Exhibit 99.3
RESOURCES CONNECTION,
INC.
2004 PERFORMANCE INCENTIVE
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK AWARD
AGREEMENT (this “
Award Agreement ”) is dated as of [
, 2005 ] (the “ Award Date ”) by and
between Resources Connection, Inc., a Delaware corporation (the
“ Corporation ”), and [
] (the “ Participant ”).
WITNESSETH
WHEREAS , pursuant to the Resources Connection, Inc.
2004 Performance Incentive Plan (the “ Plan ”),
the Corporation hereby grants to the Participant, effective as of
the date hereof, a restricted stock award (the “ Award
”), upon the terms and conditions set forth herein and in the
Plan.
NOW THEREFORE
, in consideration of services
rendered and to be rendered by the Participant, 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, the Corporation hereby grants to the Participant an
Award with respect to an aggregate of [
] restricted shares of Common Stock of the Corporation (the
“ Restricted Stock ”).
3. Vesting
. Subject to Section 8 below, the
Award shall vest, and restrictions (other than those set forth in
Section 8.1 of the Plan) shall lapse, with respect to one-fifth of
the total number of shares of Restricted Stock (subject to
adjustment under Section 7.1 of the Plan) on each of the first,
second, third, fourth and fifth anniversaries of the Award Date.
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
Employment . The
vesting schedule requires continued employment or 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. Partial employment or service, even if
substantial, during any vesting period will not entitle the
Participant to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination
of employment or services as provided in Section 8 below or under
the Plan.
Nothing contained in this Award
Agreement or the Plan constitutes an employment or service
commitment by the Corporation, affects the Participant’s
status as an employee at will who is subject to termination without
cause, confers upon the Participant any right to remain employed by
or 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
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employment or services, or affects the right of
the Corporation or any of its Subsidiaries to increase or decrease
the Participant’s other compensation or benefits. Nothing in
this paragraph, however, is intended to adversely affect any
independent contractual right of the Participant without his or her
consent thereto.
5. Dividend and Voting
Rights . After the
Award Date, the Participant 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 Section 8
below.
6. Restrictions on
Transfer . Prior to
the time that they have become vested pursuant to Section 3 hereof
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 transfers
to the Corporation.
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 Participant 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 Participant 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:
“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.”
(c) Delivery of Certificates Upon
Vesting . Promptly after the vesting of any shares of
Restricted Stock pursuant to Section 3 hereof or Section 7 of the
Plan, 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 Participant 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 be permitted pursuant to Section 8.5 of the Plan). The
Participant (or the beneficiary or personal representative of the
Participant in the event of the Participant’s death or
disability, as the case may be) shall deliver to the Corporation
any representations or other documents or assurances as the
Corporation may determine to be necessary or reasonably advisable
in order to ensure compliance with all Applicable Laws with respect
to the grant of the Award and deliver of shares of Common Stock in
respect thereof. The shares so delivered shall no longer be
restricted shares hereunder.
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(d) Stock Power; Power of
Attorney . Concurrently with the execution and delivery of this
Award Agreement, the Participant shall deliver to the Corporation
an executed stock power in the form attached hereto as Exhibit
A , in blank, with respect to such shares. The Corporation
shall not deliver any share certificates in accordance with this
Agreement unless and until the Corporation shall have received such
stock power executed by the Participant. The Participant, by
acceptance of the Award, shall be deemed to appoint, and does so
appoint by execution of this Award Agreement, the
