0000700841-09-000036.txt : 20090714 0000700841-09-000036.hdr.sgml : 20090714 20090714152459 ACCESSION NUMBER: 0000700841-09-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20090708 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090714 DATE AS OF CHANGE: 20090714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RCM TECHNOLOGIES INC CENTRAL INDEX KEY: 0000700841 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 951480559 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10245 FILM NUMBER: 09943850 BUSINESS ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 BUSINESS PHONE: 8563564500 MAIL ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 8-K 1 form8koptions071409.htm FORM8KOPTIONS071409

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 8, 2009

RCM Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada
(State or Other
Jurisdiction of
Incorporation)

1-10245
(Commission File
Number)

95-1480559

(I.R.S. Employer
Identification No.)

2500 McClellan Avenue, Suite 350
Pennsauken, NJ		08109-4613
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (856) 356-4500

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 (see General Instruction A.2. below):


[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2009, the Compensation Committee (the “Committee”) of the Board of Directors of RCM Technologies, Inc. (the “Company”) granted non-qualified stock options to certain of the Company’s officers, employees and non-employee directors. The number of shares of the Company’s common stock, $0.05 par value per share (the “Common Stock”) issuable upon exercise of these options is set forth opposite the name of each grantee in the following table:

Name of Grantee	Position	Number of Shares Underlying Option
Leon Kopyt	President and CEO	75,000
Kevin D. Miller	CFO, Treasurer and Secretary	50,000
Rocco Campanelli	Executive Vice President	25,000
Bill Gargano	Group Senior Vice President	25,000
Michael Saks	Senior Vice President	15,000
Norman S. Berson	Non-Employee Director	10,000
Robert B. Kerr	Non-Employee Director	10,000
Lawrence Needleman	Non-Employee Director	10,000

All of the option grants were made under the Company’s 2007 Omnibus Equity Compensation Plan except for the grant to Mr. Needleman, which was made utilizing shares remaining available for grant under the Company’s 2000 Employee Stock Incentive Plan. The option grants were made pursuant to the option grant agreements attached as exhibits hereto and incorporated by reference in this Item 5.02, and have the following terms and conditions, as well as such other terms and conditions as are set forth in the option grant agreements.

All of the options have a per share exercise price of $1.73, the closing price of the Common Stock as reported on the NASDAQ Global Market on July 7, 2009, the date on which the options were granted. The options have a ten-year term.

The options granted to Messrs. Kopyt and Miller become exercisable on the first anniversary of the date of grant, assuming that the grantee has been continuously employed by the Company between the date of grant and such first anniversary, and provided that vesting may be accelerated in the event of a Change of Control, as defined in the grant agreement. The options granted to Messrs. Campanelli, Gargano and Saks become exercisable on the third anniversary of the date of grant, assuming that the grantee has been continuously employed by the Company between the date of grant and such third anniversary, and provided that vesting may be accelerated, so that the option would become exercisable as to 50% of the shares subject thereto, based upon the determination of the Committee on each of the first two anniversaries of the date of grant as to the achievement by the grantee of certain goals described in the grant agreements. The options granted to Messrs. Berson, Kerr and Needleman become exercisable in equal installments on the first two anniversaries of the date of grant.

On July 10, 2009, the Board of Directors voted to increase the annual retainer fee to the non-employee members of the Board for Board service from $24,000 to $36,000, which amount shall continue to be payable in cash in equal monthly installments. Non-employee members of the Board shall continue to receive meeting attendance fees of $750 for each Board meeting and $300 for each Committee meeting in excess of four that is held on a date other than the date of a Board meeting.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(d) Exhibits.

Exhibit Number
99.1	Option Grant Agreement, dated July 8, 2009, to Leon Kopyt.
99.2	Option Grant Agreement, dated July 8, 2009, to Kevin D. Miller.
99.3	Option Grant Agreement, dated July 8, 2009, to Rocco Campanelli.
99.4	Option Grant Agreement, dated July 8, 2009, to Bill Gargano.
99.5	Option Grant Agreement, dated July 8, 2009, to Michael Saks.
99.6	Option Grant Agreement, dated July 8, 2009, to Norman S. Berson.
99.7	Option Grant Agreement, dated July 8, 2009, to Robert B. Kerr.
99.8	Option Grant Agreement, dated July 8, 2009, to Lawrence Needleman.

SIGNATURES

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.

RCM TECHNOLOGIES, INC.

By:	/s/ Kevin D. Miller
	Kevin D. Miller
	Chief Financial Officer, Treasurer and Secretary

Dated: July 14, 2009

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Option Grant Agreement, dated July 8, 2009, to Leon Kopyt.
99.2	Option Grant Agreement, dated July 8, 2009, to Kevin D. Miller.
99.3	Option Grant Agreement, dated July 8, 2009, to Rocco Campanelli.
99.4	Option Grant Agreement, dated July 8, 2009, to Bill Gargano.
99.5	Option Grant Agreement, dated July 8, 2009, to Michael Saks.
99.6	Option Grant Agreement, dated July 8, 2009, to Norman S. Berson.
99.7	Option Grant Agreement, dated July 8, 2009, to Robert B. Kerr.
99.8	Option Grant Agreement, dated July 8, 2009, to Lawrence Needleman.

EX-99 2 lkoption070809.htm LKOPTION070809

RCM TECHNOLOGIES, INC.

2007 OMNIBUS EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT

This STOCK OPTION GRANT, dated as of July 8, 2009 (the “Date of Grant”), is delivered by RCM Technologies, Inc. (“RCM”) to Leon Kopyt (the “Grantee”).

RECITALS

The RCM Technologies, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of RCM. The Compensation Committee (the “Committee”) of the Board of Directors of RCM (the “Board”) has decided to make this nonqualified stock option grant as an inducement for the Grantee to promote the best interests of RCM and its stockholders. If the Grantee is a non-employee member of the Board, all references in this Agreement to the “Committee” shall be deemed to refer to the Board. A copy of the Plan is attached.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, RCM hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase 75,000 shares of common stock of RCM (“Shares”) at an exercise price of $1.73 per Share. The Option shall become exercisable according to Paragraph 2 below.

Exercisability of Option. The Option shall become exercisable on the following dates, if the Grantee is employed by, or providing service to, the Company (as defined in the Plan) on the applicable date (each, a “Vesting Date”):

Shares for Which the Option is

Vesting Date Exercisable as of Vesting Date

July 8, 2010 75,000

In the event of a Change of Control (as defined herein) the Option in its entirety (all 75,000 shares) immediately and simultaneously at the Change of Control occurs become exercisable at any time, and from time to time, in whole or in part.

A Change in Control shall be deemed to have occurred if:

(a) any of events occur that fit the description of a Change of Control as defined in the Plan;

(b) Leon Kopyt terminates as Chairman of the Board or Chief Executive Officer for any reason whatsoever, including but not limited to Kopyt's death or disability (within the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended, within the meaning of the Company’s long-term disability plan applicable to the Grantee, or as otherwise determined by the Committee);

Page 1 of 4

The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share.

Term of Option.

(a) The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan.

(b) If Grantee ceases to be an employee of the Company by reason of: (a) the death or disability of Grantee within the meaning of Section 22(e) of the Code; (b) his voluntary resignation;(c) the termination of his employment by the Company for Good and Sufficient Cause; or(d) the termination of his employment by the Company for any other

Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant.

Exercise Procedures.

(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving RCM written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised and the method of payment. Payment of the exercise price shall be made in accordance with procedures established by the Committee from time to time based on type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price (i) in cash or by certified or cashier’s check, (ii) with the approval of the Committee, by delivering Shares of RCM, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) in cash, on the T+3 settlement date that occurs after the exercise date specified in the notice of exercise, provided that the Participant exercises the Option through an irrevocable agreement with a registered broker and the payment is made in accordance with procedures permitted by Regulation T of the Federal Reserve Board and such procedures do not violate applicable law or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of RCM to exercise the Option.

Page 2 of 4

(b) The obligation of RCM to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as RCM counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

(c) All obligations of RCM under this Agreement shall be subject to the rights of RCM as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. In addition, with respect to any required tax withholding amount that exceeds the minimum applicable withholding tax rate, the Committee may permit the Grantee to satisfy such tax withholding obligation with respect to such excess amount by providing that the Grantee may elect to deliver to RCM Shares owned by the Grantee that have been held by the Grantee for the requisite period of time to avoid adverse accounting consequences to RCM.

Change in Control. The provisions of the Plan applicable to a Change in Control (as defined in the Plan) shall apply to the Option, and, in the event of a Change in Control, the Option shall fully vest pursuant to Paragraph 2.

Restrictions on Exercise. Except as the Committee may otherwise permit pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.

Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of RCM and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

No Employment or Other Rights. The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Company and shall not interfere in any way with the right of the Company to terminate the Grantee’s employment or service at any time. The right of the Company to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.

Page 3 of 4

No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the Option.

10.

Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, RCM may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of RCM hereunder shall extend to any successors or assigns of RCM and to RCM’s parents, subsidiaries, and affiliates. This Agreement may be assigned by RCM without the Grantee’s consent.

11.

Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to the conflicts of laws provisions thereof.

12.

Notice. Any notice to RCM provided for in this instrument shall be addressed to RCM in care of the Chief Financial Officer at the corporate headquarters of RCM, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Company, or to such other address as the Grantee may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

IN WITNESS WHEREOF, RCM has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

WITNESS RCM TECHNOLOGIES, INC.

By: By: /s/ Lawrence Needleman

I hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding.

Grantee: Date:

Leon Kopyt

Page 4 of 4

EX-99 3 kmoption070809.htm KMOPTION070809

RCM TECHNOLOGIES, INC.

2007 OMNIBUS EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT

This STOCK OPTION GRANT, dated as of July 8, 2009 (the “Date of Grant”), is delivered by RCM Technologies, Inc. (“RCM”) to Kevin D. Miller (the “Grantee”).

RECITALS

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, RCM hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase 50,000 shares of common stock of RCM (“Shares”) at an exercise price of $1.73 per Share. The Option shall become exercisable according to Paragraph 2 below.

Shares for Which the Option is

Vesting Date Exercisable as of Vesting Date

July 8, 2010 50,000

In the event of a Change of Control (as defined herein) the Option in its entirety (all 50,000 shares) immediately and simultaneously at the Change of Control occurs become exercisable at any time, and from time to time, in whole or in part.

A Change in Control shall be deemed to have occurred if:

(a) any of events occur that fit the description of a Change of Control as defined in the Plan;

(b) Kevin D. Miller terminates as Chief Financial Officer for any reason whatsoever, including but not limited to Miller's death or disability (within the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended, within the meaning of the Company’s long-term disability plan applicable to the Grantee, or as otherwise determined by the Committee);

Page 1 of 4

Term of Option.

(b) If Grantee ceases to be an employee of the Company by reason of: (a) the death or disability of Grantee within the meaning of Section 22(e) of the Code; (b) his voluntary resignation; (c) the termination of his employment by the Company for Good and Sufficient Cause; or (d) the termination of his employment by the Company for any other

Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant.

Exercise Procedures.

Page 2 of 4

Page 3 of 4

10.

11.

12.

IN WITNESS WHEREOF, RCM has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

WITNESS RCM TECHNOLOGIES, INC.

By: By: /s/ Leon Kopyt

Leon Kopyt

Grantee: Date:

Kevin D. Miller

Page 4 of 4

EX-99 4 rcoption070809.htm RCOPTION070809

RCM TECHNOLOGIES, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT

This STOCK OPTION GRANT, dated as of July 8, 2009 (the “Date of Grant”), is delivered by RCM Technologies, Inc. (“RCM”) to Rocco Campanelli (the “Grantee”).

RECITALS

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, RCM hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase 25,000 shares of common stock of RCM (“Shares”) at an exercise price of $1.73 per Share. The Option shall become exercisable according to Paragraph 2 below.

Exercisability of Option. Provided the Grantee has been continuously employed by the Company for a minimum period of three (3) years since the date of this agreement, the Option may be exercised at any time, and from time to time, in whole or in part, subject to Condition to Exercise of Option specified in Section 4(d) herein, until the termination thereof as provided in Section 3 below; provided, however, that the administrators of the Plan, the Compensation Committee (the "Committee"), may limit the number of Shares with respect to which he may exercise the Option in any one year. Notwithstanding the foregoing, the Committee may, at its sole discretion, (a) accelerate the exercisability of the Option (subject to any other applicable provisions of the Plan or this agreement), with respect to 50% of the Shares subject thereto, after the first anniversary of the date of this agreement if the Committee determines that for the 2009 operational year the Grantee has been successful in carrying-out his responsibilities and duties, taking into account all relevant facts and circumstances, and has achieved operating results for such fiscal year that is equal to or greater than the forecasted budget and performance objectives for such fiscal year, and (b) accelerate the exercisability of the Option (subject to any other applicable provisions of the Plan or this agreement), with respect to 50% of the Shares subject thereto, after the second anniversary of the date of this agreement if the Committee determines that for the 2010 operational year the Grantee has been successful in carrying-out his responsibilities and duties, taking into account all relevant facts and circumstances, and has achieved operating results for such fiscal year that is equal to or greater than the forecasted budget and performance objectives for such fiscal year. Any determination by the Committee to accelerate the exercisability of a portion of the Option as a result of performance for a fiscal year may be made independently of any such decision made for any other fiscal year or for any other participant in the Plan. In no event shall the Compensation Committee be obligated to accelerate vesting per Sections 2(a) and 2(b) of this Agreement.

Term of Option.

(b) The Option shall automatically terminate upon the happening of the first of the following events:

(i) The expiration of the 90-day period after the Grantee ceases to be employed

by, or provide service to, the Company, if the termination is for any reason

other than Disability (as defined below), death or Cause (as defined below).

(ii)

The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Company on account of the Grantee’s Disability.

(iii)

The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Company, if the Grantee dies while employed by, or providing service to, the Company or within 90 days after the Grantee ceases to be so employed or provide such services on account of a termination described in subparagraph (i) above.

(iv)

The date on which the Grantee ceases to be employed by, or provide service to, the Company for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall immediately terminate.

Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide service to, the Company shall immediately terminate.

(i) “Disability” shall mean a Grantee’s becoming disabled within the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended, within the meaning of the Company’s long-term disability plan applicable to the Grantee, or as otherwise determined by the Committee.

(ii) “Cause” shall mean, except to the extent otherwise specified by the Committee, a finding by the Committee that the Grantee (i) has materially breached his or her employment or service contract with the Company, which breach has not been remedied by the Grantee after written notice has been provided to the Grantee of such breach, (ii) has engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty, (iii) has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information, (iv) has breached any written non-competition or non-solicitation agreement between the Grantee and the Company or (v) has engaged in such other behavior detrimental to the interests of the Company as the Committee determines.

-2-

Exercise Procedures.

-3-

(d) Condition to Exercise of Option.

(i) As a condition precedent to the exercise of the Option and issuance of Shares, the Company shall be satisfied that registration of such Shares is not required under the Securities Act of 1933 or any other applicable securities law including that all of the requirements to establish an exemption from any such registration requirements have been met. The Company shall not be required to register the Option or the Shares under the Securities Act of 1933 (the "Act") or any other securities law.

Change in Control. The provisions of the Plan applicable to a Change in Control (as defined in the Plan) shall apply to the Option, and, in the event of a Change in Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.

10.

-4-

11.

12.

IN WITNESS WHEREOF, RCM has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

WITNESS RCM TECHNOLOGIES, INC.

By: By: /s/ Leon Kopyt

Leon Kopyt

Rocco Campanelli

-5-

EX-99 5 bgoption070809.htm BGOPTION070809

RCM TECHNOLOGIES, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT

This STOCK OPTION GRANT, dated as of July 8, 2009 (the “Date of Grant”), is delivered by RCM Technologies, Inc. (“RCM”) to Bill Gargano (the “Grantee”).

RECITALS

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, RCM hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase 25,000 shares of common stock of RCM (“Shares”) at an exercise price of $1.73 per Share. The Option shall become exercisable according to Paragraph 2 below.

Term of Option.

(b) The Option shall automatically terminate upon the happening of the first of the following events:

(i) The expiration of the 90-day period after the Grantee ceases to be employed

by, or provide service to, the Company, if the termination is for any reason

other than Disability (as defined below), death or Cause (as defined below).

(ii)

The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Company on account of the Grantee’s Disability.

(iii)

(iv)

-2-

Exercise Procedures.

-3-

(d) Condition to Exercise of Option.

10.

-4-

11.

12.

IN WITNESS WHEREOF, RCM has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

WITNESS RCM TECHNOLOGIES, INC.

By: By: /s/ Leon Kopyt

Leon Kopyt

Bill Gargano

EX-99 6 msoption070809.htm MSOPTION070809

RCM TECHNOLOGIES, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT

This STOCK OPTION GRANT, dated as of July 8, 2009 (the “Date of Grant”), is delivered by RCM Technologies, Inc. (“RCM”) to Michael Saks (the “Grantee”).

RECITALS

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, RCM hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase 15,000 shares of common stock of RCM (“Shares”) at an exercise price of $1.73 per Share. The Option shall become exercisable according to Paragraph 2 below.

Term of Option.

(b) The Option shall automatically terminate upon the happening of the first of the following events:

(i) The expiration of the 90-day period after the Grantee ceases to be employed by, or provide service to, the Company, if the termination is for any reason other than Disability (as defined below), death or Cause (as defined below).

(ii)

The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Company on account of the Grantee’s Disability.

(iii)

(iv)

-2-

Exercise Procedures.

-3-

(d) Condition to Exercise of Option.

10.

-4-

11.

12.

IN WITNESS WHEREOF, RCM has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

WITNESS RCM TECHNOLOGIES, INC.

By: By: /s/ Leon Kopyt

Leon Kopyt

Michael Saks

-5-

EX-99 7 nboption070809.htm NBOPTION070809

RCM TECHNOLOGIES, INC.

2007 OMNIBUS EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT

This STOCK OPTION GRANT, dated as of July 8, 2009 (the “Date of Grant”), is delivered by RCM Technologies, Inc. (“RCM”) to Norman S. Berson (the “Grantee”).

RECITALS

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, RCM hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase 10,000 shares of common stock of RCM (“Shares”) at an exercise price of $1.73 per Share. The Option shall become exercisable according to Paragraph 2 below.

Shares for Which the Option is

Vesting Date Exercisable as of Vesting Date

July 8, 2010 5,000

July 8, 2011 5,000

Term of Option.

(b) The Option shall automatically terminate upon the happening of the first of the following events:

(i) The expiration of the 90-day period after the Grantee ceases to be employed by,

or provide service to, the Company, if the termination is for any reason other

than Disability (as defined below), death or Cause (as defined below).

(ii)

The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Company on account of the Grantee’s Disability.

(iii)

(iv)

-2-

Exercise Procedures.

-3-

10.

-4-

11.

12.

IN WITNESS WHEREOF, RCM has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

WITNESS RCM TECHNOLOGIES, INC.

By: By: /s/ Leon Kopyt

Leon Kopyt

Grantee: Date:

Norman S. Berson

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EX-99 8 rkoption070809.htm RKOPTION070809

RCM TECHNOLOGIES, INC.

2007 OMNIBUS EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT

This STOCK OPTION GRANT, dated as of July 8, 2009 (the “Date of Grant”), is delivered by RCM Technologies, Inc. (“RCM”) to Robert B. Kerr (the “Grantee”).

RECITALS

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, RCM hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase 10,000 shares of common stock of RCM (“Shares”) at an exercise price of $1.73 per Share. The Option shall become exercisable according to Paragraph 2 below.

Shares for Which the Option is

Vesting Date Exercisable as of Vesting Date

July 8, 2010 5,000

July 8, 2011 5,000

Term of Option.

(b) The Option shall automatically terminate upon the happening of the first of the following events:

(i) The expiration of the 90-day period after the Grantee ceases to be employed

by, or provide service to, the Company, if the termination is for any reason

other than Disability (as defined below), death or Cause (as defined below).

(ii)

The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Company on account of the Grantee’s Disability.

(iii)

(iv)

-2-

Exercise Procedures.

-3-

10.

-4-

11.

12.

IN WITNESS WHEREOF, RCM has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

WITNESS RCM TECHNOLOGIES, INC.

By: By: /s/ Leon Kopyt

Leon Kopyt

Grantee: Date:

Robert B. Kerr

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EX-99 9 lnoption070809.htm LNOPTION070809

STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of this 8th day of July, 2009, by and between RCM TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Nevada ( the "Company") and Lawrence Needleman ("Needleman").

W I T N E S E T H :

     WHEREAS, Needleman has been a non-employee Director of the Company since 2007; and

     WHEREAS, the Company has established the RCM Technologies, Inc. 2000 Employee Stock Incentive Plan (the "Plan"), which is intended to provide non-employee Directors of the Company and any majority-owned or wholly-owned subsidiary (individually the "Subsidiary" and collectively the "Subsidiaries") a favorable opportunity to acquire shares of Common Stock of the Company, thereby providing them with an increased incentive to work for the success of the Company and better enabling the Company to attract and retain capable Directors; and

     WHEREAS, the 2000 Employee Stock Incentive Plan adopted by the directors of the Company on January 6, 2000 and approved by the stockholders of the Company at the Annual Meeting held on March 3, 2000; and

     WHEREAS, the Plan provides that options to purchase the Company's shares may be granted to each non-employee Director as determined by "the Ineligible Directors" as defined in the Plan at an option price per share equal to the closing price as reported on NASDAQ on the date of grant.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND INTENDING TO BE LEGALLY BOUND HEREBY, THE COMPANY AND NEEDLEMAN AGREE AS FOLLOWS:

1. Grant of Option

The Company hereby grants to Needleman options (the "Options") to purchase 10,000 fully paid and non-assessable shares of the Company's Common Stock, $.05 par value, (the "Shares") at the purchase price of $1.73 (the "Option Price") representing the closing price for the Company's Common Stock as reported on NASDAQ for July 7, 2009 in the manner and subject to the conditions hereinafter provided.

2. Vesting of Exercise of Option

The Options will vest in accordance with the following schedule:

July 8, 2010 5,000 shares

July 8, 2011 5,000 shares

The vested portion of Options may be exercised at any time, and from time to time, in whole or in part, until the termination thereof as provided in Paragraph 4 below.

3. Method of Exercise

The Option Price of each Share purchased upon exercise of an Option shall be paid in full, in cash, at the time of such exercise; provided, however, that Needleman may exercise an Option in whole or in part by tendering to the Company whole Shares of the Company's Common Stock, $.05 par value, owned by him, and cash, having fair market value equal to the cash exercise price of the Shares with respect to which the Option is being exercised. For this purpose, any Shares so tendered by Needleman shall be deemed to have a fair market value equal to the average of the closing sales price for the Shares on any national securities exchange on which such Shares are listed (or, if listed on more than one such exchange, then on the one located in New York City) or, if not so listed, the closing price reported on the National Association of Securities Dealers, Inc. Automated Quotations Systems (NASDAQ), for the five trading days preceding the date of exercise of the Option.

An Option may be exercised at any time and from time to time during the term of the Option as to any or all whole Shares which have become subject to purchase pursuant to the terms of the Option or the Plan, but not at any time as to fewer that one hundred (100) Shares unless the remaining Shares which have become subject to purchase are fewer than one hundred (100) Shares.

An Option may be exercised only by written notice to the Company, mailed to the attention of the Secretary of the Company, signed by Needleman (or such other persons as shall demonstrate to the Company his or their right to exercise the Option), specifying the number of Shares in respect of which it is being exercised, and accompanied by payment of the Option Price for such Shares.

The certificate or certificates for the Shares as to which the Option is exercised shall be registered in the name of the person or persons so exercising the Option and shall be delivered to or upon the order of such person or persons as soon as practicable after such written notice is received by the Company.

4. Termination of the Option

If Needleman ceases to be a non-employee director of the Company by reason of: (a) the death or disability of Needleman within the meaning of Section 22(e) of the Code; (b) his voluntary resignation; or (c) the termination of his directorship by the Company for any reason, the Option, to the extent vested and unexercised by Needleman as of the date Needleman’s directorship is terminated, may be exercised by Needleman (or Needleman’s legal representative) within three months after such directorship termination.

5. Condition to Exercise of Option

As a condition precedent to the exercise of the Options and the issuance of Shares, the Company shall be satisfied that the Shares have been registered under the Securities Act of 1933 or any other applicable securities law or that registration of such Shares is not required, including that all of the requirements to establish an exemption from any such registration requirements have been met. The Company shall not be required to register the Options or the Shares under the Securities Act of 1933 or any other securities law.

6. Adjustments Upon Changes in Common Stock

In the event of any change after the effective date of the Plan in the outstanding stock of the Company by reason of any reorganization, recapitalization, stock split, stock dividend, combination of shares, exchange of shares, merger or consolidation, liquidation, or any other change after the effective date of the Plan in the nature of the Shares of the Company, the Company shall make a corresponding adjustment in the number and kind of Shares reserved under the Plan, and in the Option Price and the number and kind of Shares covered by outstanding Options granted under the Plan as determined by the Ineligible Directors as defined in the Plan. Any determination by the Ineligible Directors hereunder shall be conclusive.

Upon any adjustment made pursuant to this Section 6, the Company will, upon request, deliver to Needleman, a certificate of the Company's Secretary or an Assistant Secretary setting forth the Option Price thereafter in effect and the number and kind of shares, other securities or other property thereafter purchasable on the exercise of such Option.

7. Representations by Needleman:

Unless the Shares subject to an Option are registered under the applicable federal and state securities laws, Needleman by accepting the Option shall be deemed to agree for himself and his legal representatives that any Option granted to him and any and all Shares of Common Stock purchased upon the exercise of Option shall be acquired for investment and not with a view to, or for the sale in connection with, any distribution thereof, and each notice of the exercise of any portion of an Option shall be accompanied by a representation in writing, signed by Needleman or his legal representative, as the case may be, that the Shares of Common Stock are being acquired in good faith for investment and not with a view to, or for the sale in connection with, any distribution thereof (except in case of Needleman's legal representative for distribution, but not for sale, to his legal heirs, legatees and other testamentary beneficiaries). Any Shares issued pursuant to an exercise of an Option may bear a legend evidencing such representation and limitations.

Needleman further represents and warrants as follows:

(a) he is familiar with the business and financial condition of the Company and all reasonable requests for information with respect thereto made by Needleman to the Company have been fulfilled to the satisfaction of Needleman; (b) he has been advised that the proceeds realized by the Company from the sale of any Shares purchased pursuant hereto will be used for general corporate purposes; (c) he has been advised that the Board of Directors has the right at any time to issue additional Shares of stock and the issuance thereof would dilute the percentage of the outstanding stock of the Company represented by the Shares to be purchased; (d) in connection with the Options granted hereby and any Shares subscribed for hereunder, the Needleman has not received any public media advertisements and has not been solicited by an form of mass mailing solicitation; (e) the Needleman is able to bear the economic risk of his investment;(f) the Needleman understands that the share certificates issued to him upon the exercise of his Option will be appropriately legended to indicate the restrictions on transfer in accordance with this Section; and (g) Needleman further warrants that upon the grant of this Option: (i) the number of common shares then subject to all options to purchase held by Needleman, plus the common shares then owned by Needleman will not constitute more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, or a parent or a subsidiary of the Company; and (ii) the aggregate fair market value (determined as of the time an option is granted) of the common shares with respect to which incentive stock options are exercisable for the first time by Needleman during any calendar year will not exceed $1,000,000.00.

Needleman agrees to hold harmless and indemnify the Company, its Directors and officers from and against any and all liabilities resulting to it through violation by Needleman of the above warranties and representations.

8. Rights Prior to Exercise of Option

This Option is nontransferable by Needleman, except in the event of his death as provided in Paragraph 3 above, and during his lifetime is exercisable only by him. Needleman shall have no rights as stockholder with respect to the Option Shares until payment of the Option Price and delivery to him of such shares as herein provided.

9. Binding Effect

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

10. Notices

Any and all notices, designations, consents, offers, acceptances or any other communications provided for herein shall be given in writing by registered or certified mail, return receipt requested, which will be addressed, in the case of the Company, to its principal office and in the case of Needleman to his address appearing in the records of the Company or to such other address as may be designated by him.

11. Governing Law

This Agreement shall be construed and governed in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

RCM TECHNOLOGIES, INC.

By: /s/ Leon Kopyt

                                                         LEON KOPYT, President




                                                      Lawrence Needleman