract and retain highly-talented employees. We believe we would be at a severe competitive disadvantage if we could not compensate our key employees using equity awards. If our shareholders do not approve the Incentive Plan Amendment, we would have to drastically limit the amount of equity awards and, to remain competitive, increase the cash component of our compensation programs for key employees. This could negatively impact the retention of our key employees, as they would have less equity at risk of forfeiture when considering offers from other employers, including our competitors. At the same time, our recruiting efforts would be compromised due to the loss of or severe limitations on our ability to use equity as a form of compensation to attract key employees.

We Grant Equity Awards to a Relatively Broad Group of Key Employees, and Such Awards Constitute a Significant Component of Our Key Employees’ Total Compensation.

     Annual equity awards are a significant component of our key employees’ total compensation. As a key employee’s total compensation increases, the percentage of his or her compensation paid in equity generally increases. For fiscal 2009, approximately 80 employees received equity awards as part of their annual compensation. Of the equity awards granted during fiscal 2009, excluding the inducement equity grants made outside of the Incentive Plan to attract Romil Bahl to join the Company as its President and Chief Executive Officer, 35.2% of the shares were allocated to awards for our Named Executive Officers, 9.1% for other executive officers and non-employee directors, and the remaining 55.7% for our top talent below the executive officer level.

The Company is Undergoing a Transformation as We Implement Our Revised Business Strategy.

     In early 2009, Romil Bahl joined our Company as President and Chief Executive Officer and soon thereafter

initiated an extensive review of the Company’s competitive advantages and marketplace opportunities. After completion of that review, Mr. Bahl led a team of key business leaders in the development of a revised business strategy for the Company focused on growth. During the development and early stages of implementation of this new business strategy, the Company also took steps to recruit new executives and other senior talent into the organization. These changes included the hiring of James R. Shand, the Company’s Senior Vice President Client Services—Americas, Michael Noel, our Senior Vice President and Chief Information Officer, and Catherine H. Lafiandra, our Senior Vice President—Human Resources in February 2010. During 2009 we also promoted Robert B. Lee to fill the position of Chief Financial Officer and made a number of additional hires of other key senior employees. These individuals have years of experience which we believe will be invaluable to the Company as we implement our new growth strategy; however, additional key employees are still needed for our new strategy to be successful. Our ability to attract additional key employees, as well as our ability to retain our current key employees, including our executive officers, would be significantly enhanced by our ability to make equity awards to these individuals. Future equity awards to current key employees are even more critical due to the limited retention value of stock options previously granted by the Company with exercise prices greatly exceeding the current market price of our common stock.

     The Board believes that the proposed Incentive Plan Amendment would assist us in retaining our directors, officers, and key employees, and motivating them to exert their best efforts on behalf of the Company. It would also ensure that we are able to attract future key employees vital to implementing our revised business strategy. In addition, we expect that the proposed amendment would further align the interests of the directors, officers, and key employees with that of our shareholders.

     As of March 31, 2010, options to purchase 772,225 shares of the Company’s common stock, 621,021 restricted shares, and 259,183 restricted stock units were outstanding under the Incentive Plan and only 228,804 shares of the Company’s common stock remained available for equity awards under the Incentive Plan.

     To address any potential shareholder concerns regarding the number of options, restricted stock, restricted stock units, or other equity awards we intend to grant in the near future, the Board commits that over the next three fiscal years (commencing on January 1, 2010), the Company will not grant options, restricted stock, restricted stock units or other equity awards to employees or nonemployee directors at an average annual rate with respect to our shares of common stock that is greater than 8.85% of the number of shares of our Common Stock that we believe will be outstanding over such three year period. For purposes of calculating the number of shares granted in a fiscal year with respect to this commitment, shares issued pursuant to awards other than options or SARs (as defined below) will count as 1.5 shares.

     We note that the Incentive Plan includes additional provisions that are designed to protect our shareholders’ interests and to reflect corporate governance best practices, including:

	•		Shareholder approval required for additional shares. The Incentive Plan does not contain an annual “evergreen” provision that provides for automatic increases of shares on an ongoing basis; rather, the Incentive Plan authorizes a fixed number of shares and shareholder approval is required for any increase in the number of available shares.
	•		No discounted stock options. All stock options and stock appreciation rights must have an exercise price equal to or greater than the fair market value of our common stock on the date of grant.
	•		Repricing not allowed. The Incentive Plan expressly prohibits the repricing of stock options—including the cancellation and re-grant of new equity awards—without prior shareholder approval.
	•		Independent Committee. The Incentive Plan is administered by our Compensation Committee which consists of three directors who are independent under Nasdaq independence standards. See “Information About the Board of Directors and Committees of the Board of Directors—Compensation Committee.”

Summary of the Incentive Plan

     The Incentive Plan is intended to permit the grant of stock options (both incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs”)), stock appreciation rights (“SARs”), restricted stock (“Restricted Stock Awards”), restricted stock units (“RSUs”) and other incentive awards (“Incentive Awards”). A summary of the principal features of the Incentive Plan follows. Every aspect of the Incentive Plan, as amended by the Incentive Plan Amendment, is not addressed in this summary. Shareholders are encouraged to read the full text of the Incentive Plan and the Incentive Plan Amendment, copies of which are filed as Appendix A to this Proxy Statement.

     All awards granted under the Incentive Plan are governed by separate written agreements between the Company and the participants. The written agreements specify when the award may become vested, exercisable or payable. No right or interest of a participant in any award is subject to any lien, obligation or liability of the participant. The laws of the State of Georgia govern the Incentive Plan. The Incentive Plan is unfunded, and the Company will not segregate any assets for grants of awards under the Incentive Plan. No awards may be granted after March 24, 2018, the date which is 10 years after the adoption of the Incentive Plan by the Board.

     It is intended that awards granted under the Incentive Plan shall be exempt from treatment as “deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986 (and any amendments thereto) (the “Code”). The Incentive Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), nor is, or it intended to be, qualified under Section 401(a) of the Code.

     Administration. The Company bears all expenses of administering the Incentive Plan. Our Compensation Committee (the “Committee”) of the Board of Directors administers the Incentive Plan. The Committee has the authority to grant awards to such persons and upon such terms and conditions (not inconsistent with the provisions of the Incentive Plan), as it may consider appropriate. The Committee may delegate to one or more officers of the Company all or part of its authority and duties with respect to awards to individuals who are not subject to Section 16 of the Securities Exchange Act of 1934.

     Eligibility for Participation. Any of the Company’s employees or service providers, including any employees or service providers of our Affiliates (as defined in the Incentive Plan), and any non-employee member of our Board of Directors, is eligible to receive an award under the Incentive Plan. However, ISOs may only be granted to employees of the Company or an Affiliate.

     Shares Subject to Plan. The maximum number of shares of Common Stock that may be issued under the Incentive Plan pursuant to awards will be 5,400,000 shares, as amended by the Incentive Plan Amendment. Shares underlying awards will only be counted against the available pool of shares to the extent they are actually used. Shares issued in connection with an award will count against the available pool on a one-to-one basis except that shares issued in connection with awards other than options and SARS, granted after the effective date of the Incentive Plan Amendment, will count against the available pool as 1.41 shares, and shares covered under a stock-settled SAR shall count against the available pool even though not actually issued. If any awards expire or are cancelled, terminated or forfeited for any reason other than their exercise, vesting or payment, or are settled in cash, the shares of Common Stock subject to such awards will again be available for issuance. The following shares, however, will not be available again for awards: shares not issued as the result of a net settlement of an award, shares used to pay the exercise price or withholding taxes with respect to an award and shares repurchased on the open market with the proceeds of the exercise price of an award.

     In any calendar year, no participant may be granted options, SARs, Restricted Stock Awards, RSUs, or any combination thereof that relate to more than 500,000 shares. In any calendar year, no participant may be granted an Incentive Award (i) with reference to a specified dollar limit for more than $1.5 million and (ii) with reference to a specified number of shares of Common Stock for more than 500,000 shares. The maximum number of shares of Common Stock that may be issued pursuant to awards, the per individual limits on awards and the terms of outstanding awards will be adjusted as is equitably required in the event of corporate transactions and other appropriate events.

     Options. A stock option entitles the participant to purchase from the Company a stated number of shares of Common Stock. The Committee will determine whether the option is intended to be an ISO or a NQSO and specify the number of shares of Common Stock subject to the option. In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of Common Stock with respect to which an ISO may become exercisable for the first time during any calendar year cannot exceed $100,000; and if this limitation is exceeded, the ISOs which cause the limitation to be exceeded will be treated as NQSOs. The exercise price per share of Common Stock may not be less than the fair market value of the Common Stock on the date the option is granted. With respect to an ISO granted to a participant who beneficially owns more than 10% of the combined voting power of the Company or any Affiliate (determined by applying certain attribution rules), the exercise price per share may not be less than 110% of the fair market value of the Common Stock on the date the option is granted. The exercise price may be paid in cash or, if the agreement so provides, the Committee may allow a participant to pay all or part of the exercise price by tendering shares of Common Stock, through a broker-assisted cashless exercise, by means of “net exercise” procedure, or any other specified medium of payment.

     Stock Appreciation Rights (“SARs”). A SAR entitles the participant to receive, upon exercise, the excess of the fair market value on that date of each share of Common Stock subject to the exercised portion of the SAR over the fair market value of each such share on the date of the grant of the SAR. A SAR can be granted alone or in tandem with an option. A SAR granted in tandem with an option is called a Corresponding SAR and entitles the participant to exercise the option or the SAR at which time the other tandem award expires. The Committee will specify the number of shares of Common Stock subject to a SAR and whether the SAR is a Corresponding SAR. No participant may be granted Corresponding SARs in tandem with ISOs which are first exercisable in any calendar year for shares of Common Stock having an aggregate fair market value (determined as of the date of grant) that exceeds $100,000; and if this limitation is exceeded the tandem option will be treated as NQSOs. A Corresponding SAR may be exercised only to the extent that the related option is exercisable and the fair market value of the Common Stock on the date of exercise exceeds the exercise price of the related option. As set forth in the agreement, the amount payable as a result of the exercise of a SAR may be settled in cash, shares of Common Stock or a combination of each.

     Restricted Stock Awards. A Restricted Stock Award is the grant or sale of shares of Common Stock, which may be subject to forfeiture restrictions. The Committee will prescribe whether the Restricted Stock Award is forfeitable and the conditions to which it is subject. If the participant must pay for a Restricted Stock Award, payment for the award generally shall be made in cash or, if the agreement so provides, by surrendering shares of Common Stock or any other medium of payment. Prior to vesting and/or forfeiture, a participant will have all rights of a shareholder with respect to the shares underlying the Restricted Stock Award, including the right to receive dividends and vote the underlying shares; provided, however, the participant may not transfer the shares. The Company may retain custody of the certificates evidencing the shares until they are no longer forfeitable.

     RSUs. A RSU entitles the participant to receive shares of Common Stock when certain conditions are met. The Committee will prescribe when the RSUs shall become payable. The Company will pay the participant one share of Common Stock for each RSU that becomes earned and payable.

     Incentive Awards. An Incentive Award entitles the participant to receive cash or Common Stock when certain conditions are met. The Committee will prescribe the terms and conditions of the Incentive Award. As set forth in the participant’s agreement, an Incentive Award may be paid in cash, shares of Common Stock or a combination of each.

     Performance Objectives. The Committee has discretion to establish objectively determinable performance conditions for when awards will become vested, exercisable, nonforfeitable and transferable, and earned and payable. Objectively determinable performance conditions are performance conditions (i) that are established in writing (a) at the time of grant and (b) no later than the earlier of (x) 90 days after the beginning of the period of service to which they relate and (y) before the lapse of 25% of the period of service to which they relate; (ii) that are uncertain of achievement at the time they are established and (iii) the achievement of which is determinable by a third party with knowledge of the relevant facts. These performance conditions may include any or any combination of the following: (a) gross, operating

or net earnings before or after taxes; (b) return on equity; (c) return on capital; (d) return on sales; (e) return on investments; (f) return on assets or net assets; (g) earnings per share; (h) cash flow per share; (i) book value per share; (j) gross margin; (k) customers; (l) cash flow or cash flow from operations; (m) fair market value of the Company or any Affiliate or shares of Common Stock; (n) share price or total shareholder return; (o) market share; (p) level of expenses or other costs; (q) gross, operating or net revenue; (r) EBIT; (s) adjusted EBIT; (t) profitability; (u) EBITDA; (v) Adjusted EBIDTA; (w) Free Cash Flow; or (x) peer group comparisons of any of the aforementioned performance conditions. Performance conditions may be related to a specific customer or group of customers or geographic region. The form of the performance conditions also may be measured on a Company, Affiliate, division, business unit, service line, segment or geographic basis or a combination thereof. Performance goals may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance conditions. Profits, earnings and revenues used for any performance condition measurement may exclude any extraordinary or nonrecurring items. The performance conditions may, but need not, be based upon an increase or positive result under the aforementioned performance criteria and could include, for example and not by way of limitation, maintaining the status quo or limiting the economic losses (measured, in each case, by reference to the specific business criteria). An award that is intended to become exercisable, vested or payable on the achievement of performance conditions means that the award will not become exercisable, vested or payable solely on mere continued employment or service. However, such an award, in addition to performance conditions, may be subject to continued employment or service by the participant. Additionally, the vesting, exercise or payment of an award can be conditioned on mere continued employment or service if it is not intended to be contingent on any performance conditions.

     Change in Control. In the event of or in anticipation of a “Change in Control” (as defined in the Incentive Plan), the Committee in its discretion may terminate outstanding awards (i) by giving the participants an opportunity to exercise the awards that are then exercisable and then terminating, without any payment, all awards that have not been exercised (including those that were not exercisable) or (ii) by paying the participant the value of the awards that are then vested, exercisable or payable without payment for any awards that are not then vested, exercisable or payable or that have no value. Alternatively, the Committee may take such other action as the Committee determines to be reasonable under the circumstances to permit the participant to realize the value of the award. The Committee may provide that a participant’s outstanding awards become fully exercisable or payable on and after a Change in Control or immediately before the date the awards will be terminated in connection with a Change in Control. Awards will not be terminated to the extent they are to be continued after the Change in Control.

     Shareholder Rights. No participant shall have any rights as a shareholder of the Company until the award is settled by the issuance of Common Stock (other than a Restricted Stock Award or RSUs for which certain shareholder rights may be granted).

     Transferability. Generally, an award is non-transferable except by will or the laws of descent and distribution, and during the lifetime of the participant to whom the award is granted, the award may only be exercised by, or payable to, the participant. However, the Committee may provide that awards, other than ISOs or a Corresponding SAR that is related to an ISO, may be transferred by a participant to any of such class of transferees who can be included in the class of transferees who may rely on a Form S-8 Registration Statement under the Securities Act of 1933 to sell shares issuable upon exercise or payment of such awards. Any such transfer will be permitted only if (i) the participant does not receive any consideration for the transfer, (ii) the Committee expressly approves the transfer and (iii) the transfer is on such terms and conditions as are appropriate for the class of transferees who may rely on the Form S-8 Registration Statement. The holder of the transferred award will be bound by the same terms and conditions that governed the award during the period that it was held by the participant, except that such transferee may only transfer the award by will or the laws of descent and distribution.

     Maximum Award Period. No award shall be exercisable or become vested or payable more than ten years after the date of grant. An ISO granted to a participant who beneficially owns more than 10% of the combined voting power of the Company or any Affiliate (determined by applying certain attribution rules) or a Corresponding SAR that relates to such an ISO may not be exercisable more than five years after the date of grant.

     Compliance With Applicable Law. No award shall be exercisable, vested or payable except in compliance with all applicable federal and state laws and regulations (including, without limitation, tax and securities laws), any listing agreement with any stock exchange to which the Company is a party, and the rules of all domestic stock exchanges on which the Company’s shares may be listed.

     Amendment and Termination of Plan. The Board of Directors may amend or terminate the Incentive Plan at any time; provided, however, that no amendment may adversely impair the rights of a participant with respect to outstanding awards without the participant’s consent. An amendment will be contingent on approval of the Company’s shareholders, to the extent required by law, by the rules of any stock exchange on which the Company’s securities are then traded or if the amendment would (i) increase the benefits accruing to participants under the Incentive Plan, including without limitation, any amendment to the Incentive Plan or any agreement to permit a repricing or decrease in the exercise price of any outstanding awards, (ii) increase the aggregate number of shares of Common Stock that may be issued under the Incentive Plan, (iii) modify the requirements as to eligibility for participation in the Incentive Plan or (iv) change the stated performance conditions. Additionally, to the extent the Board deems necessary to continue to comply with the performance-based exception to the deduction limits of Code Section 162(m), the Board will submit the material terms of the stated performance conditions to the Company’s shareholders for approval no later than the first shareholder meeting that occurs in the fifth year following the year in which the shareholders previously approved the performance objectives.

     Notwithstanding any other provision of the Incentive Plan, the Committee may amend any outstanding award without participant’s consent if, as determined by the Committee in its sole discretion, such amendment is required either to (i) confirm exemption from Section 409A of the Code, (ii) comply with Section 409A of the Code or (iii) prevent the Participant from being subject to any tax or penalty under Section 409A of the Code.

     Forfeiture Provisions. Awards do not confer upon any individual any right to continue in the employ or service of the Company or any Affiliate. All rights to any award that a participant has will be immediately forfeited if the participant is discharged from employment or service for “Cause” (as defined in the Incentive Plan).

Federal Income Tax Consequences

     The following discussion summarizes the principal federal income tax consequences associated with awards under the Incentive Plan. The discussion is based on laws, regulations, rulings and court decisions currently in effect, all of which are subject to change.

     ISOs. A participant will not recognize taxable income on the grant or exercise of an ISO. A participant will recognize taxable income when he or she disposes of the shares of Common Stock acquired under the ISO. If the disposition occurs more than two years after the grant of the ISO and more than one year after its exercise, the participant will recognize long-term capital gain (or loss) to the extent the amount realized from the disposition exceeds (or is less than) the participant’s tax basis in the shares of Common Stock. A participant’s tax basis in the shares of Common Stock generally will be the amount the participant paid for the shares.

     If Common Stock acquired under an ISO is disposed of before the expiration of the ISO holding period described above, the participant will recognize as ordinary income in the year of the disposition the excess of the fair market value of the Common Stock on the date of exercise of the ISO over the exercise price. Any additional gain will be treated as long-term or short-term capital gain, depending on the length of time the participant held the shares. A special rule applies to such a disposition where the amount realized is less than the fair market value of the Common Stock on the date of exercise of the ISO. In that case, the ordinary income the participant will recognize will not exceed the excess of the amount realized on the disposition over the exercise price. If the amount realized is less than the exercise price, the participant will recognize a capital loss (long-term if the stock was held more than one year and short-term if held one year or less). A participant will receive different tax treatment if the exercise price is paid by delivery of Common Stock.

     Neither the Company nor any of its Affiliates will be entitled to a federal income tax deduction with respect to the grant or exercise of an ISO. However, in the event a participant disposes of Common Stock acquired under an ISO before the expiration of the ISO holding period described above, the Company or its Affiliate will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes.

     NQSOs. A participant will not recognize any taxable income on the grant of a NQSO. On the exercise of a NQSO, the participant will recognize as ordinary income the excess of the fair market value of the Common Stock acquired over the exercise price. A participant’s tax basis in the Common Stock is the amount paid plus any amounts included in income on exercise. The participant’s holding period for the stock begins on acquisition of the shares. Any gain or loss that a participant realizes on a subsequent disposition of Common Stock acquired on the exercise of a NQSO generally will be treated as long-term or short-term capital gain or loss, depending on the length of time the participant held such shares. The amount of the gain (or loss) will equal the amount by which the amount realized on the subsequent disposition exceeds (or is less than) the participant’s tax basis in his or her shares. A participant will receive different tax treatment if the exercise price is paid by delivery of Company Stock.

     The exercise of a NQSO will entitle the Company or its Affiliate to claim a federal income tax deduction equal to the amount of ordinary income the participant recognizes. If the participant is an employee, that ordinary income will constitute wages subject to withholding and employment taxes.

     SARs. A participant will not recognize any taxable income at the time the SARs are granted. The participant, at the time of receipt, will recognize as ordinary income the amount of cash and the fair market value of the Common Stock that he or she receives. The Company or its Affiliate will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes. If the participant is an employee, that ordinary income will constitute wages subject to withholding and employment taxes.

     Restricted Stock Awards. A participant will recognize ordinary income on account of a Restricted Stock Award on the first day that the shares are either transferable or not subject to a substantial risk of forfeiture. The ordinary income recognized will equal the excess of the fair market value of the Common Stock on such date over the amount, if any, the participant paid for the Restricted Stock Award. However, even if the shares under a Restricted Stock Award are both nontransferable and subject to a substantial risk of forfeiture, the participant may make a special “83(b) election” to recognize income, and have his or her tax consequences determined, as of the date the Restricted Stock Award is made. The participant’s tax basis in the shares received will equal the income recognized plus the price, if any, paid for the Restricted Stock Award. Any gain (or loss) that a participant realizes upon the sale of any Common Stock acquired pursuant to a Restricted Stock Award will be equal to the amount by which the amount realized on the disposition exceeds (or is less than) the participant’s tax basis in the shares and will be treated as long-term (if the shares are held for more than one year) or short-term (if the shares are held for one year or less) capital gain or loss. The participant’s holding period for the stock begins on the date the shares are either transferable or not subject to a substantial risk of forfeiture, except that the holding period will begin on the date of grant if the participant makes the special “83(b) election.” The Company or its Affiliate will be entitled to a federal income tax deduction equal to the ordinary income the participant recognizes. If the participant is an employee, that ordinary income will constitute wages subject to withholding and employment taxes.

     RSUs. The participant will not recognize any taxable income at the time the RSUs are granted. When the terms and conditions to which the RSUs are subject have been satisfied and the RSUs are paid, the participant, at the time of receipt, will recognize as ordinary income the fair market value of the Common Stock he or she receives. The participant’s holding period in the Common Stock will begin on the date the stock is received. The participant’s tax basis in the Common Stock will equal the amount he or she includes in ordinary income. Any gain or loss that a participant realizes on a subsequent disposition of the shares will be treated as long-term or short-term capital gain or loss, depending on the participant’s holding period for the stock (long-term if the shares are held for more than one year; short-term if one year or less). The amount of the gain (or loss) will equal the amount by which the amount realized on the disposition exceeds (or is less than) the participant’s tax basis in the Common Stock. The Company or its Affiliate will be entitled to

a federal income tax deduction equal to the ordinary income the participant recognizes. If the participant is an employee, that ordinary income will constitute wages subject to withholding and employment taxes.

     Incentive Awards. A participant will not recognize any taxable income at the time an Incentive Award is granted. When the terms and conditions to which an Incentive Award is subject have been satisfied and the award is paid, the participant, at the time of receipt, will recognize as ordinary income the amount of cash and the fair market value of the Common Stock he or she receives. The participant’s holding period in any Common Stock received will begin on the date of receipt. The participant’s tax basis in the Common Stock will equal the amount he or she includes in ordinary income with respect to such shares. Any gain or loss that a participant realizes on a subsequent disposition of the Common Stock will be treated as long-term or short-term capital gain or loss, depending on the participant’s holding period for the Common Stock (long-term if the shares are held for more than one year; short-term if one year or less). The amount of the gain (or loss) will equal the amount by which the amount realized on the disposition exceeds (or is less than) the participant’s tax basis in the Common Stock. The Company or its Affiliate will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes. If the participant is an employee, that ordinary income will constitute wages subject to withholding and employment taxes.

     Limitation on Deductions. The deduction for a publicly-held corporation for otherwise deductible compensation to a “covered employee” generally is limited to $1,000,000 per year. An individual is a covered employee if he or she is the chief executive officer or one of the three highest compensated officers for the year (other than the chief executive officer or chief financial officer). The $1,000,000 limit does not apply to compensation payable solely because of the attainment of performance conditions that meet the requirements set forth in Section 162(m) of the Code and the regulations thereunder. Compensation is considered performance-based only if (a) it is paid solely on the achievement of one or more performance conditions; (b) two or more “outside directors” set the performance conditions; (c) before payment, the material terms under which the compensation is to be paid, including the performance conditions, are disclosed to, and approved by, the shareholders and (d) before payment, the committee certifies in writing that the performance conditions have been met. The Incentive Plan has been designed to enable the Committee to structure awards that meet the requirements for performance-based compensation that would not be subject to the $1,000,000 per year deduction limit.

     Any grant, exercise, vesting or payment of an award may be postponed if the Company reasonably believes that its or any applicable Affiliate’s deduction with respect to such award would be limited or eliminated by application of Code Section 162(m) to the extent permitted by Section 409A of the Code; provided, however, such delay will last only until the earliest date at which the Company reasonably anticipates the deduction will not be limited or eliminated under Code Section 162(m).

     Other Tax Rules. The Incentive Plan is designed to enable the Committee to structure awards that will not be subject to Code Section 409A, which imposes certain restrictions and requirements on deferred compensation.

     Current Tax Rates. Long-term capital gains of individuals currently are subject to federal income tax at a maximum rate of 15%. Short-term capital gains and ordinary income of individuals currently are subject to tax at a maximum rate of 35%. These rates may change, and participants are encouraged to seek their own personal tax advice in connection with participation in the Incentive Plan.

     The Board of Directors recommends a vote FOR approval of the Incentive Plan Amendment.

INFORMATION ABOUT THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD OF DIRECTORS

Independence

     The Board of Directors has evaluated the independence of each Board member and has determined that the following directors, which constitute a majority of the Board, are independent in accordance with the Nasdaq and SEC rules governing director independence: Messrs. Cole, Dills, Lind, Mazzilli and Rosenberg.

Meetings of the Board of Directors and Attendance at the Annual Meeting of Shareholders

     During 2009, there were eight meetings of the Board of Directors. Each incumbent director attended more than 75 percent of the aggregate of all meetings of the Board of Directors held while he was a director and any committees on which that director served.

     The Board of Directors does not have a policy requiring director attendance at the annual shareholders meeting. However, directors are encouraged to attend. All of our directors attended the 2009 Annual Meeting of Shareholders.

Director Compensation

     The following table presents information relating to total compensation of the directors for the fiscal year ended December 31, 2009. Information with respect to the compensation of Mr. Bahl is included below under “Executive Compensation,” but as an executive officer of the Company, he does not receive compensation for his service as a director. Information regarding the compensation of Mr. Dills for his service as our Interim President and Chief Executive Officer from December 2008 through January 2009 is included below under “Executive Compensation.”

		Fees Earned or				Stock				Option				All Other
Name		Paid In Cash				Awards(1)(2)				Awards(3) (4)				Compensation				Total
		($)				($)				($)				($)				($)
David A. Cole			64,750				24,099				17,602				—				106,451
Patrick G. Dills			111,000				24,099				17,602				—				152,701
N. Colin Lind			48,000				24,099				17,602				—				89,701
Philip J. Mazzilli, Jr.			75,000				24,099				17,602				—				116,701
Steven P. Rosenberg			60,750				24,099				17,602				—				102,451

     Each non-employee member of the Board is paid a $30,000 annual retainer for his service on the Board. Non-employee members of Board committees are paid annual committee retainers of $12,000 for the Audit Committee, $9,000 for the Compensation Committee and $6,000 for the Nominating and Corporate Governance Committee. Chairs of each of these committees are paid supplemental annual committee retainers equal to the amount of the applicable member retainer for the particular committee. Non-employee directors also receive an additional $1,500 attendance fee for attendance at Board meetings and the annual meeting of shareholders, if the annual meeting of shareholders is not held in conjunction with a Board meeting. Effective June 1, 2008, as a result of the change to compensating directors for committee service through the payment of an annual retainer, attendance fees are no longer paid for attendance at meetings of the Audit Committee, the Compensation Committee or the Nominating and Corporate Governance Committee. Directors are reimbursed for all out-of-pocket expenses, if any, incurred in attending Board and committee meetings.

     In addition to cash compensation, the Board may grant nonqualified stock option grants or other equity awards to the non-employee directors from time to time. On May 26, 2009, options to purchase 8,546 shares of the Company’s common stock were granted to each of the Company’s non-employee directors. The Board also granted 8,546 shares of restricted stock to each non-employee director. All of the options have an exercise price of $2.82, the closing price of the Company’s common stock on the date of grant, and will vest on May 26, 2010. The options expire on May 25, 2016. The restricted stock will vest on May 26, 2010.

Board Leadership Structure and Role in Risk Oversight

     The Board of Directors determines what leadership structure it deems appropriate from time to time based on factors such as the experience of the Company’s Board members and executive officers, the current business environment of the Company and other relevant factors. After considering these factors, the Company has determined that the appropriate leadership structure for the Company at this time is a Board of Directors with an independent Chairman of the Board (Mr. Dills) and a Chief Executive Officer (Mr. Bahl) who also serves on the Company’s Board. We believe that the role of an independent Chairman helps to enhance the Board’s oversight of management of the Company and serves to ensure that the Board is fully engaged with the Company’s strategy and its implementation.

     Prior to the determination that an independent Chairman of the Board was advisable, in September 2006, the Board established the position of Presiding Director to oversee meetings of the independent members of the Board. The Presiding Director was elected by the independent members of the Board for a one year term. Mr. Dills served as Presiding Director from September 2006 until December 2008. Upon Mr. Dills’s election as Chairman, the Board determined that the Presiding Director position is not necessary so long as the Chairman is an independent director.

     Management of the Company is responsible for the Company’s day-to-day risk management and the Board serves in a risk management oversight role. The Audit Committee assists the Board of Directors in fulfilling this oversight function. The Audit Committee and management of the Company periodically review various risks facing the Company and the internal controls and procedures in place to manage such risks. In addition, the Audit Committee and full Board consider risk-related matters on an on-going basis in connection with deliberations regarding specific transactions and issues.

Stock Ownership Guidelines

     On May 29, 2008, the Nominating and Corporate Governance Committee adopted stock ownership guidelines for non-employee directors to better align the interests of non-employee directors with shareholders. The guidelines require non-employee directors to own shares of Company stock with a value equal to or greater than four times the amount of the

annual retainer paid to the non-employee director for Board service. Directors have three years to achieve compliance with the guidelines. Shares must be owned directly by the director or his immediate family residing in the same household or in trust for the benefit of the non-employee director or his immediate family. Restricted stock units, unvested shares of restricted stock and stock options (vested or unvested) do not count toward satisfaction of the guidelines. The Nominating and Corporate Governance Committee has authority to grant exceptions to the guidelines in rare circumstances.

Audit Committee

     The Company’s Audit Committee consists of three independent directors: Messrs. Dills, Mazzilli and Rosenberg. Mr. Mazzilli currently serves as Chairman of the Audit Committee, and the Board has determined that Mr. Mazzilli is an “audit committee financial expert,” as such term is defined in Item 407(d) of SEC Regulation S-K. The Board of Directors has determined that the current Audit Committee members satisfy the independence criteria included in the current listing standards for the Nasdaq Global Market and by the SEC for audit committee membership. The Audit Committee met 12 times in 2009. The Audit Committee has sole authority to retain the Company’s independent registered public accounting firm and reviews the scope of the Company’s annual audit and the services to be performed for the Company in connection therewith. The Audit Committee also formulates and reviews various Company policies, including those relating to accounting practices and the internal control structure of the Company, and the Company’s procedures for receiving and investigating reports of alleged violations of the Company’s policies and applicable regulations by the Company’s directors, officers and employees. The Audit Committee also reviews and approves any related party transactions. The Board has adopted a written Audit Committee Charter which is available at the Company’s website address: www.prgx.com or upon written request to the Secretary of the Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. See “Report of the Audit Committee.”

     Audit Committee Pre-Approval Policies and Procedures. Each engagement of the Company’s principal accountants for audit and non-audit related services and its associated projected fees is approved by the Audit Committee in advance of such engagement.

Compensation Committee

     The Company’s Compensation Committee consists of three independent directors: Messrs. Cole, Dills and Mazzilli. Mr. Dills is Chairman of the Compensation Committee. The Board of Directors has determined that each of the Compensation Committee members is independent based on the current listing standards for the Nasdaq Global Market.

     The Compensation Committee held 11 meetings in 2009. The Compensation Committee determines the compensation of the executive officers of the Company. The Compensation Committee also administers the Company’s benefit plans, including the 2008 Equity Incentive Plan, the Stock Incentive Plan, the Performance Bonus Plan, and the 2006 Management Incentive Plan and makes recommendations to the Nominating and Corporate Governance Committee regarding director compensation. All rights to determine awards of stock-based compensation to individuals who file reports pursuant to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) are determined by the Compensation Committee, each member of which is a “nonemployee” director, as such term is defined in Rule 16b-3 promulgated pursuant to the Exchange Act. Messrs. Cole and Mazzilli are “outside” directors, as such term is defined in the regulations promulgated pursuant to Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). Due to his service as Interim CEO and President of the Company from December 1, 2008 to January 21, 2009, Mr. Dills does not meet the definition of an “outside” director under Section 162(m) of the Code. Therefore, Mr. Dills abstains from voting on Compensation Committee matters that may be deemed to be performance-based and are intended to meet the requirements of Section 162(m). The Compensation Committee’s charter requires that all members of the Committee shall be independent from the Company and that at least two members shall satisfy the definition of “nonemployee” director described above. The Compensation Committee Charter is available at the Company’s website address: www.prgx.com or upon written request to the Secretary at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. For information regarding the Company’s 2009 executive compensation, see “Compensation Discussion and Analysis.”

Nominating and Corporate Governance Committee

     The Nominating and Corporate Governance Committee (“NCG Committee”) consists of three independent directors: Messrs. Cole, Lind and Rosenberg. The Board of Directors has determined that each of the NCG Committee members is independent based on the listing standards for the Nasdaq Global Market. Mr. Cole serves as Chairman of the NCG Committee. The NCG Committee met three times in 2009. The NCG Committee has the responsibility to consider and recommend nominees for the Board of Directors and its committees, to oversee review and assessment of the performance of the Board, set Board compensation, and monitor and recommend governance principles and guidelines for adoption by the Board.

     Since February 2003, the NCG Committee has been delegated the responsibility for evaluating current Board members at the time they are considered for re-nomination. After considering the appropriate skills, expertise and experience needed on the Board, the independence, expertise, experience, skills and performance of the current membership of the Board, and the willingness of Board members whose terms are expiring to be re-nominated, the NCG Committee recommends to the Board whether those directors should be re-nominated.

     In preparation for the annual meeting, the NCG Committee considers whether the Board would benefit from adding a new member, and if so, the skills, expertise and experience to be sought with the new member. If the Board determines that a new member would be beneficial, the NCG Committee sets the qualifications for the position and conducts a search to identify qualified candidates. Such search may utilize the services of an executive search firm that would receive a fee for its services. The NCG Committee (or its Chairman) screens the available information about the potential candidates. Based on the results of the initial screening, interviews with the viable candidates are scheduled with NCG Committee members, other members of the Board and senior members of management. Upon completion of these interviews and other due diligence, the NCG Committee may recommend to the Board the election or nomination of a candidate. All potential candidates, regardless of whether they are developed through the executive search firm or otherwise, are reviewed and evaluated under the same process.

     When an executive search firm is engaged, using the desired qualifications identified by the NCG Committee, the search firm performs research to identify and qualify potential candidates, contacts such qualified candidates to ascertain their interest in serving on the Company’s board, collects resumes and other data about the interested candidates and recommends candidates for further consideration by the NCG Committee.

     The NCG Committee has no set minimum criteria for selecting Board nominees, although its preference is that a substantial majority of all non-executive directors possess the qualifications of independence that satisfy the listing standards established for companies listed on the Nasdaq Global Market; significant leadership experience at the corporate level in substantial and successful organizations; relevant, but non-competitive, business experience; the ability and commitment to devote the time required to fully participate in Board and committee activities; strong communication and analytical skills; and a personality that indicates an ability to work effectively with the other members of the Board and management. In evaluating candidates for the Board of Directors, the Nominating Committee seeks to maintain a balance of diverse business experience, education, skills and other individual qualities and attributes in order to enhance the quality of the Board’s deliberations and decision-making processes. In any given search, the NCG Committee may also define particular characteristics for candidates to balance the overall skills and characteristics of the Board with the perceived needs of the Company. The NCG Committee believes that it is necessary for at least one independent Board member to possess significant operational experience and for at least one independent Board member to possess financial expertise. However, during any search the NCG Committee reserves the right to modify its stated search criteria for exceptional candidates.

     The NCG Committee will also consider nominating candidates recommended by shareholders. Such recommendations will only be considered by the NCG Committee if they are submitted to the NCG Committee in accordance with the requirements of the Company’s Bylaws and accompanied by all the information that is required to be

disclosed in connection with the solicitation of proxies for election of director nominees pursuant to Regulation 14A under the Exchange Act, including the candidate’s written consent to serve as director, if nominated and elected. To be considered by the NCG Committee, shareholder recommendations for director nominees to be elected at the 2010 Annual Meeting of Shareholders, together with the requisite consent to serve and proxy disclosure information in written form, must be received by Victor A. Allums, Secretary, at the offices of the Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339, no earlier than January 4, 2011 and no later than February 3, 2011.

     As of April 26, 2010, the Company had not received any shareholder recommendations of director candidates for election at the 2010 Annual Meeting.

     The NCG Committee is a standing committee of the Board and its charter is available at the Company’s website address: www.prgx.com or upon written request to the Secretary of the Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339.

Shareholder Communications to the Board of Directors

     In addition to recommendations for director nominees, the Board of Directors welcomes hearing from shareholders regarding the management, performance and prospects for the Company. To facilitate complete and accurate transmittal of shareholder communications to the directors, it is requested that all shareholder communication to the Board or any of its members be made in writing and addressed to the Company’s Secretary, Victor A. Allums, at PRGX Global, Inc., 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. It is also helpful if the communication specifies whether it is directed to one or more individual directors, all the members of a Board committee, the independent members of the Board, or all members of the Board and the address to which any reply should be addressed. On receipt, Mr. Allums will forward the communication to the director(s) to whom it is addressed as specified by the shareholder. If the shareholder does not specify which directors should receive the communication, Mr. Allums will distribute the communication to all directors.

REPORT OF THE AUDIT COMMITTEE

     The purpose of the Audit Committee is to assist the Board in its general oversight of the Company’s financial reporting, internal controls and audit functions. The Board has adopted a written Audit Committee Charter that sets out the organization, purpose, duties and responsibilities of the Audit Committee.

     Management is responsible for the preparation, presentation and integrity of the Company’s financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles.

     In fulfilling its oversight responsibilities with respect to the year ended December 31, 2009, the Audit Committee:

	•		reviewed and discussed the consolidated financial statements of the Company set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 with management of the Company and BDO Seidman, LLP, independent registered public accounting firm for the Company;
	•		discussed with BDO Seidman, LLP the matters required to be discussed by Statement on Auditing Standards No. 61, “Communications with Audit Committees,” as modified and supplemented to date;
	•		obtained a formal written statement from BDO Seidman, LLP delineating all relationships between the auditors and the Company consistent with the applicable requirements of the Public Company Accounting Oversight Board and discussed with the auditors all significant relationships the auditors have with the Company which may affect the auditors’ independence; and
	•		based on the review and discussions with management of the Company and BDO Seidman, LLP referred to above, recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

		AUDIT COMMITTEE
		Philip J. Mazzilli, Jr., Chairman
		Patrick G. Dills
		Steven P. Rosenberg

     Notwithstanding anything to the contrary which is or may be set forth in any of the Company’s filings under the Securities Act of 1933 or the Exchange Act that might incorporate Company filings, including this proxy statement, in whole or in part, the preceding Report of the Audit Committee shall not be incorporated by reference into any such filings.

COMPENSATION DISCUSSION AND ANALYSIS

     As discussed above under “Information About the Board of Directors and Committees of the Board of Directors,” the Compensation Committee of the Board of Directors has the overall responsibility for our executive compensation plans, policies and programs. The Compensation Committee approves the compensation of each of our named executive officers as well as other “key personnel” of the Company. As defined in the Compensation Committee’s charter, “key personnel” includes the Chief Executive Officer, the Company’s officers who are direct reports of the CEO, and other senior management personnel of the Company who directly report to the CEO. The Compensation Committee is also responsible for recommending to the Nominating and Corporate Governance Committee the compensation and compensation plans, policies and programs for our directors. The Compensation Committee consists of three members who are “independent” directors under the Company’s corporate governance guidelines and the rules of The Nasdaq Stock Market LLC.

Executive Compensation Philosophy

     We strive to establish compensation practices which attract, retain and reward our senior management, and strengthen the mutuality of interests between our senior management and our shareholders. We believe that the most effective executive compensation program is one that is conservative, but competitive, and which aligns the compensation of our senior management with the creation of shareholder value. Under the oversight of the Compensation Committee, we have developed and implemented a pay-for-performance executive compensation program that rewards senior management for the achievement of certain financial performance objectives. The philosophies of pay-for-performance and aligning senior management compensation with shareholder value creation are achieved primarily by providing a substantial portion of each executive’s total annual compensation through annual performance bonuses and grants of long-term equity compensation. In each of the past four years, the Compensation Committee tied the level of bonus payments under our Performance Bonus Plan to the achievement of certain financial performance objectives. In September 2008, the Compensation Committee also tied the vesting of a significant portion of restricted stock granted to the achievement of certain financial performance goals. As further evidence of our “pay for performance” philosophy, for the 2009 Performance Bonus Plan, the achievement of individual goals and objectives were a significant factor in determining each named executive officer’s annual performance bonus. Our 2009 Performance Bonus Plan is described in greater detail below under “Cash Bonus” and equity grants are described in more detail under “Long-Term Equity Incentive Compensation”.

Background

     In the latter half of 2005 and into 2006, we undertook significant financial and operational restructurings with the objective of improving our operating results and strengthening our financial condition. During this same time period, there was significant turnover among the members of our senior management team and of our Board of Directors. In connection with the financial restructuring, we entered into a Restructuring Support Agreement with certain of our bondholders, which contemplated that we would adopt a new equity-based management incentive plan to incentivize our senior management team, including our named executive officers, to strengthen our financial condition and remain with the Company. This plan, the 2006 Management Incentive Plan (“MIP”), was approved by our shareholders at the 2006 Annual Meeting of Shareholders. Additionally, in an effort to reward certain of our employees, including our named executive officers, for achieving short-term performance objectives, we also began the practice of adopting an annual Performance Bonus Plan (a short-term cash incentive bonus plan with annual financial performance goals). The Company has implemented a Performance Bonus Plan for each year since 2006.

     In March 2008, the performance units granted under the MIP fully vested for most of our executive officers. In addition, because our existing long-term equity incentive compensation plan was expiring in June 2008, the Compensation Committee approved in 2008 a new long-term equity incentive program that provided the Compensation Committee with the ability to grant equity and cash awards to further motivate our named executive officers and other employees to continue to achieve improved operating results for the Company. In May 2008, our shareholders approved this new plan,

the PRGX Global, Inc. (f/k/a PRG-Schultz International, Inc.) 2008 Equity Incentive Plan (the “2008 Equity Incentive Plan”). The MIP, our 2009 Performance Bonus Plan and the 2008 Equity Incentive Plan are each discussed in more detail below.

     Our senior management team underwent a number of transitions in 2009. In addition to the hiring of Romil Bahl as our new Chief Executive Officer, we also recruited several new officers to supplement the existing management team and to fill the vacancies created by the departure of other senior officers. These changes included the hiring of James R. Shand as our Chief Innovation and Strategy Officer (now our Senior Vice President — Client Services —Americas), and Michael Noel, our Senior Vice President and Chief Information Officer. In addition, we promoted Robert B. Lee from the position of the Company’s controller to fill the position of Chief Financial Officer, effective June 1, 2009. These changes extended into 2010 with the hiring of Catherine H. Lafiandra, our Senior Vice President — Human Resources in February. With these changes, we believe we are better positioned to implement our new business strategy approved by our Board of Directors and outlined by our Chief Executive Officer.

Elements of the Company’s Executive Compensation Program

     Our compensation program is designed to provide our senior management team, including our named executive officers, with a combination of cash (guaranteed and incentive-based) and long-term equity incentive compensation to align their interests with those of our shareholders. During 2009, our executive officer compensation program primarily consisted of the following elements:

	•		base salary;
	•		cash performance bonuses; and
	•		long-term equity incentive awards.

     Although the Compensation Committee has not established a policy or formula for the allocation of total compensation among these different elements of total executive officer compensation, cash bonus opportunities and long-term incentive award opportunities are generally a function of each officer’s base salary. In allocating total compensation among these various elements, the Compensation Committee strives to achieve an appropriate mix between the different forms of compensation in order to:

	•		motivate senior management to deliver superior performance in the short-term by providing competitive base salaries and annual cash performance bonuses;
	•		align the interests of senior management with the long-term interests of the shareholders through the grant of equity incentive compensation; and
	•		provide an overall compensation package that is competitive and therefore promotes executive recruitment and retention.

Process for Establishing Executive Compensation

     Role and Use of Compensation Consultants. The Compensation Committee from time to time engages compensation consultants to assist the Compensation Committee in making compensation decisions. In early 2007, the Compensation Committee engaged Mercer Human Resource Consulting (“Mercer”), an independent compensation consulting firm, to perform a study on executive compensation and to evaluate and provide recommendations regarding the levels of compensation for the Company’s executive officers. With the assistance of Mercer, the Compensation Committee reviewed the base salary, annual bonus and long-term incentive awards for the executive officers by comparing their compensation to the compensation of a select group of 14 companies within the professional/business services industry, including auditing, consulting and professional staffing companies. The Compensation Committee recognized that it was challenging to identify a traditional “peer group” for this study, as the Company has historically

operated within a niche market with few public company competitors. Accordingly, for analysis and comparison purposes, a comparison group of public companies was identified within the industries noted above, with annual revenues between 50% and 250% of our annual revenue, with a comparable number of employees and certain “per employee” ratios, and with similar financial condition and market capitalization to the Company. It was determined that the base salaries for our executive team were near the 50^th percentile and the total cash compensation was between the 50^th and 75^th percentile for this comparison group of companies. In addition, the Compensation Committee determined that the 2006 performance unit grants under the MIP would likely provide adequate retention incentives for our executives in 2007. Although Mercer recommended no adjustments to the named executive officers’ base salaries or short term cash bonus opportunities for 2007, it was recommended that executives be granted long-term incentive awards in 2008 based on a pay strategy of achieving total direct compensation (comprised of salary, target bonus, and target equity) at the 75^th percentile of the comparison group. The Compensation Committee continued to use these guidelines in making compensation decisions conducted in 2009.

     In September 2008, the Compensation Committee again engaged an independent compensation consulting firm, Pearl Meyer & Partners (“Pearl Meyer”), to provide advice on executive compensation. The Compensation Committee chose Pearl Meyer primarily because the individual compensation consultant who had advised the Company in prior years had joined Pearl Meyer in 2008 and was well acquainted with the Company and its competitive landscape. Pearl Meyer presented the Compensation Committee with an analysis of the Company’s executive compensation program and made certain recommendations to the Compensation Committee to better align our executive compensation programs with the compensation programs of other similarly situated companies, and to achieve greater uniformity in the terms of employment for the Company’s executive officers.

     In 2009, the Compensation Committee once again used input from Pearl Meyer regarding certain executive compensation decisions, including the compensation for the Company’s Chief Innovation and Strategy Officer and our Chief Financial Officer. Additionally, in connection with the May 2009 equity grants to directors, senior management, including named executive officers, and other employees, the Compensation Committee again sought input from Pearl Meyer. With regard to the 2009 equity grants, Pearl Meyer recommended an approach that differed from the Company’s equity value-based methodology used in prior years in the following manner: (a) because of the Company’s then-depressed stock price, it was recommended that the Company grant fewer stock options and shares of restricted stock than what might be granted according to the Company’s historical practice of granting a certain dollar value of equity to executives and other Company employees, and (b) it was recommended that the grants not contain performance-based vesting due to the difficulty in setting performance goals since the Company was then in the process of revising its business strategy under the leadership of a new CEO.

     Benchmarking. To assist the Compensation Committee in its review of executive compensation, from time to time, the Company’s compensation consultant (currently Pearl Meyer) provides compensation data for a peer group of publicly-traded companies. Since 2007, the peer group has consisted primarily of professional/business services providers, including auditing, consulting, professional staffing and healthcare industry services companies, each with annual revenues ranging from approximately $189 million to $1 billion. During 2007, 2008 and 2009, the peer group utilized by the Compensation Committee for compensation benchmarking purposes has consisted of largely the same companies; however in 2008, the Company added additional companies to the peer group utilized for 2007, including three healthcare industry services companies, due to our increasing focus on services to the healthcare industry. The 2009 peer group was identical to the peer group as modified in 2008 and consisted of the following companies:

		Advisory Board Company		Huron Consulting Group, Inc.
		Analysts International Corp.		ICF International, Inc.
		CBIZ, Inc.		LECG Group
		CRA International, Inc.		Maximus, Inc.
		Exponent, Inc.		MedAssets, Inc.
		FTI Consulting, Inc.		Navigant Consulting, Inc.
		GP Strategies Corp.		Portfolio Recovery Association, Inc.
		HMS Holdings Corp.		RCM Technologies, Inc.
		Hooper Holmes, Inc.		Resources Connection, Inc.

     In 2008, the Compensation Committee analyzed the compensation data of the peer group, which showed that the base salaries of our named executive officers were generally within the 50^th to 75^th percentile of the peer group. However, to generally position total cash compensation (salary plus target bonus) between the 50^th and 75^th percentiles and total direct compensation near the 75^th percentile when the Company is achieving targeted financial performance, Pearl Meyer recommended that (i) the amount payable for the achievement of the “target” financial performance objective under the annual performance bonus program be increased to 50% of base salary for executive officers (other than the Chief Executive Officer) and to 100% of base salary for the Chief Executive Officer and (ii) annual equity grant values be established at 200% of base salary for the Chief Executive Officer and 110% of base salary for other executive officers. In addition, it was recommended that the Company grant multiple types of awards under the 2008 Equity Incentive Plan in 2008 and add a performance-based vesting component to the 2008 long-term equity-based incentive compensation awards. After considering these recommendations, the Compensation Committee (a) increased the amounts payable to certain executive officers, including Messrs. Robinson, Allums, Limeri, and Roos and Ms. Moore, under the Performance Bonus Plan and their employment agreements for meeting “target” performance objectives, and (b) granted certain executive officers, including Messrs. Robinson, Allums, Limeri, and Roos and Ms. Moore, stock options subject to time vesting and restricted stock, some vesting with the passage of time and the rest vesting upon the Company meeting certain financial performance criteria over three years.

     2009 Compensation Decisions. In May 2009, Pearl Meyer recommended that the Company reconsider its historical value-based equity grant methodology, primarily due to the large increase in the number of shares and options that such methodology would indicate should be granted when the Company’s stock price is depressed. Instead, in determining annual equity grants to key personnel, including our named executive officers, and other Company employees, the Compensation Committee adopted an overall grant rate of approximately 5% of the Company’s common equity then outstanding. For the 2009 equity grants, the Compensation Committee also considered the implications of grants of long-term incentive compensation awards with performance vesting criteria at a time shortly following the Company’s CEO transition when it was likely that there would be changes to the Company’s future business strategy. In addition, the Compensation Committee expressed a desire to tie a portion of each executive officer’s potential bonus for 2009 under the 2009 Performance Bonus Plan to individual performance objectives, rather than focusing solely on the Company’s adjusted EBITDA performance. For the reasons discussed above, in May 2009, the Compensation Committee decided: (i) to use an overall grant rate of approximately 5% of the common shares outstanding at the time of the grant for 2009 equity grants to certain Company employees; (ii) to grant to certain officers, including Messrs. Bahl, Lee, Robinson, Shand, and Allums and Ms. Moore, equity grants consisting of a certain number of shares, divided equally between stock options and restricted stock (50% in stock options and 50% in restricted stock), each vesting solely on the basis of the passage of time (three years); and (iii) to provide that under the 2009 Performance Bonus Plan, 30% of the bonus for each of the named executive officers would be tied to the achievement of three individual performance objectives (i.e. 10% per objective).

     Compensation of the CEO. In mid 2008, James B. McCurry, our former Chairman of the Board of Directors, Chief Executive Officer and President informed the Board of Directors of his decision to resign from the Company by the end of 2008. The independent members of our Board of Directors appointed a Search Committee, led by our current Chairman, Patrick G. Dills, to conduct a national search for Mr. McCurry’s successor. The Search Committee interviewed numerous candidates to fill the roles of Chief Executive Officer and President of the Company. Effective November 30, 2008, Mr. McCurry resigned as Chairman of the Board, Chief Executive Officer and President. The Board of Directors appointed Mr. Dills, a member of our Board of Directors since March 2006 and the then Presiding Director, to serve as interim Chief Executive Officer and interim President until the Board of Directors appointed a permanent Chief Executive Officer and President. At this time, Mr. Dills was also appointed to serve as our Chairman of the Board, with his service as Chairman to extend beyond his service as an interim officer. For his service in his interim officer capacity, Mr. Dills was paid a monthly salary of $35,000 in December 2008 and $45,000 in January 2009, as determined

by the Compensation Committee. After an extensive search, on January 9, 2009, the Board of Directors announced the appointment of Romil Bahl as our new Chief Executive Officer and President, effective January 21, 2009.

     In connection with the appointment of Mr. Bahl as our Chief Executive Officer and President, the Compensation Committee took into account the recommendations of Pearl Meyer and Mr. Bahl’s compensation arrangement with his former employer in establishing his compensation package. The Compensation Committee reviewed compensation data regarding the compensation of other CEOs of the Company’s peer group companies and targeted Mr. Bahl’s base salary, annual target performance bonus and long-term equity compensation at the 75^th percentile of this peer group. Mr. Bahl’s overall compensation package was established through arm’s length negotiations in a process led by the Compensation Committee and was reflected in an employment agreement with Mr. Bahl. Mr. Bahl’s employment agreement provides for an annual base salary of $600,000 and that Mr. Bahl would be eligible for an annual target performance bonus equal to 100% of his annual base salary and a maximum performance bonus equal to 150% of his annual base salary under the Company’s Performance Bonus Plan, based on the achievement of certain individual and financial performance objectives to be set by the Company’s Compensation Committee.

     In addition to his salary and annual performance bonus, the Compensation Committee agreed to pay Mr. Bahl a one-time bonus in the aggregate amount of $1 million payable on the last payroll date in July 2010, subject to Mr. Bahl’s continued employment at such time. Mr. Bahl also received on January 21, 2009, the day that he joined the Company, a one-time, equity inducement grant award of 296,296 non-qualified stock options and 344,445 shares of restricted stock, subject to time-vesting requirements. The non-qualified stock options have a seven-year term, and an exercise price of $3.57, which was the closing price of the Company’s common stock on the date of the grant. 111,111 of the non-qualified stock options and 233,334 shares of the restricted stock (collectively, the “Initial Equity”) vest in equal increments over a period of four years from the date of the grant. The remaining 185,185 options and 111,111 shares of restricted stock (collectively, the “One-Time Equity Awards”) vest in equal increments on the second and fourth anniversaries of the date of the grant. The $1 million cash bonus and One-Time Equity Awards were specifically intended to compensate Mr. Bahl for certain vested cash compensation awards at his former employer that were forfeited when he accepted the position as our Chief Executive Officer and President.

     The Compensation Committee reviews the performance and compensation of our Chief Executive Officer each year. In evaluating the compensation of the Chief Executive Officer, the Compensation Committee considers factors such as market data regarding the compensation of other CEOs at comparable companies and the skills, relevant experience and recent performance of the Chief Executive Officer at the Company.

     Compensation of Other Named Executive Officers.

     The Chief Executive Officer annually reviews the performance of the other members of our senior management team, including the named executive officers, and makes recommendations to the Compensation Committee regarding their compensation. After taking into consideration the recommendations of the Chief Executive Officer, the Compensation Committee then determines the amount of compensation for the other members of our senior management team, including our other named executive officers for the upcoming year. With respect to these other key personnel, the Compensation Committee and the Chief Executive Officer consider multiple factors in establishing the terms of their compensation packages, including market data regarding the compensation of comparable executives at comparable companies and the skills, relevant experience and recent performance of each member of senior management at the Company.

     In March 2009, the Company hired James R. Shand as its Chief Innovation and Strategy Officer (“CISO”). Following the finalization of the Company’s revised business strategy, in September 2009, the Company offered to Mr. Shand, and Mr. Shand accepted, the new role of Senior Vice President — Client Services — Americas. Due to a lack of a reliable sample size for positions comparable to the Company’s CISO role at peer companies, in connection with the hiring of Mr. Shand, the Compensation Committee reviewed compensation data for the third highest paid executive officer at peer group companies. Mr. Shand’s employment agreement provides for an annual base salary of $300,000 and

eligibility for an annual performance bonus under the Company’s Performance Bonus Plan with a target performance bonus equal to 50% of his annual base salary and a maximum performance bonus equal to 100% of his annual base salary, based on the achievement of certain individual and financial performance objectives set by the Compensation Committee. In addition to his base salary and annual performance bonus, the Company agreed to pay Mr. Shand a signing bonus of $90,000 on or before July 31, 2009, subject to his continued employment on that date. The Company also made an initial one-time equity grant of 20,000 shares of restricted stock, with time-based vesting of equal increments on each of the first and third anniversaries of the date of the grant. The $90,000 bonus and grant of 20,000 shares of restricted stock were intended to compensate Mr. Shand for certain expected cash compensation awards at his former employer that were forfeited when he accepted the position as our CISO.

     In May 2009, the Company announced that Peter Limeri, its Chief Financial Officer and Treasurer would resign effective May 31, 2009. The Board of Directors determined that the best candidate to fill the vacant position was the Company’s Controller, Robert B. Lee. Mr. Lee had previous experience as the chief financial officer of a publicly-traded company and was also familiar with the Company due to his several years of service as the Company’s Controller. The Compensation Committee reviewed benchmark compensation information relevant to chief financial officers at the peer group companies, as well as Mr. Limeri’s compensation prior to his departure. Mr. Lee’s employment agreement provides for an annual base salary of $205,000 and that he would be eligible for an annual performance bonus under the Company’s Performance Bonus Plan with a target bonus equal to 50% of his annual base salary and a maximum performance bonus equal to 100% of his annual base salary, based on the achievement of certain performance objectives set by the Company’s Compensation Committee.

     The compensation packages for Mr. Allums, who joined the Company in 2006, and Mr. Robinson, who joined the Company in 1992, respectively, are reflected in their most recent employment agreements entered into in November 2008. See “Employment and Severance Agreements” below for a description of these employment agreements.

Base Salary

     The annual base salary component of the Company’s executive compensation program provides each named executive officer with a fixed minimum amount of annual cash compensation. Salaries for our named executive officers are generally determined through their employment agreements, subject to annual review and adjustment by the Compensation Committee. Due to the recent global economic downturn and the Company’s ongoing focus on controlling costs, the Compensation Committee determined not to increase the base salaries in 2009 for any of the named executive officers, other than in connection with Mr. Lee’s promotion to Chief Financial Officer effective June 1, 2009. The following table sets forth the 2009 base salaries for each of our named executive officers:

Named Executive Officer		Base Salary
Romil Bahl		$	600,000
Robert Lee		$	205,000
Peter Limeri*		$	300,000
Larry Robinson		$	419,269
Victor Allums		$	240,000
James Shand		$	300,000
Bradley Roos**		$	323,000
Jennifer Moore***		$	190,000

Cash Bonus

     2009 Performance Bonus Plan. We provided cash bonus awards to certain of our senior employees, including all of our named executive officers, through the 2009 Performance Bonus Plan. The 2009 Performance Bonus Plan was a cash incentive program designed to recognize and reward employees who were expected to make significant contributions towards achieving our 2009 business plan.

     Cash bonuses awarded under the 2009 Performance Bonus Plan were contingent upon our achievement of certain 2009 financial performance objectives. Each of our named executive officers participated in the 2009 Performance Bonus Plan. Under the terms of the 2009 Performance Bonus Plan, no bonuses were to be earned under the plan unless our consolidated 2009 adjusted EBITDA reached a specified threshold. Adjusted EBITDA for purposes of the bonus plan is earnings from continuing operations before interest, taxes, depreciation and amortization, as adjusted for unusual and other significant items that management views as distorting our operating results from period to period.

     The overall bonus pool under the 2009 Performance Bonus Plan was established based on the Company’s achieving a percentage of the target level of adjusted EBITDA established by the Compensation Committee (ranging from 85% to 115% of the target). No amounts were to be contributed to the bonus pool unless the Company achieved 85% of the adjusted EBITDA target. If the Company’s performance fell between 85% and 100% of the adjusted EBITDA target goal, the total bonus pool would range from 50% of the aggregate of all target bonuses under the plan to 100% of the aggregate of all target bonuses under the plan. Therefore, for every 1% increase in achievement of the target adjusted EBITDA goal between 85% and 99.9% (for instance, an increase from 85% to 86% of target adjusted EBITDA achievement) the total bonus pool would increase 3.33% (for instance, from 50% to 53.33% of the aggregate target bonus pool). If the Company’s performance fell between 100% and 115% of the adjusted EBITDA target goal, the total bonus pool would range from 100% of the aggregate of all target bonuses at target to approximately 200% of the aggregate of all target bonuses at 115% of the adjusted EBITDA target. Therefore, for every 1% increase in adjusted EBITDA achievement between 100% and 115% of the target adjusted EBITDA goal (for instance, an increase from 100% to 101% of target adjusted EBITDA achievement, the total bonus pool would increase by approximately 6.67% (for instance, from 100% to approximately 106.67% of the aggregate target bonus pool). Individual bonus amounts under the 2009 Performance Bonus Plan for named executive officers were then, in turn, calculated based on each executive’s pro rata share of the total bonus pool (based on the target and maximum bonus for each executive as determined in accordance with the applicable employment agreement, service line financial performance, if applicable, and performance relative to individual performance objectives, as determined by the Compensation Committee). For 2009, the Compensation Committee introduced individual performance objectives in addition to adjusted EBITDA into the formula for determining bonus amounts payable under the Performance Bonus Plan to named executive officers and certain other members of the Company’s senior management team. While the overall bonus pool was determined on the basis of the Company’s 2009 adjusted EBITDA performance and 70% of the performance bonuses were awarded based on the financial performance of the Company, and, if applicable, the named executive officer’s service line, 30% of the performance bonuses were allocated to each named executive officer based on his or her achievement of three individual performance objectives approved by the Compensation Committee. For those named executive officers that are part of a service line, such as Mr. Robinson, 35% of the bonus was based on the Company’s overall adjusted EBITDA performance, while the remaining 35% was determined based on the applicable service line’s EBITDA performance. For all other named executive officers, 70% of the named executive officers’ bonuses were based on the Company’s overall adjusted EBITDA performance. The target and maximum bonus amounts for each named executive officer under the 2009 Performance Bonus Plan were established in accordance with the officer’s employment agreement.

     The annual “target” and “maximum” adjusted EBITDA goals under the 2009 Performance Bonus Plan were established by the Compensation Committee in May 2009 after the completion of the Company’s annual financial planning and budgeting process. Because adjusted EBITDA is an important measure we use to measure and manage our operating performance, the Compensation Committee believed that adjusted EBITDA was an appropriate financial measure to which bonus payments under the plan should be linked. However, for 2009, the Compensation Committee also believed the introduction of individual performance objectives as a component of the bonus determination was

needed to ensure the focus by senior management on the development of the Company’s new business strategy and on the achievement of additional key Company objectives.

     For 2009, the “target” adjusted EBITDA goal for overall Company performance was approximately $30.5 million and the “maximum” adjusted EBITDA goal was approximately $35.1 million. For any bonuses to be paid, adjusted EBITDA would have to have been at least 85% of the target, or approximately $25.9 million. For purposes of the 2009 Performance Bonus Plan, adjusted EBITDA was determined by the Compensation Committee to be $29.8 million. In calculating adjusted EBITDA for purposes of the 2009 Performance Bonus Plan, the Compensation Committee excluded from 2009 EBITDA a $3.3 million charge for stock based compensation, a $0.7 million charge related to a litigation settlement, $1.6 million of foreign currency gains on intercompany balances, a $2.4 million bargain purchase gain on the Company’s acquisition of First Audit Partners, LLP (completed on July 16, 2009), severance charges of $1.7 million, and a $0.6 million charge for a pro rata portion of the CEO’s bonus payable in July 2010. While we did not achieve our target adjusted EBITDA goal of $30.5, we exceeded the minimum $25.9 million adjusted EBITDA goal for 2009, therefore entitling the participants, including our named executive officers, to receive annual performance bonuses under the Performance Bonus Plan.

     Upon our achievement of the “target” and “maximum” adjusted EBITDA goals, our named executive officers would have been entitled to receive the following bonus amounts (reflected as a percentage of base salary) under the 2009 Performance Bonus Plan:

		Target Bonus				Maximum Bonus
Name		(% of Base Salary)				(% of Base Salary)
Romil Bahl			100	%			150	%
Robert Lee			50	%			100	%
Peter Limeri			50	%			100	%
Larry Robinson			50	%			100	%
Victor Allums			50	%			100	%
James Shand			50	%			100	%
Bradley Roos			50	%			100	%
Jennifer Moore			50	%			100	%

Based on the Company’s adjusted EBITDA performance, applicable service line financial performance, performance against individual performance objectives, and the terms of each executive’s employment agreement, each of the named executive officers (other than Mr. Limeri who resigned in May 2009 and, therefore, received no bonus) earned the following bonus amounts as a result of their participation in the 2009 Performance Bonus Plan:

Named Executive Officer		2009 Bonus Amount
Romil Bahl		$	600,000	*
Robert Lee		$	69,556	**
Larry Robinson		$	160,119
Victor Allums		$	106,494
James Shand		$	103,044	***
Bradley Roos		$	69,565	***
Jennifer Moore		$	60,387	***

     Including our named executive officers, approximately 80 current U.S. and international employees participated in the 2009 Performance Bonus Plan. We paid approximately $3.3 million in cash bonuses to the approximately 80 employees participating in the 2009 Performance Bonus Plan based on the Company’s level of EBITDA performance in 2009.

Long-Term Equity Incentive Compensation

     Issuance of Stock Options and Restricted Stock. Prior the adoption of the 2008 Equity Incentive Plan, we granted stock options and restricted stock awards under the Amended Stock Incentive Plan (the “Stock Incentive Plan”) to our named executive officers and other key employees responsible for the growth of the Company. In connection with the 2008 annual meeting of shareholders, the Board of Directors recommended that the shareholders adopt the 2008 Equity Incentive Plan because of the limited number of shares available for future issuance under the Stock Incentive Plan and the impending expiration date of the current Stock Incentive Plan in June 2008. Our shareholders approved the 2008 Equity Incentive Plan on May 29, 2008. The 2008 Equity Incentive Plan expires on March 25, 2018, and permits the grant of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, and other incentive awards. As of December 31, 2009, 237,833 shares were available for grant under the 2008 Equity Incentive Plan. Accordingly, as discussed below under “Proposal 3 – Amendment to the 2008 Equity Incentive Plan”, our directors have approved and we are submitting to shareholders for approval at the 2010 annual meeting, a proposal to amend the 2008 Equity Incentive Plan to, among other things, increase the amount of shares authorized under the plan.

     As a result of the equity grants under the MIP in 2006 (as discussed below), the Compensation Committee did not grant any stock options or restricted stock to our named executive officers in 2006 or 2007. In 2008, however, the Compensation Committee determined that we should provide long-term incentive compensation to our key personnel, including our named executive officers, in the form of service-based vesting restricted stock, performance-based vesting restricted stock, and service-based vesting stock options. In 2009, we again provided long-term incentive compensation to key personnel, including our named executive officers. This long-term incentive compensation included service-based restricted stock and service-based vesting stock options. The Compensation Committee believes that its 2009 approach to long-term incentive compensation, i.e., making equity grants of service-based vesting restricted stock and service-based vesting stock options, provides appropriate long-term incentives from both executive retention and pay-for-performance perspectives. Because an officer will benefit from a stock option award only to the extent our stock price appreciates above the exercise price of the stock option, stock options align the interests of management with those of shareholders and ensure that management achieves gains only to the extent that the Company’s share value has appreciated. Service-based restricted stock vesting over three years serves the dual objectives of aligning management’s interests with shareholders by creating an ownership interest and attracting and retaining highly skilled executives. The retention objective is further supported through the three-year time vesting schedule in the stock option awards.

     In considering the specific allocation between various elements of long-term incentive compensation for 2008, the Compensation Committee analyzed market data with respect to the allocation of various types of long-term incentive compensation. Overall, the Compensation Committee established the awards at levels designed to place the executives between the 50^th and 75^th percentile of the peer group companies with respect to total direct compensation. When determining the amount of equity to grant in 2009, the Compensation Committee considered the Company’s depressed stock price at the time of the grant in May 2009. The Compensation Committee determined that if it used the “value-based” methodology used in past years, it would result in a large increase in the number of shares granted. Instead, the Compensation Committee decided to use an overall grant rate equal to 5% of the Company’s common shares outstanding

at the time of the grant and granted to each executive a pro rated (reduced) portion of the annual equity typically granted to such executive, with the resulting number of shares split equally into restricted stock and stock options.

     Beginning in 2009, the Compensation Committee decided to change the timing of the annual equity grants to its second regularly scheduled meeting of each year (typically in May or June) rather than at the third regularly scheduled meeting (typically in September). This change was made primarily to coincide with the timing of the Compensation Committee’s annual equity grants to the Company’s directors. On May 26, 2009, the Compensation Committee made grants of equity incentive awards to certain of our executive officers and other employees, including grants of restricted stock and non-qualified stock options to the following named executive officers:

Name		Restricted Stock				Non-Qualified Options
Romil Bahl			86,556				86,556
Robert Lee			16,265				16,265
Larry Robinson			33,266				33,266
Victor Allums			19,042				19,042
James Shand			23,803				23,803
Jennifer Moore*			15,075				15,075

     The restricted shares and the non-qualified stock options granted to executive officers and other employees on May 26, 2009 vest in three equal installments on each of May 26, 2010, 2011 and 2012. In accordance with the terms of the officers’ respective employment agreements, unvested shares of restricted stock with service-based vesting will automatically vest in the event an officer’s employment is terminated without cause, the officer terminates employment for “good reason,” or the Company chooses to not extend the term of an officer’s employment agreement. If an officer’s employment with the Company terminates for any other reason, all unvested shares of restricted stock are immediately forfeited. All shares of restricted stock become 100% vested upon a change of control of the Company. In accordance with the terms of the officers’ respective employment agreements, all unvested options will automatically vest in the event an officer’s employment is terminated without cause, the officer terminates employment for “good reason,” or the Company chooses to not extend the term of an officer’s employment agreement. In such circumstances, the vested options remain outstanding until the earlier of (i) one year after the termination of employment or (ii) the original expiration date of the options. If an officer’s employment with the Company terminates for any other reason, all unvested options are immediately forfeited. The options become 100% vested upon a change of control. It is our standard practice to grant options with an exercise price equal to the closing price of our common stock on the date of grant. The non-qualified stock options granted to executive officers and other employees on May 26, 2009 have a seven-year term and an exercise price of $2.82, which was the closing price of our common stock on such date.

     Issuance of Performance Units under the Management Incentive Plan. In 2006, as contemplated by our financial restructuring, we modified our long-term incentive program for key personnel to include a performance unit component to complement stock option and restricted stock awards under the Stock Incentive Plan. This component of our long term incentive program, the MIP, contains the material terms that were delineated for such plan in the Restructuring Support Agreement that we entered into with certain of our bondholders as part of the financial restructuring. The MIP was approved by the independent members of the Board of Directors and the Compensation Committee, subject to the approval of our shareholders. In August 2006, our shareholders approved the adoption of the MIP. Under the MIP, the Compensation Committee could award “performance units” to “key employees”, as determined in the sole discretion of the Compensation Committee. In September 2006, the Compensation Committee granted performance units to the Company’s senior management team at that time, including Messrs. Limeri, Roos, Robinson, Allums and Moore. In December 2007, the Compensation Committee, in light of the extension of the transition rule under Section 409A of the Internal Revenue Code of 1976, approved amendments to the outstanding 2006 MIP awards that permitted each executive to change the payment schedule for his or her vested performance units.

     Each performance unit entitles the holder, after the vesting of such performance unit, to receive on the “payment date” the “fair market value” of one share of our common stock on the payment date, subject to applicable tax withholding. The “payment dates” are established by each participant’s performance unit agreement. The Compensation Committee has determined that the “fair market value” is equal to the closing price of our common stock on the applicable payment date. Payments for vested performance units on the payment date are to be made 40% in cash and 60% in shares of common stock of the Company.

     At the time of the adoption of the MIP and in accordance with the terms of the Restructuring Support Agreement entered into with certain of our bondholders in March 2006, 40% of the performance units available for issuance under the MIP were reserved for issuance to our former Chief Executive Officer. With respect to the named executive officers listed below, the Compensation Committee determined the amount of performance units to be awarded based upon the recommendation of our former Chief Executive Officer.

     On September 29, 2006, the Compensation Committee approved the following awards of MIP performance units to our named executive officers:

Name		MIP Performance Units
Peter Limeri*			73,762
Larry Robinson			55,322
Victor Allums			55,322
Bradley Roos**			55,322
Jennifer Moore***			55,322

     Until payout, the performance units are subject to anti-dilution adjustments for certain corporate events, such as the conversions into common stock of the Company’s Series A Preferred Stock and 10% Senior Convertible Notes which occurred in 2006 and 2007. In 2006 and 2007, as a result of the conversion into common stock of the Company’s Series A Preferred Stock and 10% Convertible Notes, additional performance units accrued to our named executive officers as follows:

		Accrued
Name		Performance Units
Peter Limeri*			165,334
Larry Robinson			124,001
Victor Allums			124,001
Bradley T. Roos**			124,001
Jennifer Moore***			124,001

     One half of the performance units vested upon the grant of such performance units, and one half vested in installments equal to 1/36^th of the total number of performance units granted beginning October 17, 2006 and continuing on the 17^th day of each succeeding month such that the performance units became fully vested in March 2008.

     The following is a schedule of performance unit payouts for our named executive officers:

		Percentage of Performance		Percentage of Performance
		Units Paid &		Units Payable &
Name		Payment Dates		Future Payment Dates
Peter Limeri		50% paid on April 30, 2009, and		N/A
		50% paid on December 1, 2009
Larry Robinson		25% paid on April 30, 2008, and		25% payable on April 30, 2010
		25% paid on April 30, 2009		25% payable on April 30, 2010
Victor Allums		25% paid on April 30, 2008 and		25% payable on April 30, 2010
		25% paid on April 30, 2009		25% payable on April 30, 2011
Bradley Roos		25% paid on April 30, 2008,
		25% paid on April 30, 2009, and		N/A
		50% paid on November 9, 2009
Jennifer Moore		25% paid on April 30, 2008, and		25% payable on April 30,
		25% paid on April 30, 2009		2010, and 25% payable on or about
				May 1, 2010

     As noted above, on April 30, 2009, we settled a portion of the performance units in accordance with the various officers’ individual payout schedules. Such settlements resulted in the issuance of shares of the Company’s common stock (60% of the value of the settled performance units) and cash (40% of the value of the settled performance units) to our named executive officers, as follows:

		No. of Shares of
Name		Common Stock				Cash Payments
Peter Limeri*			71,728			$	141,547
Larry Robinson			26,898			$	53,081
Victor Allums			26,898			$	53,081
Bradley Roos**			26,898			$	53,081
Jennifer Moore***			26,898			$	53,081

The total values of the performance units were calculated based upon the closing price of our common stock on The NASDAQ Global Market on April 30, 2009 of $2.96. In addition to the April 30, 2009 settlements, in connection with the departures of Mr. Roos and Mr. Limeri from the Company, we also settled in 2009 the remaining 50% of the MIP performance units held by each of them. On November 9, 2009, Mr. Roos received 53,797 shares of common stock and a cash payment of $181,834 (based on a stock price of $5.07 per share), and on December 1, 2009, Mr. Limeri received 71,728 shares of common stock and a cash payment of $224,275 (based on a stock price of $4.69 per share).

Employment and Severance Arrangements

     We have entered into executive employment agreements with Messrs. Bahl, Lee, Robinson, Shand, and Allums, and, in 2009, entered into severance agreements with Ms. Moore and Mr. Roos. Each of these agreements is described in more detail below.

     On January 8, 2009, we entered into an executive employment agreement with Mr. Bahl, the Company’s Chief Executive Officer and President. The term of Mr. Bahl’s executive employment agreement is four years, which will automatically be extended for additional one-year periods, unless either party notifies the other in writing at least 90 days prior to the end of the original term or any additional term of its intention not to extend the agreement. Mr. Bahl’s executive employment agreement provides for an annual base salary of $600,000 (subject to increase at the discretion of the Compensation Committee) and that Mr. Bahl will be eligible for an annual target performance bonus equal to 100% of his annual base salary and a maximum performance bonus equal to 150% of his annual base salary under the Company’s Performance Bonus Plan, based on the achievement of certain performance objectives to be set by the Company’s Compensation Committee. Mr. Bahl will also be eligible to receive an additional one-time cash bonus in the aggregate amount of $1 million payable on the last regular payroll date in July 2010, subject to Mr. Bahl’s continued employment until such time. Under the terms of his executive employment agreement, Mr. Bahl received a one-time equity inducement grant of an aggregate of 296,296 non-qualified stock options and 344,445 shares of restricted stock. In addition, Mr. Bahl’s executive employment agreement contains standard non-competition and non-solicitation provisions. Mr. Bahl is also eligible to receive stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee may determine. Mr. Bahl’s executive employment agreement further provides for standard expense reimbursement, vacation time, and other standard executive benefits. Finally, the employment agreement provided Mr. Bahl with relocation benefits in an amount up to $75,000 in connection with his relocation from Irving, Texas to Atlanta, Georgia. In July 2009, the Compensation Committee revised this relocation amount due to the difficulty in selling Mr. Bahl’s home in the midst of a depressed real estate market. To assist in defraying the costs incurred by Mr. Bahl in connection with his relocation, the Compensation Committee increased Mr. Bahl’s relocation benefits to an after-tax benefit of $100,000, and, effective June 1, 2009, granted him a relocation allowance of $962 per bi-weekly pay period until the later of June 30, 2011, or the date upon which his home is sold.

     On May 26, 2009, the Company entered into an employment agreement with Mr. Lee, formerly the Company’s Controller. Mr. Lee’s executive employment agreement provides for him to serve as Chief Financial Officer and Treasurer of the Company for an initial term of one year that will automatically be extended for additional one-year periods, unless either party notifies the other in writing at least thirty days prior to the end of the original term or any additional term of its intention not to extend the agreement. Mr. Lee will receive an annual base salary of $205,000 (subject to increase at the discretion of the Compensation Committee) and will be eligible for an annual incentive bonus (target bonus equal to 50% of his annual base salary up to a maximum bonus equal to 100% of his annual base salary), based on the achievement of certain performance objectives to be set by the Company’s Compensation Committee. For calendar year 2009, Mr. Lee’s annual incentive bonus was equal to the sum of (i) a prorated bonus for the period from January 1, 2009 through May 31, 2009, based on the bonus plan that would have been applicable to Mr. Lee for 2009 (including a target bonus of $50,000 and a maximum bonus of $100,000), had he not accepted the offer to become the Company’s Chief Financial Officer, and (ii) a prorated bonus under the agreement based on the number of days that Mr. Lee was actually employed by the Company as its Chief Financial Officer during 2009 (beginning June 1, 2009). Mr. Lee will also be eligible to receive stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee may determine. In addition, Mr. Lee’s executive employment agreement contains standard non-competition and non-solicitation provisions. See “Potential Payments Upon Termination or Change of Control” below for more information regarding severance payments payable to Mr. Lee in the event of the termination of his employment.

     On November 28, 2008, we entered into an employment agreement with Mr. Robinson. Mr. Robinson’s employment agreement originally provided for him to serve as the Company’s Senior Vice President and President — Americas (though his title and role has since been changed to Senior Vice President — Audit Services — Americas) at an annual salary of $419,269 (subject to increase at the discretion of the Compensation Committee) for an initial term of one year that will automatically be extended for additional one-year periods, unless either party notifies the other in writing at least thirty days prior to the end of the original term or any additional term of its intention not to extend the agreement. Mr. Robinson was eligible to earn an annual performance bonus under the Company’s Performance Bonus Plan as described above under “Cash Bonus—2009 Performance Bonus Plan.” Mr. Robinson’s employment agreement further provides for standard expense reimbursement, vacation time, and other standard executive benefits. Under the terms of Mr. Robinson’s employment agreement, Mr. Robinson also receives the following additional compensation in connection with his assignment to Dallas, Texas:

	•		a housing allowance;
	•		a one-time relocation allowance;
	•		a payment to cover certain out of pocket medical expenses related to his assignment to the United States;
	•		reimbursement of applicable costs for a work permit/visa;
	•		an auto allowance;
	•		tax preparation assistance; and
	•		a benefit to protect him against any incremental tax liability from living in the United States as compared to Canada.

     In addition, Mr. Robinson’s employment agreement contains standard non-competition and non-solicitation provisions. Mr. Robinson is also eligible to receive stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee may determine. See “Potential Payments Upon Termination or Change of Control” below for more information regarding severance payments payable to Mr. Robinson in the event of the termination of his employment.

     On March 12, 2009, the Company entered into an employment agreement with Mr. Shand. Mr. Shand’s executive employment agreement originally provided for him to serve as Chief Innovation and Strategy Officer of the Company (though his title and role has since changed to Senior Vice President — Client Services — Americas) for an initial term of one year that will automatically be extended for additional one-year periods, unless either party notifies the

other in writing at least thirty days prior to the end of the original term or any additional term of its intention not to extend the agreement. Mr. Shand will receive an annual base salary of $300,000 (subject to increase at the discretion of the Compensation Committee) and will be eligible for an annual incentive bonus (target bonus equal to 50% of his annual base salary up to a maximum bonus equal to 100% of his annual base salary), based on the achievement of certain performance objectives to be set by the Company’s Compensation Committee. Additionally, Mr. Shand received a signing bonus in the aggregate amount of $90,000 which was subject to his continued employment through July 31, 2009. Mr. Shand will also be eligible to receive stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee or the Board of Directors of the Company or their designees, as the case may be, may determine. On the effective date of his employment agreement, Mr. Shand received an initial equity award of 20,000 shares of restricted stock which vests 50% on each of the first and third anniversaries of the date of grant subject to his continued employment through such date(s). In addition, Mr. Shand’s executive employment agreement contains standard non-competition and non-solicitation provisions. See “Potential Payments Upon Termination or Change of Control” below for more information regarding severance payments payable to Mr. Shand in the event of the termination of his employment.

     On November 28, 2008, the Company entered into an employment agreement with Mr. Victor Allums. Mr. Allums’s executive employment agreement provides for him to serve as Senior Vice President, General Counsel and Secretary of the Company for an initial term of one year that will automatically be extended for additional one-year periods, unless either party notifies the other in writing at least thirty days prior to the end of the original term or any additional term of its intention not to extend the agreement. Mr. Allums will receive an annual base salary of $240,000 (subject to increase at the discretion of the Compensation Committee) and will be eligible for an annual incentive bonus (target bonus equal to 50% of his annual base salary up to a maximum bonus equal to 100% of his annual base salary), based on the achievement of certain performance objectives to be set by the Company’s Compensation Committee. Mr. Allums will also be eligible to receive stock options, restricted stock, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans on such basis as the Compensation Committee or the Board of Directors of the Company or their designees, as the case may be, may determine. In addition, Mr. Allums’s executive employment agreement contains standard non-competition and non-solicitation provisions. See “Potential Payments Upon Termination or Change of Control” below for more information regarding severance payments payable to Mr. Allums in the event of the termination of his employment.

     On May 29, 2009, we entered into a separation agreement with Mr. Roos in connection with the termination of Mr. Roos’s employment with the Company on May 8, 2009. The separation agreement provides for the Company to make severance payments to Mr. Roos equal to his current annual salary for a period of one year from May 8, 2009. Mr. Roos was entitled to receive the bonus (subject to the achievement of certain levels of EBITDA by the Company and the Company’s Europe-Asia Pacific business), if any, that he would have received for calendar year 2009, pro-rated based on the number of days he was employed in 2009 (through May 8, 2009). The Company permitted Mr. Roos to continue medical and dental insurance coverage for himself, his spouse, and his eligible dependents for one year from May 8, 2009 on the same basis and at the same cost as if he remained employed. Mr. Roos was also entitled to vesting in full of his outstanding unvested options, restricted stock and other equity based awards that would have vested based solely on his continued employment. Additionally, all of Mr. Roos’s outstanding stock options will remain outstanding until the earlier of (a) May 8, 2010 or (b) the original expiration date of the options. Mr. Roos is also entitled to outplacement services of up to $20,000. In addition, the Company made a lump sum payment of $45,000 to Mr. Roos. Mr. Roos was entitled to continued housing and educational allowances provided for under his Employment Agreement through June 30, 2009. The Company also reimbursed Mr. Roos for the cost of returning to the United States. The one-years’ salary, pro-rated bonus, insurance continuation, equity vesting, outplacement and relocation benefits provided for in the separation agreement were all in accordance with the terms of Mr. Roos’s employment agreement with the Company. As a condition to the receipt of his severance benefits, Mr. Roos entered into a customary release agreement with the Company.

     On October 26, 2009, the Company entered into a separation agreement with Ms. Moore in connection with the termination of Ms. Moore’s employment with the Company effective October 30, 2009. The Separation Agreement provides for the Company to make severance payments to Ms. Moore equal to her current annual salary for a period of

one year from October 30, 2009. Ms. Moore is entitled to receive the bonus (subject to the achievement of certain levels of 2009 consolidated Company adjusted EBITDA established by the Compensation Committee and Ms. Moore’s performance with respect to certain individual performance objectives for 2009 established by the Compensation Committee), if any, that she would have received for calendar year 2009, pro-rated based on the number of days she was employed in 2009 (through October 30, 2009). The Company permitted Ms. Moore to continue medical, dental and vision insurance coverage for herself, her spouse, and her eligible dependents for the period of twelve months from October 30, 2009 on the same basis and at the same cost as if she remained employed, provided that such continued coverage shall terminate in the event Ms. Moore becomes eligible for any such coverage under another employer’s plans. Ms. Moore was also entitled to vesting in full of her outstanding unvested options, restricted stock and other equity based awards that would have vested based solely on her continued employment. Additionally, all of Ms. Moore’s outstanding stock options will remain outstanding until the earlier of (a) October 30, 2010 or (b) the original expiration date of the options. Ms. Moore is also entitled to outplacement services of up to $20,000. The one-years’ salary, pro-rated bonus, insurance continuation, equity vesting, outplacement and relocation benefits provided for in the separation agreement were all in accordance with the terms of Ms. Moore’s employment agreement with the Company. As a condition to the receipt of her severance benefits, Ms. Moore entered into a customary release agreement with the Company.

401(k) Plan

     We currently sponsor a 401(k) plan for all of our eligible employees. This plan (the “401(k) Plan”) is a tax-qualified retirement plan designed to meet the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. Under the 401(k) Plan, participants may elect to make pre-tax savings deferrals of from 1 percent to 60 percent of their compensation each year, subject to annual limits on such deferrals (e.g., $16,500 in 2009) imposed by the Code. Participants who attain age 50 also may elect to make certain catch-up contributions, subject to a separate annual limit on such contributions (e.g. $5,500 in 2009) imposed by the Code. New participants automatically defer 3% of their compensation unless they make a contrary election. We may also in our discretion, on an annual basis, make a matching contribution with respect to a participant’s elective deferrals and/or may make additional Company contributions. In 2009, we made matching contributions to the named executive officers that participated in the 401(k) plan, which amounts are included under the heading “All Other Compensation” in the “Summary Compensation Table” under “Executive Compensation.” The only form of benefit payment under the 401(k) Plan is a single lump-sum payment equal to the vested balance in the participant’s account. Under the 401(k) Plan, the vested portion of a participant’s accrued benefit is payable upon such employee’s termination of employment, attainment of age 59 1/2, retirement, total and permanent disability or death. Participants may also make in-service withdrawals from certain contributions under the plan for certain specified instances of hardship.

Perquisites

     We provide our named executive officers with perquisites and other personal benefits that the Company and the Compensation Committee believe are reasonable and consistent with our overall compensation program. Named executive officers who accept an assignment outside of their home country may receive certain additional perquisites, including housing assistance, relocation expenses, tax preparation expenses and tax equalization payments. In 2009, we provided these perquisites to Mr. Roos and Mr. Robinson, who each worked for at least a portion of the year outside of their respective home country. These perquisites made available to Mr. Roos and Mr. Robinson are described above under “Employment and Severance Arrangements”.

Income Deduction Limitations

     Section 162(m) of the Code generally sets a limit of $1 million on the amount of compensation that the Company may deduct for federal income tax purposes in any given year with respect to the compensation of each of our named executive officers. However, certain “performance-based” compensation that complies with the requirements of Section 162(m) is not included in the calculation of the $1 million cap. The Compensation Committee generally considers Section 162(m)’s conditions for deductibility when structuring compensation arrangements for its officers, including the

named executive officers. However, it is also true that we need flexibility to pursue our incentive and retention objectives, even if this means that a portion of executive compensation may not be deductible by the Company. Accordingly, the Compensation Committee has from time to time approved elements of compensation for certain officers that are not fully deductible, and will likely do so in the future under appropriate circumstances.

COMPENSATION COMMITTEE REPORT

     The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this proxy statement with management and, based on such review and discussion, the Compensation Committee recommends to the Board of Directors that it be included in this proxy statement.

		COMPENSATION COMMITTEE
		Patrick G. Dills, Chairman
		David A. Cole
		Philip J. Mazzilli, Jr.

     Notwithstanding anything to the contrary which is or may be set forth in any of the Company’s filings under the Securities Act of 1933 or the Exchange Act that might incorporate Company filings, including this proxy statement, in whole or in part, the preceding Compensation Committee Report shall not be incorporated by reference into any such filings.

EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid or accrued by the Company to the Chief Executive Officer, the Interim Chief Executive Officer, persons serving as Chief Financial Officer, the other three most highly paid executive officers of the Company in 2009, and certain other executive officers who departed during the last fiscal year, but whose total compensation paid during the fiscal year would have placed them among the three most highly compensated officers (collectively, the “named executive officers”).

Summary Compensation Table for 2009

																						Non-Equity
Name and																						Incentive Plan				All Other
Principal Position		Year				Salary				Bonus				Stock Awards				Option Awards				Compensation				Compensation				Total
						($)				($)				($)(1)				($)(2)				($)(3)				($)				($)
Romil Bahl,			2009				567,692				—				1,473,756				943,332				600,000				79,545				3,664,325
President and Chief Executive Officer(4)
Robert B. Lee,			2009				198,826				—				45,867				33,787				69,556				3,000				351,036
Chief Financial Officer and Treasurer(5)
Peter Limeri,			2009				123,461				20,000				—				—				—				13,327				156,788
Chief Financial Officer(6)			2008				260,000				—				328,618				77,353				174,300				3,000				843,271
			2007				220,000				—				2,540,947				—				176,000				3,000				2,939,947
Larry M. Robinson,			2009				419,269				—				93,810				69,103				160,119				117,449				859,750
Senior Vice President Audit Services —			2008				419,269				—				425,668				108,106				243,595				55,785				1,252,423
Americas (7)			2007				385,414				—				1,905,731				—				331,740				42,808				2,665,693
Victor A. Allums,			2009				240,000				20,000				53,689				39,555				106,494				3,000				462,738
Senior Vice President, General Counsel, and Secretary(8)
James R. Shand,			2009				228,461				90,000				124,524				49,446				103,044				—				595,475
Senior Vice President Client Services — Americas(9)
Bradley T. Roos,			2009				126,249				—				—				—				69,565				741,563				937,377
Executive Vice President and			2008				323,000				—				347,334				83,283				187,663				91,204				1,032,484
President — Europe(10)			2007				323,000				—				1,905,731				—				258,400				1,031,328				3,518,459
Jennifer Moore,			2009				158,577				—				42,511				31,315				60,387				220,231				513,021
Senior Vice President — Human Resources(11)
Patrick G. Dills,			2009				45,000				—				—				—				—				—				45,000
Interim Chief Executive Officer and			2008				35,000				—				—				—				—				—				35,000
President(12)

Compensation Risk Assessment

     As part of its oversight of the Company’s executive compensation program, the Compensation Committee considers the impact of the Company’s executive compensation program, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. In addition, the Company reviews all of its compensation policies and

procedures, including the incentives that they create and factors that may increase the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. The Compensation Committee believes that our compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and that the various components of the Company’s overall compensation program, taken as a whole, do not encourage excessive risk taking. This conclusion is based on, among other factors, the level of base salaries paid by the Company, the balance of short-term and long-term incentive compensation and mix of time and performance-based vesting and payment criteria, and the establishment of goals and thresholds in compensation plans and awards that are believed to be aggressive, but achievable. The Compensation Committee believes that the risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Employment Agreements

     The Company has entered into employment agreements with all of its current named executive officers, the terms of which are described under “Compensation Discussion and Analysis- Employment and Severance Agreements.”

Potential Payments Upon Termination or Change of Control

     Under the terms of the employment agreements and other arrangements with its named executive officers, the Company has agreed to make severance payments to the named executive officers upon the termination of their employment. The following table shows the estimated payments and benefits for each named executive officer under the various employment termination scenarios set forth in their respective employment agreements assuming the triggering event took place on December 31, 2009. Additionally, the arrangements with Messrs. Limeri and Roos and Ms. Moore in connection with their separation from the Company are described following the table immediately below. In accordance with SEC regulations, we do not report any amount to be provided to a named executive officer under any arrangement which does not discriminate in scope, terms, or operation in favor of our executive officers and which is available generally to all salaried employees. Notwithstanding the amounts described below, other than accrued obligations, an executive’s right to receive any payments or benefits upon termination of his employment is contingent upon the executive’s executing a separation and release agreement in a form acceptable to the Company.

						Termination without				Termination without
						Cause or Resignation				Cause or Resignation								Death, Disability or
						with Good Reason- No				with Good Reason-				Termination with				Resignation without
						Change of				Change of				Cause				Good
Name				Benefit		Control(1)(2)				Control(3)(4)				(5)				Reason(6)(7)
						($)				($)				($)				($)
Romil Bahl				Severance Payment			900,000				1,200,000				—				—
				Bonus			600,000				600,000				—				600,000
				Health Care Coverage			15,317				20,423				—				—
				Vested Options and Restricted Stock			3,508,007				3,508,007				—				481,247
				Outplacement Services			20,000				20,000				—				—
				Stay Bonus			619,820				619,820				—				—
Robert Lee				Severance Payment			205,000				307,500				—				—
				Bonus			69,556				69,556				—				69,556
				Health Care Coverage			11,364				17,047				—				—
				Vested Options and Restricted Stock			155,144				187,980				—				—
				Outplacement Services			20,000				20,000				—				—
Larry Robinson				Severance Payment			419,269				628,906				—				—
				Bonus			160,119				160,119				—				160,119
				Health Care Coverage			3,732				5,598				—				—
				Vested Options and Restricted Stock			374,800				526,226				—				—
				Outplacement Services			20,000				20,000				—				—
Victor Allums				Severance Payment			240,000				360,000				—				—
				Bonus			106,494				106,494				—				106,494
				Health Care Coverage			11,364				17,047				—				—
				Vested Options and Restricted Stock			229,521				316,203				—				—
				Outplacement Services			20,000				20,000				—				—
James Shand				Severance Payment			300,000				450,000				—				—
				Bonus			103,044				103,044				—				103,044
				Health Care Coverage			11,364				17,047				—				—
				Vested Options and Restricted Stock			332,427				332,427				—				—
				Outplacement Services			20,000				20,000				—				—

     Mr. Limeri resigned from the Company effective May 31, 2009, and therefore received upon his departure only his accrued salary and benefits, as well as $13,327 for accrued but unused paid time off.

     Ms. Moore left the Company effective October 30, 2009. Pursuant to the terms of her Separation Agreement, Ms. Moore was entitled to a severance payment of $190,000, outplacement services of $20,000, a bonus (pro-rated based on the number of days she was employed in 2009) of $60,387, and continuation of medical coverage for herself, her spouse, and eligible dependents, valued at $11,365. Ms. Moore was also entitled to unvested options, restricted stock and other equity based awards that would have vested solely based on her continued employment which represents a value of $160,399. In addition, she received $10,231 for accrued but unused paid time off.

     Mr. Roos left the Company effective May 8, 2009. Pursuant to the terms of his Separation Agreement, Mr. Roos was entitled to a severance payment of $367,998, outplacement services of $20,000, a bonus (pro-rated based on the number of days he was employed in 2009) of $69,565, continuation of medical coverage for himself, his spouse, and eligible dependents, valued at $7,319. Mr. Roos was also entitled to unvested options, restricted stock and other equity based awards that would have vested solely based on his continued employment which represents a value of $53,541. In addition Mr. Roos was paid a lump sum payment of $45,000, continuation of housing and education allowances provided for under his Employment Agreement with a value of $202,961, and also received reimbursement for the cost of returning to the United States which represents a value of $26,294.

Plan-Based Awards

     The following tables set forth certain information regarding awards made under the Company’s various incentive plans. For additional information regarding these incentive plans and awards, please see “Compensation Discussion and Analysis” above.

GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2009

																														All other				All other
																														Stock				Option
																														Awards:				Awards:				Exercise				Grant Date
																														Number				Number of				Or Base				Fair Value
																														of Shares				Securities				Price of				Of Stock
		Grant				Estimated Possible Payouts Under												Estimated Future Payouts Under												of Stock				Underlying				Option				And Option
Name		Date				Non-Equity Incentive Plan Awards(1)												Equity Incentive Plan Awards												or Units				Options				Awards				Awards(4)
						Threshold				Target				Maximum				Threshold				Target				Maximum												($/Sh)				($)
						($)				($)				($)				(#)				(#)				(#)
Romil Bahl			—				600,000				600,000				900,000				—				—				—				—				—				—				—
			5/26/09				—				—				—				—				—				—				86,556	(2)			—				—				244,088
			5/26/09				—				—				—				—				—				—				—				86,556	(3)			2.82				179,802
Robert Lee			—				51,250				102,500				205,000				—				—				—				—				—				—				—
			5/26/09				—				—				—				—				—				—				16,265	(2)			—				—				45,867
			5/26/09				—				—				—				—				—				—				—				16,265	(3)			2.82				33,787
Larry Robinson			—				104,817				209,635				419,269				—				—				—				—				—				—				—
			5/26/09				—				—				—				—				—				—				33,266	(2)			—				—				93,810
			5/26/09				—				—				—				—				—				—				—				33,266	(3)			2.82				69,103
Victor Allums			—				60,000				120,000				240,000				—				—				—				—				—				—				—
			5/26/09				—				—				—				—				—				—				19,042	(2)			—				—				53,698
			5/26/09				—				—				—				—				—				—				—				19,042	(3)			2.82				39,555
James Shand			—				75,000				150,000				300,000				—				—				—				—				—				—				—
			5/26/09				—				—				—				—				—				—				23,803	(2)			—				—				67,124
			5/26/09				—				—				—				—				—				—				—				23,803	(3)			2.82				49,446
			3/30/09				—				—				—				—				—				—				20,000	(5)			—				—				57,400
Bradley T. Roos			—				80,750				161,500				323,000				—				—				—				—				—				—				—
Jennifer Moore			—				47,500				95,000				190,000				—				—				—				—				—				—				—
			5/26/09				—				—				—				—				—				—				15,075	(2)			—				—				42,511
			5/26/09				—				—				—				—				—				—				—				15,075	(3)			2.82				31,315

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2009

		Option Awards																Stock Awards
																														Equity
																														Incentive
																														Plan
																										Equity				Awards:
																										Incentive				Market or
																										Plan Awards:				Payout
																						Market				Number of				Value of
		Number of				Number of												Number				Value of				Unearned				Unearned
		Securities				Securities												of Shares				Shares or				Shares, Units				Shares, Units
		Underlying				Underlying												or Units				Units of				or Other				or Other
		Unexercised				Unexercised				Option				Option				of Stock				Stock that				Rights that				Rights that
		Options:				Options:				Exercise				Expiration				that Have				Have Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Price				Date				Not Vested				Vested				Vested				Vested
		(#)(1)				(#)(1)				($)								(#)(2)				($)(3)				(#)(2)				($)(3)
Romil Bahl			—				111,111	(4)			3.57				01/21/2016				431,001	(8)			2,547,216				—				—
			—				185,185	(5)			3.57				01/21/2016				—				—				—				—
			—				86,556	(6)			2.82				05/26/2016				—				—				—				—
Robert Lee			6,666				3,334	(13)			13.54				09/19/2014				17,747	(9)			104,884				5,556	(9)			32,836
			1,234				2,740	(7)			9.51				09/17/2015				—				—				—				—
			—				16,265	(6)			2.82				05/26/2016				—				—				—				—
Peter Limeri			—				—				—				—				—				—				—				—
Larry Robinson			600				—				257.50				01/04/2010				46,025	(10)			272,008				25,622	(10)			151,426
			750				—				49.50				03/04/2010				—				—				—				—
			5,693				11,388	(7)			9.51				09/17/2015				—				—				—				—
			—				33,266	(6)			2.82				05/26/2016				—				—				—				—
Victor Allums			3,259				6,519	(7)			9.51				09/17/2015				28,880	(11)			170,681				14,667	(11)			86,682
			—				19,042	(7)			2.82				05/26/2016				—				—				—				—
James Shand			—				23,803	(6)			2.82				05/26/2016				43,803	(12)			258,876				—				—
Bradley T. Roos			2,000				—				184.69				02/28/2010				—				—				—				—
			1,500				—				49.50				03/04/2010				—				—				—				—
			13,159				—				9.51				05/08/2010				—				—				—				—
Jennifer Moore			750				—				49.50				03/04/2010				—				—				—				—
			7,741				—				9.51				10/30/2010				—				—				—				—
			15,075				—				2.82				10/30/2010				—				—				—				—