This Employment Agreement (this “Agreement” ) is made as of April 1, 2004, between Donald B. Murray ( “Executive” )
and Resources Connection, Inc. (the “Company” ).
WHEREAS, the Company, as successor-in-interest to RC Transaction Corp., and Executive are parties to that certain
Employment Agreement dated April 1, 1999 (the “ Prior Employment Agreement ”); and
WHEREAS, the Company and Executive mutually desire to replace the Prior Employment Agreement and to continue
Executive’s employment with the Company in the capacities described below, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:
1. REPLACEMENT OF PRIOR EMPLOYMENT AGREEMENT
Executive and the Company agree that, effective April 1, 2004, this Agreement replaces and supersedes the Prior
Employment Agreement and that the Prior Employment Agreement shall be of no further force or effect.
(a) The Company does hereby hire, engage, and employ Executive as the Chairman and Chief Executive Officer of the
Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the Period of
Employment (as defined in Section 3), Executive shall serve the Company in such positions fully, diligently, competently, and in
conformity with the provisions of this Agreement, directives of the Board of Directors of the Company (the “ Board ”), and the
corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted
during the Period of Employment, and Executive shall have duties and authority consistent with Executive’s position as
Chairman and Chief Executive Officer. If requested by the Company, Executive shall also serve as a member of Board committees
without additional compensation.
(b) Throughout the Period of Employme