RCM TECHNOLOGIES, INC.
1996 EXECUTIVE STOCK PLAN
Effective Date: August 15, 1996
RCM TECHNOLOGIES, INC.
1996 EXECUTIVE STOCK PLAN
ARTICLE I
DEFINITIONS
1.1 Affiliate means any corporation which, with the Company,
would be included in a "controlled group of corporations" as such term is
defined in Section 1563 of the Code.
1.2 Agreement means a written agreement (including any
amendment or supplement thereto) between the Company and a Participant
specifying the terms and conditions of an Option or Right granted or Award made
to such Participant.
1.3 Award means an Award of restricted Common Stock pursuant to the
provisions of Section 8.1 hereof.
1.4 Board means the Board of Directors of the Company.
1.5 Code means the Internal Revenue Code of 1986, and any amendments
thereto.
1.6 Committee means the Compensation Committee appointed by
the Board which shall consist solely of two or more "non-employee directors" as
defined in Rule 16b- 3(b)(3)(i) of the Exchange Act.
1.7 Common Stock means the common stock of the Company.
1.8 Company means RCM Technologies, Inc.
1.9 Disabled means a Participant is permanently and totally disabled within
the meaning of Section 22(e)(3) of the Code. "Disability" means the condition
which renders the Participant Disabled.
1.9
Effective Date means August 15, 1996.
1.11 Exchange Act means the Securities Exchange Act of 1934, as amended.
1.12 Fair Market Value as of any day means the average of the highest price
and lowest price per share at which the stock is sold on the National
Association of Securities Dealers Automated Quotation System on such day or, in
the absence of any reported sale on such day, the first preceding day on which
there were such sales.
1.13 Option means a stock option that entitles the holder to
purchase from the Company a stated number of shares of Common Stock at the price
set forth in an Agreement.
1.14 Participant means an individual, who satisfies the
requirements of Article IV and who is selected by the Committee to receive an
Option, Right or Award.
1.15 Plan means the RCM Technologies, Inc. 1996 Executive Stock Plan.
1.16 Retirement means the voluntary termination of employment with the
Company by a Participant subsequent to the Participant's completion of at least
five years of employment with the Company and attainment of age 55, or otherwise
with the express consent of the Board.
1.17 Right means a stock appreciation right granted under the
Plan pursuant to the provisions of Section 7.1 hereof.
ARTICLE II
PURPOSES
The purpose of the Plan is to advance the interests of the Company and its
shareholders by affording to key management employees of the Company and its
Affiliates and members of the Board of Directors of the Company and its
Affiliates an opportunity to acquire or increase their proprietary interest in
the Company by the grant to such individuals of Options, Rights or
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Awards under the terms set forth herein. By thus encouraging such individuals to
become owners of Company shares, the Company seeks to motivate, retain and
attract those highly competent individuals upon whose judgment, initiative,
leadership and continued efforts the success of the Company in large measure
depends. ARTICLE III ADMINISTRATION The Plan shall be administered by the
Committee. The Committee (or the Board, in accordance with Section 4.1 below)
shall have authority to grant Options and Rights or make Awards upon such terms
(not inconsistent with the provisions of this Plan) as the Committee (or the
Board, as applicable) may consider appropriate. Such terms may include
conditions (in addition to those contained in this Plan) on the exercisability
of all or any part of an Option, Right or Award. Notwithstanding any such
conditions, the Committee may, in its discretion, accelerate the time at which
any Option, Right or Award may be exercised. In addition, the Committee shall
have complete authority to interpret all provisions of this Plan, to prescribe
the form of Agreements, to adopt, amend and rescind rules and regulations
pertaining to the administration of the Plan and to make all other
determinations necessary or advisable for the administration of this Plan. The
express grant in the Plan of any specific power to the Committee shall not be
construed as limiting any power or authority of the Committee. Any decision
made, or action taken, by the Committee or in connection with the administration
of this Plan shall be final and conclusive. No member of the Committee shall be
liable for any act done in good faith with respect to this Plan or any Agreement
or Option. All expenses of administering this Plan shall be borne by the
Company.
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ARTICLE IV
ELIGIBILITY
4.1 General. Any officer or other key management employee of
the Company or an Affiliate or member of the Board of Directors of the Company
or an Affiliate, shall be eligible to participate in the Plan. The Committee may
grant Options, Rights or Awards or any combination thereof to any eligible
individual in accordance with such determination as the Committee from time to
time in its sole discretion shall make; provided, however, that any such grant
to a member of the Committee shall be made by the Board and not by the
Committee.
4.2 Grants. The Committee (or the Board, as applicable) will
designate individuals to whom Options, Rights or Awards are to be granted and
will specify the number of shares of Common Stock subject to each grant. All
Options, Rights or Awards granted under this Plan shall be evidenced by
Agreements which shall be subject to applicable provisions of this Plan and to
such other provisions as the Committee may adopt. By way of example and not of
limitation, the Agreement evidencing an Option, Right or Award granted under
this Plan may include provisions accelerating the term, terminating the Option,
Right or Award upon the occurrence of certain events, a requirement that the
Common Stock acquired upon the exercise of the Option, Right or Award be held
under voting trust agreements and provisions regarding the repurchase or call of
such shares at a defined purchase price upon the occurrence of certain events.
ARTICLE V SHARES OF STOCK SUBJECT TO THE PLAN Subject to adjustment pursuant to
the provisions of Sections 6.9 and 10.1 hereafter, the number of shares of
Common Stock which may be issued and sold or otherwise granted
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hereunder shall not exceed 750,000 provided, however that in the absence of
Board approval no more than 250,000 shares may be subject to Awards of
restricted stock hereunder. Such shares may be either authorized or unissued
shares or shares issued and thereafter acquired by the Company. If an Option or
Right is terminated for any reason other than its exercise, or if restricted
stock is repurchased or otherwise re-acquired by the Company, the number of
shares of Common Stock allocated to the Option, Right or Award or portion
thereof may be reallocated to other Options, Rights or Awards to be granted
under this Plan. ARTICLE VI OPTIONS
6.1 Exercise Price. Unless otherwise provided in the Agreement, the price
per share for Common Stock purchased on the exercise of an Option shall be the
Fair Market Value
of the Common Stock on the date of grant.
6.2 Maximum Exercise Period. The maximum period in which an
Option may be exercised shall be determined by the Committee on the date of
grant, but in no event shall such period exceed ten (10) years from the date of
grant of the Option.
6.3 Nontransferability. Any Option granted under this Plan
shall be nontransferable except by will or by the laws of descent and
distribution. During the lifetime of the Participant to whom the Option is
granted, the Option may be exercised only by the Participant. No right or
interest of a Participant in any Option shall be liable for, or subject to, any
lien, obligation, or liability of such Participant.
6.4 Vesting and Exercise. Subject to the provisions of this Article VI,
Article IX and Article X, Options shall vest and may be exercised by the
Participant as determined by
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the Committee. An Option granted under this Plan may be exercised with respect
to any number of whole shares less than the full number for which the Option
could be exercised. A partial exercise of an Option shall not affect the right
to exercise the Option from time to time in accordance with this Plan and the
applicable Agreement with respect to the shares that remain subject to the
Option.
6.5 Vesting Following Termination of Employment, Retirement,
Disability, Death or a Change in Control of the Company. Subject to the
provisions of this Article VI, Article IX and Article X, and except as may
otherwise be provided in the Agreement, the exercise of Options shall be subject
to the following limitations and/or conditions:
(a) Upon the termination of the Participant's employment with the Company
or an Affiliate, the vested portion of the Option shall be exercisable only
during the ninety day period following the date on which the Participant's
employment terminates; provided, however, that if the Company notifies the
Participant in writing that the termination of the Participant's employment is
for "Cause", then the vested portion of the Option may only be exercised on or
before the date that the Participant's employment terminates. Thereafter, all
unexercised Options shall be cancelled.
(b) In the event the Participant ceases to be employed by the Company and
its Affiliates on account of the Participant's Retirement, the Participant's
rights to exercise the Option shall become fully vested (to the extent they are
not otherwise fully vested) and the Participant may only exercise the Option at
any time within one year next following his Retirement, for the number of shares
he was entitled to purchase as of the effective date of his Retirement.
Thereafter, all unexercised Options shall be cancelled.
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If the Participant becomes Disabled during his employment with
the Company or an Affiliate, the Participant's rights to exercise the Option
shall become fully vested (to the extent they are not otherwise fully vested),
and the Participant may only exercise the Option within one year of the date
that he ceased to be employed by the Company and its Affiliates on account of
such Disability. Thereafter, all unexercised Options shall be cancelled.
(d) In the event the Participant dies (i) while employed by the Company or
an Affiliate, (ii) following his Retirement and prior to the expiration of the
Participant's rights under paragraph (b) of this Section 6.5, or (iii) following
his termination of employment on account of Disability and prior to the
expiration of the Participant's rights under paragraph (c) of this Section 6.5,
the Participant's rights to exercise the Option shall become fully vested (to
the extent they are not otherwise fully vested) and the Option may only be
exercised by the Participant's estate, or the person or persons to whom his
rights under the Option shall pass by will or the laws of descent and
distribution, within one year of the Participant's death or during the remainder
of the period in which the Participant could have exercised this Option under
paragraph (b) or (c) of this Section 6.5, as applicable, whichever is shorter.
Thereafter, all unexercised Options shall be cancelled.
6.6 Payment. Unless otherwise provided by the Agreement,
payment of the Option price shall be made in cash, cash equivalent or promissory
note acceptable to the Committee. If the Agreement provides, payment of all or
part of the Option price may be made by surrendering shares of Common Stock to
the Company. If Common Stock is used to pay all or part of the Option price, the
shares surrendered must have a Fair Market Value (determined as of the day
preceding the date of the exercise) that is not less than such price or part
thereof.
6.6
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Rights as Shareholder. No Participant shall have any rights as a
shareholder with respect to shares of Common Stock subject to his Option until
the Option price is paid in accordance with Section 6.6 hereof and the full
amount of all withholding or other employment taxes applicable to the taxable
income of such Participant resulting from the exercise of his Option is paid, in
such manner as the Committee may provide.
6.8 Repurchase of Option Shares. To the extent provided by the
Committee with respect to any Option grant, the Agreement shall provide that
upon termination of employment of the Participant by the Company or its
Affiliates for any reason other than death, Retirement or Disability as
determined by the Committee, if the Company (or its successor or assignee) so
elects and notifies the Participant in writing within 90 days of such
termination (the "Notice of Repurchase"), all shares of Common Stock acquired by
a Participant at any time upon the exercise of an Option and held by the
Participant at the time of such termination or at any time thereafter shall be
sold by the Participant and repurchased by the Company within 90 days of such
Notice of Repurchase for the lower of the price per share which the Participant
paid upon acquisition of such shares or the Fair Market Value of such shares as
of the effective date of such repurchase, and the Participant shall forthwith
surrender and deliver to the Company the legended certificates evidencing such
shares.
6.9 Adjustment upon Changes in Common Stock.
(a) Reorganization, Merger or Sale of Assets. If at any time while an
Option, or any portion thereof, is outstanding and unexpired there shall be (i)
a reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a merger in which the Company is the
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surviving entity but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the merger into other
property, whether in the form of securities, cash or otherwise, or (iii) a sale
or transfer of substantially all of the Company's properties and assets as, or
substantially as, an entirety to any other person, then, as a part of such
reorganization, merger, consolidation, sale or transfer, subject to the
provisions of Section 10.2 hereafter, lawful provision shall be made so that the
holder of an Option then outstanding shall upon such reorganization, merger,
consolidation, sale or transfer, have the right thereafter by exercising such
Option to purchase the kind and number of shares of Common Stock or other
securities or property (including cash) otherwise receivable upon such
reorganization, merger, consolidation or sale or transfer, by a holder of the
number of shares of Common Stock that might have been purchased upon exercise of
such Option immediately prior to such reorganization, merger, consolidation or
sale or transfer. The foregoing provisions of this Subsection 6.9(i) shall
similarly apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation that are
at the time receivable upon the exercise of an Option. If the per-share
consideration payable to the Participant hereof for shares in connection with
any such transaction is in a form other than cash or marketable securities, then
the value of such consideration shall be determined in good faith by the
Committee. In all events, appropriate adjustment (as determined in good faith by
the Committee) shall be made in the application of the provisions of an Option
with respect to the rights and interests of the Participant after the
transaction, to the end that the provisions of an Option shall be applicable
after that event, as near as reasonably may be, in relation to any shares or
other property deliverable after that event upon exercise of an Option.
(a)
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Reclassification. If the Company, at any time while an Option or
any portion thereof, remains outstanding and unexpired, by reclassification of
securities or otherwise, shall change any of the securities as to which purchase
rights under such Option shall thereafter represent the right to acquire such
number and kind of securities as would have been issuable as the result of such
change with respect to the securities that were subject to the purchase rights
under such Option immediately prior to such reclassification or other change and
the exercise price therefore (if applicable) shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 6.9.
(c) Split, Subdivision or Combination of Shares. If the Company at any time
while an Option or any portion thereof, remains outstanding and unexpired shall
split, subdivide or combine the securities as to which purchase rights under
such Option exist, into a different number of securities of the same class, the
exercise price (if applicable) and the number of shares issuable upon exercise
of such Option shall be proportionately adjusted.
(d) Adjustments for Dividends in Stock or Other Securities or Property. If
while an Option or any portion hereof, remains outstanding and unexpired the
holders of the securities as to which purchase rights under such Option exist at
the time shall have received, or, on or after the record date fixed for the
determination of eligible shareholders, shall have become entitled to receive,
without payment therefor, other or additional stock or other securities or
property (other than cash) of the Company by way of dividend, then and in each
case, such Option shall represent the right to acquire, in addition to the
number of shares of the security receivable upon exercise of such Option and
without payment of any additional consideration therefor, the amount of such
other or additional stock or other securities or property (other than cash) of
the Company that such holder would hold on the date of such
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exercise had it been the holder of record of the security receivable upon
exercise of such Option on the date hereof and had thereafter, during the period
from the date hereof to and including the date of such exercise, retained such
shares and/or all other additional stock, other securities or property available
by such Option, Right or Award as aforesaid during such period.
ARTICLE VII
RIGHTS
7.1 Exercise Price. Unless otherwise provided in the Agreement, the price
per share for Common Stock associated with each Right shall be the Fair Market
Value of the Common Stock on the date of grant.
7.2 Maximum Exercise Period. The maximum period in which a
Right may be exercised shall be determined by the Committee on the date of
grant, but in no event shall such period exceed ten (10) years from the date of
grant of the Right.
7.3 Nontransferability. Any Right granted under this Plan
shall be nontransferable except by will or by the laws of descent and
distribution. During the lifetime of the Participant to whom the Right is
granted, the Right may be exercised only by the Participant. No right or
interest of a Participant in any Right shall be liable for, or subject to, any
lien, obligation, or liability of such Participant.
7.4 Manner of Exercise. Subject to the provisions of Articles
VII and X, a Right may be exercised in whole at any time or in part from time to
time at such times and in compliance with such requirements as the Committee
shall determine. A Right granted under this Plan may be exercised with respect
to any number of whole shares less than the full number for which the Right
could be exercised. A partial exercise of a Right shall not affect the right to
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exercise the Right from time to time in accordance with this Plan and the
applicable Agreement with respect to the option shares that remain subject to
the Right.
7.5 Appreciation Available. Each Right shall entitle a
Participant to the amount of appreciation equal to (i) the excess of the Fair
Market Value of a share of Common Stock on the exercise date over (ii) the
exercise price of the Right. The total appreciation available to a Participant
from any exercise of Rights shall be equal to the number of Rights being
exercised, multiplied by the amount of appreciation per Right determined under
the preceding sentence.
7.6 Payment of Appreciation. In the discretion of the
Committee, the total appreciation available to a Participant from an exercise of
Rights may be paid to the Participant either in Common Stock or in cash. If paid
in cash, the amount thereof shall be the amount of appreciation determined under
Section 7.5 above. If paid in Common Stock, the number of shares of Common Stock
that shall be issued pursuant to the exercise of Rights shall be determined by
dividing the amount of appreciation determined under Section 7.5 above by the
Fair Market Value of a share of Common Stock on the exercise date of the Rights;
provided, however, that no fractional shares shall be issued upon the exercise
of Rights. No such payments of cash or Common Stock shall be made until the full
amount of all withholding or other employment taxes applicable to the taxable
income of such Participant resulting from the exercise of his Right is paid, in
such manner as the Committee may provide.
7.7 Rights Tandem To Options. In the discretion of the
Committee, Rights may be granted in conjunction with the grant of Options; such
Rights may be in tandem with such Options. Unless otherwise provided in the
Agreement all such Rights shall be subject to the vesting and exercise
limitations applicable to such Options.
7.7
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Rights as Shareholder. No Participant shall have any rights as a
shareholder with respect to the appreciation being paid in the form of Common
Stock pursuant to Section 7.6 above until the withholding and other employment
tax obligations referred to therein are satisfied.
ARTICLE VIII
AWARDS
8.1 General. Each Award granted hereunder must be granted
within ten years from the effective date of the Plan and shall be evidenced by a
written Restricted Stock Purchase Agreement dated as of the date of the Award,
which Agreement shall set forth such terms and conditions as may be determined
by the Committee consistent with the Plan, including but not limited to the
restrictions set forth in Section 8.3 hereof, and which Agreement shall
constitute the entire agreement between the Company and the Participant with
respect to such Award and the Common Stock subject thereto.
No rights of the Participant under an Award or a Restricted
Stock Purchase Agreement shall be transferable other than by will or the laws of
descent and distribution, and such rights shall be exercisable during the
Participant's lifetime only by him.
8.2 Stock Purchase Price. The per share purchase price of the
Common Stock subject to each Award shall be determined by the Committee on the
date of grant, and the aggregate purchase price of the Common Stock must unless
otherwise agreed by the Committee be paid in full to the Company at its
principal office within thirty (30) days after the date of the Award. Payment
for the shares subject to each Award shall be made in cash, or in the discretion
of the Committee, cash equivalent or promissory note acceptable to the
Committee.
8.2
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Repurchase of Shares. Upon termination of employment of the Participant
by the Company or its Affiliates for any reason other than death, Retirement or
Disability as determined by the Committee, if the Company (or its successor or
assignee) so elects and upon delivery of a Notice of Termination within 90 days
of such termination, all such shares of Common Stock awarded to the Participant
and held as of the date of such termination shall be sold and repurchased by the
Company within 90 days of such Notice of Repurchase for the lower of the price
per share which the Participant paid upon acquisition of such shares or the Fair
Market Value of such shares as of the effective date of such repurchase, and the
Participant shall forthwith surrender and deliver to the Company the legended
certificates evidencing such shares.
8.4 Rights as Shareholder. Subject to the provisions of
Section 8.3 hereof, upon payment by the Participant of the purchase price of
restricted Common Stock as set forth in Section 8.2 hereof, and the payment of
withholding and other employment tax obligations the Participant shall have all
the rights of a shareholder with respect to such shares of Common Stock,
including the right to vote the shares and receive all dividends and other
distributions paid or made with respect thereof. ARTICLE IX COMPLIANCE WITH LAW
AND APPROVAL OF REGULATORY BODIES It is intended that the Options, Rights and
Awards granted hereunder shall be exempt from Section 16(b) of the Exchange Act.
Whenever possible, each provision of this Plan or each Agreement shall be
interpreted in such a manner as to cause such Option, Right or Award to be so
exempt from Section 16(b) of the Exchange Act. If a provision of this Plan or
the Agreement shall cause such Option, Right or Award not to be exempt under
Section 16(b) of the Exchange Act, such provision at the discretion of the
Committee shall be deemed ineffective to the extent it
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shall cause such failure to be exempt without invalidating the remainder of such
provision, the Plan or the Agreement. The Options granted hereunder are not
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986. No Option or Right shall be exercisable, no Common Stock
shall be issued, no certificates for shares of Common Stock shall be delivered,
no restricted stock exchanged and no payment shall be made under this Plan
except in compliance with all applicable federal and state laws and regulations
(including, without limitation, withholding tax requirements), any listing
agreement to which the Company is a party, and the rules of all domestic stock
exchanges on which the Company's shares may be listed. The Company shall have
the right to rely on an opinion of its counsel as to such compliance. Any share
certificate issued to evidence Common Stock for which an Option or Right is
exercised may bear such legends and statements as the Committee may deem
advisable to assure compliance with federal and state laws and regulations. No
Option or Right shall be exercisable, no Common Stock shall be issued, no
certificate for shares shall be delivered, no restricted stock exchanged and no
payment shall be made under this Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from regulatory bodies
having jurisdiction over such matters. ARTICLE X GENERAL PROVISIONS
10.1 Capital Adjustments.
(a) The maximum number of shares as to which Options, Rights or Awards may
be granted under this Plan shall be proportionately adjusted, and the terms of
outstanding Options, Rights or Awards shall be adjusted, as the Committee shall
determine to be equitably required, in the event that the Company effects one or
more stock dividends, stock
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split-ups or reverse stock splits, recapitalization, combinations,
reclassifications, subdivisions, consolidations of shares or like change in the
capital structure of the Company. Any determination made under this Article X by
the Committee shall be final and conclusive.
(b) The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to,
outstanding awards of Options or Rights.
(c) The Committee may grant Options, Rights or Awards in substitution for
stock awards, stock options, stock appreciation rights, or similar awards in
connection with a transaction described in Sub-section 10.1(a). Notwithstanding
any provision of the Plan (other than the limitation of Article V), the terms of
such substituted Option grant shall be as the Committee, in its discretion,
determines is appropriate; provided, however, that no such action by the
Committee shall deprive any person, without such person's consent, of any rights
previously granted pursuant to the Plan.
10.2 Termination of Options and Rights. The Committee, in its
sole discretion, may terminate all or less than all of the outstanding Options
and Rights in the event of the liquidation of the Company or in the event that
the Company is party to a corporate transaction described in Section 6.9. In the
event of such termination, the Committee shall give each Participant written
notice of the termination and a period of fourteen days in which to exercise his
Options and Rights, to the extent they are otherwise exercisable. The Committee,
in its sole
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discretion, may accelerate the exercisability of an Option or Right to allow for
its exercise during such fourteen day period.
10.3 Restrictions on Sale or Other Transfer. Each share of
Common Stock purchased pursuant to each Restricted Stock Purchase Agreement or
issued upon exercise of an Option or a Right shall be subject to the following
restrictions:
(a) Stock certificates evidencing such shares shall be issued in the sole
name of the Participant and delivered to him, and each such certificate shall
bear the following legend:
(i) "THE SHARES OF RCM TECHNOLOGIES, INC.
COMMON STOCK EVIDENCED BY THIS
CERTIFICATE ARE SUBJECT TO REPURCHASE BY
RCM TECHNOLOGIES, INC., AND SUCH SHARES
MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO THE
PROVISIONS OF THE RESTRICTED STOCK
PURCHASE AGREEMENT BY AND BETWEEN RCM
TECHNOLOGIES, INC. AND THE REGISTERED
OWNER OF SUCH SHARES."
(ii) "THE SHARES OF RCM TECHNOLOGIES, INC.
COMMON STOCK EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED OR
HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT
COVERING SUCH SECURITIES, THE SALE IS MADE
IN ACCORDANCE WITH RULE 144 OR RULE 701
UNDER THE ACT, OR THE COMPANY RECEIVES AN
OPINION OF COUNSEL FOR THE HOLDER OF THESE
SECURITIES REASONABLY SATISFACTORY TO THE
COMPANY, STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SUCH ACT."
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No such share of Common Stock may be sold, transferred, or
otherwise alienated or hypothecated so long as the certificate evidencing such
share bears the legend provided for in paragraph (a)(i) of this Section 10.3.
10.4 Lapse of Restrictions.
(a) Upon termination of employment of the Participant by the Company or its
Affiliates by reason of, but only by reason of, death, Retirement or Disability
as determined by the Committee, the lapse of the repurchase provisions of this
Plan or any Agreement, and, upon surrender and presentation to the Company of
the legended certificates evidencing such shares of Common Stock, the Company
shall cause new certificates evidencing such shares to be issued and delivered
to the Participant or his legal representative, free from the legends provided
for in paragraph (a)(i) of Section 10.3 hereof.
(b) The foregoing notwithstanding, no stock certificate shall be delivered
to the Participant or his legal representative as hereinabove provided unless
and until the Participant or his legal representative shall have paid to the
Company in cash or otherwise as the Committee may provide the full amount of all
withholding or other employment taxes applicable to the taxable income of such
Participant resulting form the lapse of such restrictions.
10.5 Effect on Employment, Etc. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any individual any right to continue in the employ or
service of the Company or an Affiliate or in any way affect any right and power
of the Company or an Affiliate to terminate the employment or service of any
person at any time with or without assigning a reason therefor.
10.6 Other Compensation Plans. The adoption of the Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Company or any
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Affiliate, nor shall the Plan preclude the Company or any Affiliate from
establishing any other forms of incentive or other compensation for employees of
the Company or any Affiliate.
10.7 Unfunded Plan. The Plan, insofar as it provides for
grants, shall be unfunded, and the Company shall not be required to segregate
any assets that may at any time be represented by grants under this Plan. Any
liability of the Company to any person with respect to any grant under this Plan
shall be based solely upon any contractual obligation that may be created
pursuant to this Plan. No such obligation of the Company shall be deemed to be
secured by any pledge of, or other encumbrance on, any property of the Company.
10.8 Rules of Construction. Headings are given to the articles
and sections of this Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
10.9 Governing Law. This Plan and each Agreement shall be governed by the
laws of the Commonwealth of Pennsylvania. ARTICLE XI
AMENDMENT
The Board may amend or terminate this Plan from time to time; provided, however,
that no amendment shall, without a Participant's consent, adversely affect any
rights of such Participant under any Option , Right or Award that is outstanding
at the time such amendment is made.
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ARTICLE XII
DURATION OF PLAN
No Option, Right or Award may be granted under this Plan after January 1, 2006.
Options, Rights and Awards granted before that date shall remain valid in
accordance with their terms. ARTICLE XIII EFFECTIVE DATE OF PLAN Options, Rights
and Awards may be granted under this Plan upon its adoption by the Board.
Approved and Adopted this 15th day of August, 1996.
RCM TECHNOLOGIES, INC.
BY:_________________________
Executive Officer
Ratified By:
-----------------------------
Woodrow B. Moats, Jr.
Chairman of the Compensation Committee
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