**SUBLEASE AGREEMENT**          **THIS SUBLEASE AGREEMENT**(this **“Sublease”)**is dated as of January 21, 2010 for referencepurposes only, by and between **O’MELVENY & MYERS LLP,**a California limited liability partnership**(“Sublandlord”)**and **RESOURCES CONNECTION INC.,**a Delaware corporation, dba RESOURCES GLOBALPROFESSIONALS **(“Subtenant”)**for premises at 7 Times Square Tower, New York, New York 10036 (the**“Building”).****RECITALS**          A. No. 1 Times Square Development LLC (“Landlord”) and Sublandlord, astenant entered into a certain Lease dated January 28, 2003, regarding the leasing of space intheBuilding. The Lease, as amended by six subsequent amendments (described in Exhibit A),isreferred to herein as the Master Lease, a copy of which is attached hereto as ExhibitA.          B. Sublandlord desires to sublease to Subtenant and Subtenant desires tosublease from Sublandlord the entire premises located on the 26th floor of theBuilding on theterms and conditions hereinafter provided.          C. Sublandlord and Subtenant are submitting this Sublease to Landlord for itsconsent pursuant to that certain Consent to Sublease Agreement (the **“Consent”)**substantiallyinthe form attached as Exhibit C. Upon the execution of the Consent by all parties, theterms ofthe Consent shall be incorporated in this Sublease by this reference.          **NOW, THEREFORE,**in consideration of the mutual covenants and agreements herein contained, andfor other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Sublandlord and Subtenant agree as follows:1. **SUBLEASED PREMISES**     Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord,approximately 27,488 rentable square feet of space, being the entirety of the 26th floorof the Building (the **“Subleased Premises”)**as more particularly described on Exhibit Battached hereto. The square footage set forth in the immediately preceding sentence shall beconclusive for purposes of this Sublease and shall not be subject to adjustment and/orremeasurement.2. **MASTER LEASE**     2.1 **Incorporation of Master Lease**     This Sublease is subject to and subordinate to the Master Lease, except as otherwise set forthin Section 15 below. All of the covenants, agreements, terms, conditions and provisions ofthe Master Lease relating to or applicable to the tenant under the Master Lease, but only insofaras such terms, conditions and provisions relate to the Subleased Premises and any related uses oroccupancy of the Building, are incorporated herein and made a part hereof with the same force andeffect as if set forth at length herein, it being understood and agreed that said provisions shallfix the rights and obligations of Subtenant with the same effect as if Subtenant were the tenantnamed in the Master Lease, except that (i) any reference to the “Landlord” in the Master Lease
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shall mean Landlord and Sublandlord, (ii) any referencein the Master Lease to “Tenant” shall meanSubtenant, and (iii) provisions of the Master Lease not applicable to the 26th Floor andthe Subleased Premises, or the use thereof or related uses of the Building, or specificallyoverridden by this Sublease, shall not be incorporated into or applicable to this Sublease. As anexample, Subtenant’s liability for the payment of Base Rent and Additional Rent shall be limited toamounts set forth in this Sublease. Similarly, the Annual HVAC Special Charge referred to inSection 1.1(b) of the Master Lease shall not apply to Subtenant. Subtenant agrees that Sublandlordshall have all of the rights and remedies of Landlord under the Master Lease relating to theSubleased Premises with respect to Subtenant as if such rights and remedies were fully set forthherein. As between Sublandlord and Subtenant, (x) the last sentence of Section 36.1(a) and thelimitations on liability in the last sentence of Section 36.1(c) of the Master Lease shall bedisregarded, it being the intent of the parties that recourse against Sublandlord not be limited bysuch two sentences, and (y) in the event of a conflict between the terms of the Master Lease andthe terms of this Sublease, the terms of this Sublease will control. The rights of Subtenant to useand occupy the Subleased Premises shall be as set forth in this Sublease and shall in no eventinclude or be deemed to include any right on the part of Sublandlord to renew, extend, expand,exercise a right of first refusal or first offer, exercise full or partial termination rights, orhold over, unless such right is specifically conferred on Subtenant hereunder. In all provisions ofthe Master Lease requiring the approval or consent of Landlord, Subtenant shall be required toobtain the approval or consent of Sublandlord hereunder except as otherwise provided herein (whichshall be given or withheld in accordance with the terms and provisions of this Sublease), and ofLandlord. Sublandlord represents that the Master Lease is the only agreement existing amongLandlord and Sublandlord with respect to the Subleased Premises and that Subtenant shall have noobligations except as provided in this Sublease and in the Master Lease.     2.2 **Sublandlord’s Limited Obligations**          Subject to the limitations set forth in this Section 2.2, (i) Sublandlord shall observe andperform for the benefit of Subtenant, the terms of the Master Lease which are necessary andrequired to give Subtenant the benefits and rights provided by this Sublease; provided that anyactions, omissions or defaults by Subtenant which impair or prevent Sublandlord’s performance ofthis commitment, shall reduce Sublandlord’s obligations accordingly hereunder, (ii) so long asSubtenant is not in default hereunder beyond applicable notice, cure and/or grace periods,Sublandlord shall not take any action that would trigger any recapture or underletting right ofLandlord with respect to the Subleased Premises; and (iii) to the extent not inconsistent with theagreements or understandings expressed in this Sublease or applicable only to the original partiesto the Master Lease, the terms, provisions, covenants and conditions of the Master Lease are herebyincorporated herein by reference and the term “Landlord” as used in the Master Lease shall refer toSublandlord hereunder, it successors and assigns. Notwithstanding any other provision of thisSublease to the contrary, including, but not limited to Section 2.1 above, Sublandlordshall have no liability by reason of: (i) any default of Landlord under the Master Lease, or (ii)any failure of Landlord to comply with its obligations under the Master Lease except as expresslyprovided herein. If Sublandlord shall fail to fulfill any obligation of Sublandlord hereunder andif such failure is caused by the failure of Landlord to comply with its obligations under theMaster Lease or arising by operation of law, Sublandlord shall have no obligation or liability byreason of such failure, this Sublease will remain in full force and effect and Subtenant willcontinue to pay Rent without any abatement,
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deduction or offset, except that if rent is abated under the Master Lease in respect of theSubleased Premises, then Rent under this Sublease shall be proportionately abated. Subtenant shallbe subrogated to the rights of Sublandlord to enforce the obligations of Landlord under the MasterLease insofar as such obligations relate to the Subleased Premises and such subrogation is nototherwise prohibited; and if such subrogation is prohibited, then at Subtenant’s written requestSublandlord will use commercially reasonable efforts to enforce the obligations of Landlord underthe Master Lease as applicable to the Subleased Premises with reasonable attention to limiting theduration and effect thereof. Without limiting the generality of the foregoing sentences, (orSublandlord’s obligation to take commercially reasonable measures as directed by Subtenant).Subtenant understands that the supplying of heat, light, water, air conditioning, electricity andother utilities, janitorial, cleaning, window washing and elevator services, the provision of anyother services, the construction or replacement of any improvements, and building maintenance andrepair are the obligations of Landlord (except as provided herein), and that Sublandlord has nocontrol with respect to the same, shall have no responsibility in connection therewith (except asotherwise expressly provided in this Sublease), and shall not be liable in any way with respect tothe failure of or interference with any of such services or facilities. Notwithstanding theforegoing, Sublandlord shall use reasonable efforts to pursue rent abatement rights under theMaster Lease that may pertain to the Subleased Premises, at Subtenant’s written direction. If, inaccordance with Subtenant’s written request, Sublandlord shall commence any proceeding or take anyother action to enforce the obligations of Landlord insofar as such obligations relate to theSubleased Premises, or if Subtenant takes any such action pursuant to this Section 2.2,Subtenant agrees to indemnify, defend (with legal counsel acceptable to Sublandlord), and holdharmless Sublandlord from and against any liabilities, costs or expenses (including attorneys’fees) which Sublandlord may incur in connection therewith or by reason thereof (excluding any suchamounts directly arising from Sublandlord’s gross negligence or willful misconduct); provided thatin no event shall Sublandlord be obligated to institute any cause of action or other proceedingswith respect to the Master Lease. In the event of any conflict between the terms of thisSection 2.2 and the terms of Section 2.1 above, the terms of this Section2.2 shall prevail. Sublandlord shall pay all rent as and when due under the Master Lease andshall pay any late charges or interest due under the Master Lease arising out of any late paymentsof rent under the Master Lease, provided such late charges or interest are actually paid bySublandlord to Landlord. Sublandlord further represents that (i) the Master Lease is in full forceand effect and that Sublandlord is not in default thereunder and (ii) a true, correct and (exceptfor the strikeouts as set forth in the redacted version of the Master Lease attached as Exhibit A)complete copy of the Master Lease is attached as Exhibit A.     2.3 **Adherence To Master Lease**          Except as otherwise expressly set forth herein, Subtenant hereby covenants and agrees (a) toperform and observe all of the agreements, covenants, terms, conditions and provisions of theMaster Lease with respect to the Subleased Premises (and the Building and common areas, to theextent applicable) to the extent that the same are not modified or amended by this Sublease, (b) torecognize and to accept all of Sublandlord’s rights and remedies with respect to the SubleasedPremises and the Building as set forth in the Master Lease and the limitations of Sublandlord’sobligations with respect thereto as set forth in Section 2.2 above, (c) that it shall notdo or suffer or permit anything to be done which would constitute a default under the Master Leasewith respect to the Subleased Premises (and the Building and common areas, to
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the extent applicable) (including, without limitation, any act or omission which with the passageof time or the giving of notice, or both, would constitute a default under the Master Lease), and(d) that notwithstanding any other provision of this Sublease to the contrary, any act or omissionwhich would constitute a default under the Master Lease with respect to the Subleased Premises(including, without limitation, any act or omission which with the passage of time or the giving ofnotice, or both, would constitute a default under the Master Lease with respect to the SubleasedPremises) shall constitute a default hereunder.     2.4 **HVAC**          If Subtenant desires to utilize HVAC outside of the standard HVAC hours described in theMaster Lease, Subtenant shall notify Landlord directly of such request in accordance with the termsand provisions of the Master Lease. Subtenant shall pay for such after-hours HVAC service at therate that Landlord charges for such service in accordance with the Master Lease. Sublandlord willendeavor to establish a direct billing relationship between Landlord and Subtenant with respect toafter-hours HVAC services. If Master Landlord bills Subtenant directly for such after-hours HVAC,Subtenant shall pay such bill to Master Landlord in accordance with the terms and provisions of theMaster Lease. As a matter of information, Building HVAC hours are currently 8:00 am through 8:00pm, Monday — Friday; however, the foregoing hours are not being guaranteed by Sublandlord.     2.5 **ELECTRICAL**          Electricity shall be provided to the Subleased Premises by way of direct meter, the cost ofwhich shall be borne by Subtenant. Section 10.2 of the Master Lease covers the provision ofelectricity and Subtenant shall pay all of such charges directly to the Electricity Provider (asdefined in the Master Lease).3. **TERM**     3.1 **Initial Term**          The term of this Sublease (the “**Term**”) shall commence on April 15, 2010 (the **“CommencementDate”)**upon delivery to Subtenant of the Subleased Premises no later than such date, vacant,broom-clean, and free of tenancies or occupancies, in accordance with the requirements of Section 7and subject to the requirements of Section 5. Sublandlord and Subtenant shall confirm theCommencement Date and Base Rent dates under Section 4.3(a) in writing upon Sublandlord’s deliveryof the Subleased Premises in accordance with this Section 3 (“Commencement Date Notice”). Except asspecifically provided in this Sublease, there are no conditions to Subtenant’s obligation to acceptthe Premises in their “AS IS” condition on the Commencement Date. The Term shall expire as to theentirety of the Subleased Premises at 5:00 p.m. on March 31, 2019, unless sooner terminated underArticle 13.     3.2 **Renewal Option**          Upon written notice to Sublandlord delivered on or before March 31, 2018 (but no earlierthan January 1, 2018) (“Sublease Extension Notice”), Subtenant shall have
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the right to extend the Term through the remainder of the Master Lease term. The foregoingoption, however, shall be subordinate to Sublandlord’s right to recapture the Subleased premises(“Sublandlord’s Recapture”) for its own use or interest, which use or interest shall include,without limitation, occupancy by Sublandlord or early termination of the Master Lease with respectto the Subleased Premises. Within 60 days following receipt of the Sublease Extension Notice,Sublandlord shall advise Subtenant in writing of its exercise or waiver of Sublandlord’s Recapture,which Recapture would be effective on April 1, 2019. Sublandlord’s failure to give such noticeshall be deemed Sublandlord’s exercise of Sublandlord’s Recapture. If Sublandlord’s Recapture iswaived, then the rent for the renewal term shall be determined in accordance with Sections 33.2(a-c), 33.3 and 33.4 of the Master Lease. In order to exercise the foregoing option, Subtenant mustsatisfy the conditions in Section 33.1(b)(i) and (ii) of the Master Lease.4. RENT     4.1 **Definitions**          For purposes of this Sublease, the following terms shall have the meanings set forthbelow:          **(a)** “Additional Rent” shall mean the sums payable pursuant to Section 4.4below.          **(b)** “Base Rent” shall mean the sums payable pursuant to Section 4.3 below.          **(c)** “Rent” shall mean, collectively, Base Rent, Additional Rent and Othercharges.     4.2 **Rent Payments**               Subject to the rent abatement provided in Section 4.6 below,commencing on the Commencement Date, Base Rent shall be payable to Sublandlord in advance in equalmonthly installments on the first day of each calendar month during the Term without any offset ordeduction whatsoever, unless otherwise expressly provided in this Sublease. All Rent shall bepayable in lawful money of the United States, by regular bank check of Subtenant or by automaticdeposit, to Sublandlord at the address stated herein or to such other persons or at such otherplaces as Sublandlord may designate in writing. Base Rent for the first and last calendar monthsfor which Rent is payable hereunder, if less than a full month, shall be prorated on the basis ofthe actual number of days in the month.     4.3 **Base Rent**          **(a)** Base Rent for the Subleased Premises shall be as set forth below(collectively, “**Base Rent**”):
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         Months Base Rent/RSF/YR Base Rent/Month         CommencementDate - 1/31/2015 $58  $132,858.67          2/1/2015 - 3/31/2019 $63  $144,312.00 The specific dates shall be specified in the Commencement Date Notice delivered under Section3 hereof.          **(b)** For purposes of the calculation of Additional Rent described in Section 4.4 below andwith reference to Article 7 of the Master Lease and the Third Amendment to the MasterLease, “[Sub]Tenant’s Share of Taxes and [Sub]Tenant’s Share of Operating Expenses” on theSubleased Premises shall be 2.19% and 2.28% respectively. The foregoing percentages have beencalculated by Landlord comparing the Subleased Premises to the Building as a whole.     4.4 **Additional Rent**          Subtenant shall pay to Sublandlord as Additional Rent its share (as set forth in SectionSection 4.3(b) above) of the amount by which (i) amounts payable by Sublandlord toLandlord pursuant to Article 7 of the Master Lease in respect of Taxes and Operating Expenses,exceed (ii) applicable amounts for each such category payable by Sublandlord to Landlord underArticle 7 of the Master Lease for the calendar year ending December 31, 2010, with such payments tocommence January 1, 2011. Subtenant understands that the term “Taxes” includes “Payment in Lieu ofTaxes” known as “PILOT.” Subtenant shall also pay (x) the share of BID Taxes applicable to theSubleased Premises and (y) any Theater Surcharge or Percentage Rent as applicable to the26th floor under the Master Lease. Sublandlord shall invoice Subtenant periodically forsuch Additional Rent, which invoices will be based upon Landlord’s calculation or estimate of suchcharges in the applicable year (EXCEPT AS SET FORTH BELOW), and Subtenant shall pay such AdditionalRent to Sublandlord within 30 days after Subtenant’s receipt of an invoice therefor. SuchAdditional Rent, together with any and all other amounts payable by Subtenant to Sublandlordpursuant to the terms of this Sublease, shall be hereinafter referred to as the “Additional Rent.”Additional Rent charges shall also be subject to annual reconciliation as determined by Landlordunder the Master Lease, and Subtenant understands that such Reconciliation for the final year ofthe Sublease may not be available until after the expiration of the Term. Subtenant shall promptlypay to Sublandlord any underpayment identified by the post-Term Reconciliation and Sublandlordshall promptly refund to Subtenant any overpayment identified by the post-Term Reconciliation, evenif the applicable Reconciliation occurs after the expiration of the Term. The foregoing obligationshall survive the termination of this Sublease. It is the intent of the parties with respect toAdditional Rent, that Sublandlord shall not profit from the pass through, but shall ratherreconcile all pass throughs on an annual basis based on the Reconciliation which Sublandlord isprovided by Landlord under the Master Lease. Upon written request from Subtenant from time to time,Sublandlord shall provide any applicable documentation delivered by Landlord to Sublandlord, whichevidences such Additional Rent.
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     4.5 **Other Charges**          If, pursuant to any provisions of the Master Lease or this Sublease, any payments for anyother rent under the Master Lease or for services or other charges allocable in whole or in part tothe Subleased Premises shall be payable because of services ordered by Subtenant, activitiesundertaken by or on behalf of Subtenant, Subtenant’s use or occupancy of the Subleased Premises orSubtenant’s default under the Master Lease or hereunder, then Subtenant shall promptly pay toSublandlord or Landlord, as appropriate, all such payments or other charges within 30 days ofSubtenant’s receipt of an invoice therefore. All such charges described in this Section 4.5shall be considered “Rent” hereunder until paid to Landlordor Sublandlord, as the case may be.     4.6 **Rent Abatement**          So long as Subtenant is not in default hereunder following applicable notice, cure and/orgrace periods, Sublandlord shall abate the Base Rent for the month of June in each of the years2010, 2011, 2012, 2013 and 2014, equal to an aggregate five month period.     4.7 **Limited Audit Right**          Subtenant shall have no audit rights with respect to any Additional Rent or Other Chargesassessed in this Sublease, except as necessary to confirm that Landlord’s annual reconciliationmatches what Subtenant actually paid under this Section 4. Notwithstanding the foregoing,Sublandlord shall cooperate with Subtenant in pursuing reasonable limited inquiries of Landlord andnegotiating in good faith to resolve any disputed items.5. **CONDITIONS PRECEDENT**          The effectiveness of this Sublease and each party’s obligations hereunder are subject to theconsent of Landlord pursuant to the Master Lease, and Landlord’s delivery of the Non-DisturbanceAgreement provided for in Section 14.12 of the Master Lease. The provisions of this section areintended to be an express provision to the contrary within the meaning of Section 223-a of the NewYork Real Property Law or any successor legal requirement. Landlord’s consent to this Sublease isan express condition to Sublandlord’ s obligation to deliver the Subleased Premises to Subtenant,and Sublandlord agrees to use its good faith diligent efforts to obtain such consent from Landlord.6. **USE**          The Subleased Premises may be used for the general offices purposes permitted under the MasterLease.7. **CONDITION OF AND IMPROVEMENTS TO SUBLEASED PREMISES**     7.1 **Condition**          Except as provided in this Section 7, Sublandlord shall deliver the Subleased Premisesto Subtenant in an “AS IS/WHERE IS” condition. Subtenant agrees to accept
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possession of the Subleased Premises in its existing condition, without any obligation on the partof Sublandlord to make any alterations, decorations, installations or improvements not specificallydescribed in this Section 7. Sublandlord represents that it has not used or disposed of any“hazardous materials” (as such term is defined under federal laws) in the Subleased Premises exceptin accordance with applicable law.     7.2 **Subtenant Improvements**          The design and construction of all alterations and improvements in the Subleased Premises madeby Subtenant on or after the Commencement Date shall be undertaken in compliance with Article 4 ofthe Master Lease, at Subtenant’s sole cost and expense. Subtenant shall not make any alterations orimprovements to the Subleased Premises on or after the Commencement Date without the prior writtenconsent of Landlord and Sublandlord, which consent (subject to the additional limitations below)shall be given or denied in accordance with the Master Lease; provided that Subtenant shall have an“Alteration Threshold” of $50,000 (as such term is defined in Section 4.1 of the Master Lease)where consent is not required as long as the alterations or improvements are not “MaterialAlterations”; and provided further that any alteration or improvement and the installation thereofby Subtenant shall comply with all applicable laws and all other applicable terms, conditions andprovisions of the Master Lease. No demising of the Subleased Premises shall be permitted whichrequires a separate entrance or which prevents floor wide circulation, nor shall Subtenant alter orfurther improve the Subleased Premises in any way that changes the perimeter office configurationor which relocates or removes any interior walls unless approved by Sublandlord in Subtenant’sinitial improvement plan (“Initial Improvement Plan”). The Initial Improvement Plan is attachedhereto as Exhibit H and is approved by Sublandlord. Sublandlord understands that Subtenant’s recentcorporate acquisition program has necessitated some adjustments to the interior and perimeteroffice configuration, and Sublandlord agrees to review changes or subsequent additional detail tothe Initial Improvement Plan with due regard for such requirements and not to unreasonablywithhold, condition or delay its consent to such proposed changes or to the final InitialImprovement Plan as a whole. Subtenant shall indemnify, defend (with legal counsel reasonablyacceptable to Sublandlord), and hold Sublandlord harmless from all liability, costs and expensesarising from the design and construction of any such Subtenant alterations and improvementsinstalled on or after the Commencement Date, including reasonable attorneys’ fees and court costs.If required under Section 12 below, Subtenant shall remove such alterations andimprovements and restore the Subleased Premises upon the expiration or termination of thisSublease.     7.3 **Code Work Requirement**          Except for Sublandlord’s Improvements in Section 7.5, if Subtenant’sconstruction of alterations or improvements in the Subleased Premises triggers a requirement forcode related upgrades to or improvements of the Subleased Premises, Sublandlord and Subtenant agreethat Subtenant shall be responsible for the additional cost of such code required upgrade orimprovements to the Subleased Premises.     7.4 **Furniture**
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          On the Commencement Date, Sublandlord shall provide Subtenant with the use of any existingfurniture in the Subleased Premises at no additional cost. Subtenant shall use such furniture inthe ordinary course of business. At the conclusion of the Term, Subtenant shall leave behind all ofsuch furniture in the Subleased Premises, reasonable wear and tear excepted given the age of thefurniture at that time. Subtenant shall repair and maintain such furniture during the Term inaccordance with reasonable commercial practices. At no time shall any of the furniture be removedfrom the Subleased Premises, Sublandlord and Subtenant shall create an itemized list of suchfurniture which shall be appended to this Sublease as Exhibit D.     7.5 **Sublandlord Improvements**          Sublandlord at its cost (not to exceed $100,000) shall contstruct a reception area inaccordance with the plan and specifications attached as Exhibit E hereto. Subtenant shall beresponsible for furnishing, wiring and otherwise improving the reception area at its cost.     7.6 **Subtenant Allowance**          Sublandlord shall provide Subtenant with an improvement allowance of $274,880 forreimbursement of Subtenant’s actual construction costs in the Subleased Premises (the “SIA”) inconnection with the Initial Improvement Plan. The SIA shall also be usable for furniture, equipmentor any soft costs to the extent Subtenant’s aggregate hard construction cost expenditures are lessthan the SIA. The SIA shall be paid by Sublandlord within thirty (30) days of receipt of a requestfor reimbursement accompanied by reasonable documentary evidence of the improvements, Subtenant’sprevious payment in full of the costs, lien free completion, lien releases (if applicable) and anyother materials reasonably required by Sublandlord. In no event shall the SIA be payable (i) ifthere is a then existing default (until such default is cured to the reasonable satisfaction ofSublandlord within the applicable notice, cure, and/or grace periods) or (ii) prior to the later ofSubtenant’s occupancy of the Subleased Premises or the completion of Subtenant’s improvements, ifany. If Sublandlord fails to pay the SIA to Subtenant in accordance with this Section 7.6,Subtenant may offset the deficiency against its Base Rent payment.
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8. **INSURANCE**     8.1 **Subtenant’s Insurance**          During the Term, Subtenant shall maintain comprehensive general liability insurance, physicaldamage insurance, comprehensive automobile insurance, builders all risk insurance, and all otherinsurance Landlord and Sublandlord may reasonably require, all in accordance with the terms,conditions and provisions of the Master Lease. Said initial requirements are set forth in ExhibitF. Subtenant shall name Sublandlord (and such other entities as are required by Landlord) as anadditional insured on each such insurance policy and shall provide Sublandlord with certificates ofinsurance certifying said coverage prior to taking possession of the Subleased Premises.     8.2 **Waiver of Claims; Waiver of Subrogation**          Whether the loss or damage is due to the negligence of either Sublandlord or Subtenant, theiragents or employees, or any other cause, Sublandlord and Subtenant do each hereby release andrelieve the other, their agents, and their employees from responsibility for, and waive theirentire claim of recovery for, any loss or damage to the real or personal property of either locatedanywhere in the Building, to the extent that such loss or damage arises out of or is incident tothe occurrence of any of the perils which are part of the required insurance coverage under theMaster Lease in effect at such time under a then existing insurance policy. Each party shall usebest efforts to cause its insurance carriers to consent to the foregoing waiver of rights ofsubrogation against the other party. Notwithstanding the foregoing, no such release shall beeffective unless the aforesaid insurance policy or policies shall expressly permit such a releaseor contain a waiver of the carrier’s right to be subrogated. In the event that any insurancecarrier denies its consent to the foregoing waiver of rights of subrogation, the affected partyshall promptly advise the other party hereto.9. **DAMAGE OR DESTRUCTION**          In the case of damage to or destruction of the Subleased Premises or other portions of theBuilding, the provisions of the Master Lease shall control, so that if the Master Lease isterminated as to the Subleased Premises, this Sublease shall also concurrently terminate, and ifrent is abated under the Master Lease as to the Subleased Premises, it shall be similarly abated asto the same area for the same period of time under this Sublease, and Subtenant shall discharge allliabilities or obligations of Sublandlord under the Master Lease as to the Subleased Premises.10. **SECURITY DEPOSIT**     10.1 **Initial Security Deposit**          Concurrently with Subtenant’s execution of this Sublease, Subtenant shall deposit withSublandlord a letter of credit in the amount of $1,062,869.33 (the **“Security Deposit”).**The letterof credit shall be in form and substance acceptable to Sublandlord in its reasonable discretion. Ifsuch letter of credit is issued for less than the entire Term, it shall be for a term of no lessthan one year and shall be renewed at least 60 days prior to its expiration. In the final
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year of the Term, such letter of credit shall be renewed for a period through two months beyond theLease Termination Date. The Security Deposit shall secure the full and complete performance of eachprovision of this Sublease to be performed by Subtenant, including, but not limited to, the paymentof Rent and all other sums required to be paid by Subtenant under this Sublease. Except as requiredin this Section, Sublandlord shall not be required to pay interest on the Security Deposit or tokeep the Security Deposit separate from Sublandlord’s own funds. If Subtenant fails to perform anyor all of Subtenant’s covenants and obligations and has not cured such non-performance within allapplicable notice, cure and or grace periods under this Sublease, Sublandlord may, but withoutobligation to do so, draw on any letter of credit to the extent required for the payment of suchnon-performance only, and otherwise retain or apply all or any portion of the Security Deposittoward the fulfillment of Subtenant’s unperformed covenants and/or obligations. If Sublandlord doesso retain or apply any portion of the Security Deposit, Subtenant shall immediately pay Sublandlordcash sufficient to restore the Security Deposit to the amount prior to such application. Upon theexpiration or sooner termination of this Sublease, after Subtenant vacates and surrenders theSubleased Premises in accordance with the terms hereof, except to the extent that Subtenant is indefault (and then only to the extent of such default), Sublandlord shall return to Subtenant anybalance of the Security Deposit not applied or retained by Sublandlord and any letter of credit,and if Subtenant remains in default, then Sublandlord may draw on any letter of credit andotherwise subtract the amount necessary to cure the default, if any, and return the balance (andthe letter of credit, if applicable) to Subtenant. If the Security Deposit at any time is cash, itshall be maintained in an interest bearing account and Subtenant shall be entitled to all interestearned thereon less the deduction for administrative expenses permitted pursuant to Section 7-103of the General Obligations Law. In the event of an assignment by Sublandlord of its interest in theMaster Lease, Sublandlord shall have the right to transfer the Security Deposit to the assignee,and Sublandlord shall thereupon be released for the return of the Security Deposit.     10.2 **Reduction**          As long as Subtenant is not in default hereunder, the Security Deposit shall be reduced inaccordance with the following schedule:           Commencement Date - September 30, 2012 = $1,062,869.33            October 1, 2012 *-* September 30, 2014 = $797,152.00            October 1, 2014 - March 31, 2019 = $531,434.69 Sublandlord, however, must specifically confirm in writing that the scheduled reduction is validprior to the actual reduction (i.e., that there is no default or conditions existing which couldlead to a default).11. **ASSIGNMENT AND SUBLETTING**     11.1 **Restrictions**          Except in strict accordance with the Assignment and Subletting terms of the Master Leaseor the Consent, Subtenant shall not assign, mortgage, pledge, hypothecate,
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encumber, or permit any lien to attach to, or otherwise transfer, this Sublease or any interesthereunder, permit any assignment or other such foregoing transfer of this Sublease or any interesthereunder by operation of law, sublet the Subleased Premises or any part thereof, or permit the useof the Subleased Premises by any persons other than Subtenant, its employees and invitees. Any suchassignment or sublease shall be subject to the consent of Landlord and Sublandlord under thestandards established in the Master Lease. No partial floor subleases shall be permitted andSubtenant understands and agrees that only one full floor sublease to an assignee or subtenantshall be permitted.          Subtenant is specifically referred to a restriction in Section 14.1 of the Master Lease asfollows: “In no event shall any permitted subtenant assign or encumber its sublease or furthersublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space orany part thereof to be used or occupied by others; provided, however, any immediatedirect permitted subtenant of Tenant subleasing at least one (1) full floor of the Premises(excluding the Lower Floor Space) (an “Authorized Subtenant”) may sublease all of itssublet space to an undertenant in accordance with, and subject to, the provisions of thisArticle 14, including, without limitation, Landlord’s rights of recapture and underlet inSection 14.3(b)(2) and (3) with respect to the further subletting, except, for the purposesof calculating Landlord’s share of net profits under Section 14.7, Landlord’s share shallbe equal to fifty percent (50%) of rents, additional charges or other consideration payable to orfor the benefit of the Authorized Subtenant under or by reason of the further sublease which is inexcess of the rents payable by such Authorized Subtenant to Tenant during the term of the furthersublease and shall otherwise be calculated in accordance with the provisions of Section14.7. Any assignment, sublease, mortgage, pledge, encumbrance, underlet, license or transfer incontravention of the provisions of this Article 14 shall be void and shall constitute adefault hereunder.”     11.2 **Permitted Transfers**          Following reasonable advance written notice and documentation delivered to Sublandlord, or ifby the terms of the transaction or requirement of applicable law, the applicable instrument ofassignment or sub-sublease is not permitted to be disclosed in advance, within ten (10) days afterthe effective date, the transfers permitted by Sections 7(b), (c), and (d) of the Consent toSublease, shall not require Sublandlord’s consent, and such transfers shall not be subject toSublandlord’s recapture or profit sharing rights, provided that (i) Subtenant obtains any requiredconsents from Landlord, (ii) there is no impairment to the Security Deposit, and (iii) suchassignee or subtenant is financially capable of meeting the remaining Sublease obligations.Sections 14.9(a) (“New Entity Transactions”) and 14.9(b) (“Space Occupants”) are expressly notapplicable to this Sublease.     11.3**Profits**          After payment to the Landlord of its share of net profits referred to in Section 11.1 above,any remaining net profits shall be shared equally between Sublandlord and Subtenant, with themethod of calculation as set forth in Article 14 of the Master Lease. Sublandlord’s calculationshall be derived from Landlord’s calculation, the details of which shall be provided to Subtenant.
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12. **NO HOLDOVERS; SURRENDER OF SUBLEASED PREMISES**     12.1 **Holdover**               Upon expiration of the term of this Sublease, whether by lapse oftime or otherwise, Subtenant shall promptly and peacefully surrender the Subleased Premises toSublandlord in the condition required under the Master Lease. Subtenant agrees that time shall beof the essence with respect to Subtenant’s obligation to surrender possession of the SubleasedPremises to Sublandlord upon the termination of the Term, and further agrees that in the eventSubtenant does not promptly surrender possession of the Subleased Premises to Sublandlord upon suchtermination, Sublandlord, in addition to any other rights and remedies Sublandlord may have againstSubtenant for such holding over, the Base Rent shall increased to 150% of the Base Rent specifiedfor the final month in Section 4.3. Sublandlord shall be entitled to bring summaryproceedings against Subtenant, and Subtenant agrees to reimburse Sublandlord for all Sublandlord’sdamages sustained by reason of such holding over.     12.2 **Restoration**The Subleased Premises shall be surrendered by Subtenant upon the expiration or earlier terminationof the Term in the condition required by the Master Lease and Section 7.2 hereof; provided thatSubtenant shall not be responsible for any such removal or restoration with respect to physicalimprovements in existence prior to the Commencement Date. In addition, Sublandlord shall notrequire the removal or restoration of anything in the Initial Improvement Plan (or any subsequentchanges or modifications thereto) unless such removal or restoration is required by Landlordpursuant to the specific terms of the Master Lease (unless Landlord has waived any such removal orrestoration rights in connection with its prior approval of such Initial Improvement Plan, or anysubsequent changes of modifications thereto), or is specifically noted in connection withSublandlord’s approval of the Initial Improvement Plan (or any subsequent changes or modificationsthereto).13. **DEFAULT**     13.1 **Events of Default**          The occurrence of any of the following shall constitute a default under this Sublease bySubtenant:          (i) Any failure by Subtenant to pay any Rent or any other charge required to bepaid pursuant to this Sublease, or any part thereof, within five (5) business days ofreceipt of written notice that the same is overdue; or          (ii) Any holdover under Article 12; or          (iii) Any failure by Subtenant to observe or perform any other provision, covenantor condition of this Sublease or the Master Lease to be observed or performed by Subtenantwith such notice and cure periods as are provided for in the
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Master Lease; or if the failure relates to a terra unique to this Sublease, then where suchfailure continues for thirty (30) calendar days after written notice thereof from eitherSublandlord or Landlord to Subtenant;          (iv) Any act or omission of Subtenant which constitutes a default under the MasterLease subject to the notice and cure periods provided thereunder.     13.2 **Remedies Upon Default**          Upon the occurrence of any default by Subtenant, Sublandlord shall have the remediesavailable to Sublandlord under this Sublease, in the Master Lease, or at law or in equity.     13.3 **[intentionally deleted]**     13.4 **Waiver of Default**          No waiver by Sublandlord or Subtenant of any violation or breach of any of the terms,provisions and covenants herein contained shall be deemed or construed to constitute a waiver ofany other or later violation or breach of the same or any other of the terms, provisions, andcovenants herein contained. Forbearance by Sublandlord in enforcement of one or more of theremedies herein provided upon a default shall not be deemed or construed to constitute a waiver ofsuch default. The acceptance of any Rent hereunder by Sublandlord following the occurrence of anydefault, whether or not known to Sublandlord, shall not be deemed a waiver of any such default,except only a default in the payment of the Rent so accepted.14. **INDEMNITY; LIMITATION OF DAMAGES**     14.1 **Subtenant’s Indemnity**          Subtenant shall indemnify, defend (with legal counsel reasonably acceptable to Sublandlord),and hold harmless Sublandlord from and against all losses, costs, damages, expenses andliabilities, including, without limitation, reasonable attorneys’ fees and disbursements, whichSublandlord may incur or pay out (including, without limitation, to Landlord) by reason of(i) any accidents, damages or injuries to persons or property occurring by reasonof or directly related to Subtenant’s (or Subtenant’s officers’, partners’, employees’, agents’,and/or invitees’) use or occupancy of the Subleased Premises, and occurring in, on or about theSubleased Premises or the Building (unless the same shall have been caused by Sublandlord’snegligence or wrongful act), (ii) any breach or default hereunder or under the Master Lease onSubtenant’s part, (iii) any improvement or remodeling work done by Subtenant after the date hereofin or to the Subleased Premises, or (iv) any act, omission or negligence on the part of Subtenantand/or its officers, partners, employees, agents, and/or invitees, or any person claiming throughor under Subtenant in the use or operation of the Subleased Premises.
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     14.2**Sublandlord’s Indemnity**          Sublandlord shall indemnify, defend (with legal counsel selected by Subtenant), and holdharmless Subtenant from and against all losses, costs, damages, expenses and liabilities,including, without limitation, reasonable attorneys’ fees and disbursements, which Subtenant mayincur or pay out (including, without limitation, to Landlord) by reason of (i) any breach ordefault hereunder or under the Master Lease on Sublandlord’s part or (ii) any act, omission ornegligence on the part of Sublandlord and/or its officers, partners, employees, agents, and/orinvitees, or any person claiming through or under Sublandlord in the use or operation of theSubleased Permises.     14.3 **No Consequential or Punitive Damages; Survival**          Neither Sublandlord nor Subtenant shall be liable for any consequential or punitive damagessuffered by the other party hereto outside of the framework of the Master Lease. The provisions ofthis Section 14 shall survive the expiration or any earlier termination of this Sublease.     14.4 **Waiver of Subrogation**          The indemnities under Sections 14.1 and 14.2 are expressly limited by the terms of the MutualWaiver of Subrogation set forth in Article 11.6 of the Master Lease.15. **MODIFICATION OF MASTER LEASE**          Sublandlord shall have the right to modify the Master Lease in any manner without notice to orconsent from Subtenant; provided that notwithstanding the foregoing, as long as Subtenant is not indefault under this Sublease, Sublandlord shall not modify the Master Lease in any manner that wouldchange Sublandlord’s obligations or Subtenant’s rights in this Sublease, including withoutlimitation Subtenant’s right to occupy the Subleased Premises in accordance with the terms of thisSublease, monthly Base Rent, Additional Rent, the term of this Sublease, or any other term materialto Subtenant’s ongoing operations at the Premises.16. **NOTICES UNDER MASTER LEASE**     Subtenant and Sublandlord each agree to forward to the other, promptly upon receipt thereof,copies of all notices received by the other, with respect to the Subleased Premises from Landlordor from any governmental agency. Each party further agrees to forward to the other, forinformational purposes only, promptly upon delivery thereof, copies of all notices such partyprovides to Landlord with respect to the Subleased Premises.
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17. **PERFORMANCE BY SUBLANDLORD FOR SUBTENANT**          If Subtenant shall default, beyond the lapse of applicable notice and grace periods, inperformance of any of its obligations hereunder or under the Master Lease, Sublandlord at itsoption may perform such obligations and, if necessary, enter the Subleased Premises for suchpurpose. Subtenant shall pay to Sublandlord, within twenty (20) days of demand, the amount of allcosts and expenses reasonably incurred by Sublandlord in the performance of any such obligations.Any action taken by Sublandlord pursuant to this Section 17 shall not constitute a waiverof any of Sublandlord’s other rights and remedies hereunder.18. **ATTORNMENT**          Subject to the terms and conditions of any Nondisturbance Agreement with Landlord which may beobtained for Subtenant’s benefit as permitted under the Master Lease, if (a) the Master Leaseshould be terminated prior to the expiration date of this Sublease or (b) Landlord should succeedto Sublandlord’s estate in the Subleased Premises, then, at Landlord’s election, or, at the jointelection of Sublandlord and Landlord, Subtenant shall attorn to and recognize Landlord asSublandlord under this Sublease and Subtenant shall promptly execute and deliver any instrument toLandlord which Landlord may require to reasonably evidence such attornment, whereupon Sublandlordshall be released from any and all obligations and liability thereafter arising provided thatLandlord assumes all such obligations.19. **COMPLIANCE WITH LAW**          Subtenant shall not do anything or suffer anything to be done in or about the SubleasedPremises which will in any way conflict with any law, statute, ordinance or other governmentalrule, regulation or requirement now in force or which may hereafter be enacted or promulgated.20. **LATE CHARGES**          In addition to and not in limitation of any other remedies for non-payment of Rent, anypayment of Rent not received within ten (10) business days after the date it is due (for example,with respect to Base Rent, the due date is the first of the month without the requirement offurther notice) shall automatically be subject to a late charge equal to five percent (5%) of theamount owing plus reasonable attorney’s fees incurred by Sublandlord by reason of Subtenant’sfailure to pay Rent when due hereunder. Such late charge is a service charge intended to compensateSublandlord for the additional administrative and other costs and expenses it incurs by reason ofsuch late payment. Subtenant hereby agrees that such late charge represents a fair and reasonableestimate of the costs that Sublandlord will incur by reason of the late payment of Rent bySubtenant. In addition to such late charge, any Rent owing hereunder which is not paid withinthirty (30) days after the date it is due (including any grace periods hereunder or under theMaster Lease) shall bear interest from the due date until paid at a rate equal to the lesser of tenpercent (10%) per annum and the highest rate permitted by applicable law. Sublandlord shall notassess any charges under this Section 20 with respect to the first late payment in any givencalendar year; provided that if Subtenant thereafter still fails to pay either (i) such firstamount within ten (10) days after subsequent written notice from Sublandlord thereof or (ii) any
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subsequent amounts owed as required under this Sublease, then in either event, the charges may beassessed.21. **BROKERS**          Sublandlord and Subtenant each represents and warrants to the other that no broker or finderhas been consulted or engaged with regard to this Sublease or the subleasing by Sublandlord of theSubleased Premises except for PBS Realty Advisors LLC and Jones Lang LaSalle Americas, Inc.,(collectively, the “**Brokers**”) and that no commissions shall be due and owing as a result of thisSublease except for commissions payable to the Brokers. Sublandlord shall pay all commissions owingto the Brokers in respect of this Sublease pursuant to a separate agreement. Sublandlord agrees toindemnify, defend and save Subtenant harmless from and against any and all claims, fees orcommissions from anyone else with whom it has dealt in connection with the Subleased Premises orthis Sublease, including the Brokers. Subtenant agrees to indemnify, defend and Sublandlordharmless from and against any and all claims, fees or commissions from anyone with whom it hasdealt in connection with the Subleased Premises or this Sublease other than the Brokers.22. **BUILDING DIRECTORY; SIGNAGE**          Subtenant shall be obligated for all costs, if any, associated with directory signage in thelobby of the Building and shall work directly with Building management to pursue such signage aspermitted in the Master Lease.23. **NOTICES**          Any notice, approval, consent or election made pursuant to this Sublease or the Master Leaseshall be in writing and shall be deemed duly delivered upon receipt if delivered personally or ifmailed by registered or certified mail, return receipt requested, or by a reputable nationallyrecognized overnight carrier, addressed:   If to Sublandlord: O’Melveny & Myers LLPTimes Square Tower7 Times Square NewYork, New York 10036Attention: Office Administrator   with a copy to: O’Melveny & Myers LLP400 South Hope StreetSuite 1800Los Angeles, California 90071Attention: David W. Cartwright
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   If to Subtenant: Resources Connection Inc.17101 Armstrong AvenueIrvine, California 92614Attention: Director of Real Estate Operations   with a copy to: Resources Connection Inc.17101 Armstrong AvenueIrvine, California 92614 Attention: General Counsel   with a further copy to: Anne D. Monson, Esq.7 Shaker Mill RoadRandolph, New York 07869          Either party may, by notice as aforesaid, direct that future notices be sent to a differentaddress.24. **ENTIRE AGREEMENT**          All prior understandings and agreements between the parties with respect to the subject matterhereof are merged within this Sublease and the Master Lease. The covenants and agreements hereincontained shall bind and inure to the benefit of Sublandlord, Subtenant, and their respectivesuccessors and permitted assigns.25. **TIME OF ESSENCE**          Time is of the essence of this Sublease and each of its provisions.26. **AMENDMENT**          This Sublease may not be changed or amended orally or in any manner other than by writtenagreement signed by the parties.27. **ATTORNEYS’ FEES**          If either party commences any action to enforce any provision of this Sublease or protect itsinterest in or to the Subleased Premises, the prevailing party shall be entitled to costs andexpenses, including reasonable attorneys’ fees, incurred in such proceeding and on any appealstherefrom.28. **PARTIAL INVALIDITY**          If any provision of this Sublease or the application thereof to any person or circumstanceshall to any extent be invalid, the remainder of this Sublease or the application of such provisionto persons or circumstances other than those as to which it is held invalid shall
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not be affected thereby and each provision of this Sublease shall be valid and enforced to thefullest extent permitted by law.29. **CHOICE OF LAW**          This Sublease shall be governed by and construed in accordance with the laws of the State ofNew York.30. **INTERPRETATION**          The table of contents, captions, headings and titles, if any, in this Sublease are solely forconvenience of reference and shall not affect its interpretation. This Sublease shall be construedwithout regard to any presumption or other rule requiring construction against the party causingthis Sublease or any part thereof to be drafted. All terms and words used in this Sublease,regardless of the number or gender in which they are used, shall be deemed to include any othernumber and any other gender as the context may require. The word “person” as used in this Subleaseshall mean a natural person or persons, a partnership, a corporation or any other form of businessor legal association or entity.31. **COUNTERPARTS**          This Sublease may be executed in separate counterparts, each of which shall constitute anoriginal and all of which together shall constitute one and the same instrument. This Subleaseshall be fully executed when each party whose signature is required has signed and delivered toeach of the parties at least one counterpart, even though no single counterpart contains thesignatures of all parties hereto.32. **AUTHORITY**          Subtenant and Sublandlord each represents and warrants to the other that it has all requisitepower and authority (whether corporate, partnership or otherwise) to enter into this Sublease.33. **EFFECTIVENESS**          This Sublease shall be effective only when executed and delivered by Sublandlord and Subtenantand the conditions precedent set forth in Section 5 above have been satisfied or waived asprovided therein.34. **EXPANSION SPACE**          Anytime Sublandlord intends to sublease all or a portion of its 27th floor premises(“Offer Premises”), Sublandlord shall give Subtenant written notice of such interest at leastfifteen (15) days prior to any formal or informal listing with outside brokers. The notice shalltake the form of Exhibit G hereto (“Offer Premises Notice”) including the proposed term and rent onwhich Sublandlord intends to market the space. If Subtenant desires to add such Offer Premises tothis Sublease, Subtenant shall accept such notice within fifteen (15) days thereafter by markingand returning the Offer Premises Notice to Sublandlord. Subtenant’s failure to
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exercise the rights in the manner prescribed herein shall be deemed Subtenant’s waiver and decisionto decline the exercise. Subtenant must accept all or none of the proffered Offer Premises on theterms set forth therein or designate such economic and other material terms on which it wouldaccept the Offer Premises. Subtenant understands that the 27th floor is currently beingmarketed by Sublandlord and thus Subtenant’s expansion rights under this Section 34 shall onlyarise following the first generation of third party subleases that may be signed for such floor. Ifthe Offer Space terms are accepted, and any rights of Landlord with respect to the Offer Space arewaived, then Subtenant and Sublandlord shall promptly execute an Amendment to this Sublease.*[signatures on the following page]*
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     **IN WITNESS WHEREOF,**the parties hereto have caused this Sublease to be executed as of the dayand year first above written.             **SUBLANDLORD:** **SUBTENANT:**               **O’MELVENY & MYERS LLP,**a California limited liability partnership **RESOURCES CONNECTION INC.**a Delaware limited liability company