2004 Performance Incentive Plan Nonqualified Stock Option Agreement(Netherlands)



 Exhibit 10.23 
  
 RESOURCES CONNECTION, INC. 
 2004 PERFORMANCE INCENTIVE PLAN 
 NONQUALIFIED STOCK OPTION AGREEMENT (NETHERLANDS) 

 
 THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option
Agreement”) dated, by and between Resources Connection, Inc., a Delaware corporation (the “Corporation”), and (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted
by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below. 
  

			
	Number of Shares of Common Stock:1	 	Award Date:
		
	Exercise Price per Share:1	 	Expiration Date:1,2 ten years from Award
Date
		
	Vesting1,2	 	 

  
 The Option is granted
under the Resources Connection, Inc. 2004 Performance Incentive Plan (the “Plan”) and subject to the Terms and Conditions of Nonqualified Stock Option (the “Terms”) attached to this Option Agreement (incorporated
herein by this reference) and to the Plan. The Option has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. Capitalized terms are defined in the Plan if not
defined herein. The parties agree to the terms of the Option set forth herein. The Grantee acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for the Plan. 
  

					
	 “GRANTEE”
	 	 	 	 RESOURCES CONNECTION, INC.
 a Delaware
corporation

	  

	 	 	 	 
	 Signature
	 	By:	 	 /s/ Kate W. Duchene


	 	 	Print Name:	 	Kate W. Duchene
	 	 	Title:	 	Chief Legal Officer and EVP of Human Relations

  
 CONSENT OF SPOUSE

  
 In consideration of the Corporation’s execution of
this Option Agreement, the undersigned spouse of the Grantee agrees to be bound by all of the terms and provisions hereof and of the Plan. 
  

			
	  

 Signature of Spouse
	 	  

 Date




	1	Subject to adjustment under Section 7.1 of the Plan. 


	2	Subject to early adjustment under Section 4 of the Terms and Section 7.4 of the Plan. 








 TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION 
  

	1.	Vesting; Limits on Exercise; Incentive Stock Option Status. 

  
 The Option shall vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the cover
page of this Option Agreement. The Option may be exercised only to the extent the Option is vested and exercisable. 
  

	•	 	Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised),
and such right shall continue, until the expiration or earlier termination of the Option. 

  

	•	 	No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated. 

  

	•	 	Minimum Exercise. No fewer than 1001
shares of Common Stock may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option. 

  

	•	 	Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.


  

	2.	Continuance of Employment/Service Required; No Employment/Service Commitment. 

  
 The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the
vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any
proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or under the Plan. 
  
 Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the
Corporation or any of its Subsidiaries, affects the Grantee’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Grantee any right to remain employed by or in service to the
Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the
Grantee’s other compensation. 
  

	3.	Method of Exercise of Option. 

  
 The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to
such administrative exercise procedures as the Administrator may implement from time to time) of: 
  

	•	 	a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the
Administrator may require from time to time, 









	•	 	payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable
laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise
date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise;


  

	•	 	any written statements or agreements required pursuant to Section 8.1 of the Plan; and 

  

	•	 	satisfaction of the tax withholding provisions of Section 8.5 of the Plan. 

  
 The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the
Administrator. 
  

	4.	Early Termination of Option. 

  
 4.1 Possible Termination of Option upon Change in Control. The Option is subject to termination in connection with a Change in Control Event or
certain similar reorganization events as provided in Section 7.4 of the Plan. 
  
 4.2 Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases
to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the
Grantee’s “Severance Date”): 
  

	•	 	other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or
portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period
following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; 

  

	•	 	if the termination of the Grantee’s employment or services is the result of the Grantee’s death, Total Disability (as defined below), or Retirement (as defined below),
then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the
Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day
of the 12-month period; 









	•	 	if the Grantee voluntarily terminates his or her employment or services (other than due to the Grantee’s death, Total Disability or Retirement), then (a) the Grantee will have
until the date that is 30 days after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for
the 30-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 30-day period; 

  

	•	 	if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on
the Severance Date. 

  
 For purposes of the Option,
“Total Disability” means a “total and permanent disability” within the meaning of Section 22(e)(3) of the Code and such other disabilities, infirmities, afflictions, or conditions as the Administrator may include.

  
 For purposes of the Option, “Cause” means any
act of theft, embezzlement, fraud, dishonesty, gross negligence, repeated failure to perform assigned duties, a breach of fiduciary duty to the Corporation or a breach of or deliberate disregard of the applicable law or policy of the Corporation or
any of its Subsidiaries in any material respect, the unauthorized disclosure of any trade secrets or confidential information of the Corporation, unfair competition with the Corporation, inducement of any customer of the Corporation to break any
contract with the Corporation, or inducement of any principal for whom the Corporation acts as agent to terminate such agency relationship. For purposes of the Option, a termination of employment or services for Cause shall be deemed to occur
(subject to reinstatement upon a contrary final determination by the Administrator) on the date when the Corporation or any of its Subsidiaries delivers notice to the Grantee of Cause and shall be final in all respects on the date the Grantee’s
service is terminated. For purposes of this definition, the Corporation includes any affiliate of the Corporation. 
  
 For purposes of the Option, “Retirement” means retirement with the consent of the Corporation or any of its Subsidiaries from active
service as an employee or officer of the Corporation or any of its Subsidiaries on or after attaining (a) age 55 with ten or more years of employment with the Corporation or any of its Subsidiaries, or (b) age 65. 
  
 In all events the Option is subject to earlier termination on the Expiration
Date of the Option or as contemplated by Section 4.1. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement. 
  

	5.	Non-Transferability. 

  
 The Option and any other rights of the Grantee under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as
set forth in Section 5.7 of the Plan. 








	6.	Securities Law Issues. 

  
 Unless (part of) the Option is exercised on the Expiration Date of the Option or within a period of five business days in advance of the Expiration Date
of the Option (the “Exercise Date”), the Participant is not permitted to exercise (part of) the Option while the Participant is in possession of material non-public information about the Corporation which would affect the value of
the Shares if made public (voorwetenschap), as defined in article 46(2) of the Netherlands Securities Act (Wet toezicht effectenverkeer 1995 or the “Wte 1995”). 
  
 Unless the Shares acquired upon exercise of the Option will be sold on the
Exercise Date - which intention the Participant will report to the Corporation in writing two months before the Exercise Date - the Participant is not permitted to sell the Shares acquired upon such exercise while the Participant is in possession of
material non-public information about the Corporation which would affect the value of the Shares if made public (voorwetenschap), as defined in article 46(2) of the Wte 1995. 
  

	7.	Submission of personal data. 

  
 The Participant herewith gives consent to his/her employer, Resources Global Professionals B.V., to submit his/her personal data to the Corporation.

  

	8.	Notices. 

  
 Any notice to be given under the terms of this Option Agreement shall be in writing and addressed to the Corporation at its principal office to the
attention of the Secretary, and to the Grantee at the address last reflected on the Corporation’s payroll records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be delivered in
person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United
States Government. Any such notice shall be given only when received, but if the Grantee is no longer employed by the Corporation or a Subsidiary, shall be deemed to have been duly given five business days after the date mailed in accordance with
the foregoing provisions of this Section 6. 
  

	9.	Plan. 

  
 The Option and all rights of the Grantee under this Option Agreement are subject to, and the Grantee agrees to be bound by, all of the terms and
conditions of the Plan, incorporated herein by this reference. In the event of a conflict or inconsistency between the terms and conditions of this Option Agreement and of the Plan, the terms and conditions of the Plan shall govern. The Grantee
agrees to be bound by the terms of the Plan and this Option Agreement (including these Terms). The Grantee acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly
provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Grantee unless such rights are expressly set
forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof. 








	10.	Entire Agreement. 

  
 This Option Agreement (including these Terms) and the Plan together constitute the entire agreement and supersede all prior understandings and agreements,
written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation
may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same
provision or a waiver of any other provision hereof. 
  

	11.	Governing Law. 

  
 This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of
law principles thereunder. 
  

	12.	Effect of this Agreement. 

  
 Subject to the Corporation’s right to terminate the Option pursuant to Section 7.4 of the Plan, this Option Agreement shall be assumed by, be binding
upon and inure to the benefit of any successor or successors to the Corporation. 
  

	13.	Counterparts. 

  
 This Option Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. 
  

	14.	Section Headings. 

  
 The section headings of this Option Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.