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EXHIBIT 4
RCM TECHNOLOGIES, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
THIS PLAN, effective as of January 1, 2001 (the "Effective Date"), is
established by RCM Technologies, Inc., a Nevada corporation (hereinafter the
"Company"), 2500 McClellan Ave., Suite 350, Pennsauken, NJ 08109.
RECITALS
The Company recognizes the valuable services performed for it by the
employees participating in this Plan (herein the "Employees," the "Participants"
or the "Employees").
The Company desires to establish this Plan to permit certain Employees
of the Company to defer payment of a portion of their compensation until the
times specified in this Plan.
The Employees participating in this Plan constitute a select group of
management or highly compensated employees.
It is the intention of the parties that this arrangement is unfunded
for tax purposes and for purposes of Title I of ERISA.
The Company desires to provide the terms and conditions under which
such amounts shall be deferred and paid.
AGREEMENTS
In consideration of these premises, the Company hereby declares:
1. Establishment and Purposes.
a. Establishment. Company hereby establishes this Plan as of
the Effective Date.
b. Name. The Plan shall be known as the "RCM Technologies,
Inc. Nonqualified Deferred Compensation Plan."
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c. Purpose. The purpose of this Plan is to allow Employees to
defer a portion of their compensation so that such amounts may be paid to the
Employees (or their beneficiaries) as specified in this Plan, and to allow the
Company to make certain discretionary contributions as provided in this Plan.
2. Definitions.
Except as otherwise provided herein, the following terms shall
have the definitions hereinafter indicated wherever used in this Plan with
initial capital letters:
a. Beneficiary: Any person, entity, or any combination
thereof, designated by an Employee in a written document in substantially the
form of Exhibit 1 attached to this Plan and hereby made a part of this Plan (or
such other form as the Company may designate from time to time), to receive
benefits under this Plan in the event of the Employee's death, or in the absence
of any such designation, his or her estate. The term "Beneficiary" shall include
one or more Beneficiaries, including all contingent Beneficiaries designated.
b. Board of Directors: The Company's Board of Directors or
other governing body at any time.
c. Code: The Internal Revenue Code of 1986, as amended.
d. Deferred Compensation Account: shall have the meaning set
forth in Section 8 of this Plan.
e. Disability or Disabled: An Employee shall be considered
"Disabled" or to have a "Disability" for purposes of this Plan if he or she is
unable to perform his or her regular duties because of a physical or mental
illness or injury for a period in excess of four (4) months, and his or her
employment terminates as a result of such illness or injury.
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f. Employee or Executive: An Employee of the Company selected
by the Company to participate in this Plan and who has fulfilled the
requirements to participate in this Plan, provided that all Employees herein
shall be members of a select group of management or highly compensated
employees. The term "Executive" shall have the same meaning as the term
"Employee."
g. ERISA. The Employee Retirement Income Security Act of 1974,
as amended.
h. Participant: The term "Participant" shall have the same
meaning in this Plan as the terms "Employee" and "Executive".
i. Participation Agreement: A written document under which an
Employee elects to participate in this Plan, and elects to defer a portion of
his or her compensation, in substantially the form of Exhibit 2 attached to this
Plan and hereby made a part of this Plan (or such other form as the Company may
designate from time to time).
j. Plan: This RCM Technologies, Inc. Nonqualified Deferred
Compensation Plan.
3. Participation in the Plan.
a. Employees selected by the Company from time to time shall
be eligible to participate in this Plan. Notwithstanding any other provision
herein, only individuals who are members of a select group of management or
highly compensated employees may participate in this Plan.
b. Employees may elect to commence their participation in this
Plan and defer payment of part of their compensation by executing a
Participation Agreement and delivering said Participation Agreement to the
Company.
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c. Each Participation Agreement executed under this Plan shall
specify the total dollar amount (or a percentage) of base salary and
commissions, and the total dollar amount (or a percentage) of the Employee's
annual bonus which is to be deferred for each year. An Employee cannot defer
more than fifty percent (50%) of his or her base salary and commissions, and may
defer up to one hundred percent (100%) of his or her bonus for any year. The
minimum amount that may be deferred in any year is Five Thousand Dollars
($5,000.00). If the Employee is a participant of this Plan for only part of the
year, the minimum amount that may be deferred shall be $416.66 per month. The
amount to be deferred shall be deducted from the compensation otherwise payable
to the Employee.
d. At times designated by the Company, each Employee may
execute and deliver a written election with the Company in the form and manner
directed by the Company to increase or decrease the amount deferred hereunder
effective for compensation earned after the date designated in the election
form. Any change in the amount deferred shall only be effective for amounts that
have not yet been earned. If an Employee does not change the amount deferred,
his or her previous election shall continue in effect. In its discretion, the
Company may permit an Employee to execute a new deferral election form any time
(including but not limited to situations in which an employee becomes a
Participant of the Plan after the beginning of the year), provided that any
change in the amount deferred shall only be effective for amounts that have not
yet been earned.
e. Employees who had participated in the Plan and who
subsequently terminate their participation may recommence active participation
with the consent of the Company by filing a new Participation Agreement as
allowed by the Company.
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f. All elections provided for in paragraphs (a) through (e) in
this Section, including but not limited to all elections to participate in this
Plan or to increase or decrease amounts deferred, shall only be effective if
filed with or delivered to the Company in the manner requested or directed by
the Company.
4. Employee Elective Deferrals and Designation of Schedule for Payment
of Benefits.
a. During each payroll period in which an Employee has elected
to defer compensation under a Participation Agreement or deferral election form,
the Company shall defer payment of such part of the Employee's compensation as
is specified in the Participation Agreement or deferral election form (herein
the "Employee Elective Deferrals"). Compensation is to be deferred for any
calendar month only if an agreement providing for such deferral has been entered
into before the first day of the month. However, with respect to a new employee,
compensation may be deferred for the calendar month during which the employee
first becomes an employee, if an agreement providing for such deferral is
entered into before the first day on which the employee becomes an employee.
b. In addition to designating the amount of his or her
compensation that shall be deferred in a Participation Agreement or a deferral
election form, an Employee may also designate when such amounts shall be paid,
as provided in Section 9 of this Plan.
5. Company Contributions. In addition to the amounts that are
voluntarily deferred by an Employee, the Company has discretion to defer
additional amounts under this Plan (herein the "Company Contributions"). The
additional amounts may be based on the Company profits for the previous year,
and may be allocated among the Employees based on their respective levels of
compensation. Any Company Contribution shall be credited to the Employee's
Deferred Compensation Account at the time designated by the Company.
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6. Earnings Amounts. In addition to the other amounts credited to an
Employee's Deferred Compensation Account, the Company shall also credit (or
reduce) an Employee's Deferred Compensation Account by an amount equal to the
amount that would have been earned (or lost) if the amounts deferred under this
Plan had been invested in hypothetical investments designated by the Employee
from time to time, based on a list of hypothetical investments provided by the
Company from time to time. Such hypothetical earning shall be referred to in
this Plan as the "Earnings Amount"). The Employee shall designate the
investments used to measure the Earnings Amount from the list provided by the
Company, by completing a document in the form of Exhibit 3 attached hereto, or
in such other form as the Company may designate from time to time. The Employee
may change such designations at such times as are permitted by the Company,
provided that the Employee shall be entitled to change such designations at
least quarterly. Earnings Amounts shall be credited to (or deducted from) the
Employee's Deferred Compensation Account at least annually (or more frequently
at the discretion of the Company). Earnings shall be credited (or deducted from)
a Deferred Compensation Account until all payments with respect to such account
have been made under this Plan. The Company shall not be liable or otherwise
responsible for any decrease in an Employee's Deferred Compensation Account
because of the investment performance of the designated assets. The Company, in
its sole and absolute discretion may (or may not) acquire any particular
investment product or any other instrument or otherwise invest any amount to
provide the funds from which it can satisfy its obligations to make benefit
payments under this Plan. To the extent that an Employee or his or her
Beneficiary acquires a right to receive payments from the Company under the
provisions hereof, such right shall be no greater than the right of any
unsecured general creditor of the Company.
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7. Vesting of Company Contributions and Earnings Thereon. An Employee
shall be one hundred percent (100%) vested at all times in his or her Employee
Elective Deferrals and the Earnings thereon.
In regards to the Company Contributions and Earnings thereon, an
Employee shall be one hundred percent (100%) vested in any given plan year
Company Contribution when the Employee has completed three (3) consecutive Years
of Service with the Company as a Participant of this Plan immediately after the
year for which the contribution is made, and he or she remains an employee on
January 1 of the next year. For the purpose of determining the vesting for
Company Contributions, each plan year Company Contribution shall be considered
separately and have its own vesting schedule. No Years of Service with the
Company prior to becoming a participant under this Plan shall be considered for
purposes of this Plan. A "Year of Service" shall mean a calendar year after
December 31, 2000 in which the Employee works at least one thousand (1,000)
hours for the Company. If an Employee's employment with the Company terminates
before he or she has completed at least three (3) consecutive Years of Service
as a Participant under this Plan immediately after the year for which the
contribution is made (or if he or she is not an employee on January 1 of the
next year), the Employee shall have no interest whatsoever in such contribution
and any Earnings thereon (in other words, any interest the Employee may have had
shall be forfeited).
As an example, assume that the Company reviews its results for the
calendar year ending December 31, 2001, and as a result, in March of 2002,
elects to make a Company Contribution. In order to vest in such contribution
(and the Earnings thereon) the Employee would need to complete three (3)
consecutive Years of Services in the next three years (in 2002, 2003, and 2004)
and be an employee on January 1 of the next year, in which case the Employee
would vest in the contribution with respect to 2001 on January 1, 2005; if the
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Employee's employment terminated before he or she completed such three Years of
Service, or if he or she was not an employee on January 1, 2005, the Employee
would forfeit any interest in such contribution and the Earnings thereon.
Similarly, if a Company Contribution is made for the plan year ended December
31, 2002, the Employee must complete three (3) consecutive Years of Service (in
2003, 2004 and 2005) and continue to be an employee on January 1, 2006.
The portion of an Employee's Deferred Compensation Account that is
vested under this Plan shall be referred to as the "Vested Deferred Compensation
Account." Notwithstanding any other provision herein, Company Contributions and
Earnings thereon previously credited to an Employee's Deferred Compensation
Account shall vest automatically if:
(i) the Employee dies while he or she is a full-time employee of
the Company;
(ii) the Employee becomes Disabled while he or she is a full-time
employee of the Company;
(iii) there is a "Change of Control" as defined in this Section 7;
or
(iv) the Company voluntarily terminates this Plan with respect to
all Employees, as provided in Section 12 hereof.
For purposes of this Section 7 (and Section 9 hereof), a "Change of
Control" is deemed to occur upon:
(a) the purchase or other acquisition by any person, entity or
group of persons, within the meaning of section 13(d) or 14(d)
of the Securities Exchange Act of 1934 (the "Act"), or any
comparable successor provisions, of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Act)
of more than 50 percent of either the outstanding shares of
common stock or the combined voting power of the Company's
then outstanding voting securities entitled to vote generally,
or
(b) the approval by the stockholders of Company of a
reorganization, merger, or consolidation, in each case, with
respect to which persons who were stockholders of company
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immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50
percent of the combined voting power entitled to vote
generally in the election of directors of the reorganized,
merged or consolidated Company's then outstanding securities,
or
(c) a liquidation or dissolution of the Company or the sale of all
or substantially all of Company's assets.
8. Deferred Compensation Account.
The Company shall cause to be established for each Employee a
bookkeeping account (the "Deferred Compensation Account") to provide a
convenient method of measuring the Company's obligation to each Employee under
this Plan. The Company shall record in each account the amounts equal to the
Employee Elective Deferrals, the Company Contributions, and the related Earnings
Amounts. Deferred Compensation Accounts shall at all times remain a part of the
general assets of the Company and shall remain available for the payment of
Company obligations.
Neither the existence of this Plan nor any Deferred
Compensation Account shall be deemed to create a trust. Any trust referred to in
this Plan or created by the Company in connection with this Plan, and any assets
held by the trust to assist the Company in meeting its obligations under this
Plan, will constitute on unfunded arrangement for tax purposes and for purposes
of Title I of ERISA. Neither the existence of this Plan nor any Deferred
Compensation Account shall entitle any Employee, Beneficiary or other person to
a claim or lien against the assets of a Deferred Compensation Account or any
other assets of the Company. The Employee and his or her Beneficiary shall have
only the rights of an unsecured general creditor in regard to receiving the
benefits payable under this Plan.
9. Benefit Payments.
a. Payments Based on Designated Schedule(s). In addition to
designating the amount to be deferred, on each Participation Agreement and
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deferral election form, the Employee may designate (among a list of options
provided by the Company) when the benefits (equal to the Employee's Vested
Deferred Compensation Account balance) will be paid under this Plan. At a
minimum, Employees will have the option to have the vested amounts paid at
normal retirement age (hereby designated as age 55), at termination of
employment before retirement, and/or at four designated times prior to
retirement (thus, up to four "in service" distributions can be specified). To
the extent provided in the applicable Participation Agreement or deferral
election form, the vested amount may be paid out in a lump sum or over a
specified period of years. The method of distribution can be changed by the
Employee (in a manner permitted by the Company) at any time more than a year
before the original designated distribution date.
b. Payment on Early Termination. Notwithstanding any other
designation by an Employee, if the Employee terminates employment with the
Company at any time before attaining normal retirement age for any reason
(including Disability, voluntary resignation, termination without cause, or
termination with cause), an amount equal to the amount of the Employee's Vested
Deferred Compensation Account at the time shall be paid to the Employee promptly
in a lump sum, and the Company shall have no further liability hereunder. In the
event the Employee dies, an amount equal to the Employee's Deferred Compensation
Account shall be paid to the Employee's designated Beneficiary.
c. Payment Upon a Change of Control. Notwithstanding any other
provision herein, if there is a "Change of Control" (as defined in Section 7
hereof), an amount equal to the Employee's Vested Deferred Compensation Account
shall be paid to the Employee promptly in a lump sum, and the Company shall have
no further liability hereunder.
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d. Unforeseeable Emergency. In addition, an Employee may
request in writing from the Company, a payment described in this paragraph
because of an unforeseeable emergency. For purposes of this Plan, an
unforeseeable emergency is defined as an unanticipated emergency that is caused
by an event beyond the control of the Employee or Beneficiary and that would
result in severe financial hardship to the individual if early withdrawal were
not permitted. Any early withdrawal approved by the Company is limited to the
amount necessary to meet the emergency, and will reduce the Employee's Vested
Deferred Compensation Account on a dollar-for-dollar basis.
e. Withholding. Notwithstanding any other provision herein,
the Company shall be entitled to withhold from any amount payable hereunder any
amount required to be withheld for income, employment or other taxes.
f. Payment Only from Company Assets. Any payment of benefits
to an Employee or his or her Beneficiary shall be made from assets which shall
continue, for all purposes, to be a part of the general assets of the Company;
no person shall have or acquire any interest in such assets by virtue of the
provisions of this Plan. To the extent that an Employee or his or her
Beneficiary acquires a right to receive payments from the Company under the
provisions hereof, such right shall be no greater than the right of any
unsecured general creditor of the Company. This Plan constitutes a mere promise
by the Company to make benefit payments in the future.
g. Beneficiaries. An Employee may designate his or her
Beneficiary or Beneficiaries to receive the amounts as provided herein after his
or her death by delivering a writing to the Company in substantially the form of
Exhibit 1 attached hereto, designating a beneficiary or beneficiaries. In the
absence of such a designation, the Company shall pay any such amount to the
Employee's estate.
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10. Administration of the Plan and Claims Procedure.
a. Determinations. The Company, or a committee designated by
the Company, shall make all determinations as to rights to benefits under this
Plan. The Company (or its designee) shall have full power and authority to
interpret, construe and administer this Plan. The interpretation and
construction of this Plan by the Company (or its designee), and any action taken
pursuant thereto, shall be binding and conclusive upon all parties in interest.
b. Reports. The Company shall provide each Employee with a
statement reflecting the amount of the Employee's Deferred Compensation Account
on at least an annual basis.
c. No Liability. No employee, agent, officer or director of
the Company (or its designee) shall, in any event, be liable to any person for
any action taken or omitted to be taken in connection with the interpretation,
construction or administration of this Plan, so long as such action or omission
to act be made in good faith.
d. Designation of Committee. The Company hereby designates the
Company's Deferred Compensation Committee (the "Committee") to administer this
Plan. Said Committee shall have all the authority as is granted to the Company
under the terms of this Plan for the administration of this Plan in accordance
with its terms and in ruling on such questions arising out of the
administration, interpretation and application of the Plan. This Committee may
approve or disapprove all Participation Agreements and elections in connection
therewith, and make all other determinations hereunder. Members of the Committee
may participate in the Plan, but no member of the Committee shall be entitled to
make decisions which relate solely to his or her own participation. The Company
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reserves the right to designate a different committee to administer this Plan
from time to time, or to make any determinations directly at any time. If no
such committee is designated at any time, such functions, as appropriate, may be
conducted by the Company's Board of Directors. The Company's Board of Directors
hereby reserves the right to revoke such designation at any time and to make
other designations (and to revoke such designations) at any time.
e. Claims Procedure. The following provisions are hereby made
a part of this Plan and are intended to meet the requirements of ERISA:
(1) The named fiduciary under this Plan is the Company.
(2) This Plan is unfunded. The Employees shall defer
certain amounts under this Plan, but all benefits shall be paid from the
Company's general assets which at all times shall remain subject to the claims
of the Company's general creditors.
(3) Direct payment by the Company is the basis of payment
of benefits under this Plan.
(4) The following claims procedures shall apply for
purposes of this Plan. Any and all persons presenting claims hereunder
(individually or collectively, "Claimant") must follow these procedures:
(a) For claims procedure purposes, the "Claims Manager"
shall be the chairperson of the Committee (or the chairperson of any other
committee designated by the Company to administer this Plan, or a designated
member of the Board of Directors of the Company).
(b) A Claimant shall make a claim for benefits
hereunder by submitting a written claim to the Company (or its designee) in
accordance with any procedures and guidelines established from time to time by
the Company, and in the absence of any specific procedures or guidelines shall
be delivered in the manner set forth herein for providing notice to the Company
under this Plan. The Claims Manager shall decide whether the claim shall be
allowed, and the following claims procedure shall apply:
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(i) If for any reason a claim for benefits under
this Plan is denied by the Claims Manager, the Claims Manager shall deliver to
the Claimant a written explanation setting forth: the specific reason or reasons
for the denial; specific references to pertinent Plan provisions; a description
of any additional material or information necessary for the Claimant to perfect
the claim and an explanation of why such material or information is necessary;
and appropriate information as to the steps to be taken if the Claimant wishes
to submit his or her claim for review, all written in a manner calculated to be
understood by the Claimant. For this purpose:
(A) The Claimant's claim shall be deemed filed
when delivered in writing as provided herein.
(B) The Claims Manager's explanation shall be
in writing delivered to the Claimant within 90 days of the date the claim is
filed, unless special circumstances require an extension of time for processing
the claim. If such an extension of time for processing is required, written
notice of the extension shall be furnished to the Claimant prior to the
termination of the initial 90 days from the end of such initial period. The
extension notice shall indicate the special circumstances requiring an extension
of time and the date by which the Claims Manager expects to render the final
decision.
(ii) The Claimant shall have 60 days following his
or her receipt of the denial of the claim to file with the Claims Manager a
written request for review of the denial. For such review, the Claimant or his
or her representative may review pertinent documents and submit issues and
comments in writing.
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(iii) On review, a decision shall be made within 60
days after the Claims Manager's receipt of the request for review, unless
special circumstances require an extension of time for processing, in which case
a decision shall be rendered as soon as possible, but not later than 120 days
after receipt of the request for review. If such an extension of time for review
is required because of special circumstances, written notice of the extension
shall be furnished to the Claimant prior to the commencement of the extension.
The decision on review shall be in writing and shall include specific reasons
for the decision, written in a manner calculated to be understood by the
Claimant, as well as specific references to the pertinent Plan provisions on
which the decision is based. If the decision on review is not furnished within
such time, the claim shall be deemed denied on review. The Claims Manager may
designate an appropriate person to review the claim, who may be a member of the
Committee or the Company's Board of Directors.
11. Non-Assignability of Benefits. Neither any Employee nor any
Beneficiary under this Plan shall have any power or right to transfer, assign,
anticipate, hypothecate or otherwise encumber any part or all of the amounts
payable hereunder. Such amounts shall not be subject to seizure by any creditor
of an Employee or any Beneficiary hereunder, by a proceeding at law or in
equity, nor transferable by operation of law in the event of the bankruptcy or
insolvency of any Employee or any Beneficiary hereunder. Any such attempted
assignment or transfer shall be void and shall terminate the Employee's
participation in this Plan; the Company shall thereupon have no further
liability hereunder with respect to such Employee and his or her Beneficiary.
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12. Amendment and Termination. This Plan may not be amended, altered or
modified, retroactively, except by a written instrument signed by the Company
and the impacted Employees or their respective successors. The Company may
amend, alter, modify or terminate this Plan on a prospective basis at any time,
provided further that no such modification or termination shall adversely affect
an Employee's entitlement to benefits attributable to vested amounts credited to
his or her Deferred Compensation Account prior to the modification or
termination of this Plan.
13. Impact on Other Benefits. Except as otherwise required by the Code
or any other applicable law, this Plan and the benefits provided herein are in
addition to all other benefits which may be provided by the Company to the
Employees from time to time, and shall not reduce, replace or otherwise cause
any reduction, in any manner, with regard to any of such other benefits. In no
event shall any provision herein be deemed to amend or modify any employment
agreement between the Company and any Employee, and no provision herein shall be
deemed to entitle any Employee to continued employment with the Company.
14. Notices. Any notice or other communication required or permitted
under this Plan shall be in writing and, if directed to the Company, shall be
sent by United States certified mail, return receipt requested, postage prepaid,
addressed to: RCM Technologies, Inc., 277 Fairfield Road, Fairfield, NJ 07004,
Attn: Mr. Kevin Miller, Sr. V.P. Corporate Development, and, if directed to an
Employee or to a Beneficiary, may be hand-delivered or mailed to such Employee
or Beneficiary at the last known address for such person as it appears in the
Company's records. A notice or other communication sent by United States
certified mail, return receipt requested, postage prepaid, addressed as provided
above, shall be deemed to have been given on the next business day after
mailing.
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15. Tax Withholding. The Company shall have the right to deduct from
all payments made under this Plan any federal, state or local taxes required by
law to be withheld with respect to such payments.
16. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Nevada without regard to its conflict
of law rules.
IN WITNESS WHEREOF, the Company has executed and adopted this Plan as
of the Effective Date.
RCM TECHNOLOGIES, INC.
By:_________________________________
Print Name:____________________
Print Title:___________________
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RCM TECHNOLOGIES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN
EXHIBIT 1
BENEFICIARY DESIGNATION
Employee:___________________________ Social Security No.:___________________
Address:____________________________ Date of Birth:_________________________
____________________________________
CAREFULLY READ THE INSTRUCTIONS FOUND ON THE BACK
OF THIS FORM BEFORE PROCEEDING.
I, _______________________________, hereby designate the following individual(s)
or entity(ies) as my beneficiary(ies) pursuant to the RCM Technologies, Inc.
Plan (Insert Name, Social Security Number, Relationship, Date of Birth and
Address of Individuals and fully identify any Trusts by the Name of the Trust,
Date of Execution, the Trustee's Name and Address, and the Company
Identification Number of the Trust):
Primary Beneficiary(ies)
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Contingent Beneficiary(ies)
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THE RIGHT TO REVOKE OR CHANGE THIS BENEFICIARY
DESIGNATION IS HEREBY RESERVED.
Date:______________________________ ____________________________________
Signature of Employee
Received and acknowledged this _____ day of _____________, ______:
RCM TECHNOLOGIES, INC.
By:_________________________________________
Print Name:______________________________
Print Title:_____________________________
"Company"
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INSTRUCTIONS FOR COMPLETION OF BENEFICIARY DESIGNATION FORM
As an Employee in the RCM Technologies, Inc. Nonqualified Deferred Compensation
Plan, you are entitled to designate a beneficiary who will receive your benefits
under the Plan in the event of your death. We recommend that you consult your
attorney concerning the completion of this form to assure that the desired
federal tax consequences are achieved.
This form should be executed in triplicate. All three copies must be mailed or
delivered to the following address:
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One copy will be returned to you, and it should be kept with your other
important documents.
If no Primary Beneficiary is alive when the payment becomes due, the benefits
will be paid in equal shares to those of the Contingent Beneficiaries who are
alive when the payment becomes due.
If you fail to designate a beneficiary, or if no designated beneficiaries are
alive when the payment becomes due, or if insufficient information is available
to reasonably determine your intent, the death benefits under the Plan will be
paid to your estate.
THIS BENEFICIARY DESIGNATION DOES NOT ALTER OR MODIFY THE PROVISIONS OF THE
PLAN. IN THE EVENT THAT THIS FORM INADVERTENTLY CONFLICTS WITH THE PROVISIONS
OF THE PLAN, THE PROVISIONS OF THE PLAN SHALL CONTROL.
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RCM TECHNOLOGIES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN
EXHIBIT 2
PARTICIPATION AGREEMENT
Name of Employee: _____________________________
Employee's Address: ___________________________
___________________________
Employee's Social Security Number: _______________
I. EMPLOYEE ELECTIVE DEFERRALS
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RCM TECHNOLOGIES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN
EXHIBIT 3
INVESTMENT DESIGNATION FORM
RCM Deferred Compensation Plan
Enrollment Election Form
Please complete all sections of this form if you are deferring
pay, bonus, or both.
Personal Information
Name: Address:
-------------------------------- ------------------------------
S.S. #
-------------------------------- ------------------------------
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Deferral Election
<TABLE>
<CAPTION>
<S> <C> <C> <C>
I hereby elect to defer: ____________% and/or ____________%
of 2001 Base Salary/Commissions Bonus(es) Payable in 2001
------------------------------------ ---------------------------------
</TABLE>
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Designation of Deferral Accounts
I understand that I may designate to have my deferrals allocated to a Retirement
Account and up to four In-service Accounts to be distributed to me upon
attaining a pre-selected year (life event) such as college tuition payments,
balloon mortgage payment, etc. I am not required to designate all four
In-service Accounts in the initial Plan year. In succeeding Plan years I may
designate additional In-service Accounts as long as I do not exceed a total of
four of these Deferral Accounts at any time.
Please indicate below your choices below. Your deferral allocation percentages
must add to 100%.
<TABLE>
<CAPTION>
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% of Deferral
Account Allocated Distribution Year Payout Mode
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<S> <C> <C> <C>
___ Lump Sum
Retirement _______% At Retirement ___ 10 Annual Installments
___ 15 Annual Installments
-----------------------------------------------------------------------------------------------------------------------------
In-service Account 1 _______% January, 20__ ___ Lump Sum
___ 4 Annual Installments
-----------------------------------------------------------------------------------------------------------------------------
In-service Account 2 _______% January, 20__ ___ Lump Sum
___ 4 Annual Installments
-----------------------------------------------------------------------------------------------------------------------------
In-service Account 3 _______% January, 20__ ___ Lump Sum
___ 4 Annual Installments
-----------------------------------------------------------------------------------------------------------------------------
In-service Account 4 _______% January, 20__ ___ Lump Sum
___ 4 Annual Installments
-----------------------------------------------------------------------------------------------------------------------------
Total _______% (Must total 100%)
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
--------------------------------------------------------------------------------
Retirement
I request that my deferrals be credited as follows (in 1% increments)
--------------------------------------------------------------------------------
Investment Election Fund Classification 1% Increments
------------------- ------------------- -------------
Federated Money Market Trust Money Market __________
Vanguard GNMA Government Bond __________
Van Kampen Equity Income Domestic Hybrid __________
MFS Capital Opportunities Large Blend __________
Smith Barney Aggressive Income Large Growth __________
Legg Mason Value Large Value __________
INVESCO Dynamics Mid Cap Stock __________
Delaware Trend Small Cap Stock __________
Putnam International Voyager Foreign Stock __________
MFS Global Growth Global Growth __________
100%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In-service Account 1
I request that my deferrals be credited as follows (in 1% increments)
--------------------------------------------------------------------------------
Investment Election Fund Classification 1% Increments
------------------- ------------------- -------------
Federated Money Market Trust Money Market __________
Vanguard GNMA Government Bond __________
Van Kampen Equity Income Domestic Hybrid __________
MFS Capital Opportunities Large Blend __________
Smith Barney Aggressive Income Large Growth __________
Legg Mason Value Large Value __________
INVESCO Dynamics Mid Cap Stock __________
Delaware Trend Small Cap Stock __________
Putnam International Voyager Foreign Stock __________
MFS Global Growth Global Growth __________
100%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In-service Account 2
I request that my deferrals be credited as follows (in 1% increments)
--------------------------------------------------------------------------------
Investment Election Fund Classification 1% Increments
------------------- ------------------- -------------
Federated Money Market Trust Money Market __________
Vanguard GNMA Government Bond __________
Van Kampen Equity Income Domestic Hybrid __________
MFS Capital Opportunities Large Blend __________
Smith Barney Aggressive Income Large Growth __________
Legg Mason Value Large Value __________
INVESCO Dynamics Mid Cap Stock __________
Delaware Trend Small Cap Stock __________
Putnam International Voyager Foreign Stock __________
MFS Global Growth Global Growth __________
100%
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
In-service Account 3
I request that my deferrals be credited as follows (in 1% increments)
--------------------------------------------------------------------------------
Investment Election Fund Classification 1% Increments
------------------- ------------------- -------------
Federated Money Market Trust Money Market __________
Vanguard GNMA Government Bond __________
Van Kampen Equity Income Domestic Hybrid __________
MFS Capital Opportunities Large Blend __________
Smith Barney Aggressive Income Large Growth __________
Legg Mason Value Large Value __________
INVESCO Dynamics Mid Cap Stock __________
Delaware Trend Small Cap Stock __________
Putnam International Voyager Foreign Stock __________
MFS Global Growth Global Growth __________
100%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In-service Account 4
I request that my deferrals be credited as follows (in 1% increments)
Investment Election Fund Classification 1% Increments
------------------- ------------------- -------------
Federated Money Market Trust Money Market __________
Vanguard GNMA Government Bond __________
Van Kampen Equity Income Domestic Hybrid __________
MFS Capital Opportunities Large Blend __________
Smith Barney Aggressive Income Large Growth __________
Legg Mason Value Large Value __________
INVESCO Dynamics Mid Cap Stock __________
Delaware Trend Small Cap Stock __________
Putnam International Voyager Foreign Stock __________
MFS Global Growth Global Growth __________
100%
--------------------------------------------------------------------------------
ACKNOWLEDGMENT:
I understand that my right to receive payments from my Account is a claim
against the general assets of the Company as an unsecured general creditor. I
hereby acknowledge that my election to defer Compensation under the Plan is
irrevocable with respect to amounts that are deferred under the Plan.
Signature: __________________________________ Date: ________________________
Print Name: ______________________________________
-21-
