exv10w4






EXHIBIT 10.4




AMENDED AND REVISED EMPLOYMENT AGREEMENT




     This Employment Agreement (this “Agreement”) is made as of July 17, 2008, between Karen M.
Ferguson (“Executive”) and Resources Connection, Inc. (the “Company”). It replaces and supersedes
Executive’s original employment agreement, dated April 1, 1999.



RECITALS




     WHEREAS, the Company desires to establish its right to the continued services of Executive in
the capacities described below, on the terms and conditions hereinafter set forth, and Executive is
willing to accept such employment on such terms and conditions.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the
parties agree as follows:



1. RETENTION




     The Company does hereby hire, engage, and employ Executive as an Executive Vice President and
President, North American Operations, of the Company during the Period of Employment (as defined in
Section 3), and Executive does hereby accept and agree to such hiring, engagement, and employment,
on the terms and conditions expressly set forth in this Agreement.



2. DUTIES




     (a) During the Period of Employment (as defined in Section 3), Executive shall serve the
Company in such positions fully, diligently, competently, and in conformity with the provisions of
this Agreement, directives of the Chief Executive Officer and the Board of Directors of the Company
(the “Board”), and the corporate policies of the Company as they presently exist, and as such
policies may be amended, modified, changed, or adopted during the Period of Employment, and
Executive shall have duties and authority consistent with Executive’s position as an Executive Vice
President and President, North American Operations. If requested by the Company, Executive shall
also serve as a member of the Board and any Board committees without additional compensation.



     (b) Throughout the Period of Employment, Executive shall devote her full business time,
energy, and skill to the performance of her duties for the Company, vacations and other leave
authorized under this Agreement excepted. The foregoing notwithstanding, Executive shall be
permitted to (i) engage in charitable and community affairs, and (ii) to make investments of any
character in any business or businesses and to manage such investments (but not be involved in the
day-to-day operations of any such business); provided, in each case, and in the aggregate, that
such activities do not interfere with the performance of Executive’s duties hereunder or conflict
with the provisions of Sections 14 and 15, and further provided that



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Executive shall not serve as a director of any other publicly traded entity without gaining
the consent of the Chief Executive Officer and the Corporate Governance, Nominating and
Compensation Committee of the Board prior to the commencement of such service.



     (c) Executive shall exercise due diligence and care in the performance of her duties for and
the fulfillment of her obligations to the Company under this Agreement.



     (d) During the Period of Employment, the Company shall furnish Executive with office,
secretarial and other facilities and services as are reasonably necessary or appropriate for the
performance of Executive’s duties hereunder and consistent with her position as an Executive Vice
President and President, North American Operations, of the Company.



     (e) Executive hereby represents to the Company that the execution and delivery of this
Agreement by Executive and the Company and the performance by Executive of Executive’s duties
hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or
other agreement or policy to which Executive is a party or otherwise bound.



3. PERIOD OF EMPLOYMENT




     The “Period of Employment” shall, unless sooner terminated as provided herein, be three (3)
years commencing on August 1, 2008 (the “Effective Date”) and ending with the close of business on
July 31, 2011. Notwithstanding the preceding sentence, commencing with August 1, 2010, and on
each August 1 thereafter (each an “Extension Date”), the Period of Employment shall be
automatically extended for an additional one-year period, unless the Company or Executive provides
the other party hereto sixty (60) days’ prior written notice before the next scheduled Extension
Date that the Period of Employment shall not be so extended (the “Non-Extension Notice”). The term
“Period of Employment” shall include any extension that becomes applicable pursuant to the
preceding sentence.



4. COMPENSATION




     (a) BASE SALARY. During the Period of Employment, the Company shall pay Executive,
and Executive agrees to accept from the Company, in payment for her services, a base salary of
three hundred eighteen thousand dollars ($318,000) per year (“Base Salary”), payable in accordance
with the Company’s general payroll practices in effect from time to time (but in no event less
frequently than in monthly installments). The Board shall consider not less frequently than
annually upward adjustment to Executive’s Base Salary. The determination of whether Executive’s
Base Salary will be upwardly adjusted is within the sole and absolute discretion of the Chief
Executive Officer in consultation with the Board. The Chief Executive Officer at any time or times
may, but shall have no obligation to, supplement Executive’s salary by such bonuses and/or other
special payments and benefits as the Company in its sole and absolute discretion may determine.



     (b) ANNUAL INCENTIVE COMPENSATION. During the Period of Employment, Executive shall
be entitled to participate in any annual incentive or bonus plan or plans maintained by the Company
for global senior management executives of the Company generally, in accordance with the terms,
conditions, and provisions of each such plan as the same may be changed, amended, or terminated,
from time to time in the discretion of the Board.



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     (c) EQUITY COMPENSATION. During the Period of Employment, Executive shall be eligible
to receive grants of stock options, restricted stock, stock appreciation rights, or other equity
compensation on such terms and conditions as determined from time to time in the discretion of the
Board.



          Upon (or as may be necessary to give effect to such acceleration, immediately prior to) a
Change of Control event, as such term is defined in Section 7.3 of the Company’s 2004 Performance
Incentive Plan, all of Executive’s then-outstanding and otherwise unvested outstanding equity
awards shall be deemed immediately vested, notwithstanding any other provision of the applicable
plans or award documentation to the contrary.




5. BENEFITS




     (a) HEALTH AND WELFARE. During the Period of Employment, Executive shall be entitled
to participate in all health and welfare benefit plans and programs and all retirement, deferred
compensation and similar plans and programs generally available to all other global senior
management executives of the Company as in effect from time to time, subject to any restrictions
specified in such plans and programs.



     (b) FRINGE BENEFITS. During the Period of Employment, Executive shall be entitled to
participate in all fringe benefit plans and programs generally available to all other global senior
management executives of the Company as in effect from time to time, subject to any restrictions
specified in such plans and programs.



     (c) PERSONAL TIME OFF AND OTHER LEAVE. Executive shall be entitled to such amounts of
paid personal time off and other leave, as from time to time may be allowed to the Company’s global
senior management executives generally or as approved by the Board specifically, with such personal
time off to be scheduled and taken in accordance with the Company’s standard policies applicable to
such personnel.



     (d) BUSINESS EXPENSES. During the Period of Employment, reasonable business expenses
incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the
Company in accordance with the Company’s business expense reimbursement policies as in effect from
time to time. At the latest, reimbursement shall be made on or before the last day of Executive’s
taxable year following the taxable year in which the expense was incurred. The amount of expenses
eligible for reimbursement during any taxable year of Executive shall not affect the expenses
eligible for reimbursement in any other taxable year of Executive.



     (e) AUTOMOBILE. To the extent provided to other senior officers or executives of the
Company, during the Period of Employment, Executive shall be entitled to receive an automobile
allowance or a leased automobile and reimbursement for expenses associated with the operation and
maintenance of such automobile. The Company will reimburse Executive upon presentation of vouchers
and documentation for any such operational and maintenance expenses which are consistent with the
usual accounting procedures of the Company.



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6. DEATH OR DISABILITY




     (a) DEFINITION OF PERMANENTLY DISABLED AND PERMANENT DISABILITY. For purposes of this
Agreement, the terms “Permanently Disabled” and “Permanent Disability” shall mean Executive’s
inability, because of physical or mental illness or injury, to perform substantially all of her
customary duties pursuant to this Agreement, even with a reasonable accommodation, and the
continuation of such disabled condition for a period of ninety (90) continuous days, or for not
less than one hundred eighty (180) days during any continuous twenty-four (24) month period.
Whether Executive is Permanently Disabled shall be certified to the Company by a Qualified
Physician (as hereinafter defined). The determination of the individual Qualified Physician shall
be binding and conclusive for all purposes. As used herein, the term “Qualified Physician” shall
mean any medical doctor who is licensed to practice medicine in the State of Executive’s residence.
Executive and the Company may in any instance, and in lieu of a determination by a Qualified
Physician, agree between themselves that Executive is Permanently Disabled. The terms “Permanent
Disability” and “Permanently Disabled” as used herein may have meanings different from those used
in any disability insurance policy or program maintained by Executive or the Company.



     (b) VESTING ON DEATH OR DISABILITY. Upon any termination of the Period of Employment
and Executive’s employment hereunder by reason of Executive’s death or Permanent Disability, as
defined in Section 6(a) (“Death or Disability – Definition of Permanently Disabled and Permanent
Disability”), any then-outstanding and otherwise unvested stock options, restricted stock and any
other equity or equity-based awards granted by the Company to the Executive shall thereupon
automatically be deemed vested and remain exercisable for the lesser of three years or the term of
the award, notwithstanding any other provision of this Agreement or applicable plans.



     (c) TERMINATION DUE TO DEATH OR DISABILITY. If Executive dies or becomes Permanently
Disabled during the Period of Employment, the Period of Employment and Executive’s employment shall
automatically cease and terminate as of the date of Executive’s death or the date of Permanent
Disability (which date shall be determined by the Qualified Physician or by agreement, under
Section 6(a) above, and referred to as the “Disability Date”), as the case may be. In the event of
the termination of the Period of Employment and Executive’s employment hereunder due to Executive’s
death or Permanent Disability, Executive or her estate shall be entitled to receive:



          (i) a lump sum cash payment, payable within ten (10) business days after termination of
Executive’s employment, equal to the sum of (x) any accrued but unpaid Base Salary as of the date
of Executive’s termination of employment hereunder and (y) any earned but unpaid annual incentive
compensation in respect of the most recently completed fiscal year preceding Executive’s
termination of employment hereunder (the “Earned/Unpaid Annual Bonus”); and



          (ii) a pro-rated portion of the target annual incentive compensation, if any, that Executive
would have been entitled to receive pursuant to Section 4(b) in respect of the fiscal year in which
termination of Executive’s employment occurs, based upon the percentage of such fiscal year that
shall have elapsed through the date of Executive’s termination of



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employment, payable when such annual incentive would otherwise have been payable had
Executive’s employment not terminated.



     Notwithstanding any other provision of this Agreement, following such termination of
Executive’s employment due to Executive’s death or Permanent Disability, except as set forth in
Sections 6(b) and 6(c), and except for Executive’s rights (if any) under the plans, arrangements
and programs referenced in Sections 4(b), 4(c) and 5, Executive shall have no further rights to any
compensation or other benefits under this Agreement.



     In the event Executive’s employment is terminated on account of Executive’s Permanent
Disability, she shall, so long as her Permanent Disability continues, remain eligible for all
benefits provided under any long-term disability programs of the Company in effect at the time of
such termination, subject to the terms and conditions of any such programs, as the same may be
changed, modified, or terminated for or with respect to all senior management personnel of the
Company.



7. TERMINATION BY THE COMPANY




     (a) TERMINATION FOR CAUSE. The Company may, by providing written notice to Executive,
terminate the Period of Employment and Executive’s employment hereunder for Cause at any time. The
term “Cause” for purpose of this Agreement shall mean:




	 	(i)	 	Executive’s conviction of or entrance of a plea of guilty or
nolo contendere to a felony; or
	 
	 	(ii)	 	Executive is engaging or has engaged in material fraud,
material dishonesty, or other acts of willful and continued misconduct in
connection with the business affairs of the Company; or
	 
	 	(iii)	 	Conviction of criminal theft, embezzlement, or other criminal
misappropriation of funds by Executive from the Company; or
	 
	 	(iv)	 	Executive’s continued and substantial failure to perform the
duties hereunder (other than as a result of total or partial incapacity due to
physical illness), which failure is not cured within thirty (30) days following
written notice by the Company to Executive of such failure; provided, however,
that (A) it shall not be Cause if Executive is making good faith efforts to
perform duties and (B) this provision shall not apply to any qualitative
dissatisfaction by the Company with Executive’s performance of her duties
hereunder; or
	 
	 	(v)	 	Executive’s continued breach of the provisions of Sections 14
and/or 15 of this Agreement, which breach is not cured within thirty (30) days
following written notice by the Company to Executive of such breach.





     If Executive’s employment is terminated for Cause, the termination shall take effect on the
effective date (pursuant to Section 27 (“Notices”)) of written notice of such termination to
Executive. A determination by the Board that Cause exists shall be effective only if approved at



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a Board meeting (in person or telephonic) by at least a majority of the Board (not counting
the Executive if she is then a member of the Board). The Executive is entitled to be present (with
counsel) at such meeting and respond to any basis that may be asserted as constituting Cause (a
summary of which shall be supplied to the Executive in writing at least ten (10) days before any
such meeting).



     In the event of the termination of the Period of Employment and Executive’s employment
hereunder due to a termination by the Company for Cause, then Executive shall be entitled to
receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of
Executive’s employment equal to the sum of (A) accrued but unpaid Base Salary as of the date of
termination of Executive’s employment hereunder (including any accrued but unpaid personal time
off) and (B) any Earned/Unpaid Annual Bonus in respect of the most recently completed fiscal year
preceding termination of Executive’s employment hereunder.



     Notwithstanding any other provision of this Agreement, following such termination of
Executive’s employment due to termination by the Company for Cause, except as set forth in this
Section 7(a), Executive shall have no further rights to any compensation or other benefits under
this Agreement.



     If the Company attempts to terminate Executive’s employment pursuant to this Section 7(a) and
it is ultimately determined that the Company lacked Cause, in addition to any other non-contractual
remedies Executive may have, the provisions of Section 7(b) (“Termination by the
Company-Termination Without Cause”) shall apply and Executive shall be entitled to receive the
payments called for by Section 7(b) (“Termination by the Company-Termination Without Cause”).



     (b) TERMINATION WITHOUT CAUSE. The Company may, with or without reason, terminate the
Period of Employment and Executive’s employment hereunder without Cause at any time, by providing
Executive written notice of such termination. In the event of the termination of the Period of
Employment and Executive’s employment hereunder due to a termination by the Company without Cause
(other than due to Executive’s death or Permanent Disability), then Executive shall be entitled to
receive:



          (i) a lump sum cash payment, payable within ten (10) business days after termination of
Executive’s employment equal to the sum of (A) any accrued but unpaid Base Salary as of the date of
Executive’s termination of employment hereunder (including any accrued but unpaid personal time
off), (B) the Earned/Unpaid Annual Bonus, if any, and (C) an amount equal to three and a half times
the then current Base Salary.



          (ii) any remaining unvested stock options or restricted stock shall thereupon automatically be
deemed vested and remain exercisable for the duration of the term of such award, notwithstanding
any other provision of this Agreement or applicable plans; and



          (iii) continued participation in the Company’s group health insurance plans at the Company’s
expense until the earlier of (A) the expiration of the two (2) years from the effective date of
termination or (B) Executive’s eligibility for participation in the group health plan of a
subsequent employer or entity for which Executive provides consulting services;



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provided, however, that the amount otherwise payable to Executive pursuant to Section 7(b)(i)(C)
shall be reduced by the amount of any cash severance or termination benefits paid to Executive
under any other severance plan, severance program or severance arrangement of the Company and its
affiliates (but not reduced by any other payment to Executive whatsoever, including (without
limitation) any payment by the Company or any affiliate of the Company in consideration of stock or
any other property).




     Notwithstanding any other provision of this Agreement, following such termination of
Executive’s employment due to termination by the Company without Cause, except as set forth in this
Section 7(b), Executive shall have no further rights to any compensation or other benefits under
this Agreement.



     As a condition precedent to any Company obligation to the Executive pursuant to this Section
7(b), the Executive shall, upon or promptly following her last day of employment with the Company,
provide the Company with a valid, executed, written release of claims (in the form attached hereto
as Exhibit A or such other form as modified by the Company for senior executives) and such release
shall have not been revoked by the Executive pursuant to any revocation rights afforded by
applicable law. The Company shall have no obligation to make any payment to the Executive pursuant
to Section 7(b) unless and until the release contemplated by this Section 7(b) becomes irrevocable
by the Executive in accordance with all applicable laws, rules and regulations.



8. TERMINATION BY EXECUTIVE




     (a) TERMINATION WITHOUT GOOD REASON. Executive shall have the right to terminate the
Period of Employment and Executive’s employment hereunder at any time without Good Reason (as
defined below) upon thirty (30) days prior written notice of such termination to the Company. Any
such termination by the Executive without Good Reason shall be treated for all purposes of this
Agreement as a termination by the Company for Cause and the provisions of Section 7(a) shall apply.



     (b) TERMINATION WITH GOOD REASON. The Executive may terminate the Period of
Employment and resign from employment hereunder for “Good Reason”:




	 	(i)	 	if the Company requires Executive to relocate her principal
office to a location outside of the New York metropolitan area, without
Executive’s consent; or
	 
	 	(ii)	 	if the Company fails to provide Executive with the compensation
and benefits called for by this Agreement; or
	 
	 	(iii)	 	if the Company materially diminishes Executive’s authority,
duties, responsibilities, or
	 
	 	(iv)	 	if the Company materially breaches any provision of this
Agreement;




provided, however, that none of the events described in Subsection 8(b)(ii), 8(b)(iii) or 8(b)(iv)
shall constitute Good Reason unless Executive shall have notified the Company in writing


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describing the event(s) which constitute Good Reason within sixty (60) days of the initial
existence of such event(s) and then only if the Company shall have failed to cure such event within
thirty (30) days after the Company’s receipt of such written notice; and provided, further, that in
all events the termination of the Executive’s employment with the Corporation shall not constitute
a termination for Good Reason unless such termination occurs not more than one (1) year following
the initial existence of the event(s) claimed to constitute Good Reason.




     Any such termination by Executive for Good Reason shall be treated for all purposes of this
Agreement as a termination by the Company without Cause and the provisions of Section 7(b) shall
apply; provided, however, that if Executive attempts to resign for Good Reason pursuant to this
Section 8(b) and it is ultimately determined that Good Reason did not exist, Executive shall be
deemed to have resigned from employment without Good Reason and the provisions of Section 8(a)
(“Termination Without Good Reason”) and, by reference therein, the provisions of Section 7(a)
(“Termination For Cause”), shall apply.



9. EXCLUSIVE REMEDY




     Executive agrees that the payments contemplated by this Agreement shall constitute the
exclusive and sole contract remedy for any termination of her employment and Executive covenants
not to assert or pursue any other contractual remedies, at law or in equity, with respect to any
termination of employment.



10. EXPIRATION OF PERIOD OF EMPLOYMENT




     (a) ELECTION NOT TO EXTEND PERIOD OF EMPLOYMENT. If either party elects not to extend
the Period of Employment pursuant to Section 3, unless Executive’s employment is earlier terminated
pursuant to Sections 6, 7 or 8, termination of Executive’s employment hereunder shall be deemed to
occur on the close of business on the day immediately preceding the anniversary of the next
Extension Date following the delivery of the Non-Extension Notice pursuant to Section 3. If the
Company elects not to extend the Period of Employment, Executive’s termination will be treated for
all purposes under this Agreement as a termination by the Company without Cause under Section 7(b);
provided, however, that the applicable lump sum payment due pursuant to a non-renewal shall be two
times Executive’s then current Base Salary only. If Executive elects not to extend the Period of
Employment, Executive’s termination will be treated for all purposes under this Agreement as a
termination by Executive without Good Reason under Section 8(a).



     (b) CONTINUED EMPLOYMENT BEYOND EXPIRATION OF PERIOD OF EMPLOYMENT. If either party
elects not to extend the Period of Employment pursuant to Section 3, but the parties want to
continue Executive’s employment without a written contract, such continued employment will be at
will and shall not be deemed to extend any of the provisions of this Agreement. At such time,
Executive’s employment may thereafter be terminated at will by either Executive or the Company;
provided, however, that the provisions of Sections 14, 15 and 16 shall survive any termination of
this Agreement or Executive’s termination of employment hereunder.



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11. GROSS-UP




     Notwithstanding any other provision of this Agreement, if and to the extent any payment made
under this Agreement, either alone or in conjunction with other payments Executive has the right to
receive either directly or indirectly from the Company, would constitute an “excess parachute
payment” under Section 280G of the Internal Revenue Code of 1986, as amended, then Executive shall
be entitled to receive an excise tax gross-up payment in accordance with Appendix A.



12. CONSISTENT TREATMENT




     If compensation or benefits plans, programs or arrangements are offered to other senior
executives of the Company, the Executive shall have the right to participate in such plans,
programs and arrangement on a basis not less favorable to the Executive than the terms and
conditions of such plans, programs and arrangements generally applicable to the other senior
executives of the Company.



13. MEANS AND EFFECT OF TERMINATION




     Any termination of Executive’s employment under this Agreement shall be communicated by
written notice of termination from the terminating party to the other party. The notice of
termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the
termination and shall set forth in reasonable detail the facts and circumstances alleged to provide
a basis for termination, if any such basis is required by the applicable provision(s) of this
Agreement.



14. RESTRICTIVE COVENANTS




     Executive acknowledges and recognizes the highly competitive nature of the businesses of the
Company and its affiliates and accordingly agrees as follows:



     (a) During the period of Executive’s employment by the Company, Executive will not, directly
or indirectly, (i) engage in any business for Executive’s own account that competes with the
business of the Company or its affiliates (including, without limitation, businesses which the
Company or its affiliates have specific plans to conduct in the future and as to which Executive is
aware of such planning), (ii) enter the employ of, or render any services to, any person engaged in
any business that competes with the business of the Company or its affiliates, (iii) acquire a
financial interest in any person engaged in any business that competes with the business of the
Company or its affiliates, directly or indirectly, as an individual, partner, shareholder, officer,
director, principal, agent, trustee or consultant. During the period of Executive’s employment by
the Company and for a period of two years thereafter (the “Restricted Period”), Executive will not,
directly or indirectly, interfere with business relationships (whether formed before or after the
date of this Agreement) between the Company or any of its affiliates and customers, suppliers,
partners, members or investors of the Company or its affiliates.



     (b) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or
indirectly, own, solely as an investment, securities of any person engaged in the



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business of the Company or its affiliates which are publicly traded on a national or regional
stock exchange or on an over-the-counter market if Executive (i) is not a controlling person of, or
a member of a group which controls, such person and (ii) does not, directly or indirectly, own five
percent (5%) or more of any class of securities of such person.



     (c) During the Restricted Period, Executive will not, directly or indirectly, (i) solicit or
encourage any employee of the Company or its affiliates to leave the employment of the Company or
its affiliates.



     (d) During the Restricted Period, Executive will not, directly or indirectly, solicit or
encourage to cease to work with the Company or its affiliates any consultant then under contract
with the Company or its affiliates.



     (e) It is expressly understood and agreed that although Executive and the Company consider the
restrictions contained in this Section 14 to be reasonable, if a final determination is made by an
arbitrator or court of competent jurisdiction that the time or territory or any other restriction
contained in this Agreement is an unenforceable restriction against Executive, the provisions of
this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum
time and territory and to such maximum extent as such court may judicially determine or indicate to
be enforceable. Alternatively, if any arbitrator or court of competent jurisdiction finds that any
restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so
as to make it enforceable, such finding shall not affect the enforceability of any of the other
restrictions contained herein.



15. CONFIDENTIALITY.



     Executive will not at any time (whether during or after her employment with the Company),
unless compelled by lawful process, disclose or use for her own benefit or purposes or the benefit
or purposes of any other person, firm, partnership, joint venture, association, corporation or
other business organization, entity or enterprise other than the Company and any of its
subsidiaries or affiliates, any trade secrets, or other confidential data or information relating
to customers, development programs, costs, marketing, trading, investment, sales activities,
promotion, credit and financial data, manufacturing processes, financing methods, plans, or the
business and affairs of the Company generally, or of any subsidiary or affiliate of the Company;
provided that the foregoing shall not apply to information which is not unique to the
Company or which is generally known to the industry or the public other than as a result of
Executive’s breach of this covenant. Executive agrees that upon termination of her employment with
the Company for any reason, she will return to the Company immediately all memoranda, books,
papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way
relating to the business of the Company and its affiliates, except that she may retain personal
notes, notebooks and diaries that do not contain confidential information of the type described in
the preceding sentence. Executive further agrees that she will not retain or use for her account
at any time any trade names, trademark or other proprietary business designation used or owned in
connection with the business of the Company or its affiliates.



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16. SPECIFIC PERFORMANCE




     Executive acknowledges and agrees that the Company’s remedies at law for a breach or
threatened breach of any of the provisions of Section 14 or Section 15 would be inadequate and, in
recognition of this fact, Executive agrees that, in the event of such a breach or threatened
breach, in addition to any remedies at law, the Company, without posting any bond, shall be
entitled to obtain equitable relief in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which may then be available.



17. ASSIGNMENT




     This Agreement is personal in its nature and neither of the parties hereto shall, without the
consent of the other, assign or transfer this Agreement or any rights or obligations hereunder;
provided, however, that, in the event of a merger, consolidation, or transfer or sale of all or
substantially all of the assets of the Company with or to any other individual(s) or entity, this
Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such
successor and such successor shall discharge and perform all the promises, covenants, duties, and
obligations of the Company hereunder.



18. GOVERNING LAW




     This Agreement and the legal relations hereby created between the parties hereto shall be
governed by and construed under and in accordance with the internal laws of the State of
California, without regard to conflicts of laws principles thereof.



19. ENTIRE AGREEMENT




     This Agreement embodies the entire agreement of the parties hereto respecting the matters
within its scope. This Agreement supersedes all prior agreements of the parties hereto on the
subject matter hereof. Any prior negotiations, correspondence, agreements, proposals, or
understandings relating to the subject matter hereof shall be deemed to be merged into this
Agreement and to the extent inconsistent herewith, such negotiations, correspondence, agreements,
proposals, or understandings shall be deemed to be of no force or effect. There are no
representations, warranties, or agreements, whether express or implied, or oral or written, with
respect to the subject matter hereof, except as set forth herein. Notwithstanding the foregoing,
this Agreement is not intended to modify or extinguish any rights or obligations contained in (i)
any stock option, restricted stock or other equity or equity-based award agreement between
Executive and the Company that was executed prior to the date hereof or (ii) any indemnification
agreement between Executive and the Company prior to the date hereof.



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20. POST-TERMINATION COOPERATION




     Executive agrees that following the termination of her employment for any reason, she shall
reasonably cooperate at mutually convenient times in the Company’s defense against any threatened
or pending litigation or in any investigation or proceeding by any governmental agency or body that
relates to any events or actions which occurred during the term of Executive’s employment with the
Company. The Company shall reimburse Executive for reasonable expenses incurred by Executive in
connection with such cooperation. Executive shall be compensated for her time at a mutually agreed
upon rate for any services other than the provision of information to the Company or its counsel
and/or testifying as a witness, which she shall undertake without any compensation.



21. MODIFICATIONS




     This Agreement shall not be modified by any oral agreement, either express or implied, and all
modifications hereof shall be in writing and signed by the parties hereto.



22. WAIVER




     Failure to insist upon strict compliance with any of the terms, covenants, or conditions
hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or
relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder
at any one or more times be deemed a waiver or relinquishment of such right or power at any other
time or times.



23. NUMBER AND GENDER




     Where the context requires, the singular shall include the plural, the plural shall include
the singular, and any gender shall include all other genders.



24. SECTION HEADINGS




     The section headings in this Agreement are for the purpose of convenience only and shall not
limit or otherwise affect any of the terms hereof.



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25. ATTORNEYS’ FEES




     Executive and the Company agree that in any action arising out of this Agreement, each side
shall bear its own attorneys’ fees and costs incurred by it or her in connection with such action.



26. SEVERABILITY




     In the event that an arbitrator or court of competent jurisdiction determines that any portion
of this Agreement is in violation of any statute or public policy, then only the portions of this
Agreement which violate such statute or public policy shall be stricken, and all portions of this
Agreement which do not violate any statute or public policy shall continue in full force and
effect. Furthermore, any order striking any portion of this Agreement shall modify the stricken
terms as narrowly as possible to give as much effect as possible to the intentions of the parties
under this Agreement.



27. NOTICES




     All notices under this Agreement shall be in writing and shall be either personally delivered
or mailed postage prepaid, by certified mail, return receipt requested:




	 	(a)	 	if to the Company:
	 
	 	 	 	Attn: Kate W. Duchene, Esq.
	 
	 	 	 	With copies to:
	 
	 	 	 	David A. Krinsky, Esq.

 O’Melveny & Myers LLP

610 Newport Center Drive, Suite 1700

Newport Beach, California 92660





     (b)     if to Executive, to the Executive at the Executive’s last address reflected in the
Company’s payroll records.


Notice shall be effective when personally delivered, or five (5) business days after being so
mailed. Any party may alter the address to which communications or copies are to be sent by giving
notice of such change of address in conformity with the provisions of this Section 27 for the
giving of notice.




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28. COUNTERPARTS




     This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument. This Agreement
shall become binding when one or more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties hereto reflected hereon as the signatories. Photographic
copies of such signed counterparts may be used in lieu of the originals for any purpose.



29. WITHHOLDING TAXES




     The Company may withhold from any amounts payable under this Agreement such federal, state and
local taxes as may be required to be withheld pursuant to any applicable law or regulation.



30. SECTION 409A




     (a) If the Executive is a “specified employee” within the meaning of Treasury Regulation
Section 1, 409A-1(i) as of the date of the Executive’s separation from service, the Executive shall
not be entitled to any payment or benefit pursuant to Section 6, 7 or 8, as applicable, until the
earlier of (i) the date which is six (6) months after the Executive’s separation from service for
any reason other than death, or (ii) the date of the Executive’s death. The provision of this
Section 30 shall only apply if, and to the extent, required to avoid the imputation of any tax,
penalty or interest pursuant to Section 409A of the U.S. Internal Revenue Code of 1986, as amended
(the “Code”). Any amounts otherwise payable to the Executive upon or in the six (6) month period
following the Executive’s separation from service that are not so paid by reason of this Section 30
shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days)
after the date that is six (6) months after the Executive’s separation from service (or, if
earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the
Executive’s death).



     (b) To the extent that any reimbursements pursuant to Section 4(d) or Section 5 are taxable to
the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall
be paid to the Executive on or before the last day of the Executive’s taxable year following the
taxable year in which the related expenses were incurred. The provision of benefits pursuant to
Section 7(b)(iii) and reimbursements pursuant to Section 4(d) and Section 5 are not subject to
liquidation or exchange for another benefits and the amount of such benefits and reimbursements
that the Executive receives in one taxable year shall not affect the amount of such benefits or
reimbursements that the Executive receives in any other taxable year.



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31. LEGAL COUNSEL; MUTUAL DRAFTING




     Each party recognizes that this is a legally binding contract and acknowledges and agrees that
they had had the opportunity to consult with legal counsel of their choice. Each party has
cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any
construction to be made of this Agreement, the same shall not be construed against either party on
the basis of that party being the drafter of such language. Executive agrees and acknowledges that
he has read and understands this Agreement, is entering into it freely and voluntarily and has been
advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do
so.



[Remainder of Page Intentionally Left Blank]




-15-









 





     IN WITNESS WHEREOF, the Company and Executive have executed this Employment Agreement as of
the date first above written.



	 	 	 	 	 
	 	THE COMPANY:

 	 
	 	By:  	 	 
	 	Name:  	Thomas D. Christopoul 	 
	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	EXECUTIVE:

 	 
	 	
 	 
	 	Karen M. Ferguson 	 
	 	 	 
	 




-16-









 








APPENDIX A

(Gross-Up Provisions)





     (a) In the event it is determined (pursuant to (b) below) or finally determined (as defined in
(c)(iii) below) that any payment, distribution, transfer, benefit or other event with respect to
the Company or a successor, direct or indirect subsidiary or affiliate of the Company (or any
successor of affiliate of any of them, and including any benefit plan of any of them), and arising
in connection with an event described in Section 280G(b)(2)(A)(i) of the Internal Revenue Code of
1986, as amended (the “Code”), occurring after the Effective Date, to or for the benefit Executive
or Executive’s dependents, heirs or beneficiaries (whether such payment, distribution, transfer,
benefit or other event occurs pursuant to the terms of this Agreement or otherwise, but determined
without regard to any additional payments required under this Appendix A) (each a “Payment” and
collectively the “Payments”) is or was subject to the excise tax imposed by Section 4999 of the
Code, and any successor provision or any comparable provision of state or local income tax law
(collectively, “Section 4999”), or any interest, penalty or addition to tax is or was incurred by
Executive with respect to such excise tax (such excise tax, together with any such interest,
penalty, addition to tax, and costs (including professional fees)) hereinafter collectively
referred to as the “Excise Tax”), then, within 10 days after such determination or final
determination, as the case may be, the Company shall pay to Executive (or to the applicable taxing
authority on Executive’s behalf) an additional cash payment (hereinafter referred to as the
“Gross-Up Payment”) equal to the amount such that after payment by Executive of all taxes,
interest, penalties, additions to tax and costs imposed or incurred with respect to the Gross-Up
Payment (including, without limitation, any income and excise taxes imposed upon the Gross-Up
Payment), Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
such Payment or Payments. This provision is intended to put Executive in the same position as
Executive would have been had no Excise Tax been imposed upon or incurred as a result of any
Payment.



     (b) Except as provided in subsection (c) below, the determination that a Payment is subject to
an Excise Tax shall be made in writing by a certified public accounting firm selected by Executive
(“Executive’s Accountant”). Such determination shall include the amount of the Gross-Up Payment
and detailed computations thereof, including any assumptions used in such computations (the written
determination of the Executive’s Accountant, hereinafter, the “Executive’s Determination”). The
Executive’s Determination shall be reviewed on behalf of the Company by a certified public
accounting firm selected by the Company (the “Company’s Accountant”). The Company shall notify
Executive within 10 business days after receipt of the Executive’s Determination of any
disagreement or dispute therewith, and failure to so notify within that period shall be considered
an agreement by the Company to make payment as provided in subsection (a) above within 10 days from
the expiration of such 10 business-day period. In the event of an objection by the Company to the
Executive’s Determination, any amount not in dispute shall be paid within 10 days following the 10
business-day period referred to herein, and with respect to the amount in dispute the Executive’s
Accountant and the Company’s Accountant shall jointly select a third nationally recognized
certified public accounting firm to resolve the dispute and the decision of such third firm shall
be final, binding and conclusive upon the Executive and the Company. In such a case, the third
accounting firm’s findings shall be deemed the binding determination with respect to the amount in
dispute,



 









 







obligating the Company to make any payment as a result thereof within 10 days following the
receipt of such third accounting firm’s determination. All fees and expenses of each of the
accounting firms referred to in this Appendix A shall be borne solely by the Company.



     (c) (i) Executive shall notify the Company in writing of any claim by the Internal Revenue
Service (or any successor thereof) or any state or local taxing authority (individually or
collectively, the “Taxing Authority”) that, if successful, would require the payment by the Company
of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than
30 days after Executive receives written notice of such claim and shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be paid; provided, however,
that failure by Executive to give such notice within such 30-day period shall not result in a
waiver or forfeiture of any of Executive’s rights under Section 10 and this Appendix A except to
the extent of actual damages suffered by the Company as a result of such failure. Executive shall
not pay such claim prior to the expiration of the 15-day period following the date on which
Executive gives such notice to the Company (or such shorter period ending on the date that any
payment of taxes, interest, penalties or additions to tax with respect to such claim is due). If
the Company notifies Executive in writing prior to the expiration of such 15-day period (regardless
of whether such claim was earlier paid as contemplated by the preceding parenthetical) that it
desires to contest such claim (and demonstrates to the reasonable satisfaction of Executive its
ability to make the payments to Executive which may ultimately be required under this section
before assuming responsibility for the claim), Executive shall:




(A) give the Company any information reasonably requested by the Company
relating to such claim;




(B) take such action in connection with contesting such claim as the Company
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney selected by the Company that is reasonably acceptable to Executive;




(C) cooperate with the Company in good faith in order effectively to contest
such claim; and




(D) permit the Company to participate in any proceedings relating to such
claim; provided, however, that the Company shall bear and pay directly all
attorneys fees, costs and expenses (including additional interest, penalties
and additions to tax) incurred in connection with such contest and shall
indemnify and hold Executive harmless, on an after-tax basis, for all taxes
(including, without limitation, income and excise taxes), interest,
penalties and additions to tax imposed in relation to such claim and in
relation to the payment of such costs and expenses or indemnification.
Without limitation on the foregoing provisions of this Appendix A, and to
the extent its actions do not unreasonably interfere with or prejudice
Executive’s disputes with the Taxing Authority as to other issues, the
Company shall control all proceedings taken in connection with such contest
and, in its reasonable discretion, may pursue



 









 







or forego any and all administrative appeals, proceedings, hearings and
conferences with the Taxing Authority in respect of such claim and may, at
its sole option, either direct Executive to pay the tax, interest or
penalties claimed and sue for a refund or contest the claim in any
permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs Executive to pay
such claim and sue for a refund, the Company shall advance an amount equal
to such payment to Executive, on an interest-free basis, and shall indemnify
and hold Executive harmless, on an after-tax basis, from all taxes
(including, without limitation, income and excise taxes), interest,
penalties and additions to tax imposed with respect to such advance or with
respect to any imputed income with respect to such advance, as any such
amounts are incurred; and, further, provided, that any extension of the
statute of limitations relating to payment of taxes, interest, penalties or
additions to tax for the taxable year of Executive with respect to which
such contested amount is claimed to be due is limited solely to such
contested amount; and, provided, further, that any settlement of any claim
shall be reasonably acceptable to Executive and the Company’s control of the
contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder, and Executive shall be entitled to settle or
contest, as the case may be, any other issue.




     (ii) If, after receipt by Executive of an amount advanced by the Company
pursuant to paragraph (c)(i), Executive receives any refund with respect to such
claim, Executive shall (subject to the Company’s complying with the requirements of
this Appendix A) promptly pay to the Company an amount equal to such refund
(together with any interest paid or credited thereof after taxes applicable
thereto), net of any taxes (including, without limitation, any income or excise
taxes), interest, penalties or additions to tax and any other costs incurred by
Executive in connection with such advance, after giving effect to such repayment.
If, after the receipt by Executive of an amount advanced by the Company pursuant to
paragraph (c)(i), it is finally determined that Executive is not entitled to any
refund with respect to such claim, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall be treated as a
Gross-Up Payment and shall offset, to the extent thereof, the amount of any Gross-Up
Payment otherwise required to be paid.




     (iii) For purposes of this Appendix A, whether the Excise Tax is applicable to
a Payment shall be deemed to be “finally determined” upon the earliest of: (A) the
expiration of the 15-day period referred to in paragraph (c)(i) above if the Company
has not notified Executive that it intends to contest the underlying claim, (B) the
expiration of any period following which no right of appeal exists, (C) the date
upon which a closing agreement or similar agreement with respect to the claim is
executed by Executive and the Taxing Authority (which agreement may be executed only
in compliance with this Appendix A),



 









 







(D) the receipt by Executive of notice from the Company that it no longer seeks
to pursue a contest (which shall be deemed received if the Company does not, within
15 days following receipt of a written inquiry from Executive, affirmatively
indicate in writing to Executive that the Company intends to continue to pursue such
contest).




	 	(d)	 	As a result of uncertainty in the application of Section 4999 that may exist at
the time of any determination that a Gross-Up Payment is due, it may be possible that
in making the calculations required to be made hereunder, the parties or their
accountants shall determine that a Gross-Up Payment need not be made (or shall make no
determination with respect to a Gross-Up Payment) that properly should be made
(“Underpayment”), or that a Gross-Up Payment not properly needed to be made should be
made (“Overpayment”). The determination of any Underpayment shall be made using the
procedures set forth in paragraph (b) above and shall be paid to Executive as an
additional Gross-Up Payment. The Company shall be entitled to use procedures similar
to those available to Executive in paragraph (b) to determine the amount of any
Overpayment (provided that the Company shall bear all costs of the accountants as
provided in paragraph (b)). In the event of a determination that an Overpayment was
made, Executive shall promptly repay to the Company the amount of such Overpayment
(together with interest at the applicable Federal rate provided for in Section 1274(d)
of the Code from the date of such Overpayment to the date of such repayment); provided,
however, that the amount to be repaid by Executive to the Company shall be subject to
reduction to the extent necessary to put Executive in the same after-tax position as if
such Overpayment were never made.
	 
	 	(e)	 	Nothing in this Appendix A is intended to violate the Sarbanes-Oxley Act of
2002, and to the extent that any advance or repayment obligation hereunder would
constitute such a violation, such obligation shall be modified so as to make the
advance a nonrefundable payment to the Executive and the repayment obligation null and
void to the extent required by such Act. Any payment due to the Executive pursuant to
this Appendix will be paid no later than the last day of the end of the Executive’s
taxable year following the taxable year in which the Executive pays or remits the
related taxes.





 









 





EXHIBIT A




Release of Claims




 









 





EXHIBIT 1




SEPARATION AND GENERAL RELEASE AGREEMENT




          In exchange and consideration of the covenants undertaken and releases contained in this
Severance and General Release Agreement (“Agreement”),                                          (“Employee”) and Resources
Connection, Inc. (“Resources”), agree as follows:


1. Termination: Effective                                         , 200_, Resources and Employee mutually agree that
Employee’s employment with Resources and its affiliates shall terminate. Accordingly, Resources
and Employee acknowledge that any employment or contractual relationship between them terminated on
                    , 200_, and that they have no further employment or contractual relationship except as
may arise out of this Agreement.




[OR]



Resignation: Effective                                         , 200___, Resources and Employee mutually agree that
Employee will resign [his/her] position as                                          and that [his/her] employment with
Resources and its affiliates shall be terminated. Accordingly, Resources and Employee acknowledge
that any employment or contractual relationship between them will terminate on                                         , 200_,
and that they have no further employment or contractual relationship except as may arise out of
this Agreement.



2. Severance: As a severance payment, Resources shall pay to Employee the equivalent of
                                         (___) weeks of compensation, less standard withholding and authorized deductions.
As part of the severance package, Resources also agrees to pay to Employee a sum equivalent to the
cost of                      (___) months of COBRA coverage for Employee at Employee’s current benefit elections,
less standard withholding and authorized deductions. [These payments/This payment] shall be made
in one lump sum within fourteen (14) days after the execution of this Agreement. [Note: If over
40, must be at least 10 days after.] Employee confirms that [he/she] has been paid any and all
accrued wages, including any bonus, retirement, and any other payments or benefits and none shall
accrue beyond                                         , 200_, other than as set forth in this Agreement.



3. Stock Options: Employee’s stock option award which was originally granted during
[his/her] employment, shall vest as set forth in the applicable equity incentive plan. As set
forth in the applicable equity incentive plan, Employee shall have                      term from the date of
[his/her] termination to exercise any or all of any vested options then remaining.



4. Company Property: Employee warrants and represents that [he/she] has returned any and
all property belonging to Resources.




 









 







5. No Admission of Liability: Resources expressly denies any violation of any of its
policies, procedures, state or federal laws or regulations. Accordingly, while this Agreement
resolves all issues between Employee and Resources relating to alleged violation of Resources’
policies or procedures or any state or federal law or regulation, if any, this Agreement does not
constitute an adjudication or finding on the merits and it is not, and shall not be construed as,
an admission by Resources of any violation of its policies, procedures, state or federal laws or
regulations. Moreover, neither this Agreement nor anything in this Agreement shall be construed to
be or shall be admissible in any proceeding as evidence of or an admission by Resources of any
violation of its policies, procedures, state or federal laws or regulations. This Agreement may be
introduced, however, in any proceeding to enforce the Agreement. Such introduction shall be
pursuant to an order protecting its confidentiality.



6. Release: Except for those obligations created by or arising out of this Agreement,
Employee, on behalf of [himself/herself], [his/her] descendants, dependents, heirs, executors,
administrators, assigns, and successors, and each of them, hereby acknowledges full and complete
satisfaction of and releases and discharges and covenants not to sue Resources, its divisions,
affiliated corporations, past and present, and each of them, as well as its and their directors,
officers, managers, shareholders, representatives, assignees, successors, agents and employees,
past and present, and each of them (individually and collectively, “Releasees”). This release
applies to any and all claims, wages, agreements, obligations, demands, rights, causes of action
and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or
unknown, suspected or unsuspected (collectively “Claims”), arising out of or in any way connected
with Employee’s employment relationship with, or [his/her] resignation, separation or termination
from, Resources, including, without limitation, any Claims for severance pay, bonus or similar
benefit, sick leave, personal time off, retirement, vacation pay, holiday pay, life insurance,
health or medical insurance or any other non-ERISA fringe benefit, workers’ compensation or
disability, or any other Claims resulting from any act or omission by or on the part of Releasees
committed or omitted prior to the date of this Agreement, including, without limitation, any Claims
under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, the                                          [State] antidiscrimination laws, or any
other federal, state or local law, regulation or ordinance.



7. Bar to Claims: It is a further condition of the consideration hereof and is the
intention of both parties in executing this instrument that the same shall be effective as a bar as
to each and every claim, demand and cause of action hereinabove specified and, in furtherance of
this intention, Employee hereby expressly consents that this Agreement shall be given full force
and effect according to each and all of its express terms and conditions, including those relating
to unknown and unsuspected claims, demands and causes of actions, if any, as well as those relating
to any other claims, demands and causes of actions hereinabove specified. Nothing contained in
this Agreement shall be interpreted to prevent any governmental agency from pursuing any matter
which it deems appropriate or to prevent Employee from filing a charge or administrative complaint
with any governmental administrative agency; provided, however, that any and all remedies available
on behalf of Employee are covered by the releases in this Agreement.




 









 







8. Unknown Claims: Employee acknowledges that [he/she] may hereafter discover claims or
facts in addition to or different from those which [he/she] now knows or believes to exist with
respect to the subject matter of this Agreement and which, if known or suspected at the time of
executing this Agreement, may have materially affected the terms of this Agreement. Nevertheless,
Employee hereby waives any right, claim or cause of action that might arise as a result of such
different or additional claims or facts. Employee acknowledges that [he/she] understands the
significance and consequence of such release and such specific waiver.




[OR, If California Employee]



Unknown Claims: It is the intention of Employee in executing this instrument that the same
shall be effective as a bar to each and every claim, demand and cause of action hereinabove
specified. In furtherance of this intention, Employee hereby expressly waives any and all rights
and benefits conferred upon [him/her] by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL
CODE and expressly consents that this Agreement shall be given full force and effect according to
each and all of its express terms and provisions, including those related to unknown and
unsuspected claims, demands and causes of action, if any, as well as those relating to any other
claims, demands and causes of action hereinabove specified. SECTION 1542 provides:





“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.”


Employee acknowledges that [he/she] may hereafter discover claims or facts in addition to or
different from those which Employee now knows or believes to exist with respect to the subject
matter of this Agreement and which, if known or suspected at the time of executing this Agreement,
may have materially affected this settlement. Nevertheless, Employee hereby waives any right,
claim or cause of action that might arise as a result of such different or additional claims or
facts. Employee acknowledges that [he/she] understands the significance and consequence of such
release and such specific waiver of SECTION 1542.



9. ADEA Waiver: Employee expressly acknowledges and agrees that, by entering into this
Agreement, [he/she] is waiving any and all rights or claims that [he/she] may have arising under
the Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the
date of execution of this Agreement. Employee further expressly acknowledges and agrees that:





	 	a.	 	In return for this Agreement [he/she] will receive compensation beyond that
which [he/she] already was entitled to receive before entering into this Agreement;




 









 






	 	b.	 	[He/She] is hereby advised in writing by this Agreement to consult with an
attorney before signing this Agreement;
	 
	 	c.	 	[He/She] was given a copy of this Agreement on ______, 200_, and informed
that [he/she] had 21 days within which to consider the Agreement; however, Employee may
waive the 21-day period; and
	 
	 	d.	 	[He/She] was informed that [he/she] has seven (7) days following the date of
execution of the Agreement in which to revoke the Agreement.




10. Confidentiality: The parties agree to keep the terms and conditions of this Agreement
confidential. Employee agrees that [he/she] will not disclose the terms of this Agreement to any
individual, including, but not limited to, any current or former employee of Resources, provided
however, that Employee may disclose the terms of the Agreement to [his/her] personal financial or
tax advisors who have a legitimate need to know and who shall also agree to be bound by this
confidentiality provision. Resources agrees that it will not disclose the terms of this Agreement
to any individual, except for Resource’s executive management, legal or tax advisors, or other
Resources personnel who have a legitimate need to know in order to execute this Agreement, all of
whom shall also agree to be bound by this confidentiality provision. The parties agree that this
confidentiality provision is a material term of the Agreement and, if breached, damages would be
difficult to ascertain. Accordingly, either party found in breach of this provision shall pay to
the non-breaching party liquidated damages in the amount of $5,000.00 per occurrence, plus
reasonable attorneys’ fees incurred to enforce this provision.



11. Non-Disparagement: Employee and Resources agree that they will not make any defamatory
or disparaging oral or written comments or statements concerning the other, [his/her] or its
business, reputation, employees, or past or present directors or affiliates or subsidiaries. The
parties agree that this non-disparagement clause is a material term of the Agreement and, if
breached, damages would be difficult to ascertain. Accordingly, either party found in breach of
this provision shall pay to the non-breaching party liquidated damages in the amount of $25,000.00
per occurrence, plus reasonable attorneys’ fees incurred to enforce this provision.



12. Severability: If any provision of this Agreement or its application is held invalid,
the invalidity shall not affect other provisions or applications of the Agreement which can be
given effect without the invalid provisions or application and, therefore, the provisions of this
Agreement are declared to be severable.



13. Confidentiality, Employee Inventions and Non-Solicitation Agreement: In accordance
with the paragraph below, the provisions of the Confidentiality, Employee Inventions and
Non-Solicitation Agreement signed by Employee on                     , 200_, and annexed hereto as Exhibit A,
shall remain in full force and effect. The parties agree that this is a material term of this
Agreement and, if breached, damages would be difficult to ascertain. Accordingly, if Employee is
found in breach of this provision, [he/she] shall pay to Resources liquidated


 









 






damages in the amount of $25,000.00 per occurrence, plus reasonable attorneys’ fees incurred to
enforce this provision.



14. Integrated Agreement: This Agreement is an integrated agreement and is the entire
agreement and final understanding between the parties concerning Employee’s employment, Employee’s
termination from Resources and the other subject matters addressed herein. Accordingly, it
supersedes all prior negotiations and all agreements whether written or oral, concerning the
subject matters herein, with the exception of the Confidentiality, Employee Inventions and
Non-Solicitation Agreement, as noted herein. This Agreement may be modified only by a writing
signed by the parties.



15. No Assignment: Employee warrants and represents that [he/she] has not heretofore
assigned or transferred to any person not a party to this Agreement any released matter or any part
or portion thereof and Employee shall defend, indemnify and hold harmless Resources from and
against any claim based on or in connection with or arising out of any such assignment or transfer
made, purported or claimed.



16. Arbitration: Any controversy or claim between Employee and Resources arising out of,
relating to or connected with this Agreement, its enforcement or interpretation, or because of an
alleged breach, default, or misrepresentation in connection with any of its provisions, shall be
submitted to arbitration, to be held in                      County [County in which employee works], in
accordance with the applicable state statutory scheme. In the event either party institutes
arbitration under this Agreement, the party prevailing in any such dispute shall be entitled, in
addition to all other relief, to reasonable attorneys’ fees relating to such arbitration. The
nonprevailing party shall be responsible for all costs of the arbitration, including but not
limited to, the arbitration fees, and court reporter fees.



15. Telecopied Signatures: In order to expedite the execution of this Agreement,
telecopied signatures may be used in place of original signatures on this Agreement or any document
delivered pursuant hereto. Employee and Resources intend to be bound by the signatures on the
telecopied document, are aware that the other party will rely on the telecopied signatures, and
hereby waive any defenses to the enforcement of the terms of this Agreement based on the use of and
reliance upon telecopied signatures. Following any facsimile transmittal, the respective party
shall deliver the original instrument by reputable overnight courier in accordance with the notice
provisions of this Agreement.



16. Governing Law: The rights and obligations of the parties hereunder shall be construed
and enforced in accordance with, and governed by, the laws of the State of                                          [State
in which employee works] without regard to principles of conflict of laws.



17. Drafting of Agreement: Each party has cooperated in the drafting and preparation of
this Agreement. Hence, this Agreement shall not be construed against any party on the basis that
the party was the drafter, and Employee waives the benefits of any statutory or other presumption
to the contrary.




 









 







18. Advice of Counsel: In entering this Agreement, the parties represent that they have
relied upon (or been given an opportunity to rely upon) the advice of their attorneys, who are
attorneys of their own choice, and that the terms of this Agreement have been completely read and
explained to them by their attorneys (or they have chosen to forgo such advice and explanation),
and that those terms are fully understood and voluntarily accepted by them.



19. Waiver of Breach: No waiver of any breach of any term or provision of this Agreement
shall be construed to be, or shall be, a waiver of any other breach of this Agreement. No waiver
shall be binding unless in writing and signed by the party waiving the breach.



20. Supplementary Documents: All parties agree to cooperate fully and to execute any and
all supplementary documents and to take all additional actions that may be necessary or appropriate
to give full force to the basic terms and intent of this Agreement and which are not inconsistent
with its terms.



21. Notice: Any notice required to be given to Resources pursuant to this Agreement, shall
be in writing and shall be deemed to have been sufficiently given either when served personally or
via facsimile and addressed to the appropriate party. Any notice required to be given to Employee
pursuant to this Agreement shall be in writing and shall be deemed to have been sufficiently given
when served personally, by first class mail or via facsimile. Notices to Resources shall be
effective only when addressed to: Chief Legal Officer, Resources Global Professionals, 17101
Armstrong Avenue, Irvine, California 92614; facsimile (714) 430-6405. Notice to Employee shall be
effective only when addressed to:                                                             .



22. Headings Not Controlling: Headings are used only for ease of reference and are not
controlling.



The undersigned have read and understand the consequences of this Agreement and voluntarily sign
it. The undersigned declare under penalty of perjury that the foregoing is true and correct.



EXECUTED
this                      day of                                         , 2008, in Irvine,
Orange County, California.




                                                            


Kate W. Duchene

Chief Legal Officer

For Resources Connection LLC



EXECUTED
this
                    
day of
                       , 2008, in       
                    
 [CITY],                                    
 
County,
                     .




                                                            

[Employee Name]




 









 





ACKNOWLEDGMENT AND WAIVER




          I,                                         , hereby acknowledge that I was given 21 days to consider the foregoing
Agreement and voluntarily chose to sign the Agreement prior to the expiration of the 21-day period.



          I declare under penalty of perjury under the laws of the State of                                          [State in which
employee works] that the foregoing is true and correct.



          EXECUTED this                      day of                                        
  2008, at                                          County,                                   
       [State].



                   
                                                                               

[Employee Name]




 









 





Exhibit A



COPY OF CONFIDENTIALITY, EMPLOYEE INVENTIONS AND NON-SOLICIATION AGREEMENT



PDF file under separate cover