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
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:
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1.
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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.
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2.
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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”):
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Shares
for Which the Option is
Vesting Date
Exercisable as of Vesting Date
July
8,
2010
5,000
July
8,
2011
5,000
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.
(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) 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).
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(ii)
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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.
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(iii)
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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.
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(iv)
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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.
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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.
(c) Definitions.
(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.
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(a) &nbs
