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RCM TECHNOLOGIES, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
The purpose of the RCM Technologies, Inc. 2001 Employee Stock Purchase
Plan is to provide eligible employees of the Company and its subsidiaries an
opportunity to purchase common stock of RCM Technologies, Inc. ("the Company").
The Board of Directors of the Company believes that employee participation in
stock ownership will be to the mutual benefit of the employees and the Company.
The Plan must be approved by the stockholders of the Company within 12 months
after the date on which the Plan is adopted.
ARTICLE I
Definitions
Sec. 1.01 "Board of Directors" means the Board of Directors of the
Company.
Sec. 1.02 "Code" means the Internal Revenue Code of 1986, as amended.
References to specific sections of the Code shall be taken to be references to
corresponding sections of any successor statute.
Sec. 1.03 "Committee" means the committee appointed by the Board of
Directors to administer the Plan, as provided in Section 5.04.
Sec. 1.04 "Company" means RCM Technologies, Inc., a Nevada corporation,
or any successor by merger or otherwise.
Sec. 1.05 "Compensation" means a Participant's base wages, overtime pay,
commissions, cash bonuses, premium pay and shift differential, before giving
effect to any compensation reductions made in connection with plans described in
section 401(k) or 125 of the Code.
Sec. 1.06 "Effective Date" shall mean January 1, 2001.
Sec. 1.07 "Election Date" means 30 days before each July 1 and January 1
or such other dates as the Committee shall specify; provided that the first
Election Date for the Plan shall be the Effective Date.
Sec. 1.08 "Eligible Employee" means each employee of the Employer:
(i) Who is employed by the Employer as an employee (and not as an
independent contractor),
(ii) Whose customary employment is for more than 20 hours per week and
for more than five months per year,
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(iii) Who is not deemed for purposes of section 423(b)(3) of the Code to
own stock possessing five percent or more of the total combined voting power or
value of all classes of stock of the Company or any subsidiary, and
(iv) Who has completed at least one year of service with the Employer,
including any period of service with any predecessor business unit acquired by
the Employer (whether by asset purchase, stock purchase, merger or otherwise).
Sec. 1.09 "Employer" means the Company and each Subsidiary.
Sec. 1.10 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and as the same may hereafter be amended.
Sec. 1.11 "Market Value" means the last price for the Stock as reported
on the principal market on which the Stock is traded for the date of reference.
If there was no such price reported for the date of reference, "Market Value"
means the last reported price for the Stock on the day next preceding the date
of reference for which such price was reported or, if there was no such reported
price, the fair market value as determined by the Committee.
Sec. 1.12 "Participant" means each Eligible Employee who elects to
participate in the Plan.
Sec. 1.13 "Plan" means the RCM Technologies, Inc. 2001 Employee Stock
Purchase Plan, as set forth herein and as hereafter amended.
Sec. 1.14 "Plan Year" means each calendar year during which the Plan is
in effect.
Sec. 1.15 "Purchase Agreement" means the instrument prescribed by the
Committee pursuant to which an Eligible Employee may enroll as a Participant and
subscribe for the purchase of shares of Stock on the terms and conditions
offered by the Company. The Purchase Agreement is intended to evidence the
Company's offer of an option to the Eligible Employee to purchase Stock on the
terms and conditions set forth therein and herein.
Sec. 1.16 "Purchase Date" means the last day of each Purchase Period.
Sec. 1.17 "Purchase Period" means each six-month period or other period
specified by the Committee, beginning on or after the Effective Date, during
which the Participant's Stock purchase is funded through payroll deduction
accumulations.
Sec. 1.18 "Purchase Price" means the purchase price for shares of Stock
purchased under the Plan, determined as set forth in Section 3.03.
Sec. 1.19 "Stock" means the common stock of the Company.
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Sec. 1.20 "Subsidiary" means any present or future corporation which (i)
constitutes a "subsidiary corporation" of the Company as that term is defined in
section 424 of the Code and (ii) is designated as a participating entity in the
Plan by the Committee.
ARTICLE II
Admission to Participation
Sec. 2.01 Initial Participation. An Eligible Employee may elect to
participate in the Plan and may become a Participant effective as of any
Election Date, by executing and filing with the Committee a Purchase Agreement
at such time in advance of the Election Date as the Committee shall prescribe.
The Purchase Agreement shall remain in effect until it is modified through
discontinuance of participation under Section 2.02 or a change under Section
3.05.
Sec. 2.02 Discontinuance of Participation.
(a) A Participant may voluntarily cease his or her participation in the
Plan and stop payroll deductions at any time by filing a notice of cessation of
participation on such form and at such time in advance of the Purchase Date as
the Committee shall prescribe. A Participant who ceases contributions during a
Purchase Period may not make additional contributions to the Plan during the
Purchase Period. The Company shall pay a Participant who ceases contributions
during a Purchase Period any funds held in his or her account under the Plan.
The Participant may again elect to participate in the Plan on the next Election
Date, if the Participant is then an Eligible Employee.
(b) If a Participant terminates his or her employment with the Employer
for any reason or otherwise ceases to be an Eligible Employee, his or her
participation in the Plan automatically shall cease, no further purchase of
Stock shall be made for the Participant, and the Company shall pay to the
Participant (or, if the Participant terminates employment with the Employer on
account of death, to the Participant's executor, administrator or other personal
representative) any funds held in his or her account under the Plan.
Sec. 2.03 Readmission to Participation. Any Eligible Employee who has
previously been a Participant, who has discontinued participation (whether by
cessation of eligibility or otherwise), and who wishes to be reinstated as a
Participant may again become a Participant by executing and filing with the
Committee a new Purchase Agreement. Reinstatement to Participant status shall be
effective as of any Election Date, provided the Participant files a new Purchase
Agreement with the Committee at such time in advance of the Election Date as the
Committee shall prescribe.
ARTICLE III
Stock Purchase and Resale
Sec. 3.01 Reservation of Shares. There shall be 500,000 shares of Stock
reserved for issuance or transfer under the Plan, subject to adjustment in
accordance with Section 4.02. Except as provided in Section 4.02, the aggregate
number of shares of Stock that may be purchased under the Plan shall not exceed
the number of shares of Stock reserved under the Plan.
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Sec. 3.02 Limitation on Shares Available.
(a) The maximum number of shares of Stock that may be purchased for each
Participant on a Purchase Date is the lesser of (a) the number of whole shares
of Stock that can be purchased by applying the full balance of the Participant's
withheld funds to the purchase of shares of Stock at the Purchase Price, or (b)
the Participant's proportionate part of the maximum number of shares of Stock
available under the Plan, as stated in Section 3.01.
(b) Moreover, the maximum number of shares that a Participant may
purchase during a Purchase Period is 1,000 shares (subject to the limits of
Section 3.02(d) and subject to adjustment as described in Section 4.02).
Further, the maximum number of shares that all Participants may purchase, in the
aggregate, during a Purchase Period is 250,000 shares (subject to adjustment as
described in Section 4.02). If necessary, the maximum number of shares that a
Participant may purchase during a Purchase Period shall be adjusted as
determined by the Committee, to reflect the maximum number of shares that all
Participants may purchase, in the aggregate, during a Purchase Period. Before
the beginning of a Purchase Period, the Committee may increase or decrease these
maximum share limits for the Purchase Period and subsequent Purchase Periods.
The adjusted maximum share limits shall continue in effect until again adjusted
by the Committee.
(c) Notwithstanding the foregoing, if any person entitled to purchase
shares pursuant to any offering under the Plan would be deemed for purposes of
section 423(b)(3) of the Code to own stock (including any number of shares of
Stock that such person would be entitled to purchase under the Plan) possessing
five percent or more of the total combined voting power or value of all classes
of stock of the Company or any subsidiary, the maximum number of shares of Stock
that such person shall be entitled to purchase pursuant to the Plan shall be
reduced to that number which, when added to the number of shares of stock that
such person is deemed to own (excluding any number of shares of Stock that such
person would be entitled to purchase under the Plan), is one less than such five
percent. Any amounts withheld from a Participant's compensation that cannot be
applied to the purchase of Stock by reason of the foregoing limitation shall be
returned to the Participant as soon as practicable.
(d) A Participant may not purchase shares of Stock having an aggregate
Market Value of more than $25,000, determined at the beginning of each Purchase
Period, for any calendar year in which one or more offerings under this Plan are
outstanding at any time, and a Participant may not purchase a share of Stock
under any offering after the expiration of the Purchase Period for the offering.
Sec. 3.03 Purchase Price of Shares.
(a) Unless the Committee determines otherwise, the Purchase Price per
share of the Stock to be sold to Participants under the Plan shall be the lower
of:
(i) 85% of the Market Value of such share on the first day of the
Purchase Period, or
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(ii) 85% of the Market Value of such share on the Purchase Date.
(b) The Committee may determine that the Purchase Price shall be the
Market Value, or a percentage of the Market Value, on either of the first day of
the Purchase Period or the Purchase Date, or the lower of such values, so long
as the percentage shall not be lower than 85% of such Market Value.
Sec. 3.04 Exercise of Purchase Privilege.
(a) As of the first day of each Purchase Period, each Participant shall
be granted an option to purchase shares of Stock at the Purchase Price specified
in Section 3.03. The option shall continue in effect through the Purchase Date
for the Purchase Period. Subject to the provisions of Section 3.02 above, on
each Purchase Date, the Participant shall automatically be deemed to have
exercised his or her option to purchase shares of Stock, unless he or she
notifies the Committee, in such manner and at such time in advance of the
Purchase Date as the Committee shall prescribe, of his or her desire not to make
such purchase.
(b) Subject to the provisions of Section 3.02, there shall be purchased
for the Participant on each Purchase Date, at the Purchase Price for the
Purchase Period, the largest number of whole shares of Stock as can be purchased
with the amounts withheld from the Participant's Compensation during the
Purchase Period. Each such purchase shall be deemed to have occurred on the
Purchase Date occurring at the close of the Purchase Period for which the
purchase was made. Any amounts that are withheld from a Participant's
Compensation in a Purchase Period and that remain after the purchase of whole
shares of Stock on a Purchase Date will be held in the Participant's account,
without interest, and applied on the Participant's behalf to purchase Stock on
the next Purchase Date.
Sec. 3.05 Payroll Deductions. Each Participant shall authorize payroll
deductions from his or her Compensation for the purpose of funding the purchase
of Stock pursuant to his or her Purchase Agreement. In the Purchase Agreement,
each Participant shall authorize an after-tax payroll deduction from each
payment of Compensation during the Purchase Period in integral percentage
amounts ranging from 1% to 10% of such Participant's Compensation, but in no
event shall Participant be able to authorize more than $10,000 per year toward
the purchase of Stock pursuant to his or her Purchase Agreement. A Participant
may change the deduction to any permissible level effective as of any Election
Date. A change shall be made by filing with the Committee a notice in such form
and at such time in advance of the Election Date on which the change is to be
effective as the Committee shall prescribe. Except as provided in Section 2.02,
a Participant may not change his or her percentage amounts during the Purchase
Period.
Sec. 3.06 Payment for Stock. The Purchase Price for all shares of Stock
purchased by a Participant under the Plan shall be paid out of the Participant's
authorized payroll deductions. All funds received or held by the Company under
the Plan are general assets of the Company, shall be held free of any trust or
other restriction, and may be used for any corporate purpose.
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Sec. 3.07 Share Ownership; Issuance of Certificates.
(a) The shares of Stock purchased by a Participant on a Purchase Date
shall, for all purposes, be deemed to have been issued or sold at the close of
business on the Purchase Date. Prior to that time, none of the rights or
privileges of a stockholder of the Company shall inure to the Participant with
respect to such shares of Stock. All the shares of Stock purchased under the
Plan shall be delivered by the Company in a manner as determined by the
Committee.
(b) The Committee, in its sole discretion, may determine that shares of
Stock shall be delivered by (i) issuing and delivering to the Participant a
certificate for the number of shares of Stock purchased by the Participant, (ii)
issuing and delivering certificates for the number of shares of Stock purchased
to a firm which is a member of the National Association of Securities Dealers,
as selected by the Committee from time to time, which shares shall be maintained
by such firm in a separate brokerage account for each Participant, or (iii)
issuing and delivering certificates for the number of shares of Stock purchased
by Participants to a bank or trust company or affiliate thereof, as selected by
the Committee from time to time, which shares may be held by such bank or trust
company or affiliate in street name, but with a separate account maintained by
such entity for each Participant reflecting such Participant's share interests
in the Stock. Each certificate or account, as the case may be, may be in the
name of the Participant or, if he or she so designates on the Participant's
Purchase Agreement, in the Participant's name jointly with the Participant's
spouse, with right of survivorship, or in such other form as the Committee may
permit.
(c) The Committee, in its sole discretion, may impose such restrictions
or limitations as it shall determine on the resale of Stock, the issuance of
individual stock certificates or the withdrawal from any stockholder accounts
established for a Participant.
(d) If, under Section 3.07(b), certificates for Stock are held for the
benefit of the Participant, any dividends payable with respect to shares of
Stock credited to a stockholder account of a Participant will, at the
Participant's election, either be (i) reinvested in shares of Stock and credited
to the Participant's account or (ii) paid directly to the Participant. If
dividends are reinvested in shares of Stock, such reinvestment shall be made
based on the Market Value of the Stock at the date of the reinvestment, with no
discount from Market Value.
Sec. 3.08 Distribution of Shares or Sale of Stock.
(a) In accordance with the procedures established by the Committee, a
Participant may request a distribution of shares of Stock purchased for the
Participant under the Plan or order the sale of such shares. However, a
Participant may not receive a distribution of any shares of Stock acquired under
the Plan within two years after the beginning of the Purchase Period in which
the Stock is purchased.
(b) In accordance with the procedures established by the Committee, the
Participant may elect to sell the shares of Stock from the stockholder account
established pursuant to Section 3.07(b) under the Plan.
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(c) In accordance with the procedures established by the Committee, if a
Participant terminates his or her employment with the Employer for any reason or
ceases to be an Eligible Employee, the Committee may (i) require the Participant
to sell the shares of Stock from the account established pursuant to Section
3.07(b) under the Plan, or (ii) receive a distribution of his or her shares of
Stock held in any stockholder account established pursuant to Section 3.07(b),
unless the Participant elects (or, if the Participant terminates employment with
the Employer on account of death, the Participant's executor, administrator or
other personal representative elects) to have the shares of Stock sold in
accordance with such procedures as the Committee shall prescribe.
(d) If a Participant is to receive a distribution of shares of Stock, or
if shares are to be sold, the distribution or sale shall be made in whole shares
of Stock. Any brokerage commissions resulting from a sale of Stock shall be
deducted from amounts payable to the Participant.
ARTICLE IV
Special Adjustments
Sec. 4.01 Shares Unavailable. If, on any Purchase Date, the aggregate
funds available for the purchase of Stock would purchase a number of shares in
excess of the number of shares of Stock then available for purchase under the
Plan, the following events shall occur:
(a) The number of shares of Stock that would otherwise be purchased by
each Participant shall be proportionately reduced on the Purchase Date in order
to eliminate such excess; and
(b) The Plan shall automatically terminate immediately after the Purchase
Date as of which the supply of available shares is exhausted.
Sec. 4.02 Anti-Dilution Provisions. The aggregate number of shares of
Stock reserved for purchase under the Plan, as provided in Section 3.01, the
maximum number of shares that may be purchased by a Participant as provided in
Section 3.02(b), the total number of shares that may be purchased by all
Participants in a Purchase Period as provided in Section 3.02(b), and the
calculation of the Purchase Price per share may be appropriately adjusted by the
Committee to reflect any increase or decrease in the number of issued shares of
Stock resulting from a subdivision or consolidation of shares or other capital
adjustment, or the payment of a stock dividend, or other increase or decrease in
such shares, if effected without receipt of consideration by the Company.
Sec. 4.03 Effect of Certain Transactions. Subject to any required action
by the stockholders, if the Company shall be the surviving corporation in any
merger or consolidation, any offering hereunder shall pertain to and apply to
the shares of stock of the Company. However, in the event of a dissolution or
liquidation of the Company, or of a merger or consolidation in which the Company
is not the surviving corporation, the Plan and any offering
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hereunder shall terminate upon the effective date of such dissolution,
liquidation, merger or consolidation, unless the Board determines otherwise, and
the balance of any amounts withheld from a Participant's Compensation which have
not by such time been applied to the purchase of Stock shall be returned to the
Participant.
ARTICLE V
Miscellaneous
Sec. 5.01 Non-Alienation. The right to purchase shares of Stock under the
Plan is personal to the Participant, is exercisable only by the Participant
during the Participant's lifetime and may not be assigned or otherwise
transferred by the Participant.
Sec. 5.02 Administrative Costs. The Company shall pay the administrative
expenses associated with the operation of the Plan (other than brokerage
commissions resulting from sales of Stock directed by Participants).
Sec. 5.03 No Interest. No interest shall be payable with respect to
amounts withheld under the Plan.
Sec. 5.04 Committee. The Board of Directors shall appoint the Committee,
which shall have the authority and power to administer the Plan and to make,
adopt, construe, and enforce rules and regulations not inconsistent with the
provisions of the Plan. The Committee shall adopt and prescribe the contents of
all forms required in connection with the administration of the Plan, including,
but not limited to, the Purchase Agreement, payroll withholding authorizations,
requests for distribution of shares, and all other notices required hereunder.
The Committee shall have the fullest discretion permissible under law in the
discharge of its duties. The Committee's interpretations and decisions with
respect to the Plan shall be final and conclusive.
Sec. 5.05 Withholding of Taxes; Notification of Transfer.
(a) All acquisitions and sales of Stock under the Plan shall be subject
to applicable federal (including FICA), state and local tax withholding
requirements if the Internal Revenue Service or other taxing authority requires
such withholding. The Company may require that Participants pay to the Company
(or make other arrangements satisfactory to the Company for the payment of) the
amount of any federal, state or local taxes that the Company is required to
withhold with respect to the purchase of Stock or the sale of Stock acquired
under the Plan, or the Company may deduct from the Participant's wages or other
compensation the amount of any withholding taxes dues with respect to the
purchase of Stock or the sale of Stock acquired under the Plan.
(b) A Participant shall be required to advise the Committee immediately
if the Participant transfers (by sale, gift or other manner) any shares of Stock
acquired under the Plan within two years after the beginning of the Purchase
Period in which the Stock is purchased.
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Sec. 5.06 Amendment of the Plan. The Board of Directors may, at any time
and from time to time, amend the Plan in any respect, except that any amendment
that is required to be approved by the stockholders under section 423 of the
Code shall be submitted to the stockholders of the Company for approval.
Sec. 5.07 Expiration and Termination of the Plan. The Plan shall continue
in effect for ten years from the Effective Date, unless terminated prior to that
date pursuant to the provisions of the Plan or pursuant to action by the Board
of Directors. The Board of Directors shall have the right to terminate the Plan
at any time without prior notice to any Participant and without liability to any
Participant. Upon the expiration or termination of the Plan, the balance, if
any, then standing to the credit of each Participant from amounts withheld from
the Participant's Compensation which has not, by such time, been applied to the
purchase of Stock shall be refunded to the Participant.
Sec. 5.08 No Employment Rights. Participation in the Plan shall not give
an employee any right to continue in the employment of an Employer, and shall
not affect the right of the Employer to terminate the employee's employment at
any time, with or without cause.
Sec. 5.09 Repurchase of Stock. The Company shall not be required to
purchase or repurchase from any Participant any of the shares of Stock that the
Participant acquires under the Plan.
Sec. 5.10 Notice. A Purchase Agreement and any notice that a Participant
files pursuant to the Plan shall be on the form prescribed by the Committee and
shall be effective only when received by the Committee. Delivery of such forms
may be made by hand or by certified mail, sent postage prepaid, to the Company's
corporate headquarters, or such other address as the Committee may designate.
Delivery by any other mechanism shall be deemed effective at the option and
discretion of the Committee.
Sec. 5.11 Government Regulation. The Company's obligation to sell and to
deliver the Stock under the Plan is at all times subject to all approvals of any
governmental authority required in connection with the authorization, issuance,
sale or delivery of such Stock.
Sec. 5.12 Internal Revenue Code and ERISA Considerations. The Plan is
intended to constitute an "employee stock purchase plan" within the meaning of
section 423 of the Internal Revenue Code of 1986, as amended. The Plan is not
intended and shall not be construed as constituting an "employee benefit plan,"
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended.
Sec. 5.13 Headings, Captions, Gender. The headings and captions herein
are for convenience of reference only and shall not be considered as part of the
text. The masculine shall include the feminine, and vice versa.
Sec. 5.14 Severability of Provisions, Prevailing Law. The provisions of
the Plan shall be deemed severable. In the event any such provision is
determined to be unlawful or unenforceable by a court of competent jurisdiction
or by reason of a change in an applicable statute, the Plan shall continue to
exist as though such provision had never been included therein (or, in the case
of a change in an applicable statute, had been deleted as of the date of such
change). The Plan shall be governed by the laws of the Nevada to the extent such
laws are not in conflict with, or superseded by, federal law.
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