RCM TECHNOLOGIES, INC.

*Section 4. *Grants

(a) General. Grants under the Plan may consist of Options, SARs, Stock Units, Stock Awards, Dividend Equivalents and Other Stock-Based Awards. All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with the Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in the Grant Letter or an amendment to the Grant Letter. Grants under a particular Section of the Plan need not be uniform as among the Participants. All Grants shall be made conditional upon the Participant’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determinations of the Committee shall be final and binding on the Participant, the Participant’s beneficiaries, and any other person having or claiming an interest under such Grant.

(b) Minimum Vesting. Options, SARs, Stock Units, Stock Awards, or Other Stock-Based Awards granted under the Plan shall include regular vesting schedules that provide that no portion of such Grant shall vest earlier than one year from the Date of Grant. However, (i) for purposes of Grants granted to Non-Employee Directors, such Grants shall be deemed to satisfy this minimum vesting requirement if such Grants are granted on the date of the Company’s annual meeting of stockholders and vest on the date of the Company’s annual meeting of stockholders immediately following the Date of Grant (but not less than fifty (50) weeks following the Date of Grant), and (ii) subject to adjustments made in accordance with Section 5(d) below, up to five percent (5%) of the shares of Stock authorized under the Plan as set forth in Section 5(a) as of the Effective Date may be granted with respect to such Grants without regard to this minimum vesting requirement.

(c) Dividends and Dividend Equivalents. Notwithstanding anything to the contrary herein, any dividends or Dividend Equivalents granted in connection with any Grant under the Plan shall vest and be paid only if and to the extent the underlying Grant vests and is paid.