exv10w26






EXHIBIT 10.26




INDEMNIFICATION

AGREEMENT




               This Indemnification Agreement (this “Agreement”) is made and entered into effective as of
___, 200_, by and between Resources Connection, Inc., a Delaware corporation (the
“Company”), and ___(the “Indemnitee”), a director and/or officer of the Company.



BACKGROUND




               A. The Indemnitee has been selected to serve or is currently serving as a director and/or
officer of the Company and in such capacity is expected to render or has rendered valuable services
to the Company.



               B. The Company has investigated the availability and sufficiency of liability insurance and
Delaware statutory indemnification provisions to provide its directors and officers with adequate
protection against various legal risks and potential liabilities to which directors and officers
are subject due to their position with the Company and has concluded that insurance and statutory
provisions may provide inadequate and unacceptable protection to certain individuals requested to
serve as its directors and officers.



               C. In recognition of past services and in order to induce and encourage highly experienced and
capable persons such as the Indemnitee to serve as directors and officers of the Company, the Board
of Directors has determined, after due consideration and investigation of the terms and provisions
of this Agreement and the various other options available to the Company and the Indemnitee in lieu
of this Agreement, that this Agreement is not only reasonable and prudent, but necessary to promote
and ensure the best interests of the Company and its stockholders.



AGREEMENT




               In consideration of the services and continued services of the Indemnitee and in order to
induce the Indemnitee to serve or to continue to serve as a director and/or officer of the Company,
the Company and the Indemnitee agree as follows:



     1. Indemnity of the Indemnitee. The Company hereby agrees to hold harmless and indemnify the
Indemnitee to the full extent authorized or permitted by the provisions of Section 145 of the
Delaware General Corporation Law, as such may be amended from time to time, and Article XI of the
Bylaws of the Company, as such may be amended from time to time. In furtherance of the foregoing
indemnification, and without limiting the generality thereof:



               (a) Other Than Proceedings by or in the Right of the Company. The Indemnitee shall be
entitled to the rights of indemnification provided in this Section l(a) if, by reason of the
Indemnitee’s Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be
made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding
by or in the right of the Company. Pursuant to this Section 1(a), the Indemnitee shall be
indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and



 









 







amounts paid in settlement actually and reasonably incurred by the Indemnitee or on the
Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if
the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had
no reasonable cause to believe the Indemnitee’s conduct was unlawful.



               (b) Proceedings by or in the Right of the Company. The Indemnitee shall be entitled
to the rights of indemnification provided in this Section 1(b) if, by reason of the Indemnitee’s
Corporate Status, the Indemnity is, or is threatened to be made, a party to or participant in any
Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), the
Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the
Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding if the Indemnitee acted
in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company; provided, however, that, if applicable law so provides, no
indemnification against such Expenses shall be made in respect of any claim, issue or matter in
such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company
unless and to the extent that a court of competent jurisdiction shall finally determine that such
indemnification may be made.



               (c) Indemnification for Expenses of a Party who is Wholly or Partly Successful.
Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by
reason of the Indemnitee’s Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, the Indemnitee shall be indemnified to the maximum extent permitted
by law against all Expenses actually and reasonably incurred by the Indemnitee or on the
Indemnitee’s behalf in connection therewith. If the Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against
all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in
connection with each successfully resolved claim, issue or matter. For purposes of this Section
and without limitation, the termination of any claim, issue or matter in such a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.



     2. Additional Indemnity. In addition to, and without regard to any limitations on, the
indemnification provided for in Section 1, the Company shall and hereby does indemnify and hold
harmless the Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf if, by
reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a
party to or participant in any Proceeding (including a Proceeding by or in the right of the
Company), including, without limitation, all liability arising out of the negligence or active or
passive wrongdoing of the Indemnitee. The only limitation that shall exist upon the Company’s
obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any
payment to the Indemnitee that is finally determined (under the procedures, and subject to the
presumptions, set forth in Sections 7, 8 and 9 hereof) to be unlawful under Delaware law.



     3. Partial Indemnity. If the Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of, but not the total amount



 









 







of, the Expenses, judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any
Proceeding, the Company shall nevertheless indemnify the Indemnitee for the portion of the
Expenses, judgments, penalties, fines and amounts paid in settlement to which the Indemnitee is
entitled.



     4. Contribution in the Event of Joint Liability.



               (a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in
respect of any threatened, pending or completed Proceeding in which the Company is jointly liable
with the Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first
instance, the entire amount of any judgment or settlement of such Proceeding without requiring the
Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right
of contribution it may have against the Indemnitee. The Company shall not enter into any
settlement of any Proceeding in which the Company is jointly liable with the Indemnitee (or would
be if joined in such Proceeding) unless such settlement provides for a full and final release of
all claims asserted against the Indemnitee.



               (b) Without diminishing or impairing the obligations of the Company set forth in the preceding
subparagraph, if, for any reason, the Indemnitee shall elect or be required to pay all or any
portion of any judgment or settlement in any threatened, pending or completed Proceeding in which
the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the
Company shall contribute to the amount of Expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred and paid or payable by the
Indemnitee in proportion to the relative benefits received by the Company and all officers,
directors or employees of the Company other than the Indemnitee who are jointly liable with the
Indemnitee (or would be if joined in such Proceeding), on the one hand, and the Indemnitee, on the
other hand, from the transaction from which such Proceeding arose; provided, however, that the
proportion determined on the basis of relative benefit may, to the extent necessary to conform to
law, be further adjusted by reference to the relative fault of the Company and all officers,
directors or employees of the Company other than the Indemnitee who are jointly liable with the
Indemnitee (or would be if joined in such Proceeding), on the one hand, and the Indemnitee, on the
other hand, in connection with the events that resulted in such Expenses, judgments, fines or
settlement amounts, as well as any other equitable considerations which the law may require to be
considered. The relative fault of the Company and all officers, directors or employees of the
Company other than the Indemnitee who are jointly liable with the Indemnitee (or would be if joined
in such Proceeding), on the one hand, and the Indemnitee, on the other hand, shall be determined by
reference to, among other things, the degree to which their actions were motivated by intent to
gain personal profit or advantage, the degree to which their liability is primary or secondary, and
the degree to which their conduct is active or passive.



               (c) The Company hereby agrees to fully indemnify and hold the Indemnitee harmless from any
claims of contribution that may be brought by officers, directors or employees of the Company other
than the Indemnitee who may be jointly liable with the Indemnitee.



     5. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this
Agreement, to the extent that the Indemnitee is, by reason of the Indemnitee’s



 









 







Corporate Status, a witness in any Proceeding to which the Indemnitee is not a party, the
Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the
Indemnitee or on the Indemnitee’s behalf in connection therewith.



     6. Advancement of Expenses. Notwithstanding any other provision of this Agreement, the
Company shall advance all Expenses incurred or reasonably anticipated to be incurred by or on
behalf of the Indemnitee in connection with any Proceeding by reason of the Indemnitee’s Corporate
Status within ten (10) days after the receipt by the Company of a statement or statements from the
Indemnitee requesting such advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred or reasonably anticipated to be incurred by the Indemnitee and shall include or
be preceded or accompanied by an undertaking by or on behalf of the Indemnitee to repay any
Expenses advanced if it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section
6 shall be unsecured and interest free. Notwithstanding the foregoing, the obligation of the
Company to advance Expenses pursuant to this Section 6 shall be subject to the condition that, if,
when and to the extent that the Company determines that the Indemnitee would not be permitted to be
indemnified under applicable law, the Company shall be entitled to be reimbursed, within thirty
(30) days of such determination, by the Indemnitee (who hereby agrees to reimburse the Company) for
all such amounts theretofore paid; provided, however, that if the Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction to secure a
determination that the Indemnitee should be indemnified under applicable law, any determination
made by the Company that the Indemnitee would not be permitted to be indemnified under applicable
law shall not be binding and the Indemnitee shall not be required to reimburse the Company for any
advance of Expenses until a final judicial determination is made with respect thereto (as to which
all rights of appeal therefrom have been exhausted or lapsed).



     7. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the
intent of this Agreement to secure for the Indemnitee rights of indemnity that are as favorable as
may be permitted under the law and public policy of the State of Delaware. Accordingly, the parties
agree that the following procedures and presumptions shall apply in the event of any question as to
whether the Indemnitee is entitled to indemnification under this Agreement:



               (a) To obtain indemnification (including, but not limited to, the advancement of Expenses and
contribution by the Company) under this Agreement, the Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and information as is reasonably
available to the Indemnitee and is reasonably necessary to determine whether and to what extent the
Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board of Directors in writing that the
Indemnitee has requested indemnification.



               (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence
of Section 7(a) hereof, a determination, if required by applicable law, with respect to the
Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four
methods: (i) by a majority vote of the Disinterested Directors, even though less than a



 









 







quorum, or (ii) by a committee of such Disinterested Directors designated by majority vote of
such Disinterested Directors, even though less than a quorum, or (iii) if there are no such
Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a
written opinion, or (iv) in the absence of Disinterested Directors and at the election of the
Indemnitee, by the stockholders.



               (c) If the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 7(b) hereof, the Independent Counsel shall be selected as provided in
this Section 7(c). Within 20 days of receiving a written request for Indemnification, the Company
shall submit a list of three candidates from which the Indemnitee shall have 10 days to select one
or to request a second list of three names, which the Company shall provide within 20 days of
notification. If, within 60 days after submission by the Indemnitee of a written request for
indemnification pursuant to Section 7(a) hereof, no Independent Counsel shall have been selected,
either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware or
other court of competent jurisdiction for the appointment as Independent Counsel of a person
selected by the court or by such other person as the court shall designate, the person so appointed
shall act as Independent Counsel under Section 7(b) hereof. The Company shall pay any and all
reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in
connection with acting pursuant to Section 7(b) hereof, and the Company shall pay all reasonable
fees and expenses incident to the procedures of this Section 7(c), regardless of the manner in
which such Independent Counsel was selected or appointed.



               (d) In making a determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that the Indemnitee is entitled
to indemnification under this Agreement if the Indemnitee has submitted a request for
indemnification in accordance with Section 7(a) of this Agreement. Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion, by clear and convincing
evidence.



               (e) The Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s action is
based on the records or books of account of the Enterprise (as hereinafter defined), including
financial statements, or on information supplied to the Indemnitee by the officers of the
Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or
on information or records given or reports made to the Enterprise by an independent certified
public accountant or by an appraiser or other expert selected with reasonable care by the
Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director,
officer, agent or employee of the Enterprise shall not be imputed to the Indemnitee for purposes of
determining the right to indemnification under this Agreement. Whether or not the foregoing
provisions of this Section 7(e) are satisfied, it shall in any event be presumed that the
Indemnitee has at all times acted in good faith and in a manner the Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion, by clear and convincing
evidence.



               (f) If the person, persons or entity empowered or selected under this Section 7 to determine
whether the Indemnitee is entitled to indemnification shall not have made a



 









 







determination within thirty (30) days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall be deemed to have been made and
the Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by the
Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law; provided, however, that such 30 day
period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the
person, persons or entity making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining or evaluating documentation and/or
information relating thereto; and provided, further, that the foregoing provisions of this Section
7(f) shall not apply if the determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 7(b) of this Agreement and if (A) within fifteen (15) days after
receipt by the Company of the request for such determination the Board of Directors or the
Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders
for their consideration at an annual meeting thereof to be held within seventy-five (75) days after
such receipt and such determination is made thereat, or (B) a special meeting of stockholders is
called within fifteen (15) days after such receipt for the purpose of making such determination,
such meeting is held for such purpose within sixty (60) days after having been so called and such
determination is made thereat.



               (g) The Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to the Indemnitee’s entitlement to indemnification, including providing
to such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to
the Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of
the Board of Directors, or stockholder of the Company shall act reasonably and in good faith in
making a determination under this Agreement of the Indemnitee’s entitlement to indemnification.
Any costs or expenses (including attorneys’ fees and disbursements) incurred by the Indemnitee in
so cooperating with the person, persons or entity making such determination shall be borne by the
Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification)
and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom.



               (h) The Company acknowledges that a settlement or other disposition short of final judgment
may be successful if it permits a party to avoid expense, delay, distraction, disruption and
uncertainty. In the event that any Proceeding to which the Indemnitee is a party is resolved in
any manner other than by adverse judgment against the Indemnitee (including, without limitation,
settlement of such Proceeding with or without payment of money or other consideration) it shall be
presumed that the Indemnitee has been successful on the merits or otherwise in such Proceeding.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of
persuasion, by clear and convincing evidence.



     8. Change in Control. If there is a Change in Control of the Company (other than a Change in
Control which has been approved by a majority of the Continuing Directors) then with respect to all
matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and
Expense advances or contribution amounts under this Agreement or any other agreement, the Company’s
Certificate of Incorporation, the Company’s Bylaws or other



 









 







applicable law in effect relating to claims for indemnifiable events, the provisions of
clauses (i), (ii) and (iv) of Section 7(b) shall no longer be applicable and following such Change
in Control, the Company shall seek legal advice only from Independent Counsel. The Independent
Counsel, among other things, shall render its written opinion to the Company and the Indemnitee as
to whether and to what extent the Indemnitee would be entitled to be indemnified under this
Agreement or applicable law. The Company shall pay the reasonable fees of the Independent Counsel
referred to above and may fully indemnify the Independent Counsel against any and all expenses
(including attorneys’ fees and disbursements), claims, liabilities and damages arising out of or
relating to this Agreement.



     9. Remedies of the Indemnitee.



               (a) In the event that (i) a determination is made pursuant to Section 7 of this Agreement that
the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of
Expenses is not timely made pursuant to Section 6 of this Agreement, (iii) no determination of
entitlement to indemnification shall have been made pursuant to Section 7(b) of this Agreement
within 90 days after receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to this Agreement within thirty (30) days after receipt by
the Company of a written request therefor, or (v) payment of indemnification is not made within
thirty (30) days after a determination has been made that the Indemnitee is entitled to
indemnification or such determination is deemed to have been made pursuant to Section 7 of this
Agreement, the Indemnitee shall be entitled to an adjudication in an appropriate court of the State
of Delaware, or in any other court of competent jurisdiction, of the Indemnitee’s entitlement to
such indemnification. The Indemnitee shall commence such proceeding seeking an adjudication within
one year following the date on which the Indemnitee first has the right to commence such proceeding
pursuant to this Section 9(a). The Company shall not oppose the Indemnitee’s right to seek any
such adjudication.



               (b) In the event that a determination shall have been made pursuant to Section 7(b) of this
Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced
pursuant to this Section 9 shall be conducted in all respects as a de novo trial, on the merits and
the Indemnitee shall not be prejudiced by reason of the adverse determination under Section 7(b).



               (c) If a determination shall have been made pursuant to Section 7(b) of this Agreement that
the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in
any judicial proceeding commenced pursuant to this Section 9, absent a prohibition of such
indemnification under applicable law.



               (d) In the event that the Indemnitee, pursuant to this Section 9, seeks a judicial
adjudication of the Indemnitee’s rights under, or to recover damages for breach of, this Agreement,
or to recover under any directors’ and officers’ liability insurance policies maintained by the
Company, the Company shall pay on the Indemnitee’s behalf, in advance, any and all expenses (of the
types described in the definition of Expenses in Section 16 of this Agreement) actually and
reasonably incurred by the Indemnitee in such judicial adjudication, regardless of whether the
Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses
or insurance recovery.



 









 





               (e) The Company shall be precluded from asserting in any judicial proceeding commenced
pursuant to this Section 9 that the procedures and presumptions of this Agreement are not valid,
binding and enforceable and shall stipulate in any such court that the Company is bound by all the
provisions of this Agreement.



     10. Insurance.



               (a) The Company covenants and agrees that, as long as the Indemnitee shall continue to serve
as a director or officer of the Company and thereafter so long as the Indemnitee shall be subject
to any possible Proceeding, the Company, subject to Section 10(c) of this Agreement, shall promptly
obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O
Insurance”) in reasonable amounts from established and reputable insurers.



               (b) In all D&O Insurance policies, the Indemnitee shall be named as an insured in a manner
that provides the Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company’s directors and officers.



               (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain
D&O Insurance if the Company determines in good faith that insurance is not reasonably available,
the premium costs for insurance are disproportionate to the amount of coverage provided, the
coverage provided by insurance is so limited by exclusions that it provides an insufficient
benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the
Company.



     11. Non-Exclusivity; Survival of Rights; Subrogation.



               (a) The rights of indemnification and advancement of Expenses as provided by this Agreement
shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be
entitled under applicable law, the certificate of incorporation of the Company, the Bylaws of the
Company, any agreement, a vote of stockholders or Disinterested Directors, or otherwise. No
amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or
restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted
by such the Indemnitee in the Indemnitee’s Corporate Status prior to such amendment, alteration or
repeal. To the extent that a change in Section 145 of the Delaware General Corporation Law, as
amended, whether by statute or judicial decision, permits greater indemnification than would be
afforded currently under the Bylaws of the Company or this Agreement, it is the intent of the
parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded
by such change. No right or remedy herein conferred is intended to be exclusive of any other right
or remedy, and every other right and remedy shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.



               (b) In the event of any payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of the Indemnitee, who



 









 







shall execute all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to bring suit to
enforce such rights.



               (c) The Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually
received such payment under any insurance policy, contract, agreement or otherwise.



     12. Exception to Right of Indemnification. Notwithstanding any other provision of this
Agreement, the Indemnitee shall not be entitled to indemnification under this Agreement with
respect to any Proceeding brought by the Indemnitee, or any claim therein, unless (a) the bringing
of such Proceeding or making of such claim shall have been approved by the Board of Directors of
the Company or (b) such Proceeding is being brought by the Indemnitee to assert, interpret or
enforce the Indemnitee’s rights under this Agreement, the Delaware General Corporation Law, as
amended, or the Bylaws of the Company.



     13. Duration of Agreement. All agreements and obligations of the Company contained herein
shall continue during the period the Indemnitee is an officer or director of the Company (or is or
was serving at the request of the Company as a director, officer, employee and/or agent of another
Enterprise) and shall continue thereafter so long as the Indemnitee shall be subject to any
Proceeding (or any proceeding commenced under Section 9 hereof) by reason of the Indemnitee’s
Corporate Status, whether or not the Indemnitee is acting or serving in any such capacity at the
time any liability or expense is incurred for which indemnification can be provided under this
Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by
the parties hereto and their respective successors (including any direct or indirect successor by
purchase, merger, consolidation or otherwise to all or substantially all of the business or assets
of the Company), assigns, spouses, heirs, executors and personal and legal representatives. This
Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an
officer or director of the Company or any other Enterprise at the Company’s request.



     14. Security. To the extent requested by the Indemnitee and approved by the Board of
Directors of the Company, the Company may at any time and from time to time provide security to the
Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit,
funded trust or other collateral. Any such security, once provided to the Indemnitee, may not be
revoked or released without the prior written consent of the Indemnitee.



     15. Enforcement.



               (a) The Company expressly confirms and agrees that it has entered into this Agreement and
assumed the obligations imposed on it hereby in order to induce the Indemnitee to serve as an
officer and/or director of the Company, and the Company acknowledges that the Indemnitee is relying
upon this Agreement in serving as an officer or director of the Company.



               (b) This Agreement constitutes the entire agreement between the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements and understandings, oral, written and
implied, between the parties hereto with respect to the subject matter hereof.



 









 





     16. Definitions. For purposes of this Agreement:



               (a) A “Change of Control” shall be deemed to have occurred if (i) any “person” (as that term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of shares of the Company, is
or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or more of the total voting power
represented by the Company’s then outstanding voting securities, or (ii) during any period of two
consecutive years, individuals (“Continuing Directors”) who at the beginning of the two year period
constitute the Board of Directors of the Company or whose election by the Board of Directors or
nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved, cease for any
reason to constitute a majority of the Board of Directors, or (iii) the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately
prior to such a merger or consolidation continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) at least 80% of the total voting
power represented by the voting securities of the Company or the surviving entity outstanding
immediately after the merger or consolidation, or (iv) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or disposition by the
Company (in one transaction or a series of transactions) of all or substantially all the Company’s
assets.



               (b) “Corporate Status” describes the status of a person who is or was a director, officer,
employee and/or agent or fiduciary of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which such person is or was serving at
the express written request of the Company.



               (c) “Disinterested Director” means a director of the Company who is not and was not a party to
the Proceeding in respect of which indemnification is sought by the Indemnitee.



               (d) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise of which the Indemnitee is or was serving at the
express written request of the Company as a director, officer, employee, agent or fiduciary.



               (e) “Expenses” shall include all reasonable attorneys’ fees, paralegal fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with prosecuting,



 









 







defending, preparing to prosecute or defend, investigating, participating, or being or
preparing to be a witness in a Proceeding.



               (f) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five years has been, retained
to represent: (i) the Company or its affiliates or the Indemnitee in any matter material to either
such party (other than with respect to matters concerning the Indemnitee under this Agreement, or
of other indemnitees under similar indemnification agreements), or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing either the
Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.
The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to
fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant hereto.



               (g) “Proceeding” includes any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other
actual, threatened or completed proceeding, whether brought by or in the right of the Company or
otherwise and whether civil, criminal, administrative or investigative, in which the Indemnitee
was, is or will be involved as a party or otherwise, by reason of the fact that the Indemnitee is
or was an officer or director of the Company, by reason of any action taken by the Indemnitee or of
any inaction on the Indemnitee’s part while acting as an officer or director of the Company, or by
reason of the fact that the Indemnitee is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other Enterprise, in each case whether or not the Indemnitee is acting or serving in any such
capacity at the time any liability or expense is incurred for which indemnification can be provided
under this Agreement.



     17. Severability. If any provision or provisions of this Agreement shall be held by a court of
competent jurisdiction to be invalid, void, illegal or otherwise unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this
Agreement (including without limitation, each portion of any section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain
enforceable to the fullest extent permitted by law; and (b) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent
manifested thereby.



     18. Modification and Waiver. No supplement, modification, termination or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.



 









 





     19. Notice by Indemnitee. The Indemnitee agrees promptly to notify the Company in writing
upon being served with any summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to indemnification covered
hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
which it may have to the Indemnitee under this Agreement or otherwise unless and only to the extent
that such failure or delay materially prejudices the Company.



     20. Notices. All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by
the party to whom said notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day after the date on
which it is so mailed:



               (a) If to the Indemnitee, to the address set forth below the Indemnitee’s signature hereto.



               (b) If to the Company, to:


Resources Connection, Inc.

17101 Armstrong Avenue

Irvine, CA 92614

Attention: Kate W. Duchene, Chief Legal Officer

With a copy to: David Krinsky, Esq.

O’Melveny & Myers

610 Newport Center Drive — 17th Floor

Newport Beach, CA 92660



or to such other address as may have been furnished to the Indemnitee by the Company or to the
Company by the Indemnitee, as the case may be.




     21. Identical Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement. Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this Agreement.



     22. Headings. The headings of the paragraphs of this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.



     23. Governing Law. The parties agree that this Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware without application of the
conflict of laws principles thereof.



     24. Gender. Use of the masculine pronoun shall be deemed to include usage of the
feminine pronoun where appropriate.



 









 





IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year

first above written.




	 	 	 	 	 
	 	COMPANY:





Resources Connection, Inc.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Kate W. Duchene 	 
	 	 	Title:  	Chief Legal Officer 	 
	 
	 	INDEMNITEE: