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<SEC-DOCUMENT>0000700841-07-000031.txt : 20071212
<SEC-HEADER>0000700841-07-000031.hdr.sgml : 20071212
<ACCEPTANCE-DATETIME>20071212155937
ACCESSION NUMBER:		0000700841-07-000031
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20071212
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
FILED AS OF DATE:		20071212
DATE AS OF CHANGE:		20071212

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RCM TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0000700841
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-HELP SUPPLY SERVICES [7363]
		IRS NUMBER:				951480559
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10245
		FILM NUMBER:		071301860

	BUSINESS ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVENUE
		STREET 2:		STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109-4613
		BUSINESS PHONE:		8564861777

	MAIL ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVENUE
		STREET 2:		STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109-4613
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k121207.txt
<DESCRIPTION>FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHA
<TEXT>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    --------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

     Date of report (Date of earliest event reported): December 12, 2007
                                                       -----------------

                             RCM Technologies, Inc.
               (Exact Name of Registrant as Specified in Charter)


          Nevada                        1-10245              95-1480559
        ----------                   -------------       --------------
      (State or Other              (Commission File        (I.R.S. Employer
      Jurisdiction of                   Number)           Identification No.)
      Incorporation)

  2500 McClellan Avenue, Suite 350
   Pennsauken, NJ                                 08109-4613
- ------------------------------------------        ----------
  (Address of Principal Executive Offices)        (Zip Code)

  Registrant's telephone number, including area code: (856) 486-1777
                                                      ---------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Section Act (17 CFR
    230.425).
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   (17 CFR 240.14a-12).
[ ] Pre-commencement communications pursuant to Rule
    14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
[ ] Pre-commencement
    communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
    240-13e-4(c)).




<PAGE>






Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;
            Appointment of Certain Officers;
            Compensatory Arrangements of Certain Officers.

On December 7, 2007, the Board of Directors of RCM Technologies, Inc. (the
"Company") and the Compensation Committee of the Company's Board of Directors
approved certain amendments to the following agreements between the Company and
Leon Kopyt: the Amended and Restated Employment Agreement, entered into on
November 30, 1996, (the "Employment Agreement"); the Second Amended and Restated
Termination Benefits Agreement, made March 18, 1997, (the "Termination
Agreement"); and the Severance Agreement, entered into on June 10, 2002, (the
"Severance Agreement" and with the Employment Agreement and the Termination
Agreement collectively hereinafter referred to as the "Agreements"). Mr. Kopyt
agreed to each of these amendments on December 12, 2007 (collectively, the
"Amendments").

The Amendments primarily add or modify provisions of the Agreements to comply
with the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended (the "Code") and regulations or other guidance of the Internal Revenue
Service published thereunder. Among the changes is the payment, in connection
with a covered termination under the Agreements, of a lump sum cash payment
equal in value to the cost of continuing Mr. Kopyt under the Company's life,
disability and other employee benefits programs for the relevant severance
period set forth in the applicable Agreement, plus a gross-up amount to cover
the relevant taxes associated with such payment; prior to the Amendments, the
Agreements provided that the Company would either continue, pay or make
available these benefits for the relevant severance period. The Amendments also
require that Mr. Kopyt pay the applicable monthly premiums for the cost of
family health insurance coverage during the relevant severance period and the
Company will reimburse him the monthly cost of such coverage, less the amount
that he was required to pay for such coverage immediately prior to his
termination date, plus an additional gross-up amount for the relevant taxes on
such reimbursement; prior to the Amendments, the Agreements provided that the
Company would either continue, pay or make available this benefit for the
relevant severance period. The Amendment to the Employment Agreement also
provides that in the event of the death of Mr. Kopyt, the death benefit payable
thereunder will be paid in a lump sum, as opposed to payable weekly over the six
month period following the date of his death.

The Amendments also include the requirement to delay in certain circumstance the
payment of any applicable severance for six months following Mr. Kopyt's
termination of employment; however, in such circumstances the Company must
establish a rabbi trust and contribute to such rabbi trust an amount sufficient
to cover the Company's obligations to pay such delayed amounts, plus an
additional amount to cover an interest payment on such amounts at annual rate
equal to the prime rate.

The Amendments also make conforming changes to the Agreements by adding the
requirement to the Employment Agreement and the Severance Agreement that the
Company will (i) provide Mr. Kopyt with a full-gross up for any excise taxes
under Section 280G of the Code for amounts payable under such agreements or
otherwise, and (ii) cover the reasonable fees and costs of counsel retained by
Mr. Kopyt in the event he is required to enforce his rights under either
agreement. Prior to the Amendments, these requirements were only provided for in
the Termination Agreement.

                                       1
<page>

Lastly, the Amendments modified the formula for determining Mr. Kopyt's cash
severance under the Agreements for the portion that is based on his bonus for
the most recently completed fiscal year by providing that the bonus for this
purpose will be determined based on the maximum bonus that he was eligible to
receive during such prior fiscal year, as opposed to the bonus that he received
during such fiscal year.

The Amendments to the Agreements do not change the base salary, target
incentives, long-term compensation or any other remunerative aspect of the
agreement in any material respect, other than as described above and for Section
409A compliance reasons.

The foregoing descriptions are qualified in their entirety by references to the
Amendments to the above-listed Agreements filed as Exhibits to this Current
Report on Form 8-K.

Item 9.01.        Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(d) Exhibits.

Exhibit Number        Exhibit Title
10.1+                 Amendment No. 1, dated December 12, 2007, to the Amended
                      and Restated Employment Agreement, entered into on
                      November 30, 1996, between Leon Kopyt and
                      RCM Technologies, Inc.

10.2+                 Amendment No. 1, dated December 12, 2007, to the Second
                      Amended and Restated Termination Benefits Agreement,
                      made March 18, 1997, between Leon Kopyt and RCM
                      Technologies, Inc.

10.3+                 Amendment No. 1, dated December 12, 2007, to the
                      Severance Agreement, entered into on
                      June 10, 2002, between Leon Kopyt and RCM
                      Technologies, Inc.

- ---------------
+  Compensatory plan or arrangement.

                                       2

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                              RCM TECHNOLOGIES, INC.



                              By:      s//Stanton Remer
                                       ----------------
                                       Stanton Remer
                                       Chief Financial Officer, Treasurer and
                                       Secretary


Dated: December 12, 2007


<PAGE>


                              EXHIBIT INDEX

Exhibit Number                Exhibit Title
10.1+                         Amendment No. 1, dated December 12, 2007, to the
                              Amended and Restated Employment
                              Agreement, entered into on November 30, 1996,
                              between Leon Kopyt and RCM Technologies, Inc.

10.2+                         Amendment No. 1, dated December 12, 2007, to the
                              Second Amended and Restated
                              Termination Benefits Agreement, made
                              March 18, 1997, between Leon Kopyt and RCM
                              Technologies, Inc.

10.3+                         Amendment No. 1, dated December 12, 2007, to the
                              Severance Agreement, entered into on
                              June 10, 2002, between Leon Kopyt and
                              RCM Technologies, Inc.

- ---------------
+  Compensatory plan or arrangement.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2I
<SEQUENCE>2
<FILENAME>severanceagr.txt
<DESCRIPTION>AMENDMENT NO. 1 TO LEON KOPYT'S SEVERNACE AGREEMENT
<TEXT>
                                    AMENDMENT
                              NO. 1 TO LEON KOPYT'S
                               SEVERANCE AGREEMENT


         THIS AMENDMENT NO. 1 TO LEON KOPYT'S SEVERANCE AGREEMENT
(the "mendment") is entered into as of
December 12, 2007, by and between RCM Technologies, Inc. (the "Company") and
Leon Kopyt ("Employee").

         WHEREAS, the Company and the Employee previously entered into a
Severance Agreement, dated as of June 10, 2002 (the "Severance Agreement");

         WHEREAS, in order to comply with the requirements of section 409A of
the Internal Revenue Code of 1986, as amended (the "Code"), the Company desires
to amend the Severance Agreement; and

         WHEREAS, Employee has agreed to the changes to the Severance Agreement
to comply with the requirements of section 409A of the Code.

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that the Severance Agreement is hereby amended as follows:

1. A new subsection 1.b. is hereby added to the Severance Agreement to read in
its entirety as follows, and the remainder of Section 1 is renumbered
accordingly:

                  "b. `Code' shall mean the Internal Revenue Code of 1986, as
amended."

2. Subsection 2.b. of the Severance Agreement is hereby amended in its entirety
to read as follows:

                  "b. Within five (5) days following Employee's termination of
                  employment, but subject to subsection 2.g. below, a lump sum
                  cash payment which is equal to one-sixth (1/6) of the
                  aggregate of Employee's then-current gross annual salary (for
                  federal income tax purposes) and ascertainable bonus (i.e. the
                  maximum bonus that Employee was eligible to receive during the
                  Company's most recently completed fiscal year) multiplied by
                  the number of years or partial years that Employee has been
                  employed by the Company;"

3. Subsection 2.c. of the Severance Agreement is hereby amended in its entirety
to read as follows:

                  "c. For a period of three (3) years following Employee's
                  termination of employment, Employee shall receive and, where
                  applicable, his spouse and dependents shall receive medical
                  insurance coverage that is equivalent to the coverage that
                  Employee would have been eligible to receive if Employee
                  continued in employment during such period; provided, that in
                  order to receive such continued coverage, Employee shall be
                  required to pay to the Company at the same time that premium
                  payments are due for the month an amount equal to the full
                  monthly premium payments required for such coverage and the
                  Company shall reimburse to Employee the amount of such monthly
                  premium, less the amount that Employee was required to pay for
                  such coverage immediately prior to the date of his termination
                  of employment (the `Medical Payment'), no later than five (5)
                  days following the date the premium for the month is paid by
                  Employee. In addition, on each date on which the Medical
                  Payments are made, but subject to subsection 2.g. below, the
                  Company shall pay to Employee an additional amount equal to
                  the federal, state and local income and payroll taxes that
                  Employee incurs on each monthly Medical Payment (the `Medical
                  Gross-up Payment'). The Medical Payment paid to Employee
                  during the period of time during which Employee would be
                  entitled to continuation coverage under the Company's group
                  health plan pursuant to section 4980B of the Code (or any
                  replacement or successor provision of the United States tax
                  law) if Employee elected such coverage and paid the applicable
                  premiums is intended to qualify for the exception from
                  deferred compensation as a medical benefit provided in
                  accordance with the requirements of Treas. Reg.
                  ss.1.409A-1(b)(9)(v)(B). The Medical Payment and the Medical
                  Gross-up Payment shall be reimbursed to Employee in a manner
                  that complies with the requirements of Treas. Reg.
                  ss.1.409A-3(i)(1)(iv);"

4. A new subsection 2.d. is hereby added to the Severance Agreement to read in
its entirety as follows, and the remainder of Section 2 is renumbered
accordingly:

                "d. Within five (5) days following Employee's termination of
                employment, but subject to subsection 2.g. below, the Company
                shall pay Employee a lump sum cash payment equal to the
                aggregate value of continuing Employee's life and disability
                coverage, long term care insurance and automobile lease in
                effect immediately prior to Employee's termination of employment
                for the three (3)-year period following Employee's termination
                of employment as if Employee continued to be employed by the
                Company for such three (3)-year period. In addition, subject to
                subsection 2.g. below, the Company shall pay to Employee an
                additional amount equal to the federal, state and local income
                and payroll taxes that Employee incurs on the lump sum cash
                payment for the cost of continuing of all of the abovementioned
                benefits pursuant to this Section 2.d.;"

5. A new subsection 2.e., as renumbered, is hereby added to the Severance
Agreement to read in its entirety as follows, and the remainder of Section 2 is
renumbered accordingly:

                "e. Within five (5) days following Employee's termination of
                employment, but subject to subsection 2.g. below, the Company
                shall pay Employee a lump sum cash payment equal to the
                aggregate value of continuing all employee benefits (other than
                those in subsections 2.c. and d.) provided to Employee
                immediately prior to his termination of employment for the three
                (3)-year period following Employee's termination of employment
                as if Employee continued to be employed by the Company for such
                three (3)-year period. In addition, subject to subsection 2.g.
                below, the Company shall pay to Employee an additional amount
                equal to the federal, state and local income and payroll taxes
                that Employee incurs on the lump sum cash payment for the cost
                of continuing all employee benefits pursuant to this Section
                2.e.;"

6. A new subsection 2.g., as renumbered, is hereby added to the Severance
Agreement to read in its entirety as follows:

                  "g. i. Notwithstanding any provision to the contrary in this
                  Agreement, if Employee is deemed at the time of his
                  termination of employment to be a `key employee' within the
                  meaning of that term under Code section 416(i) (as used for
                  purposes of defining a "specified employee" under section 409A
                  of the Code) and delayed payment of an amount that is payable
                  to or on behalf of Employee in connection with a termination
                  of employment is required in order to avoid a prohibited
                  distribution under section 409A(a)(2) of the Code, no such
                  amount shall be provided to or paid on behalf of Employee
                  prior to the earlier of (x) the expiration of the six
                  (6)-month period measured from the date of Employee's
                  `separation from service' (as such term is defined in Treasury
                  Regulations issued under Code section 409A) or (y) the date of
                  Employee's death; provided, however, that upon the expiration
                  of the applicable Code section 409A(a)(2) postponement period
                  referred to herein, all amounts delayed pursuant to this
                  subsection 2.g., with accrued interest as described below,
                  shall be paid in a lump sum payment to or on behalf of
                  Employee within five (5) days after the end of the
                  postponement period. The determination of who is a `key
                  employee', including the number and identity of persons
                  considered officers and the identification date, shall be made
                  by the Compensation Committee of the Board of Directors of the
                  Company or its delegate in accordance with the provisions of
                  section 409A of the Code and the regulations issued
                  thereunder.

                           ii. If payment of any amounts under this Agreement is
                  required to be delayed pursuant to section 409A of the Code,
                  the Company shall pay interest on the postponed payments from
                  the date on which the amounts otherwise would have been paid
                  to the date on which such amounts are paid at an annual rate
                  equal to the prime rate listed in the Wall Street Journal as
                  of Employee's date of termination.

                           iii. In the event that any payments payable to
                  Employee pursuant to subsections 2.a. through 2.e. are delayed
                  because of this subsection 2.g., the Company shall establish
                  an irrevocable rabbi trust based on the Internal Revenue
                  Service model rabbi trust and contribute to such rabbi trust
                  within five (5) days following the date of Employee's
                  termination of employment with the Company an amount
                  sufficient to cover the amounts payable to Employee which are
                  delayed pursuant to this subsection 2.g. because of section
                  409A of the Code, plus an additional amount to cover the
                  interest that is payable on such amounts, as calculated
                  pursuant to subsection 2.g.ii. above."

7. A new Section 4 is hereby added to the Severance Agreement to read in its
entirety as follows, and the remaining Sections of the Severance Agreement are
renumbered accordingly:

                  "4. Certain Increases in Payment.

                           a. Gross-up Payment. Anything in this Agreement to
                  the contrary notwithstanding, in the event that it shall be
                  determined that any payment or distribution by the Company to
                  or for the benefit of Employee, whether paid or payable or
                  distributed or distributable pursuant to the terms of this
                  Agreement or otherwise (a `Payment'), would constitute an
                  `excess parachute payment' within the meaning of section 280G
                  of the Code, Employee shall be paid an additional amount (the
                  `Gross-Up Payment') such that the net amount retained by
                  Employee after deduction of any excise tax imposed under
                  section 4999 of the Code, and any federal, state and local
                  income and employment tax and excise tax imposed upon the
                  Gross-Up Payment shall be equal to the Payment. For purposes
                  of determining the amount of the Gross-Up Payment, Employee
                  shall be deemed to pay federal income tax and employment taxes
                  at the highest marginal rate of federal income and employment
                  taxation in the calendar year in which the Gross-Up Payment is
                  to be made and state and local income taxes at the highest
                  marginal rate of taxation in the state and locality of
                  Employee's residence on the termination date, net of the
                  maximum reduction in federal income taxes that may be obtained
                  from the deduction of such state and local taxes.

                           b. Determination. All determinations to be made under
                  this Section 4 shall be made by the Company's independent
                  public accountant or another independent public accountant
                  selected by mutual agreement of the Company and Employee (the
                  `Accounting Firm'), which firm shall provide its
                  determinations and any supporting calculations both to the
                  Company and Employee within ten (10) days of the triggering
                  event. Any such determination by the Accounting Firm shall be
                  binding upon the Company and Employee. The Company shall pay
                  the Gross-Up Payment to Employee within ten (10) days after
                  the Accounting Firm's determination. All payments made
                  pursuant to this Section 4 shall be paid, in any event, in a
                  manner that is consistent with Treas. Reg.
                  ss.1.409A-(i)(1)(v).

                           c. Fees and Expenses. All of the fees and expenses of
                  the Accounting Firm in performing the determinations referred
                  to in this Section 4 shall be borne solely by the Company. The
                  Company agrees to indemnify and hold harmless the Accounting
                  Firm of and from any and all claims, damages and expenses
                  resulting from or relating to its determinations pursuant to
                  this Section, except for claims, damages or expenses resulting
                  from the gross negligence or willful misconduct of the
                  Accounting Firm."

8. A new Section 10 is hereby added to the Severance Agreement to read in its
entirety as follows, and the remaining Sections of the Severance Agreement are
renumbered accordingly:

                  "10. Legal Fees. Except as provided in Section 9 of this
                  Agreement, it is the intent of the Company that Employee not
                  be required to incur the expenses associated with the
                  enforcement of any rights under this Agreement by litigation
                  or other legal action, because the cost and expense of such
                  legal action would substantially detract from the benefits
                  untended to be extended to Employee hereunder. Accordingly if
                  Employee is required to take any legal action to enforce his
                  rights under this Agreement, the Company irrevocably
                  authorizes Employee to retain counsel of Employee's choice, at
                  the expense of the Company as provided in this Section 10, to
                  represent Employee in connection with the initiation or
                  defense of any litigation or other legal action, whether such
                  legal action is by or against the Company or any director,
                  officer, shareholder, or other person affiliated with the
                  Company, in any jurisdiction. Notwithstanding any existing or
                  prior attorney-client relationship between the Company and
                  such counsel, the Company irrevocably consents to Employee
                  entering into an attorney-client relationship with such
                  counsel, and in that connection the Company and Employee agree
                  that a confidential relationship shall exist between Employee
                  and such counsel. The reasonable fees and expenses of counsel
                  selected from time to time by Employee as hereinabove provided
                  shall be paid in advance or reimbursed to Employee, by the
                  Company within five (5) days following presentation by
                  Employee of a statement or statements or customary retainer
                  letter prepared by such counsel in accordance with its
                  customary practices, but not later than December 31 of the
                  calendar year following the calendar year in which the fees or
                  expenses are actually incurred. Except as provided in Section
                  9 of this Agreement, any legal fees incurred by the Company by
                  reason of any dispute between the parties as to enforceability
                  of or the terms contained in this Agreement, notwithstanding
                  the outcome of any such dispute, shall be the sole
                  responsibility of the Company, and the Company shall not take
                  any action to seek reimbursement from Employee for such
                  expense."

9.       A new Section 17 is hereby added to the Severance Agreement to read in
 its entirety as follows:

                  "Section 409A of the Code. This Agreement is intended to
                  comply with section 409A of the Code and its corresponding
                  regulations, to the extent applicable. Notwithstanding
                  anything in this Agreement to the contrary, payments may only
                  be made under this Agreement upon an event and in a manner
                  permitted by section 409A of the Code, to the extent
                  applicable. All payments to be made upon Employee's
                  termination of employment under this Agreement may only be
                  made upon a `separation from service' as provided in section
                  409A of the Code. In no event may Employee, directly or
                  indirectly, designate the calendar year of payment. All
                  reimbursements and in-kind benefits provided under the
                  Agreement shall be made or provided in accordance with the
                  requirements of section 409A of the Code, including, where
                  applicable, the requirement that (i) any reimbursement shall
                  be for expenses incurred during Employee's lifetime (or during
                  a shorter period of time specified in this Agreement), (ii)
                  the amount of expenses eligible for reimbursement, or in-kind
                  benefits provided, during a calendar year may not affect the
                  expenses eligible for reimbursement, or in-kind benefits to be
                  provided, in any other calendar year, (iii) the reimbursement
                  of an eligible expense will be made on or before the last day
                  of the calendar year following the year in which the expense
                  is incurred, and (iv) the right to reimbursement or in-kind
                  benefits is not subject to liquidation or exchange for another
                  benefit."

10. In all respects not amended, the Severance Agreement is hereby ratified and
confirmed.

11.      This Amendment No. 1 shall be effective as of December 12, 2007.

         IN WITNESS WHEREOF, the Company and Employee agree to the terms of the
foregoing Amendment No. 1, effective as of the date set forth above.

                             RCM TECHNOLOGIES, INC.

                                  By:s//Lawrence Needleman
                                    --------------------------------
                                   Chairman of Compensation Committee


                                     s//Leon Kopyt
                                     -------------------------------
                                     Employee

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2I
<SEQUENCE>3
<FILENAME>terminationbenefitsagr.txt
<DESCRIPTION>AMENDMENT NO. 1 TO LEON KOPYT'S SECOND AMENDED AND RESTATED TERMINATION BENEFIT
<TEXT>
                                    AMENDMENT
                NO. 1 TO LEON KOPYT'S SECOND AMENDED AND RESTATED
                         TERMINATION BENEFITS AGREEMENT


         THIS AMENDMENT NO. 1 TO LEON KOPYT'S SECOND AMENDED AND RESTATED
TERMINATION BENEFITS AGREEMENT (the "Amendment") is entered into as of
December 12, 2007, by and between RCM Technologies, Inc. (the "Company") and
Leon Kopyt (the "Executive").

         WHEREAS the Company and the Executive have entered into a Second
Amended and Restated Termination Benefits Agreement dated as of March 18, 1997
(the "Termination Agreement");

         WHEREAS, in order to comply with the requirements of section 409A of
the Internal Revenue Code of 1986, as amended (the "Code"), the Company desires
to amend the Termination Agreement; and

         WHEREAS, Executive has agreed to the changes to the Termination
Agreement to comply with the requirements of section 409A of the Code.

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that the Termination Agreement is hereby amended as follows:

1. Subsection 5(a) of the Termination Agreement is hereby amended in its
entirety to read as follows:

                  "(a) The Company shall pay as a liquidated amount to Executive
                  within five (5) days of such termination, but subject to
                  subsection 5(g) below, a lump sum cash payment which is equal
                  to the remainder of any further salary and ascertainable bonus
                  payments that would have become due to Executive during the
                  remainder of the Extended Term; calculating the amount of such
                  salary based upon Executive's current gross salary (for
                  federal income tax purposes) and the ascertainable bonus based
                  upon the maximum bonus that Executive was eligible to receive
                  during the Company's most recently completed fiscal year;"

2. Subsection 5(c) of the Termination Agreement is hereby deleted in its
entirety and the remainder of Section 5 is renumbered accordingly.

3. Subsection 5(c) of the Termination Agreement, as renumbered (formerly
subsection 5(d)), is hereby amended in its entirety to read as follows:

                  "(c) For a period of three (3) years following Executive's
                  termination of employment, Executive shall receive and, where
                  applicable, his spouse and dependents shall receive health
                  insurance coverage that is equivalent to the coverage that
                  Executive would have been eligible to receive if Executive
                  continued in employment during such period; provided, that in
                  order to receive such continued coverage, Executive shall be
                  required to pay to the Company at the same time that premium
                  payments are due for the month an amount equal to the full
                  monthly premium payments required for such coverage and the
                  Company shall reimburse to Executive the amount of such
                  monthly premium, less the amount that Executive was required
                  to pay for such coverage immediately prior to the date of his
                  termination of employment (the `Health Payment'), no later
                  than five (5) days following the date the premium for the
                  month is paid by Executive. In addition, on each date on which
                  the Health Payments are made, subject to subsection 5(g)
                  below, the Company shall pay to Executive an additional amount
                  equal to the federal, state and local income and payroll taxes
                  that Executive incurs on each monthly Health Payment (the
                  `Health Gross-up Payment'). The Health Payment paid to
                  Executive during the period of time during which Executive
                  would be entitled to continuation coverage under the Company's
                  group health plan pursuant to section 4980B of the Code (or
                  any replacement or successor provision of the United States
                  tax law) if Executive elected such coverage and paid the
                  applicable premiums is intended to qualify for the exception
                  from deferred compensation as a health benefit provided in
                  accordance with the requirements of Treas. Reg.
                  ss.1.409A-1(b)(9)(v)(B). The Health Payment and the Health
                  Gross-up Payment shall be reimbursed to Executive in a manner
                  that complies with the requirements of Treas. Reg.
                  ss.1.409A-3(i)(1)(iv);"

4.            A new subsection 5(d), as renumbered, is hereby added to the
              Termination Agreement to read in its entirety as follows, and the
              remainder of Section 5 is renumbered accordingly:

                "(d) Within five (5) days following Executive's termination of
                employment, but subject to subsection 5(g) below, the Company
                shall pay Executive a lump sum cash payment equal to the
                aggregate value of continuing Executive's life and disability
                coverage, long term care insurance and automobile lease in
                effect immediately prior to Executive's termination of
                employment for the three (3)-year period following Executive's
                termination of employment as if Executive continued to be
                employed by the Company for such three (3)-year period. In
                addition, subject to subsection 5(g) below, the Company shall
                pay to Executive an additional amount equal to the federal,
                state and local income and payroll taxes that Executive incurs
                on the lump sum cash payment for the cost of continuing of all
                of the abovementioned benefits pursuant to this Section 5(d);"

5.            A new subsection 5(e), as renumbered, is hereby added to the
              Termination Agreement to read in its entirety as follows, and the
              remainder of Section 5 is renumbered accordingly:

                "(e) Within five (5) days following Executive's termination of
                employment, but subject to subsection 5(g) below, the Company
                shall pay Executive a lump sum cash payment equal to the
                aggregate value of continuing all Company benefits (other than
                those in subsections 5(c) and (d)) provided to Executive
                immediately prior to his termination of employment, including
                those provided in the Employment Agreement, for the three
                (3)-year period following Executive's termination of employment
                as if Executive continued to be employed by the Company for such
                three (3)-year period. In addition, subject to subsection 5(g)
                below, the Company shall pay to Executive an additional amount
                equal to the federal, state and local income and payroll taxes
                that Executive incurs on the lump sum cash payment for the cost
                of continuing all Company benefits pursuant to this Section
                5(e);"

6. Subsection 5(g) of the Termination Agreement, as renumbered (formerly
subsection 5(f)), is deleted in its entirety and replaced with the following:

                  "(g)(i) Notwithstanding any provision to the contrary in this
                  Agreement, if Executive is deemed at the time of his
                  termination of employment to be a "key employee" within the
                  meaning of that term under Code section 416(i) (as used for
                  purposes of defining a `specified employee' under section 409A
                  of the Code) and delayed payment of an amount that is payable
                  to or on behalf of Executive in connection with a termination
                  of employment is required in order to avoid a prohibited
                  distribution under section 409A(a)(2) of the Code, no such
                  amount shall be provided to or paid on behalf of Executive
                  prior to the earlier of (x) the expiration of the six
                  (6)-month period measured from the date of Executive's
                  `separation from service' (as such term is defined in Treasury
                  Regulations issued under Code section 409A) or (y) the date of
                  Executive's death; provided, however, that upon the expiration
                  of the applicable Code section 409A(a)(2) postponement period
                  referred to herein, all amounts delayed pursuant to this
                  subsection 5(g), with accrued interest as described below,
                  shall be paid in a lump sum payment to or on behalf of
                  Executive within five (5) days after the end of the
                  postponement period. The determination of who is a `key
                  employee', including the number and identity of persons
                  considered officers and the identification date, shall be made
                  by the Compensation Committee of the Board of Directors of the
                  Company or its delegate in accordance with the provisions of
                  section 409A of the Code and the regulations issued
                  thereunder.

                           (ii) If payment of any amounts under this Agreement
                  is required to be delayed pursuant to section 409A of the
                  Code, the Company shall pay interest on the postponed payments
                  from the date on which the amounts otherwise would have been
                  paid to the date on which such amounts are paid at an annual
                  rate equal to the prime rate listed in the Wall Street Journal
                  as of Executive's date of termination.

                           (iii) In the event that any severance payments
                  payable to Executive pursuant to subsections 5(a), (b), (c),
                  (d) and (e) are delayed because of this subsection 5(g), the
                  Company shall establish an irrevocable rabbi trust based on
                  the Internal Revenue Service's model rabbi trust as provided
                  in Revenue Procedure 92-64 and contribute to such rabbi trust
                  within five (5) days following the date of Executive's
                  termination of employment with the Company an amount
                  sufficient to cover the amounts payable to Executive which are
                  delayed pursuant to this subsection 5(g) because of section
                  409A of the Code, plus an additional amount to cover the
                  interest that is payable on such amounts, as calculated
                  pursuant to subsection 5(g)(ii) above."

7. A new Section 6 is hereby added to the Termination Agreement to read in its
entirety as follows, and the remaining Sections of the Termination Agreement are
renumbered accordingly:

                  "6. Certain Increases in Payment.

                           (a) Gross-up Payment. Anything in this Agreement to
                  the contrary notwithstanding, in the event that it shall be
                  determined that any payment or distribution by the Company to
                  or for the benefit of Executive, whether paid or payable or
                  distributed or distributable pursuant to the terms of this
                  Agreement or otherwise (a `Payment'), would constitute an
                  `excess parachute payment' within the meaning of section 280G
                  of the Code, Executive shall be paid an additional amount (the
                  `Gross-Up Payment') such that the net amount retained by
                  Executive after deduction of any excise tax imposed under
                  section 4999 of the Code, and any federal, state and local
                  income and employment tax and excise tax imposed upon the
                  Gross-Up Payment shall be equal to the Payment. For purposes
                  of determining the amount of the Gross-Up Payment, Executive
                  shall be deemed to pay federal income tax and employment taxes
                  at the highest marginal rate of federal income and employment
                  taxation in the calendar year in which the Gross-Up Payment is
                  to be made and state and local income taxes at the highest
                  marginal rate of taxation in the state and locality of
                  Executive's residence on the termination date, net of the
                  maximum reduction in federal income taxes that may be obtained
                  from the deduction of such state and local taxes.

                           (b) Determination. All determinations to be made
                  under this Section 6 shall be made by the Company's
                  independent public accountant immediately prior to the Change
                  in Control or another independent public accountant selected
                  by mutual agreement of the Company and Executive (the
                  `Accounting Firm'), which firm shall provide its
                  determinations and any supporting calculations both to the
                  Company and Executive within ten (10) days of the triggering
                  event. Any such determination by the Accounting Firm shall be
                  binding upon the Company and Executive. The Company shall pay
                  the Gross-Up Payment to Executive within ten (10) days after
                  the Accounting Firm's determination. All payments made
                  pursuant to this Section 6 shall be paid, in any event, in a
                  manner that is consistent with Treas. Reg.
                  ss.1.409A-(i)(1)(v).

                           (c) Fees and Expenses. All of the fees and expenses
                  of the Accounting Firm in performing the determinations
                  referred to in this Section 6 shall be borne solely by the
                  Company. The Company agrees to indemnify and hold harmless the
                  Accounting Firm of and from any and all claims, damages and
                  expenses resulting from or relating to its determinations
                  pursuant to this Section, except for claims, damages or
                  expenses resulting from the gross negligence or willful
                  misconduct of the Accounting Firm."

8. The second to last sentence in Section 9, as renumbered (formerly Section 8)
is hereby amended in its entirety to read as follows:

                  "The reasonable fees and expenses of counsel selected from
                  time to time by Executive as hereinabove provided shall be
                  paid in advance or reimbursed to Executive, by the Company
                  within five (5) days following presentation by Executive of a
                  statement or statements or customary retainer letter prepared
                  by such counsel in accordance with its customary practices,
                  but not later than December 31 of the calendar year following
                  the calendar year in which the fees or expenses are actually
                  incurred."

9.       A new Section 12 is hereby added to the Termination Agreement to read
 in its entirety as follows:

                  "This Agreement is intended to comply with section 409A of the
                  Code and its corresponding regulations, to the extent
                  applicable. Notwithstanding anything in this Agreement to the
                  contrary, payments may only be made under this Agreement upon
                  an event and in a manner permitted by section 409A of the
                  Code, to the extent applicable. All payments to be made upon
                  Executive's termination of employment under this Agreement may
                  only be made upon a `separation from service' as provided in
                  section 409A of the Code and the regulations promulgated
                  thereunder. In no event may Executive, directly or indirectly,
                  designate the calendar year of payment. All reimbursements and
                  in-kind benefits provided under the Agreement shall be made or
                  provided in accordance with the requirements of section 409A
                  of the Code, including, where applicable, the requirement that
                  (i) any reimbursement shall be for expenses incurred during
                  Executive's lifetime (or during a shorter period of time
                  specified in this Agreement), (ii) the amount of expenses
                  eligible for reimbursement, or in-kind benefits provided,
                  during a calendar year may not affect the expenses eligible
                  for reimbursement, or in-kind benefits to be provided, in any
                  other calendar year, (iii) the reimbursement of an eligible
                  expense will be made on or before the last day of the calendar
                  year following the year in which the expense is incurred, and
                  (iv) the right to reimbursement or in-kind benefits is not
                  subject to liquidation or exchange for another benefit."

10. In all respects not amended, the Termination Agreement is hereby ratified
and confirmed.

11.      This Amendment No. 1 shall be effective as of December 12, 2007.

         IN WITNESS WHEREOF, the Company and Executive agree to the terms of the
foregoing Amendment No. 1, effective as of the date set forth above.


                             RCM TECHNOLOGIES, INC.

                              By:s//Lawrence Needleman
                                 -------------------
                                 Chairman of Compensation Committee


                                 s//Leon Kopyt
                                 -------------
                                 Executive

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2I
<SEQUENCE>4
<FILENAME>employmentagr.txt
<DESCRIPTION>AMENDED AND RESTATED EMPLOYMENT AGREEMENT
<TEXT>
                                    AMENDMENT
                              NO. 1 TO LEON KOPYT'S
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 1 TO LEON KOPYT'S AMENDED AND RESTATED EMPLOYMENT
 AGREEMENT (the "Amendment") is entered into as of December 12, 2007, by
 and between RCM Technologies, Inc. ("Employer") and Leon Kopyt ("Employee").

         WHEREAS Employer and Employee previously entered into an Amended and
Restated Employment Agreement dated as of November 30, 1996 (the "Employment
Agreement");

         WHEREAS, in order to comply with the requirements of section 409A of
the Internal Revenue Code of 1986, as amended (the "Code"), Employer desires to
amend the Employment Agreement; and

         WHEREAS, Employee has agreed to the changes to the Employment Agreement
to comply with the requirements of section 409A of the Code.

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that the Employment Agreement is hereby amended as follows:

1. The second paragraph of Section 4(a) of the Employment Agreement is hereby
amended in its entirety to read as follows:

                  "In the event of Employee's death while employed by Employer,
                  Employer will pay Employee's named beneficiary, or if there be
                  none then living, to his estate, within thirty (30) days
                  following Employee's date of death a lump sum cash payment
                  which is equal to the base salary that Employee would have
                  received for the six (6)-month period following Employee's
                  date of death."

2. Subsection 4(d)(i) of the Employment Agreement is hereby amended in its
entirety to read as follows:

                  "(i) Employer shall pay as a liquidated amount to Employee
                  within five (5) days of such termination, but subject to
                  subsection 4(f) below, a lump sum cash payment equal to the
                  total of any further salary and bonus payments that would have
                  become due to Employee had he remained employed by Employer
                  for a period of three (3) years following the date of
                  termination; calculating the amount of such salary based upon
                  Employee's current gross salary (for federal income tax
                  purposes) and bonus based upon the maximum bonus that Employee
                  was eligible to receive during Employer's most recently
                  completed fiscal year;"

3. Subsection 4(d)(iii) of the Employment Agreement is hereby amended in its
entirety to read as follows:

                  "(iii) For a period of three (3) years following Employee's
                  termination of employment, Employee shall receive and, where
                  applicable, his spouse and dependents shall receive health
                  insurance coverage that is equivalent to the coverage that
                  Employee would have been eligible to receive if Employee
                  continued in employment during such period; provided, that in
                  order to receive such continued coverage, Employee shall be
                  required to pay to Employer at the same time that premium
                  payments are due for the month an amount equal to the full
                  monthly premium payments required for such coverage and
                  Employer shall reimburse to Employee the amount of such
                  monthly premium, less the amount that Employee was required to
                  pay for such coverage immediately prior to the date of his
                  termination of employment (the `Health Payment'), no later
                  than five (5) days following the date the premium for the
                  month is paid by Employee. In addition, on each date on which
                  the Health Payments are made, subject to subsection 4(f)
                  below, Employer shall pay to Employee an additional amount
                  equal to the federal, state and local income and payroll taxes
                  that Employee incurs on each monthly Health Payment (the
                  `Health Gross-up Payment'). The Health Payment paid to
                  Employee during the period of time during which Employee would
                  be entitled to continuation coverage under Employer's group
                  health plan pursuant to section 4980B of the Code (or any
                  replacement or successor provision of the United States tax
                  law) if Employee elected such coverage and paid the applicable
                  premiums is intended to qualify for the exception from
                  deferred compensation as a medical benefit provided in
                  accordance with the requirements of Treas. Reg.
                  ss.1.409A-1(b)(9)(v)(B). The Health Payment and the Health
                  Gross-up Payment shall be reimbursed to Employee in a manner
                  that complies with the requirements of Treas. Reg.
                  ss.1.409A-3(i)(1)(iv);"

4. A new subsection 4(d)(iv) is hereby added to the Employment Agreement to read
in its entirety as follows, and the remainder of Section 4 is renumbered
accordingly:

                "(iv) Within five (5) days following Employee's termination of
                employment, but subject to subsection 4(f) below, Employer shall
                pay Employee a lump sum cash payment equal to the aggregate
                value of continuing Employee's life and disability coverage,
                long term care insurance and automobile lease in effect
                immediately prior to Employee's termination of employment for
                the three (3)-year period following Employee's termination of
                employment as if Employee continued to be employed by Employer
                for such three (3)-year period. In addition, subject to
                subsection 4(f) below, Employer shall pay to Employee an
                additional amount equal to the federal, state and local income
                and payroll taxes that Employee incurs on the lump sum cash
                payment for the cost of continuing of all of the abovementioned
                benefits pursuant to this Section 4(d)(iv);"

5.            A new subsection 4(d)(v), as renumbered, is hereby added to the
              Employment Agreement to read in its entirety as follows, and the
              remainder of Section 4 is renumbered accordingly:

                "(v) Within five (5) days following Employee's termination of
                employment, but subject to subsection 4(f) below, Employer shall
                pay Employee a lump sum cash payment equal to the aggregate
                value of continuing all employee benefits (other than those in
                subsections (d)(iii) and (iv)) provided to Employee immediately
                prior to his termination of employment for the three (3)-year
                period following Employee's termination of employment as if
                Employee continued to be employed by Employer for such three
                (3)-year period. In addition, subject to subsection 4(f) below,
                Employer shall pay to Employee an additional amount equal to the
                federal, state and local income and payroll taxes that Employee
                incurs on the lump sum cash payment for the cost of continuing
                all employee benefits pursuant to this Section 4(d)(v);"

6. A new subsection 4(f) is hereby added to the Employment Agreement to read in
its entirety as follows:

                  "(f)(i) Notwithstanding any provision to the contrary in this
                  Agreement, if Employee is deemed at the time of his
                  termination of employment to be a `key employee' within the
                  meaning of that term under Code section 416(i) (as used for
                  purposes of defining a "specified employee" under section 409A
                  of the Code) and delayed payment of an amount that is payable
                  to or on behalf of Employee in connection with a termination
                  of employment is required in order to avoid a prohibited
                  distribution under section 409A(a)(2) of the Code, no such
                  amount shall be provided to or paid on behalf of Employee
                  prior to the earlier of (x) the expiration of the six
                  (6)-month period measured from the date of Employee's
                  `separation from service' (as such term is defined in Treasury
                  Regulations issued under Code section 409A) or (y) the date of
                  Employee's death; provided, however, that upon the expiration
                  of the applicable Code section 409A(a)(2) postponement period
                  referred to herein, all amounts delayed pursuant to this
                  subsection 4(f), with accrued interest as described below,
                  shall be paid in a lump sum payment to or on behalf of
                  Employee within five (5) days after the end of the
                  postponement period. The determination of who is a `key
                  employee', including the number and identity of persons
                  considered officers and the identification date, shall be made
                  by the Compensation Committee of the Board of Directors of
                  Employer or its delegate in accordance with the provisions of
                  section 409A of the Code and the regulations issued
                  thereunder.

                           (ii) If payment of any amounts under this Agreement
                  is required to be delayed pursuant to section 409A of the
                  Code, Employer shall pay interest on the postponed payments
                  from the date on which the amounts otherwise would have been
                  paid to the date on which such amounts are paid at an annual
                  rate equal to the prime rate listed in the Wall Street Journal
                  as of Employee's date of termination.

                           (iii) In the event that any payments payable to
                  Employee pursuant to subsections 4(d)(i), (iii), (iv) and (v)
                  are delayed because of this subsection 4(f), Employer shall
                  establish an irrevocable rabbi trust based on the Internal
                  Revenue Service's model rabbi trust as provided in Revenue
                  Procedure 92-64 and contribute to such rabbi trust within five
                  (5) days following the date of Employee's termination of
                  employment with Employer an amount sufficient to cover the
                  amounts payable to Employee which are delayed pursuant to this
                  subsection 4(f) because of section 409A of the Code, plus an
                  additional amount to cover the interest that is payable on
                  such amounts, as calculated pursuant to subsection 4(f)(ii)
                  above."

7. A new Section 8 is hereby added to the Employment Agreement to read in its
entirety as follows, and the remaining Sections of the Employment Agreement are
renumbered accordingly:

                  "8. Certain Increases in Payment.

                           (a) Gross-up Payment. Anything in this Agreement to
                  the contrary notwithstanding, in the event that it shall be
                  determined that any payment or distribution by Employer to or
                  for the benefit of Employee, whether paid or payable or
                  distributed or distributable pursuant to the terms of this
                  Agreement or otherwise (a `Payment'), would constitute an
                  `excess parachute payment' within the meaning of section 280G
                  of the Code, Employee shall be paid an additional amount (the
                  `Gross-Up Payment') such that the net amount retained by
                  Employee after deduction of any excise tax imposed under
                  section 4999 of the Code, and any federal, state and local
                  income and employment tax and excise tax imposed upon the
                  Gross-Up Payment shall be equal to the Payment. For purposes
                  of determining the amount of the Gross-Up Payment, Employee
                  shall be deemed to pay federal income tax and employment taxes
                  at the highest marginal rate of federal income and employment
                  taxation in the calendar year in which the Gross-Up Payment is
                  to be made and state and local income taxes at the highest
                  marginal rate of taxation in the state and locality of
                  Employee's residence on the termination date, net of the
                  maximum reduction in federal income taxes that may be obtained
                  from the deduction of such state and local taxes.

                           (b) Determination. All determinations to be made
                  under this Section 8 shall be made by Employer's independent
                  public accountant or another independent public accountant
                  selected by mutual agreement of Employer and Employee (the
                  `Accounting Firm'), which firm shall provide its
                  determinations and any supporting calculations both to
                  Employer and Employee within ten (10) days of the triggering
                  event. Any such determination by the Accounting Firm shall be
                  binding upon Employer and Employee. Employer shall pay the
                  Gross-Up Payment to Employee within ten (10) days after the
                  Accounting Firm's determination. All payments made pursuant to
                  this Section 8 shall be paid, in any event, in a manner that
                  is consistent with Treas. Reg. ss.1.409A-(i)(1)(v).

                           (c) Fees and Expenses. All of the fees and expenses
                  of the Accounting Firm in performing the determinations
                  referred to in this Section 8 shall be borne solely by
                  Employer. Employer agrees to indemnify and hold harmless the
                  Accounting Firm of and from any and all claims, damages and
                  expenses resulting from or relating to its determinations
                  pursuant to this Section, except for claims, damages or
                  expenses resulting from the gross negligence or willful
                  misconduct of the Accounting Firm."

8. A new Section 15 is hereby added to the Employment Agreement to read in its
entirety as follows, and the remaining Sections of the Employment Agreement are
renumbered accordingly:

                  "LEGAL FEES:

                  15. Except as provided in Section 13 of this Agreement, it is
                  the intent of Employer that Employee not be required to incur
                  the expenses associated with the enforcement of any rights
                  under this Agreement by litigation or other legal action,
                  because the cost and expense of such legal action would
                  substantially detract from the benefits untended to be
                  extended to Employee hereunder. Accordingly if Employee is
                  required to take any legal action to enforce his rights under
                  this Agreement, Employer irrevocably authorizes Employee to
                  retain counsel of Employee's choice, at the expense of
                  Employer as provided in this Section 15, to represent Employee
                  in connection with the initiation or defense of any litigation
                  or other legal action, whether such legal action is by or
                  against Employer or any director, officer, shareholder, or
                  other person affiliated with Employer, in any jurisdiction.
                  Notwithstanding any existing or prior attorney-client
                  relationship between Employer and such counsel, Employer
                  irrevocably consents to Employee entering into an
                  attorney-client relationship with such counsel, and in that
                  connection Employer and Employee agree that a confidential
                  relationship shall exist between Employee and such counsel.
                  The reasonable fees and expenses of counsel selected from time
                  to time by Employee as hereinabove provided shall be paid in
                  advance or reimbursed to Employee, by Employer within five (5)
                  days following presentation by Employee of a statement or
                  statements or customary retainer letter prepared by such
                  counsel in accordance with its customary practices, but not
                  later than December 31 of the calendar year following the
                  calendar year in which the fees or expenses are actually
                  incurred. Except as provided in Section 13 of this Agreement,
                  any legal fees incurred by Employer by reason of any dispute
                  between the parties as to enforceability of or the terms
                  contained in this Agreement, notwithstanding the outcome of
                  any such dispute, shall be the sole responsibility of
                  Employer, and Employer shall not take any action to seek
                  reimbursement from Employee for such expense."

9.       A new Section 19 is hereby added to the Employment Agreement to read
         in its entirety as follows:

                  "19. SECTION 409A OF THE CODE:

                  This Agreement is intended to comply with section 409A of the
                  Code and its corresponding regulations, to the extent
                  applicable. Notwithstanding anything in this Agreement to the
                  contrary, payments may only be made under this Agreement upon
                  an event and in a manner permitted by section 409A of the
                  Code, to the extent applicable. All payments to be made upon
                  Employee's termination of employment under this Agreement may
                  only be made upon a `separation from service' as provided in
                  section 409A of the Code. In no event may Employee, directly
                  or indirectly, designate the calendar year of payment. All
                  reimbursements and in-kind benefits provided under the
                  Agreement shall be made or provided in accordance with the
                  requirements of section 409A of the Code, including, where
                  applicable, the requirement that (i) any reimbursement shall
                  be for expenses incurred during Employee's lifetime (or during
                  a shorter period of time specified in this Agreement), (ii)
                  the amount of expenses eligible for reimbursement, or in-kind
                  benefits provided, during a calendar year may not affect the
                  expenses eligible for reimbursement, or in-kind benefits to be
                  provided, in any other calendar year, (iii) the reimbursement
                  of an eligible expense will be made on or before the last day
                  of the calendar year following the year in which the expense
                  is incurred, and (iv) the right to reimbursement or in-kind
                  benefits is not subject to liquidation or exchange for another
                  benefit."

10. In all respects not amended, the Employment Agreement is hereby ratified and
confirmed.

11.      This Amendment No. 1 shall be effective as of December 12, 2007.

         IN WITNESS WHEREOF, Employer and Employee agree to the terms of the
foregoing Amendment No. 1, effective as of the date set forth above.

                                     RCM TECHNOLOGIES, INC.

                                     By: s//Lawrence Needleman
                                     -----------------------------------
                                     Chairman of Compensation Committee


                                         s//Leon Kopyt
                                     ----------------------------------
                                     Employee

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
