EMPLOYMENT AGREEMENT


 


 


This Employment Agreement (this “Agreement”)
is made as of July 30, 2013, between Tracy Stephens (“Executive”) and Resources Connection, Inc. (the “Company”).


 


RECITALS


 


WHEREAS, the Company desires to establish
its right to the 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. This Agreement replaces and supersedes the employment
letter previously entered into between the parties, dated August 23, 2011.


 


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, Chief Operating Officer, 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, 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 his full business time, energy, and skill to the performance
of his 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 13 and 14, and further provided that 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 and
Nominating Committee of the Board prior to the commencement of such service.


 






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(c)               
Executive shall exercise due diligence and care in the performance of his duties for and the fulfillment of his 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 his position
as an Executive Vice President, 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, 2013 (the “Effective Date”)
and ending with the close of business on July 31, 2016. Notwithstanding the preceding sentence, commencing with August 1, 2015,
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 his services, a base salary of three hundred thirty thousand dollars ($330,000) 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 associated with the operation and maintenance of such automobile.
The Company will also reimburse Executive upon presentation of documentation for mileage expenses consistent with our applicable
human resources policies and 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 his 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 his 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 employment, payable
when such annual incentive would otherwise have been payable had Executive’s employment not terminated.


 






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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, he shall, so long as his 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 his duties hereunder; or



 


		(v)	Executive’s continued breach of the provisions of Sections 13 and/or 14 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 26 (“Notices”)) of written
notice of such termination to Executive. A determination by the Board that Cause exists shall be effective only if approved at
a Board meeting (in person or telephonic) by at least a majority of the Board (not counting the Executive if he 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).


 






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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 his 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 his principal
office to a location outside of Houston, Texas, 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 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.


 






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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 his 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. 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.


 


12. 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.


 


13. 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, clients or 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 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.


 






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(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 13 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.


 


14. CONFIDENTIALITY.


 


Executive will not at any time (whether
during or after his employment with the Company), unless compelled by lawful process, disclose or use for his 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 his employment with the Company for any reason, he 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 he 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 he will not retain or use for his 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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15. 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 13 or Section 14 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.


 


16. 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.


 


17. 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.


 


18. 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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19. POST-TERMINATION COOPERATION


 


Executive agrees that following the termination
of his employment for any reason, he 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
his 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 he shall undertake without any compensation.  


 


20. 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.


 


21. 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.


 


22. 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.


 


23. 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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24. 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 him in
connection with such action.


 


25. 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.


 


26. 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 


 


		(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 26 for the giving of notice.


 


27. 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.


 


28. 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.


 






    	-13-



    	 



    




 


29. 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 29
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.


  


30. 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]


 




    	-14-



    	 



    

 


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


 


	 	THE COMPANY:
	 	 	 
	 	 	 
	 	By:	/s/ Anthony Cherbak
	 	Name:	Anthony Cherbak
	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	/s/ Tracy Stephens
	 	Tracy Stephens


  




    	-15-



    	 



    

  


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 ______________, 20__, 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 ____________, 20__, and that they have no further employment or contractual relationship
except as may arise out of this Agreement.


 


[OR]


 


Resignation: Effective ______________, 20__, 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 ________________, 20__, 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 ___________, 20__, 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 ________,
20__, 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 ______________, 20__, in Irvine,

Orange County, California.


 


	 	 
	Kate W. Duchene	 
	Chief Legal Officer	 
	For Resources Connection LLC	 


 


 





EXECUTED this ______ day of __________, 20__, 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 ______________ 20__,
at ___________ County, __________ [State].


 


	 	 
	 	[Employee Name]



 



    	 



    	 



    

 


Exhibit A


  


COPY OF CONFIDENTIALITY, EMPLOYEE INVENTIONS AND NON-SOLICIATION
AGREEMENT


 


PDF file under separate cover