Attached files
file | filename |
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10-Q - FORM 10-Q - RESOURCES CONNECTION, INC. | c14300e10vq.htm |
EX-32 - EX-32 - RESOURCES CONNECTION, INC. | c14300exv32.htm |
EX-31.1 - EX-31.1 - RESOURCES CONNECTION, INC. | c14300exv31w1.htm |
EX-31.2 - EX-31.2 - RESOURCES CONNECTION, INC. | c14300exv31w2.htm |
EXCEL - IDEA: XBRL DOCUMENT - RESOURCES CONNECTION, INC. | Financial_Report.xls |
Exhibit 10.21
RESOURCES CONNECTION, INC.
DIRECTORS COMPENSATION POLICY
January 20, 2011
Directors of Resources Connection, Inc., a Delaware corporation (the Company), who are not
employed by the Company or one of its subsidiaries (non-employee directors) are entitled to the
compensation set forth below for their service as a member of the Board of Directors (the Board)
of the Company. This policy is effective beginning January 20, 2011, and supersedes all prior
policies concerning compensation of the Companys non-employee directors as to their service from
and after that time. The Board has the right to amend this policy from time to time.
Cash Compensation |
||||
Annual Retainer |
$ | 50,000 | ||
Additional Lead Director Retainer |
$ | 15,000 | ||
Additional Committee Chair Retainers: |
||||
Audit Committee Chair |
$ | 20,000 | ||
Compensation Committee Chair |
$ | 15,000 | ||
Corporate Governance and Nominating Committee Chair |
$ | 10,000 | ||
Additional Committee Retainers: |
||||
Audit Committee |
$ | 5,000 | ||
Compensation Committee |
$ | 5,000 | ||
Corporate Governance and Nominating Committee |
$ | 2,500 | ||
Equity Compensation |
||||
Annual Equity Award |
$ | 60,000 | ||
New Director Award |
Pro rata portion of Annual Equity Award |
Cash Compensation
Each non-employee director will be entitled to a cash retainer while serving on the Board in
the amount set forth above (the Annual Retainer). A non-employee director who serves as the Lead
Director of the Board will be entitled to an additional cash retainer while serving in that
position in the amount set forth above (the Additional Lead Director Retainer). A non-employee
director who serves as the Chair of the Audit Committee, the Compensation Committee or the
Corporate Governance and Nominating Committee of the Board will be entitled to an additional cash
retainer while serving in that position in the applicable amount set forth above (an Additional
Committee Chair Retainer). A non-employee director who serves as a member of the Audit Committee,
the Compensation Committee or the Corporate Governance and Nominating Committee of the Board will
be entitled to an additional cash retainer while serving as a member of that committee in the
applicable amount set forth above (an Additional Committee Member Retainer).
The amounts of the Annual Retainer, Additional Lead Director Retainer, Additional Committee
Chair Retainers and Additional Committee Member Retainers reflected above are expressed as
annualized amounts. These retainers will be paid on an annual basis. New directors will receive a
pro rata portion of the Annual Retainer with the proration based on the number of calendar days in
the calendar year that the director served as a non-employee director or held the particular
position, as the case may be.
1
Equity Awards
Annual Restricted Stock Awards for Continuing Board Members
The initial Annual Restricted Stock Award will be made on February 1, 2011. Subsequently, on
the first trading day of each calendar year, commencing with January 1, 2012, each non-employee
director then in office will automatically be granted an award of restricted stock with respect to
shares of the Companys common stock. The number of shares subject to such restricted stock award
will be determined by dividing the Annual Equity Award grant value set forth above by the per-share
closing price of the Companys common stock on the date of grant (rounded down to the nearest whole
share).
Initial Restricted Stock Awards for New Directors
As noted above, each new non-employee director appointed or elected on or after January 20,
2011, will receive a pro rata portion of the Annual Retainer with the proration based on the number
of calendar days in the calendar year that the director served as a non-employee director or held
the particular position, as the case may be.
The number of shares subject to such restricted stock award will be determined by dividing the
Annual Restricted Stock Award grant value set forth above by the per-share-closing price of the
Companys common stock on the date of grant (rounded down to the nearest whole share).
An employee or former employee of the Company or one of its subsidiaries who ceases or has
ceased to be so employed and becomes a non-employee director will not be eligible for an initial
restricted stock award grant, but will be eligible for cash compensation and annual equity awards
on the same basis as other non-employee directors.
Provisions Applicable to All Non-Employee Director Restricted Stock Awards
Each restricted stock award will be made under and subject to the terms and conditions of the
Companys 2004 Performance Incentive Plan, as amended (the 2004 Plan), or any successor equity
compensation plan approved by the Companys stockholders and in effect at the time of grant, and
will be evidenced by, and subject to the terms and conditions of, an award agreement in the form
approved by the Board to evidence such type of grant pursuant to this policy. Each award will vest
in equal annual installments over the four-year period following the grant date. Non-employee
directors are also entitled to cash dividend and stockholder voting rights with respect to
outstanding and unvested restricted stock awards granted under the 2004 Plan.
Restricted stock awards granted under the 2004 Plan are generally forfeited as to the unvested
portion of the award upon the non-employee directors termination of service as a director of the
Company for any reason. However, in the event the non-employee director ceases to serve as a
director due to his or her mandatory retirement as may be required pursuant to the Companys
mandatory retirement policy as then in effect for members of the Board, each restricted stock award
that is outstanding and otherwise unvested immediately prior to such retirement will generally
become immediately vested and nonforfeitable upon the non-employee directors termination of
service as a director as a result of such retirement. Restricted stock awards, to the extent then
outstanding and unvested, will become fully vested and nonforfeitable in the event of a Change in
Control Event (as such term is defined in the 2004 Plan).
Expense Reimbursement
All non-employee directors will be entitled to reimbursement from the Company for their
reasonable travel (including airfare and ground transportation), lodging and meal expenses incident
to meetings of the Board or committees thereof or in connection with other Board-related business.
The Company will make reimbursement to a non-employee director within a reasonable amount of time
following submission by the non-employee director of reasonable written substantiation for the
expenses.
2
RESOURCES CONNECTION, INC.
2004 PERFORMANCE INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD PROGRAM
2004 PERFORMANCE INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD PROGRAM
1. Establishment; Purpose. This Non-Employee Director Restricted Stock Award Program (this
Program) is adopted under the Resources Connection, Inc. 2004 Performance Incentive Plan, as
amended (the Plan). The purpose of this Program is to promote the success of the Corporation and
the interests of its stockholders by providing members of the Board who are not officers or
employees of the Corporation or any of its Subsidiaries (Non-Employee Directors) an opportunity
to acquire an ownership interest in the Corporation and more closely aligning the interests of
Non-Employee Directors and stockholders. Except as otherwise expressly provided herein, the
provisions of the Plan shall govern all awards made pursuant to this Program. Capitalized terms
are defined in the Plan if not defined herein.
2. Participation. Awards under this Program shall be made only to Non-Employee Directors,
shall be evidenced by award agreements substantially in the form attached hereto as Exhibit
A and shall be further subject to such other terms and conditions set forth therein. The
Administrator may require a Non-Employee Director to execute the award agreement evidencing his or
her award grant under this Program as a condition to the effectiveness of such grant.
3. Annual Restricted Stock Awards.
3.1 Initial Award for New Directors. Upon first being appointed or elected to the Board
after the date on which the Board approves this Program, each Non-Employee Director who has
not previously served on the Board shall be granted automatically (without any action by the
Board or the Administrator) a restricted stock award, the date of grant of which will be the
date such Non-Employee Director is first appointed or elected to the Board. The number of
shares subject to each such restricted stock award will be determined by dividing the pro
rata portion of the Annual Non-Employee Director Award of $60,000 by the per-share closing
price of the Common Stock on the date of grant (rounded down to the nearest whole share).
3.2 Subsequent Annual Awards. For each calendar year during the term of the Plan commencing
in 2011, each Non-Employee Director shall be granted automatically (without any action by
the Board or Administrator) a restricted stock award, the date of grant of which will be
such first trading day in January of such calendar year. The number of shares subject to
each such restricted stock award will be determined by dividing $60,000 by the per-share
closing price of the Common Stock on the date of grant (rounded down to the nearest whole
share). An individual who was previously a member of the Board, who then ceased to be a
member of the Board for any reason, and who then again becomes a Non-Employee Director shall
thereupon again become eligible to be granted a restricted stock award under this Section
3.2.
3.3 Transfer Restrictions. Restricted stock awards granted pursuant to this Section 3 shall
be subject to the transfer restrictions set forth in Section 5.7 of the Plan. For purposes
of clarity, the Administrator has not approved any transfer exceptions with respect to the
restricted stock in accordance with Section 5.7.2 of the Plan.
1
4. Vesting. Each restricted stock award granted under Section 3 above and all rights or
obligations under this Program with respect to a particular restricted stock award shall be subject
to earlier termination as provided below. Subject to Sections 5, 6 and 7 hereof, each restricted
stock award granted under Section 3 shall vest, and restrictions shall lapse, with respect to 25%
of the total number of shares subject thereto (subject to adjustment under Section 6) on each of
the first, second, third and fourth anniversaries of the date of grant of the restricted stock
award.
5. Termination of Directorship. If a Non-Employee Directors services as a member of the
Board terminate for any reason, whether with or without cause, voluntarily or involuntarily (the
date of such termination is referred to as the Non-Employee Directors Severance Date), then any
restricted stock award granted to the Non-Employee Director pursuant to Section 3 above and
outstanding on the Non-Employee Directors Severance Date shall terminate on that date to the
extent not previously vested (except in the event of mandatory retirement as provided below). If
any unvested shares of restricted stock are terminated hereunder, such restricted stock shall
automatically terminate and be cancelled as of the Severance Date without payment of any
consideration by the Corporation and without any other action by the Non-Employee Director, or the
Non-Employee Directors beneficiary or personal representative, as the case may be.
In the event that a Non-Employee Director ceases to be a member of the Board due to his or her
mandatory retirement as required under the Corporations mandatory retirement policy as then in
effect for members of the Board, each restricted stock award granted to such Non-Employee Director
under Section 3 above that is outstanding and otherwise unvested immediately prior to such
retirement shall become fully vested and nonforfeitable upon the Non-Employee Directors Severance
Date as a result of such mandatory retirement.
Notwithstanding the preceding provisions of this Section 5, if a Non-Employee Director ceases to be
a member of the Board (regardless of the reason) but, immediately thereafter, is employed by the
Corporation or one of its Subsidiaries, then his or her Severance Date shall not occur until the
first date that he or she is not a member of the Board and is not employed by the
Corporation or one of its Subsidiaries.
6. Adjustments. Shares of restricted stock subject to awards granted under this Program
shall be subject to adjustment as provided in Section 7.1 of the Plan, but only to the extent that
such adjustment is consistent with adjustments to shares of restricted stock held by persons other
than executive officers or directors of the Corporation (to the extent that persons other than
executive officers or directors of the Corporation then hold shares of restricted stock). The
grant levels reflected in Section 3 above shall be automatically adjusted upon the record date for
any stock split, reverse stock split, or stock dividend to give effect to such change in
capitalization unless otherwise provided by the Board in the circumstances, and may be adjusted in
the discretion of the Board in any other circumstances contemplated by Section 7.1 of the Plan.
7. Acceleration and Possible Early Termination. Upon the occurrence of a Change in Control
Event (as such term is defined in the Plan), each restricted stock award granted under Section 3
above, to the extent such award is then outstanding, shall become immediately vested and
nonforfeitable in full. Each such award shall be subject to adjustment and termination pursuant to
Section 7 of the Plan in connection with such event.
2
8. Maximum Number of Shares; Amendment; Administration. If restricted stock award grants
otherwise required pursuant to this Program would otherwise exceed any applicable share limit under
Section 4.2 of the Plan, such grants shall be made pro-rata to directors entitled to such grants.
The Board may from time to time amend this Program without stockholder approval; provided that no
such amendment shall materially and adversely affect the rights of a Non-Employee Director as to a
restricted stock award granted under this Program before the adoption of such amendment. This
Program does not limit the Boards authority to make other, discretionary award grants to
Non-Employee Directors pursuant to the Plan. The Plan Administrators power and authority to
construe and interpret the Plan and awards thereunder pursuant to Section 3.1 of the Plan shall
extend to this Program and awards granted hereunder. As provided in Section 3.2 of the Plan, any
action taken by, or inaction of, the Administrator relating or pursuant to this Program and within
its authority or under applicable law shall be within the absolute discretion of that entity or
body and shall be conclusive and binding upon all persons.
3
EXHIBIT A
RESOURCES CONNECTION, INC.
2004 PERFORMANCE INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD PROGRAM
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
2004 PERFORMANCE INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD PROGRAM
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
THIS DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (this Award Agreement) is dated as of
[ , 20_____] (the Award Date) by and between Resources Connection, Inc., a Delaware
corporation (the Corporation), and [ ] (the Director).
W I T N E S S E T H
WHEREAS, pursuant to the Non-Employee Director Restricted Stock Award Program (the Program),
adopted under the Resources Connection, Inc. 2004 Performance Incentive Plan, as amended (the
Plan), the Corporation hereby grants to the Director, effective as of the date hereof, a
restricted stock award (the Award), upon the terms and conditions set forth herein and in the
Program and the Plan.
NOW THEREFORE, in consideration of services rendered and to be rendered by the Director, and
the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree
as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meaning assigned to such terms in the Plan.
2. Grant. Subject to the terms of this Award Agreement and of the Program, the
Corporation hereby grants to the Director an Award with respect to an aggregate of [_____]
restricted shares of Common Stock of the Corporation (the Restricted Stock).
3. Vesting. Subject to the terms of the Program and Section 8 below, the Award shall
vest, and restrictions (other than those set forth in Section 8.1 of the Plan) shall lapse, in
percentage installments as set forth in Section 4 of the Program. The Board reserves the right to
accelerate the vesting of the Restricted Stock in such circumstances as it, in its sole discretion,
deems appropriate and any such acceleration shall be effective only when set forth in a written
instrument executed by an officer of the Corporation.
4. Continuance of Service. The vesting schedule set forth in Section 4 of the Program
requires continued service through each applicable vesting date as a condition to the vesting of
the applicable installment of the Award and the rights and benefits under this Award Agreement.
Service for only a portion of the vesting period, even if a substantial portion, will not entitle
the Director to any proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of services as provided in Section 8 below or under the terms of
the Program or the Plan.
1
Nothing contained in this Award Agreement, the Program or the Plan constitutes a service
commitment by the Corporation, confers upon the Director any right to remain in
service to the Corporation or any of its Subsidiaries, interferes in any way with the right of
the Corporation or any of its Subsidiaries at any time to terminate such services, or affects the
right of the Corporation or any of its Subsidiaries to increase or decrease the Directors other
compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any
independent contractual right of the Director without his or her consent thereto.
5. Dividend and Voting Rights. After the Award Date, the Director shall be entitled
to cash dividends and voting rights with respect to the shares of Restricted Stock subject to the
Award even though such shares are not vested, provided that such rights shall terminate immediately
as to any shares of Restricted Stock that are forfeited pursuant to the terms of the Program or
Section 8 below.
6. Restrictions on Transfer. Prior to the time that they have become vested pursuant
to Section 3 hereof, the terms of the Program or Section 7 of the Plan, neither the Restricted
Stock, nor any interest therein, amount payable in respect thereof, or Restricted Property (as
defined in Section 9 hereof) may be sold, assigned, transferred, pledged or otherwise disposed of,
alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the
preceding sentence shall not apply to (a) transfers to the Corporation, or (b) transfers by will or
the laws of descent and distribution.
7. Stock Certificates.
(a) Book Entry Form. The Corporation shall issue the shares of Restricted Stock
subject to the Award either: (a) in certificate form as provided in Section 7(b) below; or (b) in
book entry form, registered in the name of the Director with notations regarding the applicable
restrictions on transfer imposed under this Award Agreement.
(b) Certificates to be Held by Corporation; Legend. Any certificates representing
shares of Restricted Stock that may be delivered to the Director by the Corporation prior to
vesting shall be redelivered to the Corporation to be held by the Corporation until the
restrictions on such shares shall have lapsed and the shares shall thereby have become vested or
the shares represented thereby have been forfeited hereunder. Such certificates shall bear the
following legend and any other legends the Corporation may determine to be necessary or advisable
to comply with all applicable laws, rules, and regulations:
The ownership of this certificate and the shares of stock evidenced hereby and any
interest therein are subject to substantial restrictions on transfer under an
Agreement entered into between the registered owner and Resources Connection, Inc.
A copy of such Agreement is on file in the office of the Secretary of Resources
Connection, Inc.
2
(c) Delivery of Certificates Upon Vesting. Promptly after the vesting of any shares
of Restricted Stock pursuant to Section 3 hereof, the terms of the Program or Section 7 of the Plan
and the satisfaction of any and all related tax withholding obligations pursuant to Section 10, the
Corporation shall, as applicable, either remove the notations on any shares of Restricted Stock
issued in book entry form which have vested or deliver to the Director a certificate or
certificates evidencing the number of shares of Restricted Stock which have vested
(or, in either case, such lesser number of shares as may result after giving effect to Section
10). The Director (or the beneficiary or personal representative of the Director in the event of
the Directors death or disability, as the case may be) shall deliver to the Corporation any
representations or other documents or assurances as the Corporation or its counsel may determine to
be necessary or advisable in order to ensure compliance with all applicable laws, rules, and
regulations with respect to the grant of the Award and the delivery of shares of Common Stock in
respect thereof. The shares so delivered shall no longer be restricted shares hereunder.
(d) Stock Power; Power of Attorney. Concurrently with the execution and delivery of
this Award Agreement, the Director shall deliver to the Corporation an executed stock power in the
form attached hereto as Appendix A, in blank, with respect to such shares. The Corporation
shall not deliver any share certificates in accordance with this Award Agreement unless and until
the Corporation shall have received such stock power executed by the Director. The Director, by
acceptance of the Award, shall be deemed to appoint, and does so appoint by execution of this Award
Agreement, the Corporation and each of its authorized representatives as the Directors
attorney(s)-in-fact to effect any transfer of unvested forfeited shares (or shares otherwise
reacquired by the Corporation hereunder) to the Corporation as may be required pursuant to the
Plan, the Program or this Award Agreement and to execute such documents as the Corporation or such
representatives deem necessary or advisable in connection with any such transfer.
8. Effect of Termination of Services. Subject to Sections 5 and 7 of the Program, if
the Director ceases to provide services to the Corporation or a Subsidiary (the date of such
termination of service is referred to as the Directors Severance Date), the Directors shares of
Restricted Stock (and related Restricted Property as defined in Section 9 hereof) shall be
forfeited to the Corporation to the extent such shares have not become vested pursuant to Section 3
hereof, the terms of the Program or Section 7 of the Plan upon the Severance Date (regardless of
the reason for such termination of service, whether with or without cause, voluntarily or
involuntarily, or due to death or disability). Upon the occurrence of any forfeiture of shares of
Restricted Stock hereunder, such unvested, forfeited shares and related Restricted Property shall
be automatically transferred to the Corporation as of the Severance Date, without any other action
by the Director (or the Directors beneficiary or personal representative in the event of the
Directors death or disability, as applicable). No consideration shall be paid by the Corporation
with respect to such transfer. The Corporation may exercise its powers under Section 7(d) hereof
and take any other action necessary or advisable to evidence such transfer. The Director (or the
Directors beneficiary or personal representative in the event of the Directors death or
disability, as applicable) shall deliver any additional documents of transfer that the Corporation
may request to confirm the transfer of such unvested, forfeited shares and related Restricted
Property to the Corporation.
3
9. Adjustments Upon Specified Events. Upon the occurrence of certain events relating
to the Corporations stock contemplated by Sections 6 and 7 of the Program, the Administrator shall
make adjustments in accordance with such sections in the number and kind of securities that may
become vested under the Award. If any adjustment shall be made under Section 6 or Section 7 of the
Program or an event described in Section 7.2 of the Plan shall occur and the shares of Restricted
Stock are not fully vested upon such event or prior thereto, the
restrictions applicable to such shares of Restricted Stock shall continue in effect with
respect to any consideration, property or other securities (the Restricted Property and, for the
purposes of this Award Agreement, Restricted Stock shall include Restricted Property, unless
the context otherwise requires) received in respect of such Restricted Stock. Such Restricted
Property shall vest at such times and in such proportion as the shares of Restricted Stock to which
the Restricted Property is attributable vest, or would have vested pursuant to the terms hereof if
such shares of Restricted Stock had remained outstanding. To the extent that the Restricted
Property includes any cash (other than regular cash dividends), such cash shall be invested,
pursuant to policies established by the Administrator, in interest bearing, FDIC-insured (subject
to applicable insurance limits) deposits of a depository institution selected by the Administrator,
the earnings on which shall be added to and become a part of the Restricted Property.
10. Tax Withholding. Subject to Section 8.1 of the Plan, upon any vesting of the
Restricted Stock, the Corporation shall have the right to automatically withhold and reacquire the
appropriate number of whole shares of Restricted Stock, valued at their then fair market value
(with the fair market value of such shares determined in accordance with the applicable
provisions of the Plan), to satisfy any withholding obligations of the Corporation or its
Subsidiaries with respect to such vesting at the minimum applicable withholding rates. In the
event that the Corporation cannot satisfy such withholding obligations by withholding and
reacquiring shares of Restricted Stock, or in the event that the Director makes or has made an
election pursuant to Section 83(b) of the Code or the occurrence of any other withholding event
with respect to the Award, the Corporation (or a Subsidiary) shall be entitled to require a cash
payment by or on behalf of the Director and/or to deduct from other compensation payable to the
Director any sums required by federal, state or local tax law to be withheld with respect to such
vesting of any Restricted Stock or such Section 83(b) election.
11. Notices. Any notice to be given under the terms of this Award Agreement shall be
in writing and addressed to the Corporation at its principal office to the attention of the
Secretary, and to the Director at the Directors last address reflected on the Corporations
records. Any notice shall be delivered in person or shall be enclosed in a properly sealed
envelope, addressed as aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) in a post office or branch post office regularly maintained by the
United States Government. Any such notice shall be given only when received, but if the Director
is no longer an Eligible Person, shall be deemed to have been duly given five business days after
the date mailed in accordance with the foregoing provisions of this Section 11.
12. Plan; Program. The Award and all rights of the Director under this Award
Agreement are subject to the terms and conditions of the provisions of the Program and the Plan,
incorporated herein by reference. The Director agrees to be bound by the terms of the Program, the
Plan and this Award Agreement. In the event of a conflict or inconsistency between the terms and
conditions of this Award Agreement and of the Program or the Plan, the terms and conditions of the
Program or the Plan, as applicable, shall govern. The Director acknowledges having read and
understanding the Program, the Plan, the Prospectus for the Plan, and this Award Agreement. Unless
otherwise expressly provided in other sections of this Award Agreement, provisions of the Program
or the Plan that confer discretionary authority on the Board or the Administrator do not (and shall
not be deemed to) create any rights in the Director
unless such rights are expressly set forth herein or are otherwise in the sole discretion of
the Board or the Administrator so conferred by appropriate action of the Board or the Administrator
under the Program or the Plan after the date hereof.
4
13. Entire Agreement. This Award Agreement, the Program and the Plan together
constitute the entire agreement and supersede all prior understandings and agreements, written or
oral, of the parties hereto with respect to the subject matter hereof. The Program may be amended
pursuant to Section 8 of the Program. The Plan may be amended pursuant to Section 8.6 of the Plan.
This Award Agreement may be amended by the Board from time to time. Any such amendment must be in
writing and signed by the Corporation. Any such amendment that materially and adversely affects
the Directors rights under this Award Agreement requires the consent of the Director in order to
be effective with respect to the Award. The Corporation may, however, unilaterally waive any
provision hereof in writing to the extent such waiver does not adversely affect the interests of
the Director hereunder, but no such waiver shall operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision hereof.
14. Counterparts. This Award Agreement may be executed simultaneously in any number
of counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
15. Section Headings. The section headings of this Award Agreement are for
convenience of reference only and shall not be deemed to alter or affect any provision hereof.
16. Governing Law. This Award Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware without regard to conflict of law
principles thereunder.
[Remainder of page intentionally left blank]
5
IN WITNESS WHEREOF, the Corporation has caused this Award Agreement to be executed on its
behalf by a duly authorized officer and the Director has hereunto set his or her hand as of the
date and year first above written.
RESOURCES CONNECTION, INC., | ||||||||
a Delaware corporation | ||||||||
By: | ||||||||
Print Name: | ||||||||
Its: | ||||||||
DIRECTOR | ||||||||
Signature | ||||||||
Print Name |
6
CONSENT OF SPOUSE
In consideration of the execution of the foregoing Director Restricted Stock Award Agreement
by Resources Connection, Inc., I,
__________, the spouse of the Director therein
named, do hereby join with my spouse in executing the foregoing Director Restricted Stock Award
Agreement and do hereby agree to be bound by all of the terms and provisions thereof and of the
Program and the Plan.
Dated: , 20__
7
APPENDIX A
STOCK POWER
FOR VALUE RECEIVED and pursuant to that certain Director Restricted Stock Award Agreement
between Resources Connection, Inc., a Delaware corporation (the Corporation), and the individual
named below (the Individual) dated as of ,
20_____, the Individual, hereby sells,
assigns and transfers to the Corporation, an aggregate
_____
shares of Common Stock of the
Corporation, standing in the Individuals name on the books of the Corporation and represented by
stock certificate number(s)
to which this instrument is
attached, and hereby irrevocably constitutes and appoints
as his or her attorney in fact and agent to transfer such shares on the
books of the Corporation, with full power of substitution in the premises.
Dated , ________
(Instruction: Please do not fill in any blanks other than the signature line. The purpose of the
assignment is to enable the Corporation to exercise its sale/purchase option set forth in the
Director Restricted Stock Award Agreement without requiring additional signatures on the part of
the Individual.)
A-1