UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 15, 2008
RESOURCES CONNECTION, INC.
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Delaware
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0-32113
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33-0832424 |
(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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17101 Armstrong Avenue, Irvine, CA
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92614 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (714) 430-6400
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On July 15, 2008, the Compensation Committee of the Companys Board of Directors approved the
principal terms of employment agreements (the Agreements) for the Companys Executive Vice
Presidents (collectively the EVPs) Karen M. Ferguson, EVP and President, North American
Operations; Kate W. Duchene, EVP, Human Resources, and Chief Legal Officer; Nathan W. Franke, EVP
and Chief Financial Officer; and Anthony Cherbak, EVP and Chief Operating Officer.
The terms of the Agreements will be effective as of August 1, 2008, and shall, unless sooner
terminated as provided by the terms of the Agreements, remain in effect through the close of
business on August 1, 2011. The Agreements provide for additional one-year extension periods,
unless the Company or the EVP provides written notice to the contrary to the other party. The
Agreements for Ms. Ferguson, Ms. Duchene and Mr. Cherbak provide that they will have an annual base
salary of $318,000. Mr. Frankes base salary is $300,000. The Agreements also provide that the
EVPs shall be entitled to participate in any incentive or bonus plan maintained by the Company with
the actual annual bonus to be determined by the Board or the Compensation Committee pursuant to the
Companys bonus program for that year. Upon the occurrence of a Change of Control event, as
defined in the Companys 2004 Performance Incentive Plan, any stock option awards held by the EVPs
would automatically and fully vest. During the term of their employment with Resources, the EVPs
will generally be eligible to participate in any health and welfare benefit plans, fringe benefits,
and paid time off consistent with the benefits provided by the Company to its other senior
officers. In the event of any termination of employment due to death or disability, the
Agreements provide that the EVPs would be entitled to a pro-rated portion of any annual bonus for
the year of employment terminates as well as full vesting of any then-outstanding and otherwise
unvested equity awards granted by the Company. In the event that employment is terminated by the
Company without Cause (as defined in the Agreements) or by the EVP for Good Reason (as defined
in the Agreements), or in the event that the Company opts not to renew the term of the Agreements,
the Agreements provide that the EVP will, subject to entering into a release of claims, be entitled
to certain severance benefits. For a Termination by the EVP with Good Reason or Termination by
the Company without Cause the payment equals three and one half times annual base salary rate
(without taking into account any bonus component), continued participation in the Companys group
health insurance plans for up to two years, and full vesting of any then-outstanding and otherwise
unvested equity awards granted by the Company. If the Company elects not to renew, the payment
equals two times annual base salary rate. The Agreements also provide that, in the event of
certain change in control events affecting the Company in connection with which the EVP is subject
to Federal excise taxes imposed under Section 4999 of the Internal Revenue Code or any similar
state taxes, the Company will make a gross-up payment to put the EVP in the same after-tax
position as though any payments received in connection with that event were not subject to such
excise taxes. The Agreements also include certain non-compete, non-solicit and confidentiality
covenants in favor of the Company.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Employment Agreements, dated July 17, 2008, between Kate W. Duchene and Resources Connection,
Inc.
10.2 Employment Agreements, dated July 17, 2008, between Nathan W. Franke and Resources
Connection, Inc.
10.3 Employment Agreement, dated July 17, 2008, between Anthony Cherbak and Resources Connection,
Inc.
10.4 Amended and Revised Employment Agreement, dated July 17, 2008, between Karen M. Ferguson and
Resources Connection, Inc.