RCM TECHNOLOGIES, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANT

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:

                                                         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);

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(c)     RCM completes an equity offering of 1,000,000 or more shares of common stock.

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)     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.

(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 Valu