AMENDMENT TO OPTION AGREEMENT
This Amendment Agreement ("Amendment") to the Option Agreement dated November
30, 1996, between RCM Technologies, Inc., a Nevada corporation (the "Company")
and Xxxx Xxxxx (the "Holder"), is effective as of March 18, 1997.
RECITALS
WHEREAS, the Holder has received certain options to purchase shares of common
stock of the Company pursuant to an Option Agreement dated November 30, 1996
(the "Option Agreement");
WHEREAS, the last paragraph of Section 2.5 of the Option Agreement makes
reference to the Amended and Restated Termination Benefits Agreement, dated
November 30, 1996, between the Company and the Holder and the Amended and
Restated Employment Agreement, dated November 30, 1996, between the Company and
the Holder; and
WHEREAS, the parties hereto desire to amend such paragraph to reflect that the
Amended and Restated Termination Benefits Agreement dated November 30, 1996 has
been amended pursuant to the terms of the Second Amended and Restated
Termination Benefits Agreement dated March 18, 1997, between the Company and the
Holder and that the referenced agreements may be amended from time to time and,
therefore, any reference to these agreements would include any and all
amendments thereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. The last paragraph of Section 2.5 of the Option Agreement shall be amended,
in its entirety, to read as follows:
The term Change in Control (hereafter a "Change in Control") shall have the
meaning ascribed thereto in the Second Amended and Restated Termination Benefits
Agreement between the Company and the Holder dated March 18, 1997, as such
agreement may be amended from time to time (the "Termination Benefits
Agreement"). The term "good and sufficient cause" (hereafter "good and
sufficient cause") shall have the meaning ascribed thereto in the Amended and
Restated Employment Agreement between the Company and the Holder dated November
30, 1996, as such agreement may be amended from time to time (the "Employment
Agreement").
2. All other terms and provisions of the Option Agreement shall remain unchanged
and unaffected by this Amendment.
IN WITNESS WHEREOF, the Holder and the Company have caused this Amendment to be
executed, effective as of the date first written above.
HOLDER:
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Xxxx Xxxxx
RCM TECHNOLOGIES, INC.
By:_________________________________
Executive Officer
Acknowledged and Ratified by:
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Chairman of the Compensation
Committee
