Departure of Directors or Certain

On November 16, 2016, Tracy Stephens announced his decision to leave his position as Executive Vice-President International Operations and Procurement & Supply Chain Management (PSC) of Resources Connection, Inc. (the Company) and his memberships on the Boards of Directors of the Companys international subsidiaries or affiliates, effective as of December 31, 2016 (the Separation Date). In connection with Mr. Stephens resignation,on November 16, 2016, the Company and Mr. Stephens entered into a Severance and General Release Agreement (the Severance Agreement).

Under the terms of the Severance Agreement, the Company has agreed to pay Mr. Stephens a lump sum payment of three and one-half times his current base salary of $330,000, payable between January 1, 2017 a nd January 6, 2017.

All of Mr. Stephens outstanding unvested stock options, which he was awarded during his employment, will automatically vest as of the Separation Date and will remain exercisable for the duration of the term of such awards.

Mr. Stephens and his dependents will also be allowed continued participation in the Companys group health insurance plans at the Companys expense for a period of two (2) years following the Separation Date, subject to earlier termination upon his eligibility to participate in substantially comparable group health plans of a subsequent employer or other entity.

Mr. Stephens will be subject to various restrictive covenants for a period of twenty-four (24) months after the Separation Date, including covenants contained in the Employment Agreement between Mr. Stephens and the Company, dated July 30, 2013.

In accordance with applicable law, Mr. Stephens may revoke the Severance Agreement at any time during the seven days following the execution of the Severance Agreement, in which case he will not be entitled to the payments provided in the Severance Agreement.

The foregoing summary of the terms of the Severance Agreement is qualified in its entirety by the full text of the Severance Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.


Exhibit 10.1

Severance and General Release Agreement, effective November16, 2016, between Tracy Stephens and Resources Connection, Inc.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: November 21, 2016

By: /s/ Kate W. Duchene

Kate W. Duchene

Interim Chief Executive Officer

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