EXHIBIT 10.1 

FOURTH AMENDMENT
TO 

EMPLOYMENT AGREEMENT 

     This Fourth
Amendment (the “Amendment”) is made as of this 1st day of March, 2012, between CalAmp
Corp. (the “Company”) and Richard Gold (“Executive”). 

RECITALS: 

    
A. The Company and Executive are parties to that certain Employment
Agreement dated as of March 4, 2008 and amended most recently as of May 27, 2011
(the “Employment Agreement”) pursuant to which Executive is employed by the Company.


    
B. The Company and Executive desire to amend the terms of the Employment
Agreement as set forth herein. 

    
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows,
in each case, effective as of March 1, 2012: 

	      
    	1.	      
    	Sections 1(d), 1(e) and 1(f) are hereby deleted in their
      entirety.
		 
	 	2.	 	The first sentence of Section 2(a) is hereby deleted in
      its entirety and replaced with the following:
		 
				“Executive shall receive for services to be rendered
      hereunder a salary at the rate of Twelve Thousand Five Hundred Dollars
      ($12,500) per month payable at least as frequently as monthly and subject
      to payroll deductions as may be necessary or customary in respect of the
      Company’s salaried employees (the “Base
      Salary”).”
		 
	 	3.	 	Section 4 is hereby modified by the addition of the
      following as the 2nd sentence of such section:
		 
			 	“To the extent that the vesting dates of Executive’s
      stock awards are not otherwise accelerated pursuant to the provisions of
      Section 6(d)(iii) herein, Executive’s stock awards granted in 2009 and
      2010 that were originally scheduled to vest on various dates after
      calendar year 2012 are hereby modified to change the vesting date to July
      31, 2012.”
		 
	 	4.	 	The last two sentences of Section 6(d)(i) are hereby
      deleted in their entirety and replaced with the following
    sentence:
		 
	 		 	“In such event, the Company shall pay the accrued
      portion of any salary and vacation earned, less standard withholdings for
      tax and social security purposes.”
		 








	       	5.	      
      	Section 6(d)(ii) is hereby
      deleted in its entirety and replaced with the following:
		 
	 		 	“(ii) Notwithstanding any of the
      provisions of this Agreement, and unless this agreement is terminated
      earlier pursuant to any other provisions of this Section 6, Executive’s
      Termination Date will be July 31, 2012, in which case such termination
      will be deemed to constitute termination without Cause.”
		 
	 	6.	 	The first sentence of Section
      6(e) is hereby deleted in its entirety and replaced with the
      following:
		 
				“If, within the 12-month period
      following a Change of Control (as defined below), the Company terminates
      Executive's employment for other than Cause or disability or Executive
      terminates his employment for Good Reason (as defined below), then (i)
      Executive's then unvested equity awards granted under the Company's stock
      incentive plans after the Executive became an employee of the Company
      shall become fully vested and (ii) the Company shall pay Executive: (A)
      severance in an amount equal to 12 months of his Base Salary, less
      standard withholdings for tax and social security purposes, payable over
      such 12 month term in monthly pro rata payments commencing as of the
      Termination Date; and (B) the accrued portion of any vacation earned, less
      standard withholdings for tax and social security purposes.”
	 			
	 	7.	 	Section 6(h) is hereby deleted in
      its entirety.


     IN WITNESS
WHEREOF, the parties above have executed this Amendment as of the day and year
first written above. 

	     	EXECUTIVE:	     	COMPANY:
	 	
	 	/s/ Richard
      Gold		/s/ Frank Perna
		Richard Gold	 	By:	Frank Perna
				Title:    	Chairman of the Board,
				CalAmp
Corp.