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
&n
