On July 8, 2009, the Compensation Committee (the "Committee") of the Board of Directors of RCM Technologies, Inc. (the "Company") granted non-qualified stock options to certain of the Company's officers, employees and non-employee directors. The number of shares of the Company's common stock, $0.05 par value per share (the "Common Stock") issuable upon exercise of these options is set forth opposite the name of each grantee in the following table:

   Name of Grantee              Position           Number of Shares Underlying Option
Leon Kopyt            President and CEO                          75,000
Kevin D. Miller       CFO, Treasurer and Secretary               50,000
Rocco Campanelli      Executive Vice President                   25,000
Bill Gargano          Group Senior Vice President                25,000
Michael Saks          Senior Vice President                      15,000
Norman S. Berson      Non-Employee Director                      10,000
Robert B. Kerr        Non-Employee Director                      10,000
Lawrence Needleman    Non-Employee Director                      10,000

All of the option grants were made under the Company's 2007 Omnibus Equity Compensation Plan except for the grant to Mr. Needleman, which was made utilizing shares remaining available for grant under the Company's 2000 Employee Stock Incentive Plan. The option grants were made pursuant to the option grant agreements attached as exhibits hereto and incorporated by reference in this Item 5.02, and have the following terms and conditions, as well as such other terms and conditions as are set forth in the option grant agreements.

All of the options have a per share exercise price of $1.73, the closing price of the Common Stock as reported on the NASDAQ Global Market on July 7, 2009, the date on which the options were granted. The options have a ten-year term.

The options granted to Messrs. Kopyt and Miller become exercisable on the first anniversary of the date of grant, assuming that the grantee has been continuously employed by the Company between the date of grant and such first anniversary, and provided that vesting may be accelerated in the event of a Change of Control, as defined in the grant agreement. The options granted to Messrs. Campanelli, Gargano and Saks become exercisable on the third anniversary of the date of grant, assuming that the grantee has been continuously employed by the Company between the date of grant and such third anniversary, and provided that vesting may be accelerated, so that the option would become exercisable as to 50% of the shares subject thereto, based upon the determination of the Committee on each of the first two anniversaries of the date of grant as to the achievement by the grantee of certain goals described in the grant agreements. The options granted to Messrs. Berson, Kerr and Needleman become exercisable in equal installments on the first two anniversaries of the date of grant.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(d) Exhibits.

Exhibit Number
99.1           Option Grant Agreement, dated July 8, 2009, to Leon Kopyt.
99.2           Option Grant Agreement, dated July 8, 2009, to Kevin D.
               Miller.
99.3           Option Grant Agreement, dated July 8, 2009, to Rocco
               Campanelli.
99.4           Option Grant Agreement, dated July 8, 2009, to Bill Gargano.
99.5           Option Grant Agreement, dated July 8, 2009, to Michael Saks.
99.6           Option Grant Agreement, dated July 8, 2009, to Norman S.
               Berson.
99.7           Option Grant Agreement, dated July 8, 2009, to Robert B.
               Kerr.
99.8           Option Grant Agreement, dated July 8, 2009, to Lawrence
               Needleman.