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
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 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.
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2.
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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.
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(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
