SEVERANCE AND GENERAL RELEASE
AGREEMENT
In accordance with the terms and provisions of
the Amended and Revised Employment Agreement (the “Employment
Agreement”) made as of July 17, 2008, between Karen M.
Ferguson (the “Executive”) and Resources Connection,
Inc., (the “Company”) and in exchange and consideration
of the covenants undertaken and releases contained in this
Severance and General Release Agreement (“Agreement”),
the Executive and the Company enter into this Agreement on this
17th day of August, 2009, and agree as follows:
1.
Resignation: Executive hereby resigns as
a member of the Board of Directors of the Company, or any of its
subsidiaries or affiliates, effective immediately and from
employment by and from any and all of her positions at the Company
and each of its affiliates, including her position as Executive
Vice President and Chief Strategy Officer of the Company effective
as of August 21, 2009 (the “Separation
Date”). Accordingly, the Company and Executive
acknowledge that any contractual or employment relationship between
them terminates as of the Separation Date, and that they have no
further contractual relationship (except as may arise out of or be
expressly provided for in this Agreement) or employment
relationship thereafter. Executive is relieved of all
active duties effective August 21, 2009.
2.
Severance: The Company shall pay to or
provide for the Executive the following:
A. A
lump sum cash payment equal to (i) the sum of three and one-half
times Executive’s current base salary of $330,000, payable on
March 1, 2010, after taking into account the six-month delay rule
as described in Section 30 of the Employment Agreement and (ii) the
interest on such amount for the time period from September 1, 2009,
to February 28, 2010, determined at the Company’s standard
rate of return payable on March 1, 2010, after deducting, in each
case, applicable federal, state and local taxes.
B. Four
monthly payments of $31,182.69 each in 2009, payable on the first
day of September, October, November and December of such year,
equal to the Executive’s current base salary and automobile
allowance after deducting, in each case, applicable federal, state
and local taxes. A summary of payments to be made to the
Executive is annexed as Exhibit 1.
C. Continued
participation in the Company’s group health insurance plans
for Executive and Executive’s dependents, including the group
medical, vision and dental plans, at the Company’s expense
until the earlier of (i) the expiration of two (2) years from
August 21, 2009, or (ii) Executive’s eligibility for
participation in the substantially comparable group health plan of
a subsequent employer or entity. For the avoidance of
doubt, in the event that Executive shall become eligible to
participate in a subsequent employer’s or entity’s
substantially comparable benefits plan(s) offering one or more, but
not all, of the benefits herein described (for example, group
medical, but not vision and dental), Executive shall be entitled to
continue to receive from the Company the benefits that are not
offered, and/or for which she is not eligible, under the subsequent
employer’s or entity’s benefits plan(s) until the
earliest of the expiration of two (2) years from August 21, 2009,
or when she becomes so eligible (if at all).
Except as set
forth above in this Section 2 and below in Section
3, and except for Executive’s vested benefits
under the Company’s 401(k) plan: (i) Executive will not be
entitled to any other benefits in connection with the termination
of her employment, and (ii) Executive represents and agrees that
she has received all compensation and other benefits which she is
due from the Company and its affiliates and no other compensation
or benefits are or will be due to Executive from the Company or any
of its affiliates. Executive expressly acknowledges and
agrees that she has been paid any and all vacation or personal time
off accruals and no further payments are due or payable.
3.
Stock Options: As of the date of
Executive’s termination of employment, any remaining unvested
stock options or restricted stock received by Executive during the
term of her employment, shall 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.
4.
Company Property: Executive warrants and
represents that she has returned any and all property belonging to
the Company effective August 21, 2009, including her mobile
broadband card. The Company and the Executive agree that
she may retain her Blackberry and laptop computer; provided,
however, she returns the Blackberry and laptop computer to the
Parsippany office of the Company on or before August 21, 2009, so
that the Company’s IT department may wipe the devices clean
of all Company information and material. The Company and
Executive further agree that Executive may use the Company’s
e-mail system through August 31, 2009, for professional and
reasonable transition. Effective September 1, 2009
through December 31, 2009, the Company will set up a notice on her
email account to notify senders that she has an alternative
address.
5.
No Admission of Liability: The Company
expressly denies any violation of any of its policies, procedures,
state or federal laws or regulations. Accordingly, while
this Agreement resolves all issues between Executive and the
Company relating to alleged violation of the Company’s
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 the Company 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 the
Company 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. The Company acknowledges that, as of the
Agreement Date, the Company is not aware of any violation by
Executive during the course of her employment by the Company of any
of its policies, procedures, rules of governance, corporate
compliance plans or similar corporate governing documents or any
state or federal laws or regulations.
6.
Release:
BY
EXECUTIVE: Except for those obligations created by or
arising out of this Agreement, Executive, on behalf of herself, her
descendants, dependents, heirs, executors, administrators, assigns,
and successors, and each of them, hereby acknowledges the full and
complete satisfaction by the Company of its obligations under the
Employment Agreement, and hereby releases and discharges and
covenants not to sue the Company, 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 executives, past
and present, and each of them (individually and collectively, the
“Releasees”). This release applies to any
and all claims, wages, agreements, obligations, demands, contracts,
covenants, actions, suits, obligations, debts, costs, expenses,
attorneys’ fees damages, judgments, orders, rights, causes of
action and liabilities of whatever kind or nature in law, equity or
otherwise, whether now known or unknown, suspected or unsuspected
and whether or not concealed or hidden, which she now owns or holds
or she has at any time heretofore owned or held or which she may in
the future hold as against said Releasees (collectively
“Claims”), including, but not limited to all such
claims arising out of or in any way connected with
Executive’s employment relationship with, or her resignation,
separation or termination from, the Company, or any other
transactions, occurrences, acts or omissions or any loss, damage or
injury whatever, and 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 Separation Date, 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 Family and Medical Leave Act
of 1993, the New Jersey antidiscrimination laws, or any other
federal, state or local law, regulation or ordinance.
BY THE COMPANY:
Except for (i) those obligations created by or arising out of this
Agreement or (ii) any and all claims, agreements, obligations,
demands, rights, causes of action and liabilities arising out of
Executive’s intentional misconduct, the Company, on behalf of
itself and on behalf of the Company’s divisions, affiliated
corporations, past and present, and each of them, as well as on
behalf of its and their directors, officers, managers,
shareholders, representatives, assignees, successors, agents and
executives, past and present, and each of them, hereby acknowledges
the full and complete satisfaction by Executive of her obligations
under the Employment Agreement, and hereby releases and discharges
and covenants not to sue Executive, her descendants, dependents,
heirs, executors, administrators, assigns, and successors, and each
of them. This release applies to any and all claims,
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,
arising out of or in any way connected with any acts or omissions
by Executive engaged in during the course of Executive’s
employment by the Company and/or arising out of or in any way
connected with Executive’s employment relationship
