-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P8sjbl+5dkcASDu7Oi9ur9wBsfsDm4Yv9evbuMzQW9Qrr7Ip3xdEP3/JbCchPnV/ XgnwGydC2FjhZ4ILVizaJA== 0000950116-00-002928.txt : 20001222 0000950116-00-002928.hdr.sgml : 20001222 ACCESSION NUMBER: 0000950116-00-002928 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001221 EFFECTIVENESS DATE: 20001221 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: S-8 SEC ACT: SEC FILE NUMBER: 333-52480 FILM NUMBER: 793601 BUSINESS ADDRESS: STREET 1: 2500 MCCLELLAN AVE STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109 BUSINESS PHONE: 6094861777 MAIL ADDRESS: STREET 1: 2500 MCCLELLAN AVENUE STREET 2: STE 350 CITY: PENNSAUKEN STATE: NJ ZIP: 08109-4613 S-8 1 0001.txt S-8 As filed with the Securities and Exchange Commission on December 21, 2000 Registration No. 333-____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- RCM TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) Nevada 95-1480559 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation of organization) 2500 McClellan Avenue, Suite 350 Pennsauken, New Jersey 08109-4613 (Address of principal executive offices) Nonqualified Deferred Compensation Plan (Full title of the plan) Leon Kopyt President and Chief Executive Officer RCM Technologies, Inc. 2500 McClellan Avenue, Suite 350 Pennsauken, NJ 080109-4613 (856) 486-1777 (Name, Address and Telephone Number, including area code, of Agent for Service) Copies to: Richard A. Silfen, Esquire Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5000
CALCULATION OF REGISTRATION FEE ====================================================================================================================== Title of Securities Number of` Proposed Maximum Proposed Maximum to be Shares to be Offering Price Aggregate Amount of Registered Registered Per Share(1) Offering Price(1) Registration Fee (1) - ---------------------------------------------------------------------------------------------------------------------- Common stock, 3,000,000 (2) 100% $3,000,000 $792.00 $0.05 par value ======================================================================================================================
(1) The Deferred Compensation Obligations are unsecured obligations of RCM Technologies, Inc. to pay deferred compensation in the future in accordance with the terms of the Nonqualified Deferred Compensation Plan (2) Estimated solely for the purpose of determining the registration fee. =============================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, as filed by RCM Technologies, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this Registration Statement and made a part hereof: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1999, as amended on Form 10-K/A filed with the Commission on February 28, 2000; (b) The Registrant's Transition Report on Form 10-Q for the transition period from November 1, 1999 to December 31, 1999; (c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2000, June 30, 2000 and September 30, 2000; (d) The Registrant's Current Report on Form 8-K filed with the Commission on January 28, 2000; (e) The description of Registrant's common stock, par value $0.05, contained in the Registrant's Registration Statement filed on Form 10 on March 1, 1982. All reports and other documents hereafter filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference from the date of filing of such documents. Any statement contained in a document, incorporated, or deemed to be, by reference herein or contained in this registration statement, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Under the Nonqualified Deferred Compensation Plan (the "Plan"), the Company will provide eligible employees the opportunity to enter into agreements for the deferral of a portion of their future cash compensation. The obligations of the Company under such agreements (the "Obligations") will be unsecured general obligations of the Company to pay the deferred compensation in the future in accordance with the terms of the Plan, and will rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The amount of compensation to be deferred by each participating employee will be determined in accordance with the Plan based on elections by the employee. Each Obligation will be payable upon termination of employment or retirement in accordance with the terms of the Plan. The Obligations will be indexed to one or more earnings options (the "Earnings Options") individually chosen by each employee participant from the list of mutual funds available under the Plan. Each employee participant's Obligation will be adjusted to reflect the investment experience of the selected Earnings Options, including any appreciation or depreciation. The Company is under no obligation to invest in such Earnings Options. The Obligations will be denominated and be payable in United States dollars. An employee participant's right or the right of any other person to the Obligations cannot be assigned, alienated, sold, garnished, transferred, pledged, or encumbered except by a written designation of a beneficiary under the Plan, by the terms of the Plan in the event there is no designated beneficiary or by court order in the case of marital dispute. The Obligations are not subject to redemption, in whole or in part, at the option of the Company prior to termination of employment, retirement or the individual payment dates specified by the participating employees. The Plan provides certain default distribution methods; however, participant may elect to receive a distribution under the Plan in such manner as is acceptable to the Plan Administrator. In addition, the Plan Administrator may, in its discretion, direct that a participant be paid an amount (not to exceed his Obligation) sufficient to meet a financial hardship as defined in the Plan. The Company reserves the right to amend or terminate the Plan at any time, except that no such amendment or termination shall (i) result in the distribution of amounts credited to a participant's deferral account in any manner other than as provided in the Plan, or (ii) reduce the availability of amounts previously deferred. The rules relating to distribution may be generally altered or specifically waived by the Plan Administrator in its sole discretion, but may not reduce the availability of amounts previously deferred unless it is necessary to do so to preserve the tax deferral on amounts deferred. The Obligations are not convertible into another security of the Company. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. No trustee has been appointed having the authority to take action with respect to the Obligations and each employee participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers or amendments pertaining to the Obligations, enforcing covenants and taking action upon a default. Item 5. Interests of Named Experts and Counsel. Not applicable. II-1 Item 6. Indemnification of Directors and Officers. Subsection 1 of Section 78.7502 of the Nevada Revised Statutes ("NRS") empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprises (an "Indemnified Party"), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnified Party in connection with such action, suit or proceeding if the Indemnified Party acted in good faith and in a manner the Indemnified Party reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe the Indemnified Party's conduct was unlawful. Subsection 2 of Section 78.7502 of the NRS empowers a corporation to indemnify any Indemnified Party who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in the capacity of an Indemnified Party against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by the Indemnified Party in connection with the defense or settlement of such action or suit if the Indemnified Party acted under standards similar to those set forth above, except that no indemnification may be made in respect of any claim, issue or matter as to which the Indemnified Party shall have been adjudged to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that in view of all the circumstances, the Indemnified Party is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 78.7502 of the NRS further provides that to the extent an Indemnified Party has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Subsection (1) or (2) described above or in the defense of any claim, issue or matter therein, the corporation shall indemnify the Indemnified Party against expenses (including attorneys' fees) actually and reasonably incurred by the Indemnified Party in connection therewith. Subsection 1 of Section 78.751 of the NRS provides that any discretionary indemnification under Section 78.7502 of the NRS, unless ordered by a court or advanced pursuant to Subsection 2 of Section 78.751, may be made by a corporation only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances. Such determination must be made (a) by the stockholders, (b) by the board of directors of the corporation by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such disinterested directors so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum of such disinterested directors cannot be obtained. II-2 Subsection 2 of Section 78.751 of the NRS provides that a corporation's articles of incorporation or bylaws or an agreement made by the corporation may require the corporation to pay as incurred and in advance of the final disposition of a criminal or civil action, suit or proceeding, the expenses of officers and directors in defending such action, suit or proceeding upon receipt by the corporation of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court that he is not entitled to be indemnified by the corporation. Said Subsection 2 further provides that the provisions of that Subsection 2 do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract or otherwise by law. Subsection 3 of Section 78.751 of the NRS provides that indemnification and advancement of expenses authorized in or ordered by a court pursuant to said Section 78.751 does not exclude any other rights to which the Indemnified Party may be entitled under the articles of incorporation or any by-law, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or in another capacity while holding his office. However, indemnification, unless ordered by a court pursuant to Section 78.7502 or for the advancement of expenses under Subsection 2 of Section 78.751 of the NRS, may not be made to or on behalf of any director or officer of the corporation if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. Additionally, the scope of such indemnification and advancement of expenses shall continue as to an Indemnified party who has ceased to hold one of the positions specified above, and shall inure to the benefit of his or her heirs, executors and administrators. The Registrant's Articles of Incorporation provide that the Company shall, to the full extent permitted by the NRS, indemnify all persons whom it has the power to indemnify pursuant thereto, including officers and directors of Registrant. Section 78.752 of the NRS empowers a corporation to purchase and maintain insurance or make other financial arrangements on behalf of an Indemnified Party for any liability asserted against such person and liabilities and expenses incurred by such person in his or her capacity as an Indemnified Party or arising out of such person's status as an Indemnified Party whether or not the corporation has the authority to indemnify such person against such liability and expenses. The Registrant's Articles of Incorporation authorize the Registrant to maintain insurance to cover such liabilities. The Registrant has purchased Directors' and Officer's Liability Insurance to protect directors and officers of the Registrant from any liability asserted against them for acts taken or omissions occurring in their capacities as such. The Registrant's policy has an aggregate liability limit of $10,000,000. The Registrant is not required to maintain such insurance and there can be no assurance that the Registrant will continue to maintain such insurance or coverage in such amounts. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is II-3 against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a successful defense of action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issuer. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following is a list of exhibits filed as part of this Registration Statement. Exhibit Number Exhibit ------ ------- 4 Nonqualified Deferred Compensation Plan 5 Opinion of Schreck Brignone Godfrey 23.1 Consent of Grant Thornton LLP 23.2 Consent of Schreck Brignone Godfrey (included in Exhibit 5) 24 Power of Attorney (included in signature page) Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. II-4 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Pennsauken, state of New Jersey on this 21st day of December, 2000. RCM TECHNOLOGIES, INC. By: /s/ Leon Kopyt ------------------------------------- Leon Kopyt President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Leon Kopyt, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to the Registration Statement), and to file the same, with all exhibits thereto, and any other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Leon Kopyt Chairman of the Board of Directors, December 21, 2000 - ---------------------------- President and Chief Executive Leon Kopyt Officer (Principal Executive Officer) /s/ Stanton Remer Director, Chief Financial Officer, December 21, 2000 - ---------------------------- Treasurer and Secretary (Principal Stanton Remer Financial and Accounting Officer) /s/ Norman S. Berson Director December 21, 2000 - ---------------------------- Norman S. Berson /s/ Robert B. Kerr Director December 21, 2000 - ---------------------------- Robert B. Kerr /s/ Woodrow B. Moats, Jr. Director December 21, 2000 - ---------------------------- Woodrow B. Moats, Jr. /s/ Brian Delle Donne Director and Chief Operating December 21, 2000 - ---------------------------- Officer Brian Delle Donne
S-1 RCM TECHNOLOGIES, INC. INDEX TO EXHIBITS Exhibit Number Document - -------------- -------- 4 Nonqualified Deferred Compensation Plan 5 Opinion of Schreck Brignone Godfrey 23.1 Consent of Grant Thornton LLP 23.2 Consent of Schreck Brignone Godfrey (included in Exhibit 5) 24 Power of Attorney (included in signature page) S-3 EX-4 2 0002.txt EXHIBIT 4 EXHIBIT 4 RCM TECHNOLOGIES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN THIS PLAN, effective as of January 1, 2001 (the "Effective Date"), is established by RCM Technologies, Inc., a Nevada corporation (hereinafter the "Company"), 2500 McClellan Ave., Suite 350, Pennsauken, NJ 08109. RECITALS The Company recognizes the valuable services performed for it by the employees participating in this Plan (herein the "Employees," the "Participants" or the "Employees"). The Company desires to establish this Plan to permit certain Employees of the Company to defer payment of a portion of their compensation until the times specified in this Plan. The Employees participating in this Plan constitute a select group of management or highly compensated employees. It is the intention of the parties that this arrangement is unfunded for tax purposes and for purposes of Title I of ERISA. The Company desires to provide the terms and conditions under which such amounts shall be deferred and paid. AGREEMENTS In consideration of these premises, the Company hereby declares: 1. Establishment and Purposes. a. Establishment. Company hereby establishes this Plan as of the Effective Date. b. Name. The Plan shall be known as the "RCM Technologies, Inc. Nonqualified Deferred Compensation Plan." c. Purpose. The purpose of this Plan is to allow Employees to defer a portion of their compensation so that such amounts may be paid to the Employees (or their beneficiaries) as specified in this Plan, and to allow the Company to make certain discretionary contributions as provided in this Plan. 2. Definitions. Except as otherwise provided herein, the following terms shall have the definitions hereinafter indicated wherever used in this Plan with initial capital letters: a. Beneficiary: Any person, entity, or any combination thereof, designated by an Employee in a written document in substantially the form of Exhibit 1 attached to this Plan and hereby made a part of this Plan (or such other form as the Company may designate from time to time), to receive benefits under this Plan in the event of the Employee's death, or in the absence of any such designation, his or her estate. The term "Beneficiary" shall include one or more Beneficiaries, including all contingent Beneficiaries designated. b. Board of Directors: The Company's Board of Directors or other governing body at any time. c. Code: The Internal Revenue Code of 1986, as amended. d. Deferred Compensation Account: shall have the meaning set forth in Section 8 of this Plan. e. Disability or Disabled: An Employee shall be considered "Disabled" or to have a "Disability" for purposes of this Plan if he or she is unable to perform his or her regular duties because of a physical or mental illness or injury for a period in excess of four (4) months, and his or her employment terminates as a result of such illness or injury. -2- f. Employee or Executive: An Employee of the Company selected by the Company to participate in this Plan and who has fulfilled the requirements to participate in this Plan, provided that all Employees herein shall be members of a select group of management or highly compensated employees. The term "Executive" shall have the same meaning as the term "Employee." g. ERISA. The Employee Retirement Income Security Act of 1974, as amended. h. Participant: The term "Participant" shall have the same meaning in this Plan as the terms "Employee" and "Executive". i. Participation Agreement: A written document under which an Employee elects to participate in this Plan, and elects to defer a portion of his or her compensation, in substantially the form of Exhibit 2 attached to this Plan and hereby made a part of this Plan (or such other form as the Company may designate from time to time). j. Plan: This RCM Technologies, Inc. Nonqualified Deferred Compensation Plan. 3. Participation in the Plan. a. Employees selected by the Company from time to time shall be eligible to participate in this Plan. Notwithstanding any other provision herein, only individuals who are members of a select group of management or highly compensated employees may participate in this Plan. b. Employees may elect to commence their participation in this Plan and defer payment of part of their compensation by executing a Participation Agreement and delivering said Participation Agreement to the Company. -3- c. Each Participation Agreement executed under this Plan shall specify the total dollar amount (or a percentage) of base salary and commissions, and the total dollar amount (or a percentage) of the Employee's annual bonus which is to be deferred for each year. An Employee cannot defer more than fifty percent (50%) of his or her base salary and commissions, and may defer up to one hundred percent (100%) of his or her bonus for any year. The minimum amount that may be deferred in any year is Five Thousand Dollars ($5,000.00). If the Employee is a participant of this Plan for only part of the year, the minimum amount that may be deferred shall be $416.66 per month. The amount to be deferred shall be deducted from the compensation otherwise payable to the Employee. d. At times designated by the Company, each Employee may execute and deliver a written election with the Company in the form and manner directed by the Company to increase or decrease the amount deferred hereunder effective for compensation earned after the date designated in the election form. Any change in the amount deferred shall only be effective for amounts that have not yet been earned. If an Employee does not change the amount deferred, his or her previous election shall continue in effect. In its discretion, the Company may permit an Employee to execute a new deferral election form any time (including but not limited to situations in which an employee becomes a Participant of the Plan after the beginning of the year), provided that any change in the amount deferred shall only be effective for amounts that have not yet been earned. e. Employees who had participated in the Plan and who subsequently terminate their participation may recommence active participation with the consent of the Company by filing a new Participation Agreement as allowed by the Company. -4- f. All elections provided for in paragraphs (a) through (e) in this Section, including but not limited to all elections to participate in this Plan or to increase or decrease amounts deferred, shall only be effective if filed with or delivered to the Company in the manner requested or directed by the Company. 4. Employee Elective Deferrals and Designation of Schedule for Payment of Benefits. a. During each payroll period in which an Employee has elected to defer compensation under a Participation Agreement or deferral election form, the Company shall defer payment of such part of the Employee's compensation as is specified in the Participation Agreement or deferral election form (herein the "Employee Elective Deferrals"). Compensation is to be deferred for any calendar month only if an agreement providing for such deferral has been entered into before the first day of the month. However, with respect to a new employee, compensation may be deferred for the calendar month during which the employee first becomes an employee, if an agreement providing for such deferral is entered into before the first day on which the employee becomes an employee. b. In addition to designating the amount of his or her compensation that shall be deferred in a Participation Agreement or a deferral election form, an Employee may also designate when such amounts shall be paid, as provided in Section 9 of this Plan. 5. Company Contributions. In addition to the amounts that are voluntarily deferred by an Employee, the Company has discretion to defer additional amounts under this Plan (herein the "Company Contributions"). The additional amounts may be based on the Company profits for the previous year, and may be allocated among the Employees based on their respective levels of compensation. Any Company Contribution shall be credited to the Employee's Deferred Compensation Account at the time designated by the Company. -5- 6. Earnings Amounts. In addition to the other amounts credited to an Employee's Deferred Compensation Account, the Company shall also credit (or reduce) an Employee's Deferred Compensation Account by an amount equal to the amount that would have been earned (or lost) if the amounts deferred under this Plan had been invested in hypothetical investments designated by the Employee from time to time, based on a list of hypothetical investments provided by the Company from time to time. Such hypothetical earning shall be referred to in this Plan as the "Earnings Amount"). The Employee shall designate the investments used to measure the Earnings Amount from the list provided by the Company, by completing a document in the form of Exhibit 3 attached hereto, or in such other form as the Company may designate from time to time. The Employee may change such designations at such times as are permitted by the Company, provided that the Employee shall be entitled to change such designations at least quarterly. Earnings Amounts shall be credited to (or deducted from) the Employee's Deferred Compensation Account at least annually (or more frequently at the discretion of the Company). Earnings shall be credited (or deducted from) a Deferred Compensation Account until all payments with respect to such account have been made under this Plan. The Company shall not be liable or otherwise responsible for any decrease in an Employee's Deferred Compensation Account because of the investment performance of the designated assets. The Company, in its sole and absolute discretion may (or may not) acquire any particular investment product or any other instrument or otherwise invest any amount to provide the funds from which it can satisfy its obligations to make benefit payments under this Plan. To the extent that an Employee or his or her Beneficiary acquires a right to receive payments from the Company under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Company. -6- 7. Vesting of Company Contributions and Earnings Thereon. An Employee shall be one hundred percent (100%) vested at all times in his or her Employee Elective Deferrals and the Earnings thereon. In regards to the Company Contributions and Earnings thereon, an Employee shall be one hundred percent (100%) vested in any given plan year Company Contribution when the Employee has completed three (3) consecutive Years of Service with the Company as a Participant of this Plan immediately after the year for which the contribution is made, and he or she remains an employee on January 1 of the next year. For the purpose of determining the vesting for Company Contributions, each plan year Company Contribution shall be considered separately and have its own vesting schedule. No Years of Service with the Company prior to becoming a participant under this Plan shall be considered for purposes of this Plan. A "Year of Service" shall mean a calendar year after December 31, 2000 in which the Employee works at least one thousand (1,000) hours for the Company. If an Employee's employment with the Company terminates before he or she has completed at least three (3) consecutive Years of Service as a Participant under this Plan immediately after the year for which the contribution is made (or if he or she is not an employee on January 1 of the next year), the Employee shall have no interest whatsoever in such contribution and any Earnings thereon (in other words, any interest the Employee may have had shall be forfeited). As an example, assume that the Company reviews its results for the calendar year ending December 31, 2001, and as a result, in March of 2002, elects to make a Company Contribution. In order to vest in such contribution (and the Earnings thereon) the Employee would need to complete three (3) consecutive Years of Services in the next three years (in 2002, 2003, and 2004) and be an employee on January 1 of the next year, in which case the Employee would vest in the contribution with respect to 2001 on January 1, 2005; if the -7- Employee's employment terminated before he or she completed such three Years of Service, or if he or she was not an employee on January 1, 2005, the Employee would forfeit any interest in such contribution and the Earnings thereon. Similarly, if a Company Contribution is made for the plan year ended December 31, 2002, the Employee must complete three (3) consecutive Years of Service (in 2003, 2004 and 2005) and continue to be an employee on January 1, 2006. The portion of an Employee's Deferred Compensation Account that is vested under this Plan shall be referred to as the "Vested Deferred Compensation Account." Notwithstanding any other provision herein, Company Contributions and Earnings thereon previously credited to an Employee's Deferred Compensation Account shall vest automatically if: (i) the Employee dies while he or she is a full-time employee of the Company; (ii) the Employee becomes Disabled while he or she is a full-time employee of the Company; (iii) there is a "Change of Control" as defined in this Section 7; or (iv) the Company voluntarily terminates this Plan with respect to all Employees, as provided in Section 12 hereof. For purposes of this Section 7 (and Section 9 hereof), a "Change of Control" is deemed to occur upon: (a) the purchase or other acquisition by any person, entity or group of persons, within the meaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the "Act"), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than 50 percent of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally, or (b) the approval by the stockholders of Company of a reorganization, merger, or consolidation, in each case, with respect to which persons who were stockholders of company -8- immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50 percent of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated Company's then outstanding securities, or (c) a liquidation or dissolution of the Company or the sale of all or substantially all of Company's assets. 8. Deferred Compensation Account. The Company shall cause to be established for each Employee a bookkeeping account (the "Deferred Compensation Account") to provide a convenient method of measuring the Company's obligation to each Employee under this Plan. The Company shall record in each account the amounts equal to the Employee Elective Deferrals, the Company Contributions, and the related Earnings Amounts. Deferred Compensation Accounts shall at all times remain a part of the general assets of the Company and shall remain available for the payment of Company obligations. Neither the existence of this Plan nor any Deferred Compensation Account shall be deemed to create a trust. Any trust referred to in this Plan or created by the Company in connection with this Plan, and any assets held by the trust to assist the Company in meeting its obligations under this Plan, will constitute on unfunded arrangement for tax purposes and for purposes of Title I of ERISA. Neither the existence of this Plan nor any Deferred Compensation Account shall entitle any Employee, Beneficiary or other person to a claim or lien against the assets of a Deferred Compensation Account or any other assets of the Company. The Employee and his or her Beneficiary shall have only the rights of an unsecured general creditor in regard to receiving the benefits payable under this Plan. 9. Benefit Payments. a. Payments Based on Designated Schedule(s). In addition to designating the amount to be deferred, on each Participation Agreement and -9- deferral election form, the Employee may designate (among a list of options provided by the Company) when the benefits (equal to the Employee's Vested Deferred Compensation Account balance) will be paid under this Plan. At a minimum, Employees will have the option to have the vested amounts paid at normal retirement age (hereby designated as age 55), at termination of employment before retirement, and/or at four designated times prior to retirement (thus, up to four "in service" distributions can be specified). To the extent provided in the applicable Participation Agreement or deferral election form, the vested amount may be paid out in a lump sum or over a specified period of years. The method of distribution can be changed by the Employee (in a manner permitted by the Company) at any time more than a year before the original designated distribution date. b. Payment on Early Termination. Notwithstanding any other designation by an Employee, if the Employee terminates employment with the Company at any time before attaining normal retirement age for any reason (including Disability, voluntary resignation, termination without cause, or termination with cause), an amount equal to the amount of the Employee's Vested Deferred Compensation Account at the time shall be paid to the Employee promptly in a lump sum, and the Company shall have no further liability hereunder. In the event the Employee dies, an amount equal to the Employee's Deferred Compensation Account shall be paid to the Employee's designated Beneficiary. c. Payment Upon a Change of Control. Notwithstanding any other provision herein, if there is a "Change of Control" (as defined in Section 7 hereof), an amount equal to the Employee's Vested Deferred Compensation Account shall be paid to the Employee promptly in a lump sum, and the Company shall have no further liability hereunder. -10- d. Unforeseeable Emergency. In addition, an Employee may request in writing from the Company, a payment described in this paragraph because of an unforeseeable emergency. For purposes of this Plan, an unforeseeable emergency is defined as an unanticipated emergency that is caused by an event beyond the control of the Employee or Beneficiary and that would result in severe financial hardship to the individual if early withdrawal were not permitted. Any early withdrawal approved by the Company is limited to the amount necessary to meet the emergency, and will reduce the Employee's Vested Deferred Compensation Account on a dollar-for-dollar basis. e. Withholding. Notwithstanding any other provision herein, the Company shall be entitled to withhold from any amount payable hereunder any amount required to be withheld for income, employment or other taxes. f. Payment Only from Company Assets. Any payment of benefits to an Employee or his or her Beneficiary shall be made from assets which shall continue, for all purposes, to be a part of the general assets of the Company; no person shall have or acquire any interest in such assets by virtue of the provisions of this Plan. To the extent that an Employee or his or her Beneficiary acquires a right to receive payments from the Company under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Company. This Plan constitutes a mere promise by the Company to make benefit payments in the future. g. Beneficiaries. An Employee may designate his or her Beneficiary or Beneficiaries to receive the amounts as provided herein after his or her death by delivering a writing to the Company in substantially the form of Exhibit 1 attached hereto, designating a beneficiary or beneficiaries. In the absence of such a designation, the Company shall pay any such amount to the Employee's estate. -11- 10. Administration of the Plan and Claims Procedure. a. Determinations. The Company, or a committee designated by the Company, shall make all determinations as to rights to benefits under this Plan. The Company (or its designee) shall have full power and authority to interpret, construe and administer this Plan. The interpretation and construction of this Plan by the Company (or its designee), and any action taken pursuant thereto, shall be binding and conclusive upon all parties in interest. b. Reports. The Company shall provide each Employee with a statement reflecting the amount of the Employee's Deferred Compensation Account on at least an annual basis. c. No Liability. No employee, agent, officer or director of the Company (or its designee) shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of this Plan, so long as such action or omission to act be made in good faith. d. Designation of Committee. The Company hereby designates the Company's Deferred Compensation Committee (the "Committee") to administer this Plan. Said Committee shall have all the authority as is granted to the Company under the terms of this Plan for the administration of this Plan in accordance with its terms and in ruling on such questions arising out of the administration, interpretation and application of the Plan. This Committee may approve or disapprove all Participation Agreements and elections in connection therewith, and make all other determinations hereunder. Members of the Committee may participate in the Plan, but no member of the Committee shall be entitled to make decisions which relate solely to his or her own participation. The Company -12- reserves the right to designate a different committee to administer this Plan from time to time, or to make any determinations directly at any time. If no such committee is designated at any time, such functions, as appropriate, may be conducted by the Company's Board of Directors. The Company's Board of Directors hereby reserves the right to revoke such designation at any time and to make other designations (and to revoke such designations) at any time. e. Claims Procedure. The following provisions are hereby made a part of this Plan and are intended to meet the requirements of ERISA: (1) The named fiduciary under this Plan is the Company. (2) This Plan is unfunded. The Employees shall defer certain amounts under this Plan, but all benefits shall be paid from the Company's general assets which at all times shall remain subject to the claims of the Company's general creditors. (3) Direct payment by the Company is the basis of payment of benefits under this Plan. (4) The following claims procedures shall apply for purposes of this Plan. Any and all persons presenting claims hereunder (individually or collectively, "Claimant") must follow these procedures: (a) For claims procedure purposes, the "Claims Manager" shall be the chairperson of the Committee (or the chairperson of any other committee designated by the Company to administer this Plan, or a designated member of the Board of Directors of the Company). (b) A Claimant shall make a claim for benefits hereunder by submitting a written claim to the Company (or its designee) in accordance with any procedures and guidelines established from time to time by the Company, and in the absence of any specific procedures or guidelines shall be delivered in the manner set forth herein for providing notice to the Company under this Plan. The Claims Manager shall decide whether the claim shall be allowed, and the following claims procedure shall apply: -13- (i) If for any reason a claim for benefits under this Plan is denied by the Claims Manager, the Claims Manager shall deliver to the Claimant a written explanation setting forth: the specific reason or reasons for the denial; specific references to pertinent Plan provisions; a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and appropriate information as to the steps to be taken if the Claimant wishes to submit his or her claim for review, all written in a manner calculated to be understood by the Claimant. For this purpose: (A) The Claimant's claim shall be deemed filed when delivered in writing as provided herein. (B) The Claims Manager's explanation shall be in writing delivered to the Claimant within 90 days of the date the claim is filed, unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Claims Manager expects to render the final decision. (ii) The Claimant shall have 60 days following his or her receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial. For such review, the Claimant or his or her representative may review pertinent documents and submit issues and comments in writing. -14- (iii) On review, a decision shall be made within 60 days after the Claims Manager's receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the Claimant, as well as specific references to the pertinent Plan provisions on which the decision is based. If the decision on review is not furnished within such time, the claim shall be deemed denied on review. The Claims Manager may designate an appropriate person to review the claim, who may be a member of the Committee or the Company's Board of Directors. 11. Non-Assignability of Benefits. Neither any Employee nor any Beneficiary under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable hereunder. Such amounts shall not be subject to seizure by any creditor of an Employee or any Beneficiary hereunder, by a proceeding at law or in equity, nor transferable by operation of law in the event of the bankruptcy or insolvency of any Employee or any Beneficiary hereunder. Any such attempted assignment or transfer shall be void and shall terminate the Employee's participation in this Plan; the Company shall thereupon have no further liability hereunder with respect to such Employee and his or her Beneficiary. -15- 12. Amendment and Termination. This Plan may not be amended, altered or modified, retroactively, except by a written instrument signed by the Company and the impacted Employees or their respective successors. The Company may amend, alter, modify or terminate this Plan on a prospective basis at any time, provided further that no such modification or termination shall adversely affect an Employee's entitlement to benefits attributable to vested amounts credited to his or her Deferred Compensation Account prior to the modification or termination of this Plan. 13. Impact on Other Benefits. Except as otherwise required by the Code or any other applicable law, this Plan and the benefits provided herein are in addition to all other benefits which may be provided by the Company to the Employees from time to time, and shall not reduce, replace or otherwise cause any reduction, in any manner, with regard to any of such other benefits. In no event shall any provision herein be deemed to amend or modify any employment agreement between the Company and any Employee, and no provision herein shall be deemed to entitle any Employee to continued employment with the Company. 14. Notices. Any notice or other communication required or permitted under this Plan shall be in writing and, if directed to the Company, shall be sent by United States certified mail, return receipt requested, postage prepaid, addressed to: RCM Technologies, Inc., 277 Fairfield Road, Fairfield, NJ 07004, Attn: Mr. Kevin Miller, Sr. V.P. Corporate Development, and, if directed to an Employee or to a Beneficiary, may be hand-delivered or mailed to such Employee or Beneficiary at the last known address for such person as it appears in the Company's records. A notice or other communication sent by United States certified mail, return receipt requested, postage prepaid, addressed as provided above, shall be deemed to have been given on the next business day after mailing. -16- 15. Tax Withholding. The Company shall have the right to deduct from all payments made under this Plan any federal, state or local taxes required by law to be withheld with respect to such payments. 16. Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its conflict of law rules. IN WITNESS WHEREOF, the Company has executed and adopted this Plan as of the Effective Date. RCM TECHNOLOGIES, INC. By:_________________________________ Print Name:____________________ Print Title:___________________ -17- RCM TECHNOLOGIES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN EXHIBIT 1 BENEFICIARY DESIGNATION Employee:___________________________ Social Security No.:___________________ Address:____________________________ Date of Birth:_________________________ ____________________________________ CAREFULLY READ THE INSTRUCTIONS FOUND ON THE BACK OF THIS FORM BEFORE PROCEEDING. I, _______________________________, hereby designate the following individual(s) or entity(ies) as my beneficiary(ies) pursuant to the RCM Technologies, Inc. Plan (Insert Name, Social Security Number, Relationship, Date of Birth and Address of Individuals and fully identify any Trusts by the Name of the Trust, Date of Execution, the Trustee's Name and Address, and the Company Identification Number of the Trust): Primary Beneficiary(ies) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Contingent Beneficiary(ies) - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- THE RIGHT TO REVOKE OR CHANGE THIS BENEFICIARY DESIGNATION IS HEREBY RESERVED. Date:______________________________ ____________________________________ Signature of Employee Received and acknowledged this _____ day of _____________, ______: RCM TECHNOLOGIES, INC. By:_________________________________________ Print Name:______________________________ Print Title:_____________________________ "Company" -18- INSTRUCTIONS FOR COMPLETION OF BENEFICIARY DESIGNATION FORM As an Employee in the RCM Technologies, Inc. Nonqualified Deferred Compensation Plan, you are entitled to designate a beneficiary who will receive your benefits under the Plan in the event of your death. We recommend that you consult your attorney concerning the completion of this form to assure that the desired federal tax consequences are achieved. This form should be executed in triplicate. All three copies must be mailed or delivered to the following address: ------------------------------------------------ ------------------------------------------------ ------------------------------------------------ One copy will be returned to you, and it should be kept with your other important documents. If no Primary Beneficiary is alive when the payment becomes due, the benefits will be paid in equal shares to those of the Contingent Beneficiaries who are alive when the payment becomes due. If you fail to designate a beneficiary, or if no designated beneficiaries are alive when the payment becomes due, or if insufficient information is available to reasonably determine your intent, the death benefits under the Plan will be paid to your estate. THIS BENEFICIARY DESIGNATION DOES NOT ALTER OR MODIFY THE PROVISIONS OF THE PLAN. IN THE EVENT THAT THIS FORM INADVERTENTLY CONFLICTS WITH THE PROVISIONS OF THE PLAN, THE PROVISIONS OF THE PLAN SHALL CONTROL. -19- RCM TECHNOLOGIES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN EXHIBIT 2 PARTICIPATION AGREEMENT Name of Employee: _____________________________ Employee's Address: ___________________________ ___________________________ Employee's Social Security Number: _______________ I. EMPLOYEE ELECTIVE DEFERRALS -20- RCM TECHNOLOGIES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN EXHIBIT 3 INVESTMENT DESIGNATION FORM RCM Deferred Compensation Plan Enrollment Election Form Please complete all sections of this form if you are deferring pay, bonus, or both. Personal Information Name: Address: -------------------------------- ------------------------------ S.S. # -------------------------------- ------------------------------ - -------------------------------------------------------------------------------- Deferral Election
I hereby elect to defer: ____________% and/or ____________% of 2001 Base Salary/Commissions Bonus(es) Payable in 2001 ------------------------------------ ---------------------------------
- -------------------------------------------------------------------------------- Designation of Deferral Accounts I understand that I may designate to have my deferrals allocated to a Retirement Account and up to four In-service Accounts to be distributed to me upon attaining a pre-selected year (life event) such as college tuition payments, balloon mortgage payment, etc. I am not required to designate all four In-service Accounts in the initial Plan year. In succeeding Plan years I may designate additional In-service Accounts as long as I do not exceed a total of four of these Deferral Accounts at any time. Please indicate below your choices below. Your deferral allocation percentages must add to 100%.
- ----------------------------------------------------------------------------------------------------------------------------- % of Deferral Account Allocated Distribution Year Payout Mode - ----------------------------------------------------------------------------------------------------------------------------- ___ Lump Sum Retirement _______% At Retirement ___ 10 Annual Installments ___ 15 Annual Installments - ----------------------------------------------------------------------------------------------------------------------------- In-service Account 1 _______% January, 20__ ___ Lump Sum ___ 4 Annual Installments - ----------------------------------------------------------------------------------------------------------------------------- In-service Account 2 _______% January, 20__ ___ Lump Sum ___ 4 Annual Installments - ----------------------------------------------------------------------------------------------------------------------------- In-service Account 3 _______% January, 20__ ___ Lump Sum ___ 4 Annual Installments - ----------------------------------------------------------------------------------------------------------------------------- In-service Account 4 _______% January, 20__ ___ Lump Sum ___ 4 Annual Installments - ----------------------------------------------------------------------------------------------------------------------------- Total _______% (Must total 100%) - -----------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- Retirement I request that my deferrals be credited as follows (in 1% increments) - -------------------------------------------------------------------------------- Investment Election Fund Classification 1% Increments ------------------- ------------------- ------------- Federated Money Market Trust Money Market __________ Vanguard GNMA Government Bond __________ Van Kampen Equity Income Domestic Hybrid __________ MFS Capital Opportunities Large Blend __________ Smith Barney Aggressive Income Large Growth __________ Legg Mason Value Large Value __________ INVESCO Dynamics Mid Cap Stock __________ Delaware Trend Small Cap Stock __________ Putnam International Voyager Foreign Stock __________ MFS Global Growth Global Growth __________ 100% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In-service Account 1 I request that my deferrals be credited as follows (in 1% increments) - -------------------------------------------------------------------------------- Investment Election Fund Classification 1% Increments ------------------- ------------------- ------------- Federated Money Market Trust Money Market __________ Vanguard GNMA Government Bond __________ Van Kampen Equity Income Domestic Hybrid __________ MFS Capital Opportunities Large Blend __________ Smith Barney Aggressive Income Large Growth __________ Legg Mason Value Large Value __________ INVESCO Dynamics Mid Cap Stock __________ Delaware Trend Small Cap Stock __________ Putnam International Voyager Foreign Stock __________ MFS Global Growth Global Growth __________ 100% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In-service Account 2 I request that my deferrals be credited as follows (in 1% increments) - -------------------------------------------------------------------------------- Investment Election Fund Classification 1% Increments ------------------- ------------------- ------------- Federated Money Market Trust Money Market __________ Vanguard GNMA Government Bond __________ Van Kampen Equity Income Domestic Hybrid __________ MFS Capital Opportunities Large Blend __________ Smith Barney Aggressive Income Large Growth __________ Legg Mason Value Large Value __________ INVESCO Dynamics Mid Cap Stock __________ Delaware Trend Small Cap Stock __________ Putnam International Voyager Foreign Stock __________ MFS Global Growth Global Growth __________ 100% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In-service Account 3 I request that my deferrals be credited as follows (in 1% increments) - -------------------------------------------------------------------------------- Investment Election Fund Classification 1% Increments ------------------- ------------------- ------------- Federated Money Market Trust Money Market __________ Vanguard GNMA Government Bond __________ Van Kampen Equity Income Domestic Hybrid __________ MFS Capital Opportunities Large Blend __________ Smith Barney Aggressive Income Large Growth __________ Legg Mason Value Large Value __________ INVESCO Dynamics Mid Cap Stock __________ Delaware Trend Small Cap Stock __________ Putnam International Voyager Foreign Stock __________ MFS Global Growth Global Growth __________ 100% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In-service Account 4 I request that my deferrals be credited as follows (in 1% increments) Investment Election Fund Classification 1% Increments ------------------- ------------------- ------------- Federated Money Market Trust Money Market __________ Vanguard GNMA Government Bond __________ Van Kampen Equity Income Domestic Hybrid __________ MFS Capital Opportunities Large Blend __________ Smith Barney Aggressive Income Large Growth __________ Legg Mason Value Large Value __________ INVESCO Dynamics Mid Cap Stock __________ Delaware Trend Small Cap Stock __________ Putnam International Voyager Foreign Stock __________ MFS Global Growth Global Growth __________ 100% - -------------------------------------------------------------------------------- ACKNOWLEDGMENT: I understand that my right to receive payments from my Account is a claim against the general assets of the Company as an unsecured general creditor. I hereby acknowledge that my election to defer Compensation under the Plan is irrevocable with respect to amounts that are deferred under the Plan. Signature: __________________________________ Date: ________________________ Print Name: ______________________________________ -21- EX-5 3 0003.txt EXHIBIT 5 EXHIBIT 5 [Schreck Brignone Godfrey Letterhead] December 21, 2000 RCM Technologies, Inc. 2500 McClellan Avenue Suite 350 Pennsauken, New Jersey 08109-4613 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We have acted as special Nevada counsel to RCM Technologies, Inc., a Nevada corporation (the "Registrant") in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to the registration of certain deferred compensation obligations (the "Deferred Compensation Obligations") to be issued in connection with the Registrant's Nonqualified Deferred Compensation Plan (the "Plan"). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan. In rendering the opinions hereinafter expressed, we have made such legal and factual examinations and inquiries as we have deemed necessary and appropriate, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true reproductions of originals, of all documents, records, agreements and other instruments as we have deemed relevant, including (a) the Registration Statement, (b) the Registrant's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, (c) certain records of the Registrant's corporate proceedings as reflected in its minute books, and (d) the Plan. We have also obtained from officers and agents of the Registrant and from public officials, and have relied upon, such certificates, representations and assurances as we have deemed necessary and appropriate for purposes of this opinion. Without limiting the generality of the foregoing, in our examination, we have assumed without independent verification, that (i) each of the parties thereto has duly and validly executed and delivered each document to which it is a party, including, without limitation, the Plan, (ii) each natural person executing a document has sufficient legal capacity to do so, (iii) all documents submitted to us as originals are authentic, the signatures on all documents that we examined are genuine, and all documents submitted to us as certified, conformed, photostatic or facsimile copies conform to the original document, and (iv) all corporate records made available to us by the Registrant and all public reviewed are accurate and complete. We have further assumed that, prior to the incurrence of the Deferred Compensation Obligations by the Company as referenced in the opinion below, (i) the Company will have selected of its employees ("Participants") to participate in the Plan, (ii) each Participant selected by the Company will have fulfilled the requirements to participate in the Plan, and (iii) each such qualified Participant will have elected to participate in the Plan by duly and validly executing and delivering a Participation Agreement. We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to the laws of the State of Nevada and we do not purport to be experts on, or to express any opinion herein concerning, or to assume any responsibility as to the applicability to or the effect on any of the matters covered herein of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal law, including any federal securities law, or any state securities of "blue sky" laws. Based upon the foregoing, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that, when incurred for the benefit of Participants in accordance with the provisions of the Plan, the Deferred Compensation Obligations will be valid and binding obligations of the Company, enforceable in accordance with their terms except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting enforcement of creditors' rights, general principles of equity, or the exercise of judicial discretion in accordance with Nevada court decisions and statutes. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and the reference to this firm therein under the caption "Legal Matters". In giving this consent, we do not admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, SCHRECK BRIGNONE GODFREY S-5 EX-23.2 4 0004.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our reports dated December 15, 1999, accompanying the 1999 consolidated financial statements included in the Annual Report of RCM Technologies, Inc. on Form 10-K for the fiscal year ended October 31, 1999. We hereby consent to the incorporation by reference of said report in the Registration Statement of RCM Technologies, Inc. on Form S-8, regarding the Nonqualified Deferred Compensation Plan, to be filed on or about December 21, 2000. GRANT THORNTON LLP Philadelphia, Pennsylvania December 19, 2000 S-6 -----END PRIVACY-ENHANCED MESSAGE-----