Exhibit 10.19





Exhibit 10.19




RESOURCES CONNECTION, INC.




EXECUTIVE INCENTIVE PLAN




FY 2011




I. PARTICIPANTS AND INCENTIVE AWARD OPPORTUNITY



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	INCENTIVE AWARD OPPORTUNITY	 
	 	 	 	 	TARGET	 	 	MAXIMUM	 
	NAME	 	POSITION	 	(% of weighted measure)	 	 	(% of base salary)	 
	Don Murray
	 	Executive Chairman and Chief Executive Officer	 	 	100	%	 	 	225	%
	Tony Cherbak
	 	President and Chief Operating Officer	 	 	75	%	 	 	150	%
	Nate Franke
	 	EVP and CFO	 	 	75	%	 	 	150	%
	Kate Duchene
	 	EVP and CLO	 	 	75	%	 	 	150	%






II. PERFORMANCE MEASURES AND WEIGHTS



	 	 	 	 	 
	QUANTITATIVE MEASURES	 	WEIGHT
	Revenue (Growth)
	 	 	30% (22.5% @ 75%)	
	Adjusted EBIDTA (Growth)
	 	 	30% (22.5% @ 75%)	
	 	 	 	 	 
	QUALITATIVE MEASURES	 	WEIGHT
	Key Team Objectives
	 	 	20-40%	






III. DEFINITIONS




Revenue, as a quantitative measure, is defined as that reported in the company’s press
release announcing reported year-end financials, using accounting principles consistent
from year to year.




Adjusted EBIDTA, as a quantitative measure, is defined as EBITDA adjusted for stock
compensation, contingent consideration adjustments, and acquisition costs (if any) or
any additional items deemed appropriate by the Committee and as approved by the
Committee.


 












 






Key team objectives, as a qualitative measure, include the consideration of some or all
of the following: return on investment, gross margin results and management, client
continuity, cash flow, employee retention, strategic business model expansion,
performance as a team, communication of and reinforcement of the Company’s culture,
development of service offerings, and other individual or departmental goals.



PERFORMANCE LEVELS




	 	•	 	Plan Activation: In order to activate the plan for any quantitative performance
measure, revenue must equal or exceed 75% of the Board approved target for the
year. Once the revenue threshold has been achieved, each of the quantitative
performance measures operates independently.







	 	•	 	Performance Threshold: For quantitative performance measures threshold
performance is 75% of approved targets for the fiscal year. When threshold
performance is achieved for any of the quantitative performance measures, 30% of
the target award for that performance measure is earned.







	 	•	 	Performance Targets:







	 	i.	 	For quantitative performance measures of revenue
and adjusted EBIDTA, as approved by the Compensation Committee for the
fiscal year. When target performance is achieved for any of the
quantitative performance measures, 100% of the target award for that
performance measure is earned.







	 	ii.	 	For qualitative performance measures, the target
performance will be measured by the results of the team in implementing
and executing on agreed business objectives, successful communication of
the same, and enforcement and training of the Company’s culture.







	 	•	 	Above Expectations: When 140% of Board approved target is achieved for any of
the quantitative measures, the 225% of the target incentive award for that
performance measure will be earned by Mr. Murray and 200% of the target incentive
award will be earned by Ms. Duchene, Mr. Cherbak and Mr. Franke.







	 	•	 	Interpolation: Straight-line interpolation is used to determine incentive
awards between threshold and target, and target and above expectations performance.







	 	•	 	Qualitative Awards: A discretionary award may be approved by the Committee
regardless of the performance results achieved on the quantitative performance
measures up to 40% of the maximum incentive award opportunity.




 


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IV. PLAN METHODOLOGY




Any cash payout under the Plan is the sum of three calculations: a revenue component;
an adjusted EBIDTA component and a discretionary component. The components operate
independently.



V. PLAN ADMINISTRATION




	 	•	 	The Compensation Committee is responsible for overseeing the administration of
the plan including certifying the performance results and determining the actual
incentive award for the CEO. The Committee has the authority to interpret the plan
and make appropriate adjustments in the operation of the plan to better reflect
performance results of the organization.







	 	•	 	The CEO recommends the discretionary awards for the other participants, which
are reviewed and approved by the Committee.







	 	•	 	Incentive awards will be paid as soon as practical after the company’s press
release announcing reported year-end financials for the fiscal year have been
determined for the fiscal year.




 


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