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AMENDMENT
NO. 1 TO LEON KOPYT'S SECOND AMENDED AND RESTATED
TERMINATION BENEFITS AGREEMENT
THIS AMENDMENT NO. 1 TO LEON KOPYT'S SECOND AMENDED AND
RESTATED
TERMINATION BENEFITS AGREEMENT (the "Amendment") is entered into
as of
December 12, 2007, by and between RCM Technologies, Inc. (the
"Company") and
Leon Kopyt (the "Executive").
WHEREAS the Company and the Executive have entered into a
Second
Amended and Restated Termination Benefits Agreement dated as of
March 18, 1997
(the "Termination Agreement");
WHEREAS, in order to comply with the requirements of section
409A of
the Internal Revenue Code of 1986, as amended (the "Code"), the
Company desires
to amend the Termination Agreement; and
WHEREAS, Executive has agreed to the changes to the
Termination
Agreement to comply with the requirements of section 409A of the
Code.
NOW, THEREFORE, the parties hereto, intending to be legally
bound,
hereby agree that the Termination Agreement is hereby amended as
follows:
1. Subsection 5(a) of the Termination Agreement is hereby
amended in its
entirety to read as follows:
"(a) The Company shall pay as a liquidated amount to
Executive
within five (5) days of such termination, but subject to
subsection 5(g) below, a lump sum cash payment which is
equal
to the remainder of any further salary and ascertainable
bonus
payments that would have become due to Executive during the
remainder of the Extended Term; calculating the amount of
such
salary based upon Executive's current gross salary (for
federal income tax purposes) and the ascertainable bonus
based
upon the maximum bonus that Executive was eligible to
receive
during the Company's most recently completed fiscal year;"
2. Subsection 5(c) of the Termination Agreement is hereby
deleted in its
entirety and the remainder of Section 5 is renumbered
accordingly.
3. Subsection 5(c) of the Termination Agreement, as renumbered
(formerly
subsection 5(d)), is hereby amended in its entirety to read as
follows:
"(c) For a period of three (3) years following Executive's
termination of employment, Executive shall receive and,
where
applicable, his spouse and dependents shall receive health
insurance coverage that is equivalent to the coverage that
Executive would have been eligible to receive if Executive
continued in employment during such period; provided, that
in
order to receive such continued coverage, Executive shall be
required to pay to the Company at the same time that premium
payments are due for the month an amount equal to the full
monthly premium payments required for such coverage and the
Company shall reimburse to Executive the amount of such
monthly premium, less the amount that Executive was required
to pay for such coverage immediately prior to the date of
his
termination of employment (the `Health Payment'), no later
than five (5) days following the date the premium for the
month is paid by Executive. In addition, on each date on
which
the Health Payments are made, subject to subsection 5(g)
below, the Company shall pay to Executive an additional
amount
equal to the federal, state and local income and payroll
taxes
that Executive incurs on each monthly Health Payment (the
`Health Gross-up Payment'). The Health Payment paid to
Executive during the period of time during which Executive
would be entitled to continuation coverage under the
Company's
group health plan pursuant to section 4980B of the Code (or
any replacement or successor provision of the United States
tax law) if Executive elected such coverage and paid the
applicable premiums is intended to qualify for the exception
from deferred compensation as a health benefit provided in
accordance with the requirements of Treas. Reg.
ss.1.409A-1(b)(9)(v)(B). The Health Payment and the Health
Gross-up Payment shall be reimbursed to Executive in a
manner
that complies with the requirements of Treas. Reg.
ss.1.409A-3(i)(1)(iv);"
4. A new subsection 5(d), as renumbered, is hereby added to
the
Termination Agreement to read in its entirety as follows, and
the
remainder of Section 5 is renumbered accordingly:
"(d) Within five (5) days following Executive's termination
of
employment, but subject to subsection 5(g) below, the
Company
shall pay Executive a lump sum cash payment equal to the
aggregate value of continuing Executive's life and
disability
coverage, long term care insurance and automobile lease in
effect immediately prior to Executive's termination of
employment for the three (3)-year period following
Executive's
termination of employment as if Executive continued to be
employed by the Company for such three (3)-year period. In
addition, subject to subsection 5(g) below, the Company
shall
pay to Executive an additional amount equal to the federal,
state and local income and payroll taxes that Executive
incurs
on the lump sum cash payment for the cost of continuing of
all
of the abovementioned benefits pursuant to this Section
5(d);"
5. A new subsection 5(e), as renumbered, is hereby added to
the
Termination Agreement to read in its entirety as follows, and
the
remainder of Section 5 is renumbered accordingly:
"(e) Within five (5) days following Executive's termination
of
employment, but subject to subsection 5(g) below, the
Company
shall pay Executive a lump sum cash payment equal to the
aggregate value of continuing all Company benefits (other
than
those in subsections 5(c) and (d)) provided to Executive
immediately prior to his termination of employment,
including
those provided in the Employment Agreement, for the three
(3)-year period following Executive's termination of
employment
as if Executive continued to be employed by the Company for
such
three (3)-year period. In addition, subject to subsection
5(g)
below, the
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