Resources Connection Inc.
03/04/2026 | Press release | Distributed by Public on 03/04/2026 15:04
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2026, Resources Connection, Inc. (the "Company") entered into a Separation and General Release Agreement with Bhadreskumar Patel, the Company's Chief Operating Officer, (the "Separation Agreement") that provides the last day of Mr. Patel's employment by the Company will be May 15, 2026 (the "Separation Date"). The Company will continue to pay Mr. Patel his current salary through the Separation Date. The Company does not expect to appoint another Chief Operating Officer to replace Mr. Patel. The Presidents of the Company's business units (who currently report to Mr. Patel) will report directly to the Company's Chief Executive Officer, Roger Carlile, following the Separation Date.
The Separation Agreement provides that Mr. Patel will be eligible for the severance benefits provided under his Employment Agreement with the Company, dated April 3, 2024, for a termination of his employment by the Company without "Cause." Specifically, the Separation Agreement provides that Mr. Patel will receive the following severance benefits, provided he executes and delivers a general release of claims in favor of the Company: (1) a lump sum cash payment of $1,650,000 (equal to one and one-half times the sum of his annual base salary and annual target bonus opportunity), to be paid within sixty days following the Separation Date; (2) a lump sum cash payment that approximates Mr. Patel's cost to continue healthcare coverage under COBRA for eighteen months following the Separation Date, to be paid within sixty days following the Separation Date; and (3) accelerated vesting of all of Mr. Patel's then-outstanding and unvested Company equity awards, including restricted stock units and performance-based restricted stock units (with performance-based restricted stock units vesting at the applicable "target" number of shares subject to the award), and the full term to exercise any outstanding Company stock options.
The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1, and is incorporated in this Item 5.02 by reference.
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