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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended January 2, 2009.

OR

® Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from to .

Commission File Number 0-18655

EXPONENT, INC.
(Exact n am e of re gistran t as spe cifie d in its ch arte r)

Delaware 77-0218904
(State or oth e r jurisdiction of (I.R.S . Em ploye r
incorporation or organ iz ation) Ide n tification No.)

149 Commonwealth Drive, Menlo Park, California 94025

(Addre ss of prin cipal e xe cu tive office s, inclu ding z ip code )

Registrant’s telephone number, including area code: (650) 326-9400

Securities registered pursuant to Section 12(b) of the Act:

Title of Each C lass Nam e of Each Exch an ge on W h ich Re giste re d

Common Stock, $0.001 par value per share The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ® No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes ® No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes x No ®

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. ®

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ® Accelerated filer x Non-accelerated filer ® Smaller reporting company ®
(Do not check if a smaller
reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ® No x

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant based on the closing sales price of the
Common Stock as reported on the NASDAQ National Market on June 27, 2008, the last business day of the registrant’s most recently
completed second quarter, was $385,723,423. Shares of the registrant’s common stock held by each executive officer and director and by each
entity or person that, to the registrant’s knowledge, owned 10% or more of registrant’s outstanding common stock as of June 27, 2008 have
been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

The number of shares of the issuer’s Common Stock outstanding as of February 20, 2009 was 13,700,114.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement for the Registrant’s 2009 Annual Meeting of Stockholders to be held on May 28, 2009,
are incorporated by reference into Part III of this Form 10-K.
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Table of Contents

EXPONENT, INC.
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED JANUARY 2, 2009
TABLE OF CONTENTS

Page
PART I
Item 1. Business 3
Item 1A. Risk Factors 13
Item 1B. Unresolved Staff Comments 14
Item 2. Properties 14
Item 3. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 14
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 15
Item 6. Selected Consolidated Financial Data 17
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 25
Item 8. Financial Statements and Supplementary Data 25
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 25
Item 9A. Controls and Procedures 26
Item 9B. Other Information 26
PART III
Item 10. Directors, Executive Officers of the Registrant and Corporate Governance 26
Item 11. Executive Compensation 26
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 26
Item 13. Certain Relationships and Related Transactions, and Director Independence 26
Item 14. Principal Accounting Fees and Services 26
PART IV
Item 15. Exhibits, Financial Statement Schedules 27
Signatures 53
Exhibit Index 55

FORWARD-LOOKING STATEMENTS forward-looking statements. The words “anticipate,” “believe,”

This Annual Report on Form 10-K contains, and incorporates by
reference, certain “forward-looking” statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995, and
the rules promulgated pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended) that
are based on the beliefs of the Company’s management, as well as
assumptions made by, and information currently available to, the
Company’s management. Such forward-looking statements are
subject to the safe harbor created by the Private Securities Litigation
Reform Act of 1995. When used in this document and in the
documents incorporated herein by reference, statements other than
statements of current or historical fact are
“estimate,” “expect” and similar expressions, as they relate to the
Company or its management, identify certain of such forward-
looking statements. Such statements reflect the current views of the
Company or its management with respect to future events and are
subject to certain risks, uncertainties and assumptions. Should one
or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, the Company’s actual
results, performance, or achievements could differ materially from
those expressed in, or implied by, any such forward-looking
statements. Factors that could cause or contribute to such material
differences include the possibility that the demand for our services
may decline as a result of changes in general and industry

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specific economic conditions, the timing of engagements for our
services, the effects of competitive services and pricing, tort reform
and liabilities resulting from claims made against us. Additional risks
and uncertainties are discussed in this Report under the heading
“Risk Factors” and elsewhere. The inclusion of such forward-
looking information should not be regarded as a representation by
the Company or any other person that the future events, plans, or
expectations contemplated by the Company will be achieved. The
Company undertakes no obligation to update or revise any such
forward-looking statements.
PART I
Pricing and Terms of Engagements
We generally provide our services on either a fixed-price basis or on
a “time and material” basis, charging hourly rates for each staff
member involved in a project, based on his or her skills and
experience. Our standard rates for professionals range from $95 to
$800 per hour. Our engagement agreements typically provide for
monthly billing, require payment of our invoices within 30 days of
receipt and permit clients to terminate engagements at any time.
Clients normally agree to indemnify us and our personnel against
liabilities arising out of the use or application of the results of our
work or recommendations.

Item 1. Business SERVICES

GENERAL Exponent provides high quality engineering and scientific
The history of Exponent, Inc. goes back to 1967, with the founding consulting services to clients around the world. Our service
of the partnership Failure Analysis Associates, which was offerings are provided on a project-by-project basis. Many projects
incorporated the following year in California and reincorporated in require support from multiple practices. We currently operate 21
Delaware as Failure Analysis Associates, Inc. in 1988. The Failure practices and centers, including:
Group, Inc. was organized in 1989 as a holding company for Failure • Biomechanics
Analysis Associates, Inc. and changed its name to Exponent, Inc. in
• Buildings & Structures
1998. Exponent, Inc. (together with its subsidiaries, “Exponent” or
the “Company”), is a science and engineering consulting firm that • Civil Engineering
provides solutions to complex problems. Our multidisciplinary team • Construction Consulting
of scientists, physicians, engineers, business and regulatory • Ecological & Biological Sciences
consultants brings together more than 90 different technical
• Electrical & Semiconductors
disciplines to solve complicated issues facing industry and
government today. Our professional staff can perform in-depth • Engineering Management Consulting
scientific research and analysis, or very rapid-response evaluations • Environmental & Earth Sciences
to provide our clients with the critical information they need. • Health Sciences
• Center for Chemical Registration and Food Safety
CLIENTS
• Center for Epidemiology, Biostatistics and Computational
General Biology
Exponent serves clients in automotive, aviation, chemical, • Center for Exposure Assessment and Dose Reconstruction
construction, consumer products, energy, government, health,
• Center for Public Health and Industrial Hygiene
insurance, manufacturing, technology and other sectors of the
economy. Many of our engagements are initiated directly by large • Center for Toxicology and Mechanistic Biology
corporations or by lawyers or insurance companies, whose clients • Human Factors
anticipate, or are engaged in, litigation related to their products, • Industrial Structures
equipment, processes or service. Our services in failure prevention
• Mechanical Engineering & Materials Science
and technology evaluation have grown as the technological
complexity of products has increased over the years. • Statistical & Data Sciences
• Technology Development
• Thermal Sciences
• Vehicle Analysis
• Visual Communications

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Biomechanics
Exponent’s biomechanics staff use engineering and biomedical
science to explore the cause, nature, and severity of injuries as well
as to address the interaction between the body and the physical
environment. Staff consultants use medical records, testing,
computer modeling, and extensive knowledge of human injury
tolerance to determine whether an injury or claimed injury is
consistent with a specific set of actions, an allegation of product
defect, or exposure to a specific accident environment.
In 2008, Exponent assisted an implant manufacturer in the evaluation
of various state-of-the-art hip implant designs. These bone
conserving implants were designed to provide an alternative
treatment option to conventional total hip replacements in younger,
more active patients. As part of this work, we developed
computational (finite element) models of the femur to examine the
biomechanical effects of implant length and the fit-and-fill of the
devices. Exponent helped to establish the short term stability and
load transfer capabilities of the implants. From this study, we
determined that the use of certain bone conserving designs may be
feasible from a biomechanical perspective.
Buildings & Structures
The basic function of a building is to provide structurally sound,
durable and environmentally controlled space to house and protect
occupants and contents. If this basic function is not achieved, it is
often because some aspect(s) of the building design or construction
failed to perform the intended function. Exponent’s architects,
engineers, and scientists have a broad range of expertise with such
failures, and we provide clients with in-depth investigations of
problems with building systems and components, including finding
the best options for repairing the problem and mitigating the risk of
future failures.
During the past year, in addition to performing structural
assessments of a variety of residential, commercial and industrial
buildings, our engineers responded to the devastation of Hurricanes
Ike and Gustav. Our evaluations included property inspections and
engineering analysis of more than 150 buildings to assess the nature
and extent of storm damage and develop repair recommendations. In
addition to failure investigations, the Buildings and Structures
practice has been performing engineering risk assessments for
private owners and government entities to help them decide how
best to prepare for catastrophic hazards such as hurricanes,
earthquakes or terrorist attacks.
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Civil Engineering
Exponent’s Civil Engineering practice provides broad expertise that
includes geotechnical engineering, geological engineering,
engineering geology, and geology to address a host of geo-failures,
including landslides, foundation and retaining wall failures, dam and
levee failures as well as earthwork construction claims. Our Water
Resources staff specialize in the application of proven hydrologic,
hydraulic, hydrodynamic, and sediment transport research and
science to provide scientifically sound and cost-effective solutions
to our clients.
In 2008, we continued to analyze the effects of natural disasters and
broadened our services to the energy sector. We have analyzed a
host of large and small landslides in Southern California.
Noteworthy landslide investigations have included the La Conchita
landslide and the La Jolla landslide. We have also expanded our
services for the energy sector by evaluating the cause of foundation
failures of a large ethanol production facility and providing analysis
services for design of new nuclear reactors. Our hydrologists
continue to address key issues in floodplain management such as
delineation of flood hazards, and the identification of possible
measures to mitigate potential impacts
Construction Consulting
Exponent’s Construction Consulting practice provides risk
management, project oversight, and dispute resolution services to
help our clients manage the complexities inherent to large
construction projects around the world. Our multi-disciplinary staff,
which includes engineers, architects, scientists, cost accountants,
and technical specialists, provide these services to both the public
and private sectors. From a risk management perspective,
Exponent’s construction professionals help anticipate problems and
avoid pitfalls in cost, scheduling, and scope by improving the
project control framework, conducting four-dimensional and
probabilistic scheduling analyses, and performing comprehensive
constructability reviews. The project oversight services team
supports the project from the design and contract review phase,
through project planning and procurement, and throughout the
course of construction to project completion. Exponent’s dispute
resolution services professionals assist clients in quantifying
schedule delay or acceleration impacts, with cost and damages
analysis, or in determining entitlement through claim resolution and
project closeout.
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In 2008, Exponent’s Construction Consulting practice continued its
efforts to expand in risk management and project oversight service
areas, relying on its unique blend of construction and engineering
professionals to help clients cut costs, increase efficiencies, and
steer clear of potential project crises. Exponent’s construction
consultants integrate into their work advanced construction
scheduling techniques, including probabilistic and four-dimensional
analysis, and conducted constructability reviews to help clients
mitigate risk around ambitious projects in an uncertain economic
environment. In addition, Exponent advises clients on the
construction process by providing project monitoring expertise and
implementing appropriate project controls that helped ensure timely
execution and delivery of client goals within budget forecasts.
Ecological & Biological Sciences
Exponent’s ecological scientists provide strategic support to clients
on issues related to Natural Resources Damages (NRD), clean-up of
hazardous waste sites, restoration of wetlands and other natural
resources, large development projects, resource utilization (mineral
mining, oil and gas, and wood pulp), and the use of chemicals and
other products in commerce. The practice specializes on assessing
the fate and effects of chemical, biological, and physical stressors
on aquatic and terrestrial ecosystems. The practice is comprised of
nationally-recognized experts that cover all disciplines related to the
ecological implications and risks associated with these projects.
During 2008, Exponent continued to provide expertise on NRD and
remained one of the leading companies in the nation in this technical
area. In addition, the Ecological and Biological Sciences practice,
together with other practices, initiated several new efforts. These
included a focus on the potential impacts of climate change on
natural resources and on businesses and communities. This multi-
disciplinary initiative draws upon the expertise within several
Exponent practices. Another multi-disciplinary initiative involves
work for the utility industry on assessing the environmental and
economic risks associated with aging infrastructure. The practice
also introduced a new service related to Ecological Assets, a
methodology that enables businesses with large land holdings to
quantify the incremental benefits and value of those properties with
respect to their ecological attributes. These “hidden values” can be
used in credit systems such as wetland banks, carbon credits,
offsets for resource damages, and valued ecological services.
5
Electrical & Semiconductors
Exponent continues to be a highly sought-after resource for
understanding current and potential risks involving electrical and
electronic components. Exponent’s team of electrical engineers
performs a wide array of investigations ranging from electric power
systems to semiconductor devices. We operate laboratories for
testing both heavy equipment and light electronic equipment.
Computers and specialized software are used to analyze electric
power systems, circuits, and other equipment configurations.
In 2008, our engineers continued to expand the scope of their
intellectual property support services. This past year, the practice
worked on multiple high profile complex patent and trade secret
litigation cases in the district court system and the United States
International Trade Commission. Services provided by our
engineers included software source code review, electrical testing,
over a million pages of technical document review, validity and
infringement analysis, calculation of economic damages, and patent
portfolio due-diligence analysis.
Engineering Management Consulting
In late 2008, Exponent launched a new practice in Engineering
Management Consulting. This practice provides multi-disciplinary
expertise and rapid response to assist clients with technical and
management consulting services, often in extremely short time
frames. Our consultants provide services in the areas of asset
strategy and planning, project management, engineering,
construction, maintenance, operations, environmental and risk
analysis. Staff have evaluated strategic options of generation assets
and performed organizational assessments, root cause analyses and
independent design reviews. Our consultants help organizations
identify, map and improve their core business processes. We
perform risk analysis ranging from compliance to total business-
based approaches and address a number of issues critical to the
operation of a client’s facility.
Exponent has been engaged by a large electric and gas utility to
develop a well defined, effective and efficient Quality Management
System for several of its essential maintenance activities. This effort
includes the development of: a policy document clearly stating
management’s expectations with respect to the quality of the work
performed and the controls necessary to insure in-process quality;
detailed process maps outlining both the key maintenance activities
and the organizational responsibility for each; associated work
procedures; and the identification and analysis of key in-process
metrics that allow management to determine what is working and
what is not working.
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Environmental and Earth Sciences
Exponent’s environmental scientists and engineers provide proven,
cost-effective, scientifically defensible and realistic assessments
and solutions to complex environmental issues. We offer technical,
regulatory and litigation support to industries that include mining
and minerals, petrochemicals, forest products, shipbuilding,
railroads, aerospace, and defense and trade associations. Our
consultants also address hydrological issues related to new
housing and office complex developments around the country.
In 2008 our ecologists and resource economists expanded the
services we provide companies and government agencies by
assisting with strategic support on implementing strategies for
identifying, accounting for, and sustaining ecological assets. We
also provided engineering and environmental support related to
financial transactions, including project finance, corporate finance,
mergers and acquisitions, and structured finance. An area of
particular opportunity for the firm has been in Latin America where
we provided technical due-diligence on a refinery acquisition in
Argentina and environmental and social due diligence services for
companies in Columbia, Panama and the Dominican Republic.
Health Sciences
Center for Chemical Registration & Food Safety
Our Center for Chemical Registration and Food Safety includes
experienced staff of both technical and regulatory specialists who
are experienced in dealing with foods, and with pesticide and non-
pesticide products including conventional chemicals, biochemicals,
microbials, biocides, products of biotechnology, and industrial
chemicals. We provide practical, creative, scientific and regulatory
support to assist global businesses at every stage of the product
cycle, from research & development to retail and beyond.
Highlights for 2008 include growth and expansion in current
business sectors, as well as expansion into new areas. The United
States pesticide service area continued to expand in 2008 with
growth in product development and new United States product
registration, due diligence, and data compensation areas, as well as
the inert ingredients tolerance re-assessment and new approvals
work. The European Union team
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continued their pesticides and biocides expansion with involvement
in the listing of 5 active substances; services provided included full
dossier preparation, strategic and risk assessment. The United
States foods related business was highlighted by food contact
notifications, generally recognized as safe submissions, nutritional
assessments, and an array of contamination (microbiological,
chemical, and physical) cases. The growth of the foods business led
to the initiation of a foods offering group in the European Union.
Center for Epidemiology, Biostatistics & Computational Biology
Exponent health scientists apply epidemiologic methods to examine
and solve complex health issues in a variety of settings. Through
the principles of epidemiology, we analyze the interaction of host,
agent, and environment to reach conclusions about the causes and
occurrence of disease in human populations.
Our scientists have successfully conducted numerous cancer
cluster investigations, literature reviews, meta-analyses, and
epidemiologic studies of various designs related to cancer concerns
or allegations. These studies often involve collaboration with
toxicology, exposure assessment, computer science, and medical
personnel in other areas of the firm. Our epidemiologists’ expertise
includes such diverse exposures as TCE, benzene, asbestos,
radiation, chemotherapeutic agents, butadiene, ethylene oxide,
dioxins, beryllium, chromium, radio frequency, electromagnetic
fields, vinyl chloride, and others. Some of the cancers that we have
studied are brain cancer, leukemia, non-Hodgkins lymphoma, breast
cancer, lung cancer, mesothelioma, testicular cancer, and pancreatic
cancer.
Center for Exposure Assessment & Dose Reconstruction
Exposure assessment is the science of estimating human exposure
to chemical, physical, and biological agents, accounting for the
frequency, magnitude, and duration of the exposure
events. Exposure estimates can be compared to toxicity benchmarks
or guidelines to assess potential risks to human health, and are used
for many purposes, including in epidemiology, risk assessment, and
regulatory compliance.
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In 2008, Exponent’s health professionals were retained to address
emerging issues associated with benzene exposure from historical
solvent uses, including publishing the results of an experiment on
benzene exposures to solvent parts washers. Also, Exponent was
heavily involved in current issues associated with lead exposure
from items potentially used by children.
Center for Public Health & Industrial Hygiene
This center is composed of scientists, engineers, physicians, and
industrial hygienists, with specialized training in the anticipation,
recognition, evaluation, risk assessment, and control of human
health hazards. Our professional staff conducts workplace,
community, environmental as well as occupational quantitative
exposure measurements and human risk assessments. We also
provide medical evaluations for clinical case findings. In 2008, this
center worked on a number of national and international public
health and industrial hygiene projects. Our projects ranged from site
and plant surveys and sample collection, to major food and
pharmaceutical recalls to technical support on large product liability
lawsuits.
In 2008, we developed, implemented, and have ongoing oversight
projects for workforce bio-monitoring programs for a major United
States heavy equipment manufacturer and helped multiple
companies evaluate the safety of their products, both in their
production and customer utilization. We also assisted in the
development of an emergency response plan for business and
employees that also addresses community emergency response
issues. Working for one of the largest property owners in the United
States, we conducted 74 separate site inspections and risk
assessments. In 2008, we also provided consultation to global
companies addressing ongoing travel health issues in response to
outbreaks of norovirus and outbreaks of Legionella.
Center for Toxicology & Mechanistic Biology
Exponent’s expertise in toxicology and related disciplines provides
critical insight for resolving important toxicity and risk issues related
to a wide variety of chemicals. We evaluate mechanisms by which a
substance or mixture may affect biological systems, determine
potential health effects at realistic human and environmental
exposure levels, and technically support strategies to mitigate risks.
Exponent has developed new capabilities in neurotoxicology and
developmental and reproductive toxicology to meet increasing legal
and regulatory focus on effects of chemicals and pharmaceuticals
on children’s health and endocrine disruption. There have also been
significant additions to the center in pharmaceutical and pesticide
scientific capabilities.
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Human Factors
Exponent’s Human Factors staff evaluates human performance and
safety in product and system use. Our consultants study how the
limitations and capabilities of people, including memory, perception,
reaction time, judgment, physical size and dexterity affect the way
they use a product, interact with an organization or environment,
process information or participate in an activity.
As part of our work, we reviewed labeling of over-the-counter (OTC)
medications and consumer compliance with warnings on OTC
labels. Some of the issues examined included label format, length,
user comprehension, and the impact of including information about
rare adverse events. We also examined physician compliance with
information provided with prescription medications. In one project,
work was done to examine factors influencing physician response to
warnings against the co-prescription of specific drugs. Human
factors analyses of the usability by consumers of different types of
drug delivery systems were also an area of study.
Industrial Structures
Our Industrial Structures practice, based in Düsseldorf, Germany,
specializes in design and assessment of industrial concrete
structures subject to extreme conditions. Exponent’s Düsseldorf
office has provided design reviews and assessments on more than
800 structures around the world, and our staff has participated in the
creation of several engineering standards.
Mechanical Engineering & Materials Science
As the largest technical practice at Exponent, our mechanical
engineers and materials scientists have both an academic and “real-
world” understanding of their field, including failure analysis,
materials characterization, reliability and hazard evaluation, design
assessment and materials life prediction. We routinely work with
manufacturers to assess risks to their products during their design
and manufacturing phases of product development and recommend
measures that could be taken to reduce those risks. For example, we
frequently work with manufacturers to help them analyze allegations
of defective design by the federal regulatory agencies such as the
Consumer Product Safety Commission and the Food and Drug
Administration.
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In addition to the above services, Exponent’s scientists and
engineers are increasingly providing services in the area of patent
litigation. As mechanical devices become increasingly complex, the
technical staff members at Exponent are increasingly being asked to
help interpret the language of the patent from a scientific and
engineering perspective and provide valuable insight regarding the
proper technical interpretation of the patent claims. For example, in
2008 the Mechanical Engineering and Materials Science practice
was involved with a patent infringement case that was tried in the
International Trade Commission (ITC) regarding certain components
of refrigerators related to the ice making and delivery system. In this
instance, Exponent was retained by the United States patent holder
to review whether the ice making and delivery systems from a
foreign manufacturer utilized the technologies described in the
patent claim language. Exponent reviewed more than a dozen
exemplar models from both the United States and the foreign
manufacturers and performed a detailed part-by-part comparison of
each of the units with the claim language. Exponent then provided
several reports and trial testimony before the ITC judge regarding
whether the products from the foreign manufacturer as well as those
from the United States manufacturer are utilizing the technologies as
described in the patent.
Statistical & Data Sciences
All living humans continually bear a certain degree of risk of injury
or death. Exponent’s Statistical & Data Sciences (formerly Data &
Risk Analysis) practice specializes in determining whether a
particular activity or product poses an unreasonable risk. Risk
estimation involves establishing a reference period and then
collecting information about the number of injuries (or other adverse
events) suffered and the amount of exposure during this period. The
practice also provides statistical consulting services at all stages of
the product life cycle to assist companies in addressing
development, manufacturing, regulatory and safety issues.
Since early 2008, Exponent statisticians have assisted a medical
device manufacturer in developing its product for market. Exponent
will manage and analyze the data generated from several clinical
trials, some currently in progress, in accordance with Food and Drug
Administration (FDA) guidelines. In addition, we have developed a
customized clinical study design and analysis plan to meet the
needs of the client, since existing industry standards for measuring
device performance were not directly applicable. As part of the
submission package to the FDA, we will report the results of the
statistical data analysis and provide the client with technical and
regulatory support as needed.
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Technology Development
Drawing on our multidisciplinary engineering, testing and failure
analysis and prevention expertise, our Technology Development
practice specializes in harnessing commercial technologies to
develop effective military equipment and systems. In 2008, we
continued to support the United States Army’s efforts in
Afghanistan and Iraq. In the field, our engineers are assisting the
Army’s Rapid Equipping Force to develop technical solutions to
combat issues. We continue to supply the United States Army with
Rapid Deployment Integrated Surveillance System to improve
situational awareness for soldiers at joint security stations and
combat outposts throughout Iraq. We have also been working with
the United States Army to develop innovative application modules
and personal area network technologies capable of supporting
Future Warrior Technology Integration efforts.
Thermal Sciences
Exponent has investigated and analyzed thousands of fires and
explosions ranging from high loss disasters at manufacturing
facilities to small insurance claims. Information gained from these
analyses has helped us assist clients in assessing preventative
measures related to the design of their products. We also provide
engineering analysis and pro-active risk support to a variety of
industries.
For an operator of a natural gas storage field, Exponent used gas
chemical composition and isotope data to investigate the migration
of natural gas from an underground storage formation. Recently,
pressure monitoring wells around the storage formation (storage
field) indicated that a fault was leaking gas. Property owners
adjacent to the field began producing gas that was claimed to be
native gas and not the escaping storage gas. Exponent designed
and supervised a field sampling and analysis program to collect
samples from gas injection/withdrawal wells within the storage field
and from gas observation wells surrounding the field. Through gas
chemical composition and isotope analysis, Exponent was able to
determine that the surrounding property owners are extracting
storage gas, and assisted the storage field operator in filing a
petition to expand the site boundaries to contain the escaped gas.
Vehicle Analysis
Our Vehicle Analysis practice provides design analysis, vehicle
crash testing, component testing and accident reconstruction
services to clients developing new automotive products, facing
unexpected performance issues, or seeking information on how an
accident occurred. At our 147-acre Test and
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Engineering Center in Phoenix, Arizona, we develop unique test Visual Communications

protocols and conduct proprietary tests developed by our The Visual Communications practice combines art and science to
consulting staff. Our clients include manufacturers of passenger help clients create compelling, fact-based visual displays that
vehicles, heavy trucks, and vehicle components as well as communicate complex subject matter, conveying important
government entities, vehicle fleet operators, tire retailers, and information to audiences unfamiliar with the matters at hand.
insurers. Specific components include animation, graphics, multimedia, video
In 2008, we continued to expand our breadth of services throughout and photography.
all areas of the ground transportation industry – from bicycles to In 2008, the Visual Communication practice invested in and began
heavy trucks. We have focused increased attention on diversifying offering High Definition Video (HDV) services to our clients. This
our services to a wide range of clients from product and component new capability was embraced and used extensively to support a four
manufacturers to end users. We have teamed with the Technology month documentation and demonstration of the capabilities of an
Development Practice on several significant projects to create new off-road vehicle for a Fortune 500 manufacturer. The Visual
and improved equipment to enhance the safety of United States Communication practice is committed to investing in and providing
Armed Forces. This work is continuing to provide new Exponent’s clients with the latest visual tools to communicate the
opportunities in the defense industry and homeland security. The issues at hand.
Vehicle Analysis practice continued to fund on-going research into
motor vehicle safety, utilizing its test facilities to conduct
instrumented vehicle rollovers allowing measurement of the injury
potential of occupants in relationship to roof deformation. The
results of this research have been published as well as submitted to
the National Highway Traffic Safety Administration Docket in
support of its on-going study of occupant protection in rollover
accidents and anticipated updates to the Federal Motor Vehicle
Safety Standard 216 regarding Roof Crush Resistance. We have
expanded the application of our indoor testing facilities by
developing new methodologies for testing motorcycles that were
featured in a fall 2008 episode of History Channel’s “Modern
Marvels” series.

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COMPETITION
The marketplace for our services is fragmented and we face different
sources of competition in providing various services. In addition,
the services that we provide to some of our clients can be performed
in-house by those clients. However, because of independence
concerns, clients that have the capability to perform such services
themselves often retain Exponent or other independent consultants.
In each of the foregoing practices, we believe that the principal
competitive factors are: technical capability and breadth of services,
ability to deliver services on a timely basis, professional reputation
and knowledge of the litigation and regulatory processes. Although
we believe that we generally compete favorably in each of these
areas, some of our competitors may be able to provide services
acceptable to our clients at lower prices.
We believe that the barriers to entry in particular areas of
engineering expertise are low and that for many of our technical
disciplines, competition is increasing. In response to competitive
forces in the marketplace, we continue to explore new markets for
our various technical disciplines.
10
EMPLOYEES
As of January 2, 2009, we employed 937 full-time and part-time
employees, including 643 engineering and scientific staff, 98
technical support staff and 196 administrative and support staff. Our
staff includes 550 employees with advanced degrees, of which 342
employees have achieved the level of Ph.D. or M.D.
ADDITIONAL INFORMATION
The address of our internet website is www.exponent.com. We make
available, free of charge through our website, access to our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other periodic SEC reports, along with
amendments to all of those reports, as soon as reasonably
practicable after we file the reports with the SEC. The content of our
internet website is not incorporated into and is not part of this
Annual Report on Form 10-K.
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EXECUTIVE OFFICERS
The executive officers of Exponent and their ages as of February 24, 2009 are as follows:

Nam e Age Position

Michael R. Gaulke 63 Chief Executive Officer and Chairman of the
Board of Directors
Paul R. Johnston, Ph.D. 55 President and Chief Operating Officer
Elizabeth L. Anderson, Ph.D. 68 Group Vice President
Paul D. Boehm, Ph.D. 60 Group Vice President
Robert D. Caligiuri, Ph.D. 57 Group Vice President
Robert C. Lange 61 Group Vice President
Subbaiah V. Malladi, Ph.D. 62 Chief Technical Officer
John E. Moalli, Sc.D. 44 Group Vice President
John D. Osteraas, Ph.D. 54 Group Vice President
Richard L. Schlenker, Jr. 43 Chief Financial Officer and Corporate Secretary

Executive officers of Exponent are appointed by the Board of
Directors and serve at the discretion of the Board or until the
appointment of their successors. There is no family relationship
between any of the directors and officers of the Company.
Michael R. Gaulke joined the Company in September 1992, as
Executive Vice President and Chief Financial Officer. He was named
President in March 1993 and he was appointed as a member of the
Board of Directors of the Company in January 1994. He assumed his
current role of Chief Executive Officer in June 1996, and was
appointed Chairman of the Board of Directors in May 2007. From
November 1988 to September 1992, Mr. Gaulke served as Executive
Vice President and Chief Financial Officer at Raynet Corporation, a
subsidiary of Raychem Corporation. Prior to joining Raynet,
Mr. Gaulke was Executive Vice President and Chief Financial Officer
of Spectra Physics, Inc., where he was employed from 1979 to 1988.
From 1972 to 1979, Mr. Gaulke served as a consultant with
McKinsey & Company. Mr. Gaulke is a member of the Board of
Directors of Cymer, Inc. and serves on the Board of Trustees of the
Palo Alto Medical Foundation. Mr. Gaulke received an M.B.A.
(1972) in Marketing and Operations from the
Stanford University Graduate School of Business and a B.S.
(1968) in Electrical Engineering from Oregon State University.
Paul R. Johnston, Ph.D., joined the Company in 1981, was promoted
to Principal Engineer in 1987, and to Vice President in 1996. In 1997,
he assumed responsibility for the firm’s network of offices. In July
2003, he was appointed Chief Operating Officer and added
responsibility for the Health and Environmental Groups. In 2006, he
assumed line responsibility for all of the firm’s consulting groups.
Dr. Johnston was named President in May 2007. He received his
Ph.D. (1981) in Civil Engineering and M.S. (1977) in Structural
Engineering from Stanford University. He received his B.A.I.
(1976) in Civil Engineering with First Class Honors from Trinity
College, University of Dublin, Ireland where he was elected a
Foundation Scholar in 1975. Dr. Johnston is a Registered
Professional Civil Engineer in the State of California and a Chartered
Engineer in Ireland.
Elizabeth L. Anderson, Ph.D., joined the Company in June 2006 as a
Group Vice President. Prior to joining Exponent, Dr. Anderson was
President and CEO of Sciences International, a health and

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environmental consulting firm. Dr. Anderson received her Ph.D.
(1970) in Organic Chemistry from The American University, M.S.
(1964) in Organic Chemistry from the University of Virginia and B.S.
(1962) in Chemistry from the College of William and Mary.
Dr. Anderson is a Fellow of the Academy of Toxicological Sciences,
founder and past-President of the Society for Risk Analysis and
Editor-in-Chief of the journal, Risk Analysis: An International
Journal.
Paul D. Boehm, Ph.D., joined the Company in April 2004 as a Group
Vice President. Prior to joining the Company, Dr. Boehm was Vice
President and Market Manager, Oil and Gas Sector, at Battelle
Memorial Institute from 2001 to 2004. From 1999 to 2001, Dr. Boehm
was Vice President and Managing Director, Environmental Health
and Safety Consulting at Arthur D. Little, Inc. Dr. Boehm received
his Ph.D. (1977) and M.S. (1973) in Oceanography from the
University of Rhode Island and B.S. (1970) in Chemical Engineering
from the University of Rochester. Dr. Boehm has published more
than 100 articles in peer-reviewed journals and authored numerous
reports on environmental forensics and impact assessments.
Dr. Boehm has been chosen to serve on several National Research
Council panels.
Robert D. Caligiuri, Ph.D., joined the Company in 1987. He was
promoted to Principal Engineer in 1990 and Group Vice President in
1999. Dr. Caligiuri received his Ph.D. (1977) and M.S. (1974) in
Materials Science and Engineering from Stanford University and
B.S. (1973) in Mechanical Engineering from the University of
California, Davis. Prior to joining the Company he was a Program
Manager and Materials Scientist for SRI International. He is a
Registered Professional Metallurgical Engineer in the State of
California, a Licensed Professional Engineer in the State of Utah and
is a Fellow of the American Society for Materials.
Robert C. Lange worked for the Company from 1982 to 1994. During
this period, he was promoted to Principal Engineer and Vice
President in 1985. Mr. Lange rejoined Exponent in November 2008 as
Group Vice President and Principal Engineer. From 1994 to 2008,
Mr. Lange was Executive-In-Charge, Engineering Director, and
Executive Director Vehicle Structure and Safety Integration at
General Motors Corporation. Mr. Lange received his M.S. (1975) and
B.S. (1969) in Mechanical Engineering from the University of
Michigan. Mr. Lange is a past Director of the National Safety
Council. Mr. Lange is a member of the Transportation Research
Board
12
Advisory Committee for Congressional Report on the Strategic
Highway Research Plan, SHRP-2 and a past member of the Board of
Directors of the National Safety Council. He was Chair of the
Society of Automotive Engineers’ Motor Vehicle Systems Board
from 2004 to 2008.
Subbaiah V. Malladi, Ph.D., joined the Company in 1982 as a Senior
Engineer, becoming a Senior Vice President in January 1988 and a
Corporate Vice President in September 1993. In October 1998,
Dr. Malladi was appointed Chief Technical Officer of the Company.
Dr. Malladi also served as a Director of the Company from March
1991 through September 1993. He was re-appointed as a Director in
April 1996 and served on the Board until May 2005. He received a
Ph.D. (1980) in Mechanical Engineering from the California Institute
of Technology, M.Tech (1972) in Mechanical Engineering from the
Indian Institute of Technology, B.E. (1970) in Mechanical
Engineering from SRI Venkateswara University, India and B.S.
(1966) in Physics, Chemistry and Mathematics from Osmania
University, India. Dr. Malladi is a Registered Professional
Mechanical Engineer in the State of California.
John E. Moalli, Sc.D., joined the Company in 1992. He was
promoted to Principal in 1997, served as an Office and Practice
Director and became Group Vice President in 2002. Dr. Moalli
received his Sc.D. (1992) in Polymers from the Massachusetts
Institute of Technology and B.S. (1987) in Civil Engineering from
Northeastern University. Dr. Moalli is a nationally recognized expert
in polymetric materials and is a member of the faculty at Stanford
University.
John D. Osteraas, Ph.D., worked for the Company from 1982 to 1985
as a Senior Engineer. He rejoined the Company in 1990 as a
Managing Engineer. He was promoted to Principal Engineer in 1992
and Group Vice President in 2006. Dr. Osteraas received his Ph.D.
(1990) in Civil Engineering and M.S. (1977) in Civil Engineering:
Structural Engineering from Stanford University and B.S. (1976) in
Civil and Environmental Engineering from the University of
Wisconsin. Dr. Osteraas is a Registered Professional Engineer in
nine states and is a Fellow of the American Society of Civil
Engineers.
Richard L. Schlenker, Jr. joined the Company in 1990.
Mr. Schlenker is the Chief Financial Officer and Corporate Secretary
of the Company. He was appointed Chief Financial Officer in July
1999 and was appointed Secretary of the Company in November
1997. Mr. Schlenker was the Director of Human Resources from 1998
until his appointment as
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CFO. He was the Manager of Corporate Development from 1996
until 1998. From 1993 to 1996, Mr. Schlenker was a Business
Manager, where he managed the business activities for multiple
consulting practices within the Company. Prior to 1993, he held
several different positions in finance and accounting within the
Company. Mr. Schlenker holds a B.S. in Finance from the University
of Southern California.
Item 1A. Risk Factors
Exponent operates in a rapidly changing environment that involves
a number of uncertainties, some of which are beyond our control.
These uncertainties include, but are not limited to, those mentioned
elsewhere in this report and the following:
Lack of sizable backlog may lead to less predictable, and perhaps
lower, future revenues.
Revenues are primarily derived from services provided in response
to client requests or events that occur without notice, and
engagements, generally billed as services are performed, are
terminable or subject to postponement or delay at any time by
clients. As a result, backlog at any particular time is small in relation
to our quarterly or annual revenues and is not a reliable indicator of
revenues for any future periods. Revenues and operating margins
for any particular quarter are generally affected by staffing mix,
resource requirements and timing and size of engagements.
Failure to attract and retain key employees may adversely affect
our business.
Exponent’s business involves the delivery of professional services
and is labor-intensive. Our success depends in large part upon our
ability to attract, retain and motivate highly qualified technical and
managerial personnel. Qualified personnel are in great demand and
are likely to remain a limited resource for the foreseeable future. We
cannot provide any assurance that we can continue to attract
sufficient numbers of highly qualified technical and managerial
personnel and to retain existing employees. The loss of key
managerial employees or any significant number of employees could
have a material adverse impact on our business, including our ability
to secure and complete engagements.
13
Competition could reduce our pricing and adversely affect our
business.
The markets for our services are highly competitive. In addition,
there are relatively low barriers to entry into our markets and we
have faced, and expect to continue to face, additional competition
from new entrants into our markets. Competitive pressure could
reduce the market acceptance of our services and result in price
reductions that could have a material adverse effect on our
business, financial condition or results of operations.
The loss of a large client could adversely affect our business.
We currently derive and believe that we will continue to derive a
significant portion of our revenues from clients, organizations and
insurers related to the transportation industry and the government
sector. For the fiscal year ended January 2, 2009, transportation
industry related engagements accounted for approximately 14% of
our revenues and government sector related engagements
accounted for approximately 15% of our revenues. The loss of any
large client, organization or insurer related to the transportation
industry or the government sector could have a material adverse
effect on our business, financial condition or results of operations.
Our business can be adversely affected by downturns in the overall
economy.
The markets that we serve are cyclical and subject to general
economic conditions. The direction and relative strength of the
global economy has recently been increasingly uncertain. If the
economy in the United States, where we primarily operate, were to
experience a prolonged slowdown, demand for our services could be
reduced considerably and our clients may consolidate or go out of
business.
We hold substantial investments that could present liquidity risks.
Our cash equivalent and investment portfolio as of January 2, 2009
consisted primarily of obligations of state and local government
agencies. We follow an established investment policy to monitor,
manage and limit our exposure to interest rate and credit risk. The
policy sets forth credit quality standards and limits our exposure to
any one issuer, as well as our maximum exposure to various asset
classes.
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As a result of current adverse financial market conditions,
investments in some financial instruments may pose risks arising
from liquidity and credit concerns. As of January 2, 2009, we had no
impairment charge associated with our investment portfolio relating
to such adverse financial market conditions. Although we believe
our current investment portfolio has a low risk of impairment, we
cannot predict future market conditions or market liquidity and can
provide no assurance that our investment portfolio will remain
unimpaired.
Our business is dependent on our professional reputation.
The professional reputation of Exponent and its consultants is
critical to our ability to successfully compete for new client
engagements and attract or retain professionals. Any factors that
damage our professional reputation could have a material adverse
effect on our business.
Our business can be adversely impacted by deregulation or reduced
regulatory enforcement.
Public concern over health, safety and preservation of the
environment has resulted in the enactment of a broad range of
environmental and/or other laws and regulations by local, state and
federal lawmakers and agencies. These laws and the implementing of
new regulations affect nearly every industry, as well as the agencies
of federal, state and local governments charged with their
enforcement. To the extent changes in such laws, regulations and
enforcement or other factors significantly reduce the exposures of
manufacturers, owners, service providers and others to liability, the
demand for our services may be significantly reduced.
Tort reform can reduce demand for our services.
Several of our practices have a significant concentration in litigation
support consulting services. To the extent tort reform reduces the
exposure of manufacturers, owners, service providers and others to
liability, the demand for our litigation support consulting services
may be significantly reduced.
Our quarterly results may vary.
Variations in our revenues and operating results occur from time to
time, as a result of a number of factors, such as the significance of
client
14
engagements commenced and completed during a quarter, the
timing of engagements, the number of working days in a quarter,
employee hiring and utilization rates, and integration of companies
acquired. Because a high percentage of our expenses, particularly
personnel and facilities related expenses, are relatively fixed in
advance of any particular quarter, a variation in the timing of the
initiation or the completion of our client assignments can cause
significant variations in operating results from quarter to quarter.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our Silicon Valley office facilities consist of a 153,738 square foot
building, with office and laboratory space located on a 6.3-acre tract
of land we own in Menlo Park, California and an adjacent 27,000
square feet of leased warehouse storage space.
Our Test and Engineering Center (TEC) occupies 147 acres in
Phoenix, Arizona. We lease this land from the state of Arizona under
a 30-year lease agreement that expires in January 2028 and have
options to renew for two fifteen-year periods. We constructed an
indoor test facility as well as an engineering and test preparation
building at the TEC.
In addition, we lease office, warehouse and laboratory space in 21
other locations in 13 states and the District of Columbia, as well as
in Germany, China, Switzerland and the United Kingdom. Leases for
these offices, warehouse and laboratory facilities have terms
generally ranging between one and ten years. Aggregate lease
expense in fiscal 2008 for all leased properties was $5,110,000.
Item 3. Legal Proceedings
Exponent is not engaged in any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
fourth quarter of fiscal 2008.
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PART II As of February 20, 2009, there were 425 holders of record of our
Item 5. Market for Registrant’s Common Equity, Related common stock. Because many of the shares of our common stock
Stockholder Matters and Issuer Purchases of Equity Securities are held by brokers and other institutions on behalf of stockholders,
we believe that there are considerably more beneficial holders of our
Exponent’s common stock is traded on the NASDAQ Global Select common stock than record holders.
Market, which up until July 1, 2006 was the NASDAQ National
Market, under the symbol “EXPO”. The following table sets forth We have never paid cash dividends on our common stock. See
for the fiscal periods indicated the high and low sales prices for our Item 7 of Part II “Management’s Discussion and Analysis of
common stock. Financial Condition and Results of Operations – Liquidity and
Capital Resources.”
S tock price s by qu arte r High Low
Fiscal Year Ended December 28, 2007:
First Quarter $20.03 $17.24
Second Quarter $23.47 $19.61
Third Quarter $26.79 $20.22
Fourth Quarter $30.81 $24.43
Fiscal Year Ended January 2, 2009:
First Quarter $35.26 $26.25
Second Quarter $38.80 $30.63
Third Quarter $34.99 $27.51
Fourth Quarter $33.98 $23.01

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The following table provides information on the Company’s share repurchases (of Company common stock) for the quarter ended January 2,
2009 (in thousands, except price per share):

Total Num be r of Approxim ate Dollar

Total Num be r S h are s Purchase d as Value of S h are s Th at
of S h are s Ave rage Price Part of Pu blicly May Ye t Be Purchase d
Purchase d Paid Pe r S h are An n ou n ce d Program s Un de r the Program (1)
September 27 to October 24 438 $ 27.79 438 $ 10,790
October 25 to November 21 38 $ 24.44 38 $ 9,863
November 22 to January 2 — — — $ 9,863
Total 476 $ 27.52 476
(1)
In May 2007, the Company’s Board of Directors approved up to $35 million for repurchases of the Company’s common stock. On May 29,
2008, the Company’s Board of Directors authorized an additional $35 million for stock repurchases. On February 19, 2009, the Company’s
Board of Directors authorized an additional $25.1 million for stock repurchases. These plans have no expiration date.

COMPANY STOCK PRICE PERFORMANCE GRAPH

The graph compares the Company’s cumulative total stockholder return calculated on a dividend-reinvested basis from 2003 through 2008
with those of the Standard & Poor’s (“S&P”) 500 Index and the S&P SmallCap 600 Index. The Company does not have a comparable peer
group and thus has selected the S&P Small Cap 600 Index. The graph assumes that $100 was invested on the last day of 2003. Note that the
historic stock price performance is not necessarily indicative of future stock price performance.

LOGO

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Item 6. Selected Consolidated Financial Data

The following selected consolidated financial data are derived from our consolidated financial statements. This data should be read in
conjunction with the consolidated financial statements and notes thereto, and with Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations.

Fiscal Ye ar
(In thou san ds, e xce pt pe r sh are data) 2008 2007 2006 2005 2004
Consolidated Statements of Income Data:
Revenues before reimbursements $206,194 $183,139 $156,742 $142,861 $138,718
Revenues $228,838 $205,148 $168,496 $155,196 $151,509
Operating income $ 36,722 $ 29,944 $ 20,189 $ 20,380 $ 19,324
Net income $ 23,160 $ 20,341 $ 14,194 $ 14,186 $ 12,040
Net income per share:
Basic $ 1.57 $ 1.36 $ 0.89 $ 0.88 $ 0.78
Diluted $ 1.47 $ 1.25 $ 0.83 $ 0.81 $ 0.71
Consolidated Balance Sheet Data:
Cash and cash equivalents $ 32,598 $ 10,700 $ 5,238 $ 13,216 $ 4,680
Short-term investments $ 24,772 $ 53,034 $ 52,844 $ 55,682 $ 55,366
Working capital $ 82,073 $ 88,794 $ 81,280 $ 93,755 $ 78,972
Total assets $183,090 $182,391 $161,216 $164,241 $144,132
Long-term liabilities $ 6,761 $ 6,509 $ 6,185 $ 4,631 $ 2,571
Total stockholders’ equity $128,094 $131,919 $124,305 $133,200 $117,022

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Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Overview
Exponent, Inc. is a science and engineering consulting firm that
provides solutions to complex problems. Our multidisciplinary team
of scientists, physicians, engineers, business and regulatory
consultants brings together more than 90 different technical
disciplines to solve complicated issues facing industry and
government today. Our services include analysis of products,
people, property, processes and finances related to litigation,
product recall, regulatory compliance, research, development and
design.
CRITICAL ACCOUNTING ESTIMATES
In preparing our consolidated financial statements, we make
assumptions, judgments and estimates that can have a significant
impact on our revenue, operating income and net income, as well as
on the value of certain assets and liabilities on our consolidated
balance sheet. We base our assumptions, judgments and estimates
on historical experience and various other factors that we believe to
be reasonable under the circumstances. Actual results could differ
materially from these estimates under different assumptions or
conditions. On a regular basis we evaluate our assumptions,
judgments and estimates and make changes accordingly. We
believe that the assumptions, judgments and estimates involved in
the accounting for revenue recognition and estimating the
allowance for doubtful accounts have the greatest potential impact
on our consolidated financial statements, so we consider these to be
our critical accounting policies. We discuss below the assumptions,
judgments and estimates associated with these policies. Historically,
our assumptions, judgments and estimates relative to our critical
accounting policies have not differed materially from actual results.
For further information on our critical accounting policies, see
Note 1 of our Notes to Consolidated Financial Statements.
Revenue recognition. We derive our revenues primarily from
professional fees earned on consulting engagements, product sales
in our technology development practice, fees earned for the use of
our equipment and facilities, as well as reimbursements for outside
direct expenses associated with the services that are billed to our
clients.
18
Substantially all of our engagements are performed under time and
material or fixed-price billing arrangements. On time and material and
fixed-price projects, revenue is generally recognized as the services
are performed. For substantially all of our fixed-price engagements
we recognize revenue based on the relationship of incurred labor
hours at standard rates to our estimate of the total labor hours at
standard rates we expect to incur over the term of the contract. Our
estimate of total labor hours we expect to incur over the term of the
contract is based on the nature of the project and our past
experience on similar projects. We believe this methodology
achieves a reliable measure of the revenue from the consulting
services we provide to our customers under fixed-price contracts.
Significant management judgments and estimates must be made and
used in connection with the revenues recognized in any accounting
period. These judgments and estimates include an assessment of
collectibility and, for fixed-price engagements, an estimate as to the
total effort required to complete the project. If we made different
judgments or utilized different estimates, the amount and timing of
our revenue for any period could be materially different.
All contracts are subject to review by management, which requires a
positive assessment of the collectibility of contract amounts. If,
during the course of the contract, we determine that collection of
revenue is not reasonably assured, we do not recognize the revenue
until its collection becomes reasonably assured, which in those
situations would generally be upon receipt of cash. We assess
collectibility based on a number of factors, including past
transaction history with the client, as well as the credit-worthiness
of the client. Losses on fixed-price contracts are recognized during
the period in which the loss first becomes evident. Contract losses
are determined to be the amount by which the estimated total costs
of the contract exceeds the total fixed price of the contract.
Estimating the allowance for doubtful accounts. We must make
estimates of our ability to collect accounts receivable and our
unbilled work-in-process. In circumstances where we are aware of a
specific customer’s inability to meet its financial obligations to us,
we record a specific allowance to reduce the net recognized
receivable to the amount we reasonably believe will be collected. For
all other customers we recognize allowances for doubtful accounts
based upon historical bad debts, customer concentration, customer
credit-worthiness, current economic conditions, aging of amounts
due and changes in customer payment terms. As of January 2, 2009,
our accounts receivable balance was $62.2 million, net of an
allowance for doubtful accounts of $2.4 million.
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The following table sets forth, for the periods indicated, the percentage of revenues of certain items in our consolidated statements of income
and the percentage increase (decrease) in the dollar amount of such items year to year:

PERC ENTAGE O F REVENUES PERIO D TO

FO R FIS C AL YEARS PERIO D C HANGE
2008 2007 2006 2008 vs. 2007 2007 vs. 2006
Revenues 100.0% 100.0% 100.0% 11.5% 21.8%
Operating expenses:
Compensation and related expenses 58.3 58.2 62.8 11.7 12.9
Other operating expenses 9.9 10.6 11.8 4.4 8.9
Reimbursable expenses 9.9 10.7 7.0 2.9 87.2
General and administrative expenses 5.9 5.9 6.4 11.2 11.4
84.0 85.4 88.0 9.7 18.1
Operating income 16.0 14.6 12.0 22.6 48.3
Other income, net 0.8 1.8 2.0 (51.9) 8.6
Income before income taxes 16.8 16.4 14.0 14.5 42.6
Provision for income taxes 6.7 6.5 5.6 15.4 41.6
Net income 10.1% 9.9% 8.4% 13.9% 43.3%

OVERVIEW OF THE YEAR ENDED JANUARY 2, 2009
Our revenues consist of professional fees earned on consulting
engagements, product sales in our technology development
practice, fees for use of our equipment and facilities, as well as
reimbursements for outside direct expenses associated with the
services performed that are billed to our clients.
We operate on a 52-53 week fiscal year with each year ending on the
Friday closest to December 31st. The fiscal year ended January 2,
2009 included 53 weeks of activity. The fiscal years ended
December 28, 2007 and December 29, 2006 included 52 weeks of
activity.
During fiscal 2008, we had an 11.5% increase in revenues as
compared to fiscal 2007. This growth was driven by a broad set of
practices including mechanical engineering & materials science,
technology development, biomechanics, electrical &
semiconductors and our center for chemical registration & food
safety. Our mechanical engineering & materials science practice
continued to expand our portfolio of projects in the energy sector
and product design consulting work for consumer electronics
companies. Our technology development practice had a strong year
as we continued to support the United States Army’s efforts in
Afghanistan and Iraq. In our center for chemical registration & food
safety, we continued to assist clients with the registration,
evaluation and authorization of chemicals regulation that was
implemented in the European Union.
Our revenue growth was driven primarily by an increase in billable
hours, higher billing rates and an increase in product sales in our
technology development practice. Total billable hours increased
7.6% to 888,000 during fiscal 2008 as compared to 825,000 during
fiscal 2007. The increase in billable hours was due to an increase in
technical full-time equivalent employees and fiscal 2008 having one
additional week of activity than fiscal 2007. Total billable hours
during the 53rd week of fiscal 2008 were 7,791, which contributed
approximately $1.8 million to the increase in revenue. Utilization
decreased to 67% for fiscal 2008 as compared to 68% for fiscal 2007.
Technical full-time equivalent employees increased by 7.3% to 624
during fiscal 2008 as compared to 581 during fiscal 2007. This
increase in technical full time equivalent employees was due to our
continued recruiting and retention efforts. Product sales in our

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technology development practice increased 18% to $14.1 million for Utilization for this segment decreased to 65% for fiscal 2008 as
fiscal 2008 as compared to $11.9 million for fiscal 2007. This increase compared to 67% for fiscal 2007. Technical full-time equivalent
in product sales was primarily due to an increase in sales of employees for this segment increased by 8.1% to 161 during fiscal
surveillance systems to the United States Army. 2008 as compared to 149 during fiscal 2007.

The increase in billable hours, product sales and the management of Revenues are primarily derived from services provided in response
our operating expenses, allowed us to leverage this revenue growth to client requests or events that occur without notice and
to improve operating income by 22.6% and net income by 13.9%. engagements are generally terminable or subject to postponement or
delay at any time by our clients. As a result, backlog at any
FISCAL YEARS ENDED JANUARY 2, 2009, AND DECEMBER 28, particular time is small in relation to our quarterly or annual revenues
2007 and is not a reliable indicator of revenues for any future periods.
Revenues
Compensation and Related Expenses
(In thou san ds e xce pt Fiscal Ye ars Pe rce n t
pe rce n tage s) 2008 2007 C h an ge (In thou san ds e xce pt Fiscal Ye ars Pe rce n t
pe rce n tage s) 2008 2007 C h an ge
Engineering and other
scientific $176,879 $157,987 12.0% Compensation and
Percentage of total related expenses $133,469 $119,496 11.7%
revenues 77.3% 77.0% Percentage of total
Environmental and health 51,959 47,161 10.2% revenues 58.3% 58.2%
Percentage of total The net increase in compensation and related expenses during fiscal
revenues 22.7% 23.0% 2008 was due to an increase in wages, fringe benefits and bonus
Total revenues $228,838 $205,148 11.5% expense partially offset by the change in value of assets associated
with our deferred compensation plan. Wages increased by $11.0
The increase in revenues for our engineering and other scientific million and fringe benefits increased by $2.5 million due to an
segment during fiscal 2008 was the result of an increase in billable increase in technical full-time equivalent employees, the impact of
hours, higher billing rates and an increase in product sales in our our annual salary increase and fiscal 2008 having one additional
technology development practice. During fiscal 2008, billable hours week of activity than fiscal 2007. The additional week of activity
for this segment increased by 7.9% to 666,000 as compared to during fiscal 2008 contributed approximately $1.3 million to the
617,000 during fiscal 2007. The increase in billable hours was due to increase in wages. Bonus expense increased by $1.7 million due to a
an increase in technical full-time equivalent employees and fiscal corresponding increase in profitability. During fiscal 2008, we
2008 having one additional week of activity than fiscal 2007. recorded a decrease to compensation expense of $2.1 million and a
Utilization for this segment decreased to 68% for fiscal 2008 as corresponding decrease to other income of $2.1 million associated
compared to 69% for fiscal 2007. Technical full-time equivalent with a decline in the value of assets associated with our deferred
employees for this segment increased by 7.2% to 463 during fiscal compensation plan. During fiscal 2007 we recorded an increase in
2008 as compared to 432 during fiscal 2007. Product sales in our compensation expense of $356,000 and a corresponding increase to
technology development practice increased 18.0% to $14.1 million other income of $356,000 associated with a gain in the value of plan
for fiscal 2008 as compared to $11.9 million for fiscal 2007. assets during fiscal 2007. We expect compensation and related
expenses, excluding the change in value of assets associated with
The increase in revenues for our environmental and health segment our deferred compensation plan, to increase due to the anticipated
during fiscal 2008 was the result of an increase in billable hours and hiring of additional staff and the impact of future annual salary
higher billing rates. During fiscal 2008 billable hours for this segment increases.
increased by 6.7% to 222,000 as compared to 208,000 during fiscal
2007. This increase in billable hours was due to an increase in
technical full-time equivalent employees and fiscal 2008 having one
additional week of activity than fiscal 2007.

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Other Operating Expenses Other Income and Expense

(In thou san ds e xce pt Fiscal Ye ars Pe rce n t (In thou san ds e xce pt Fiscal Ye ars Pe rce n t
pe rce n tage s) 2008 2007 C h an ge pe rce n tage s) 2008 2007 C h an ge
Other operating Other income and
expenses $22,614 $21,662 4.4% expense, net $1,772 $3,681 (51.9)%
Percentage of total Percentage of total
revenues 9.9% 10.6% revenues 0.8% 1.8%

Other operating expenses primarily include facilities-related costs, Other income and expense, net, consists primarily of investment
technical materials, computer-related expenses and depreciation and income earned on available cash, cash equivalents and short-term
amortization of property, equipment and leasehold improvements. investments, rental income from leasing excess space in our Silicon
The net increase in other operating expenses was primarily due to an Valley facility, and changes in the value of assets associated with
increase of $732,000 in occupancy expense and an increase of our deferred compensation plan.
$285,000 in depreciation and amortization. The increase in
occupancy expense and depreciation and amortization were due to The decrease in other income and expense, net, during fiscal 2008
expansion in certain offices to support our increase in technical-full was primarily due to a decrease in the fair value of deferred
time equivalent employees. compensation assets of $2.1 million with a corresponding decrease
of $2.1 million to compensation and related expenses during fiscal
Reimbursable Expenses 2008 as compared to an increase in the fair value of deferred
compensation assets of $356,000 with a corresponding increase of
(In thou san ds e xce pt Fiscal Ye ars Pe rce n t $356,000 to compensation and related expenses during fiscal 2007.
pe rce n tage s) 2008 2007 C h an ge The decrease in valuation of deferred compensation investments
Reimbursable was partially offset by an increase in rental income of $404,000 and
expenses $22,644 $22,009 2.9% an increase in gain on foreign exchange of $347,000. Rental income
Percentage of total increased due to the addition of a new tenant in our Silicon Valley
revenues 9.9% 10.7% facility in mid 2007.

The increase in reimbursable expenses during fiscal 2008 was due to Income Taxes
a corresponding increase in revenues. The amount of reimbursable
expenses will vary from year to year depending on the nature of our (In thou san ds e xce pt Fiscal Ye ars Pe rce n t
projects. pe rce n tage s) 2008 2007 C h an ge
Income taxes $15,334 $13,284 15.4%
General and Administrative Expenses Percentage of total
revenues 6.7% 6.5%
(In thou san ds e xce pt Fiscal Ye ars Pe rce n t Effective tax rate 39.8% 39.5%
pe rce n tage s) 2008 2007 C h an ge
General and The increase in income tax expense was due to a corresponding
administrative increase in pre-tax income.
expenses $13,389 $12,037 11.2%
Percentage of total
revenues 5.9% 5.9%

The increase in general and administrative expenses during fiscal

2008 was primarily due to an increase in personnel expenses of
$548,000, travel and meals of $489,000 and an increase in bad debt
expense of $182,000. The increase in personnel expense was
primarily due to the costs associated with professional development
and recruiting. The increase in travel and meals was primarily due to
an increase in technical full-time equivalent employees as well as an
increase in fuel costs. The increase in bad debt expense was due to
an increase in write-offs and an increase in our allowance for
doubtful accounts.

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FISCAL YEARS ENDED DECEMBER 28, 2007, AND DECEMBER Compensation and Related Expenses
29, 2006
(In thou san ds e xce pt Fiscal Ye ars Pe rce n t
Revenues pe rce n tage s) 2007 2006 C h an ge
Compensation and
(In thou san ds e xce pt Fiscal Ye ars Pe rce n t
pe rce n tage s) 2007 2006 C h an ge
related expenses $119,496 $105,860 12.9%
Engineering and other Percentage of total
scientific $157,987 $130,960 20.6% revenues 58.2% 62.8%
Percentage of total The increase in compensation and related expenses during fiscal
revenues 77.0% 77.7% 2007 was due to an increase in wages, bonus expense and stock-
Environmental and health 47,161 37,536 25.6% based compensation. Wages increased by $6.8 million due to an
Percentage of total increase in technical full-time equivalent employees and the impact
revenues 23.0% 22.3% of our annual salary increase. Bonus expense increased by $6.2
Total revenues $205,148 $168,496 21.8% million due to a corresponding increase in profitability. Stock-based
compensation increased by $401,000 due to additional restricted
The increase in revenues for our engineering and other scientific stock unit grants during 2007.
segment during fiscal 2007 was the result of an increase in billable
hours, higher billing rates and an increase in product sales in our Other Operating Expenses
technology development practice. During fiscal 2007, billable hours
for this segment increased by 6.0% to 617,000 as compared to (In thou san ds e xce pt Fiscal Ye ars Pe rce n t
582,000 during fiscal 2006. The increase in billable hours was pe rce n tage s) 2007 2006 C h an ge
supported by an increase in utilization and technical full-time Other operating
equivalent employees. Utilization for this segment increased to 69% expenses $21,662 $19,886 8.9%
for fiscal 2007 as compared to 67% for fiscal 2006. Technical full-time Percentage of total
equivalents for this segment increased by 3.1% to 432 during fiscal revenues 10.6% 11.8%
2007, as compared to 419 during fiscal 2006. Product sales in our
technology development practice increased 272% to $11.9 million for Other operating expenses primarily include facilities- related costs,
fiscal 2007 as compared to $3.2 million for fiscal 2006. technical materials, computer-related expenses and depreciation and
amortization of property, equipment and leasehold improvements.
The increase in revenues for our environmental and health segment The increase in other operating expenses was primarily due to an
during fiscal 2007 was the result of an increase in billable hours and increase of $961,000 in occupancy expense, an increase of $273,000
higher billing rates. During fiscal 2007, billable hours for this in computer-related expenses and a $236,000 increase in depreciation
segment increased by 18.9% to 208,000 as compared to 175,000 and amortization. The increase in occupancy expense, computer-
during fiscal 2006. This increase in billable hours was supported by related expenses, and depreciation and amortization were due to
an increase in utilization. Utilization for this segment increased to expansion in certain offices to support our increase in technical-full
67% for fiscal 2007 as compared to 57% for fiscal 2006. Technical time equivalent employees.
full-time equivalents for this segment were 149 for fiscal 2007 and
2006. Reimbursable Expenses

(In thou san ds e xce pt Fiscal Ye ars Pe rce n t

pe rce n tage s) 2007 2006 C h an ge
Reimbursable
expenses $22,009 $11,754 87.2%
Percentage of total
revenues 10.7% 7.0%

The increase in reimbursable expenses during fiscal 2007 was

primarily due to a $6.0 million increase in project related costs
associated with product sales in our technology development
practice.

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General and Administrative Expenses RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the Financial Accounting Standards Board
(In thou san ds e xce pt Fiscal Ye ars Pe rce n t
pe rce n tage s)
(“FASB”) issued SFAS No. 141 (revised 2007) (“SFAS 141R”),
2007 2006 C h an ge
“Business Combinations” and SFAS No. 160 (“SFAS 160”),
General and
“Noncontrolling Interests in Consolidated Financial Statements, an
administrative
Amendment of Accounting Research Bulletin, No. 51.” SFAS 141R
expenses $12,037 $10,807 11.4%
will change how business acquisitions are accounted for and will
Percentage of total
impact financial statements both on the acquisition date and in
revenues 5.9% 6.4%
subsequent periods. SFAS 160 will change the accounting and
The increase in general and administrative expenses during fiscal reporting for minority interests, which will be recharacterized as
2007 was primarily due to an increase in travel and meals of $560,000 noncontrolling interests and classified as a component of equity.
and an increase in bad debt of $300,000. The increase in travel and SFAS 141R and SFAS 160 are effective for fiscal years beginning
meals was primarily due to the costs associated with a manager’s after November 15, 2008. We intend to adopt SFAS 141R and SFAS
meeting held during 2007 and an increase in technical full-time 160 in fiscal 2009 and do not expect it to have a material impact on
equivalent employees. The increase in bad debt expense was due to our consolidated financial position, results of operations or cash
an increase in write-offs and an increase in our allowance for flows.
doubtful accounts.
In September 2006, the FASB issued Statement of Financial
Accounting Standards No. 157 (“SFAS 157”), “Fair Value
Other Income and Expense
Measurements,” which defines fair value, establishes guidelines for
measuring fair value and expands disclosures regarding fair value
(In thou san ds e xce pt Fiscal Ye ars Pe rce n t
pe rce n tage s) 2007 2006 C h an ge
measurements. SFAS 157 does not require any new fair value
Other income and measurements but rather eliminates inconsistencies in guidance
expense, net $3,681 $3,389 8.6% found in various prior accounting pronouncements and is effective
Percentage of total for fiscal years beginning after November 15, 2007. In February 2008,
revenues 1.8% 2.0% the FASB issued FASB Staff Position 157-2 which delays the
effective date of SFAS 157 for all nonfinancial assets and
Other income and expense, net, consists primarily of investment nonfinancial liabilities, except those that are recognized or disclosed
income earned on available cash, cash equivalents and short-term at fair value in the financial statements on a recurring basis (at least
investments, rental income from leasing excess space in our Silicon annually), until fiscal years beginning after November 15, 2008, and
Valley facility, and changes in the value of assets associated with interim periods within those fiscal years. These nonfinancial items
our deferred compensation plan. The increase in other income and include assets and liabilities such as reporting units measured at fair
expense during fiscal 2007 was primarily due to an increase in rental value in a goodwill impairment test and nonfinancial assets acquired
income of $421,000 due to the addition of a new tenant in our Silicon and liabilities assumed in a business combination. Effective
Valley facility during fiscal 2007. The increase in rental income was December 29, 2007, we adopted SFAS 157 for financial assets and
partially offset by a smaller increase in the fair value of deferred liabilities recognized at fair value on a recurring basis. The partial
compensation plan assets. The fair value of deferred compensation adoption of SFAS 157 for financial assets and liabilities did not have
plan assets increased by $356,000 during fiscal 2007 as compared to a material impact on our consolidated financial position, results of
an increase of $581,000 during fiscal 2006. operations or cash flows. We intend to adopt FASB Staff Position
157-2 in fiscal 2009 and do not expect it to have a material impact on
Income Taxes our consolidated financial position, results of operations or cash
flows.
(In thou san ds e xce pt Fiscal Ye ars Pe rce n t
pe rce n tage s) 2007 2006 C h an ge
Income taxes $13,284 $9,384 41.6%
Percentage of total
revenues 6.5% 5.6%
Effective tax rate 39.5% 39.8%

The increase in income tax expense was due to a corresponding

increase in pre-tax income.

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LIQUIDITY AND CAPITAL RESOURCES During fiscal 2008, 2007, and 2006, net cash used in investing
activities primarily related to the purchase and sale or maturity of
Fiscal Ye ars short-term investments.
(In thou san ds) 2008 2007 2006
Net cash provided by The increase in net cash used in financing activities during fiscal
(used in): 2008, as compared to fiscal 2007, was due to an increase in
Operating activities $ 36,368 $ 26,950 $ 19,582 repurchases of our common stock under our stock repurchase
Investing activities $ 21,063 $ (3,915) $ (795) programs. The decrease in net cash used in financing activities
Financing activities $(34,063) $(17,633) $(26,974) during fiscal 2007, as compared to fiscal 2006, was due to a decrease
in repurchases of our common stock under our stock repurchase
We financed our business in fiscal 2008 principally through programs partially offset by an increase in proceeds from the
available cash and cash flows from operating activities. We invest issuance of common stock. Proceeds from the issuance of common
our excess cash in cash equivalents and short-term investments. At stock are primarily related to the exercise of employee stock options
the end of fiscal 2008, we had $57.4 million in cash, cash equivalents and the purchase of common stock under our employee stock
and short-term investments compared to $63.7 million at the end of purchase plan.
the prior year.
We expect to continue our investing activities, including purchases
The increase in cash provided by operating activities during fiscal of short-term investments and capital expenditures. Furthermore,
2008 as compared to fiscal 2007 was due to an increase in net income cash reserves may be used to repurchase common stock under our
and a smaller increase in accounts receivable partially offset by a stock repurchase programs or strategically acquire professional
decrease in deferred revenues. During fiscal 2008, accounts services firms that are complementary to our business.
receivable increased by $5.1 million as compared to an increase of
$14.1 million during fiscal 2007. The smaller increase in accounts The following schedule summarizes our principal contractual
receivable was due to slower revenue growth. During fiscal 2008, commitments as of January 2, 2009 (in thousands):
revenue increased by 11.5% as compared to an increase of 21.8%
during fiscal 2007. Days sales outstanding increased to 97 days at O pe ratin g
the end of fiscal 2008 as compared to 88 days at the end of fiscal le ase C apital Purchase
Fiscal ye ar com m itm e n ts le ase s obligation s Total
2007. During fiscal 2008, deferred revenues decreased by $287,000 as
2009 $ 5,741 $ 26 $ 1,481 $ 7,248
compared to an increase of $2.4 million during fiscal 2007. The large
2010 4,267 6 — 4,273
increase during fiscal 2007 was due to an increase in pre-billed
2011 3,560 6 — 3,566
projects.
2012 3,335 3 — 3,338
The increase in cash provided by operating activities during fiscal 2013 1,552 2 — 1,554
2007 as compared to fiscal 2006 was due to an increase in net Thereafter 4,015 — — 4,015
income, a larger increase in accrued payroll and employee benefits, a $ 22,470 $ 43 $ 1,481 $23,994
larger increase in accounts payable and accrued liabilities, and an
increase in stock-based compensation partially offset by a larger The above table does not reflect unrecognized tax benefits of
increase in accounts receivable. The larger increase in accrued $315,000, the timing of which is uncertain. Refer to Note 7 of the
payroll and employee benefits was primarily due to an increase in Notes to Consolidated Financial Statements for additional
accrued bonuses driven by a corresponding increase in profitability. discussion on unrecognized tax benefits.
The larger increase in accounts payable and accrued liabilities was
due to the timing of payments to our vendors. The increase in stock-
based compensation was due to additional restricted stock unit
grants during fiscal 2007 and an increase in the accrued bonus that
we expect to settle with fully vested restricted stock units. The
larger increase in accounts receivable was due to an increase in
revenues. Days sales outstanding decreased to 88 days at the end
of fiscal 2007 as compared to 94 days at the end of fiscal 2006.

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We maintain a nonqualified deferred compensation plan for the
benefit of a select group of highly compensated employees. Vested
amounts due under the plan of $4.4 million were recorded as a long-
term liability on our consolidated balance sheet at January 2, 2009.
Company assets that are earmarked to pay benefits under the plan
are held in a rabbi trust and are subject to the claims of our creditors.
As of January 2, 2009, invested amounts under the plan of $4.4
million were recorded as a long-term asset on our consolidated
balance sheet.
As permitted under Delaware law, we have agreements whereby we
indemnify our officers and directors for certain events or
occurrences while the officer or director is, or was serving, at our
request in such capacity. The indemnification period covers all
pertinent events and occurrences during the officer’s or director’s
lifetime. The maximum potential amount of future payments we could
be required to make under these indemnification agreements is
unlimited; however, we have director and officer insurance coverage
that reduces our exposure and enables us to recover a portion of
any future amounts paid. We believe the estimated fair value of
these indemnification agreements in excess of applicable insurance
coverage is minimal.
Off-Balance Sheet Arrangements
As part of our ongoing business, we do not engage in transactions
that generate relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structured finance
or special purpose entities.
We are exposed to liquidity and credit risk associated with a student
loan secured auction rate security. Included within our investment
portfolio and classified as a long-term asset on our balance sheet at
January 2, 2009 is one AA rated student loan secured auction rate
security with a par value of $1.0 million. During the second quarter
of 2008, the auction for this security failed. The issuer has expressed
its intent to restructure this security, and the next scheduled auction
is in May of 2009. We will not have access to these funds until the
security is restructured or a future auction is successful. If the
issuer is unable to restructure this security or successfully close
future auctions and its credit ratings deteriorate, we may be required
to adjust the carrying value of this investment through an
impairment charge. During the fourth quarter of 2008, we recorded
an unrealized loss on our auction rate security of $125,000, which is
reflected in other comprehensive income in our consolidated
balance sheet. Based on our ability to access our cash and short-
term investments, our expected operating cash flows, and our other
sources of cash we do not expect any lack of liquidity related to this
investment to negatively impact our ability to operate our business
as usual.
We are exposed to some foreign currency exchange rate risk
associated with our foreign operations. Given the limited nature of
these operations, we believe that any exposure would be minimal.
Item 8. Financial Statements and Supplementary Data
See Item 15 of this Form 10-K for required financial statements and
supplementary data.

Item 7A. Quantitative and Qualitative Disclosure About Market Item 9. Changes in and Disagreements with Accountants on
Risk Accounting and Financial Disclosure
Exponent is exposed to interest rate risk associated with our None.
balances of cash, cash equivalents and investments. We manage
our interest rate risk by maintaining an investment portfolio primarily
consisting of debt instruments with high credit quality and relatively
short average effective maturities (auction rate maturity set at date
of next auction) in accordance with the Company’s investment
policy. The maximum effective maturity of any issue in our portfolio
of cash equivalents and investments is 3 years and the maximum
average effective maturity of the portfolio cannot exceed 12 months.

Our exposure to market rate risk for changes in interest rates relates
primarily to our investments. We do not use derivative financial
instruments in our investment portfolio. The average effective
maturity of our investment portfolio and cash equivalents at
January 2, 2009 was 0.51 years. Notwithstanding our efforts to
manage interest rate risk, there can be no assurances that we will be
adequately protected against the risks associated with interest rate
fluctuations.

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Item 9A. Controls and Procedures
KPMG LLP, an independent registered public accounting firm, has
audited the Company’s internal control over financial reporting, as
stated in their report which is included in Part IV, Item 15 of this
Form 10-K.
(a)Conclusion Regarding the Effectiveness of Disclosure Controls
and Procedures.
Under the supervision and with the participation of our
management, including our principal executive officer and principal
financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13(a)-
15(e) promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Based on this evaluation, our
principal executive officer and our principal financial officer
concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.
(b)Management’s Report on Internal Control Over Financial
Reporting.
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is
defined in Exchange Act Rules 13(a)-15(f). Under the supervision
and with the participation of our management, including our
principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control
- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our
evaluation under the framework in Internal Control - Integrated
Framework, our management concluded that our internal control
over financial reporting was effective as of January 2, 2009.
(c)Changes in Internal Control Over Financial Reporting.
There have not been any changes in the Company’s internal control
over financial reporting, as such term is defined in Rule 13a-15(f)
under the Exchange Act, during the most recent fiscal quarter that
have materially affected, or are reasonably likely to materially effect,
the Company’s internal control over financial reporting.
26
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item with respect to our directors,
code of ethics and compliance with section 16(a) of the Exchange
Act is incorporated by reference to the sections of the Company’s
definitive Proxy Statement for its 2009 Annual Meeting of
Stockholders (the “Proxy Statement”) entitled “Proposal No. 1:
Election of Directors,” “Code of Business Conduct and Corporate
Governance” and “Compliance with Section 16(a) of the Exchange
Act.” See Item 1 for information regarding the executive officers of
the Company.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to
the section of the Proxy Statement entitled “Executive Officer
Compensation”.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The information required by this item is incorporated by reference to
the sections of the Proxy Statement entitled “Stock Ownership” and
“Equity Compensation Plan Information”.
Item 13. Certain Relationships and Related Transactions, and
Director Independence
The information required by this item is incorporated by reference to
the section of the Proxy Statement entitled “Related Party
Transactions” and “Proposal No. 1 – Election of Directors”.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to
the section of the Proxy Statement entitled “Principal Accounting
Fees and Services”.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K.

1. Financial Statements
The following consolidated financial statements of Exponent, Inc. and subsidiaries and the Report of Independent Registered
Public Accounting Firm are included herewith:

Page
Report of Independent Registered Public Accounting Firm 28
Consolidated Statements of Income for the years ended January 2, 2009, December 28, 2007 and December 29,
2006 29
Consolidated Balance Sheets as of January 2, 2009 and December 28, 2007 30
Consolidated Statements of Comprehensive Income for the years ended January 2, 2009, December 28, 2007
and December 29, 2006 31
Consolidated Statements of Stockholders’ Equity for the years ended January 2, 2009, December 28, 2007 and
December 29, 2006 32
Consolidated Statements of Cash Flows for the years ended January 2, 2009, December 28, 2007 and
December 29, 2006 34
Notes to Consolidated Financial Statements 35

2. Financial Statement Schedules

The following financial statement schedule of Exponent, Inc. for the years ended January 2, 2009, December 28, 2007 and
December 29, 2006 is filed as part of this Report and should be read in conjunction with the consolidated financial statements of
Exponent, Inc. and subsidiaries:

Page
Schedule II - Valuation and Qualifying accounts 54

Schedules other than those listed above have been omitted since they are either not required, not applicable, or the information is
otherwise included elsewhere in the report.

3. Exhibits

Page
(a) Exhibit Index 55

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Exponent, Inc.:
We have audited the accompanying consolidated balance sheets of Exponent, Inc. and subsidiaries (the Company) as of January 2, 2009 and
December 28, 2007, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each
of the years in the three-year period ended January 2, 2009. In connection with our audits of the consolidated financial statements, we have
also audited the accompanying financial statement schedule II. We also have audited the Company’s internal control over financial reporting
as of January 2, 2009, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements,
for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting, appearing under Item 9A(b). Our
responsibility is to express an opinion on these consolidated financial statements and financial statement schedule II, and an opinion on the
Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of
material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the
consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Exponent,
Inc. and subsidiaries as of January 2, 2009 and December 28, 2007, and the results of its operations and its cash flows for each of the years in
the three-year period ended January 2, 2009, in conformity with accounting principles generally accepted in the United States of America. Also
in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein. Also in our opinion, Exponent, Inc. and subsidiaries maintained, in all
material respects, effective internal control over financial reporting as of January 2, 2009, based on the criteria established in Internal Control
– Integrated Framework issued by COSO.

KPMG LLP
San Francisco, California
February 24, 2009

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Exponent, Inc. and Subsidiaries

Consolidated Statements of Income

Fiscal Ye ars
(In thou san ds, e xce pt pe r sh are data) 2008 2007 2006
Revenues:
Revenues before reimbursements $206,194 $183,139 $156,742
Reimbursements 22,644 22,009 11,754
Revenues 228,838 205,148 168,496
Operating expenses:
Compensation and related expenses 133,469 119,496 105,860
Other operating expenses 22,614 21,662 19,886
Reimbursable expenses 22,644 22,009 11,754
General and administrative expenses 13,389 12,037 10,807
192,116 175,204 148,307
Operating income 36,722 29,944 20,189
Other income:
Interest income, net 1,707 1,821 1,927
Miscellaneous income, net 65 1,860 1,462
Income before income taxes 38,494 33,625 23,578
Provision for income taxes 15,334 13,284 9,384
Net income $ 23,160 $ 20,341 $ 14,194
Net income per share:
Basic $ 1.57 $ 1.36 $ 0.89
Diluted $ 1.47 $ 1.25 $ 0.83
Shares used in per share computations:
Basic 14,710 15,007 15,883
Diluted 15,724 16,322 17,196

See accompanying notes to the Consolidated Financial Statements.

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Exponent, Inc. and Subsidiaries

Consolidated Balance Sheets

Fiscal Ye ars
(In thou san ds, e xce pt pe r sh are data) 2008 2007
Assets
Current assets:
Cash and cash equivalents $ 32,598 $ 10,700
Short-term investments 24,772 53,034
Accounts receivable, net of allowance for doubtful accounts of $2,449 and $2,177, respectively 62,208 59,819
Prepaid expenses and other assets 6,275 5,754
Deferred income taxes 4,455 3,450
Total current assets 130,308 132,757
Property, equipment and leasehold improvements, net 31,371 29,409
Goodwill 8,607 8,607
Deferred income taxes 6,893 5,969
Other assets 5,911 5,649
$183,090 $182,391
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities $ 6,536 $ 7,139
Accrued payroll and employee benefits 35,528 30,366
Deferred revenues 6,171 6,458
Total current liabilities 48,235 43,963
Other liabilities 567 89
Deferred compensation 4,401 4,665
Deferred rent 1,793 1,755
Total liabilities 54,996 50,472
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.001 par value; 5,000 shares authorized; no shares outstanding — —
Common stock, $.001 par value; 100,000 shares authorized; 16,427 shares issued 16 16
Additional paid-in capital 72,734 59,772
Accumulated other comprehensive (loss) income (345) 347
Retained earnings 127,127 113,018
Treasury stock, at cost: 2,737 and 2,068 shares held, respectively (71,438) (41,234)
Total stockholders’ equity 128,094 131,919
$183,090 $182,391

See accompanying notes to the Consolidated Financial Statements.

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Exponent, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

Fiscal Ye ars
(In thou san ds) 2008 2007 2006
Net income $23,160 $20,341 $14,194
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax (554) 150 154
Unrealized (loss) gain arising during the period on investments, net of tax (138) 104 32
Comprehensive income $22,468 $20,595 $14,380

See accompanying notes to the Consolidated Financial Statements.

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Exponent, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

Accum u late d
Addition al othe r
C om m on S tock Tre asu ry S tock
paid-in com pre h e n sive Re tain e d
(In thou san ds) S h are s Am ou n t capital incom e (loss) e arn ings S h are s Am ou n t Total
Balance at December 30, 2005 16,192 $ 16 $ 44,955 $ (93) $ 88,322 — $ — $133,200
Employee stock purchase plan 14 — 231 — (10) (35) 566 787
Exercise of stock options, net of swaps 221 — 1,097 — (1,280) (104) 1,695 1,512
Tax benefit for stock option plans — — 869 — — — — 869
Amortization of unrecognized stock-based
compensation — — 2,197 — — — — 2,197
Purchase of treasury shares — — — — — 1,853 (30,090) (30,090)
Foreign currency translation adjustments — — — 154 — — — 154
Grant of restricted stock units to settle accrued
bonus — — 1,450 — — — — 1,450
Unrealized gain on investments — — — 32 — — — 32
Net income — — — — 14,194 — — 14,194
Balance at December 29, 2006 16,427 16 50,799 93 101,226 1,714 (27,829) 124,305
Employee stock purchase plan — — 198 — 23 (35) 555 776
Exercise of stock options, net of swaps — — (132) — (8,382) (641) 10,036 1,522
Tax benefit for stock option plans — — 3,989 — — — — 3,989
Amortization of unrecognized stock-based
compensation — — 2,630 — — — — 2,630
Purchase of treasury shares — — — — — 1,042 (24,186) (24,186)
Foreign currency translation adjustments — — — 150 — — — 150
Grant of restricted stock units to settle accrued
bonus — — 2,288 — — — — 2,288
Settlement of restricted stock units — — — — (190) (12) 190 —
Unrealized gain on investments — — — 104 — — — 104
Net income — — — — 20,341 — — 20,341
Balance at December 28, 2007 16,427 16 59,772 347 113,018 2,068 (41,234) 131,919

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Accum u late d
Addition al othe r
C om m on S tock Tre asu ry S tock
paid-in com pre h e n sive Re tain e d
(In thou san ds) S h are s Am ou n t capital incom e (loss) e arn ings S h are s Am ou n t Total
Balance at December 28, 2007 16,427 16 59,772 347 113,018 2,068 (41,234) 131,919
Employee stock purchase plan — — 409 — (33) 576 985
Exercise of stock options, net of swaps — — (397) — (6,249) (581) 9,269 2,623
Tax benefit for stock option plans — — 5,551 — — — — 5,551
Amortization of unrecognized stock-based
compensation — — 3,762 — — — — 3,762
Purchase of treasury shares — — — — — 1,409 (41,273) (41,273)
Foreign currency translation adjustments — — — (554) — — — (554)
Grant of restricted stock units to settle accrued
bonus — — 3,637 — — — — 3,637
Settlement of restricted stock units — — — — (2,802) (126) 1,224 (1,578)
Unrealized gain (loss) on investments — — — (138) — — — (138)
Net income — — — — 23,160 — — 23,160
Balance at January 2, 2009 16,427 $ 16 $ 72,734 $ (345) $127,127 2,737 $(71,438) $128,094

See accompanying notes to the Consolidated Financial Statements.

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Exponent, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Fiscal Ye ars
(In thou san ds) 2008 2007 2006
Cash flows from operating activities:
Net income $ 23,160 $ 20,341 $ 14,194
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment and leasehold improvements 4,109 3,845 3,628
Amortization of premiums and accretion of discounts of short-term investments 451 309 532
Contribution to deferred compensation plan — — (1,000)
Amortization of deferred compensation contribution 181 632 314
Deferred rent expense 38 658 (47)
Provision for doubtful accounts 2,750 2,486 1,634
Stock-based compensation 7,828 6,195 4,414
Deferred income tax provision (1,344) (2,652) (3,158)
Tax benefit for stock option plans (5,549) (3,989) (869)
Changes in operating assets and liabilities:
Accounts receivable (5,139) (14,097) (3,631)
Prepaid expenses and other assets (655) (1,126) (791)
Accounts payable and accrued liabilities 5,368 5,484 1,564
Accrued payroll and employee benefits 5,457 6,472 1,096
Deferred revenues (287) 2,392 1,702
Net cash provided by operating activities 36,368 26,950 19,582
Cash flows from investing activities:
Capital expenditures (5,646) (3,677) (3,205)
Other assets — 90 57
Purchase of short-term investments (77,911) (99,371) (117,569)
Sale/maturity of short-term investments 104,620 99,043 119,922
Net cash provided by (used in) investing activities 21,063 (3,915) (795)
Cash flows from financing activities:
Repayments of borrowings (56) (51) (52)
Tax benefit for stock option plans 5,549 3,989 869
Repurchase of common stock (41,638) (24,647) (30,090)
Issuance of treasury stock 2,082 3,076 986
Issuance of common stock — — 1,313
Net cash used in financing activities (34,063) (17,633) (26,974)
Effect of foreign currency exchange rates on cash and cash equivalents (1,470) 60 209
Net increase (decrease) in cash and cash equivalents 21,898 5,462 (7,978)
Cash and cash equivalents at beginning of year 10,700 5,238 13,216
Cash and cash equivalents at end of year $ 32,598 $ 10,700 $ 5,238

See accompanying notes to the Consolidated Financial Statements.

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Exponent, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Basis of Presentation
Exponent, Inc. together with its subsidiaries (collectively referred to
as the “Company”) is a science and engineering consulting firm that
provides solutions to complex problems. The accompanying
consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant inter-
company transactions and balances have been eliminated in
consolidation.
The Company operates on a 52-53 week fiscal year with each year
ending on the Friday closest to December 31st. Fiscal period 2008
included 53 weeks of activity and ended on January 2, 2009. Fiscal
periods 2007 and 2006 included 52 weeks of activity and ended on
December 28, 2007 and December 29, 2006, respectively.
Stock Split
On May 24, 2006, the Company’s stockholders approved an
amendment to the Company’s certificate of incorporation to
(i) increase the number of authorized shares of common stock to
100,000,000, (ii) increase the number of authorized shares of
preferred stock to 5,000,000, and (iii) effect a two-for-one stock split.
As a result of the stock split, each shareholder of record at the close
of business on May 24, 2006, received one additional share of
common stock for each share held. For periods prior to the stock
split, all share and per share data in the Company’s consolidated
financial statements and related notes have been retroactively
adjusted to reflect the stock split.
The Company committed to stockholders in a letter dated May 23,
2006 to limit its use of the increased authorized capital stock to
40 million common shares, and 2 million preferred shares, unless the
approval of the Company’s stockholders is obtained subsequently,
such as through a further amendment to the Company’s authorized
capital stock.
Revenue Recognition
The Company derives its revenues primarily from professional fees
earned on consulting engagements, product sales in its technology
development practice, fees earned for the use of its equipment and
facilities, as well as reimbursements for outside direct expenses
associated with the services that are billed to its clients.
35
The Company reports service revenues net of subcontractor fees.
The Company has determined that it is not the primary obligor with
respect to these subcontractors because:
• its clients are directly involved in the subcontractor selection
process;
• the subcontractor is responsible for fulfilling the scope of
work; and
• the Company passes through the costs of subcontractor
agreements with only a minimal fixed percentage mark-up to
compensate it for processing the transactions.
Reimbursements, including those related to travel and other out-of-
pocket expenses, and other similar third party costs such as the cost
of materials, are included in revenues, and an equivalent amount of
reimbursable expenses are included in operating expenses. Any
mark-up on reimbursable expenses is included in revenues.
Substantially all of the Company’s engagements are performed
under time and material or fixed-price billing arrangements. On time
and material and fixed-price projects, revenue is generally
recognized as the services are performed. For substantially all of the
Company’s fixed-price engagements, it recognizes revenue based on
the relationship of incurred labor hours at standard rates to its
estimate of the total labor hours at standard rates it expects to incur
over the term of the contract. The Company believes this
methodology achieves a reliable measure of the revenue from the
consulting services it provides to its customers under fixed-price
contracts given the nature of the consulting services the Company
provides and the following additional considerations:
• the Company considers labor hours at standard rates and
expenses to be incurred when pricing its contracts;
• the Company generally does not incur set up costs on its
contracts;
• the Company does not believe that there are reliable milestones
to measure progress toward completion;
• if the contract is terminated early, the customer is required to
pay the Company for time at standard rates plus materials
incurred to date;
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• the Company does not recognize revenue for award fees or All contracts are subject to review by management, which requires a
bonuses until specific contractual criteria are met; positive assessment of the collectibility of contract amounts. If,
• the Company does not include revenue for unpriced change during the course of the contract, the Company determines that
orders until the customer agrees with the changes; collection of revenue is not reasonably assured, it does not
recognize the revenue until its collection becomes reasonably
• historically the Company has not had significant accounts
assured, which in those situations would generally be upon receipt
receivable write-offs or cost overruns; and
of cash. The Company assesses collectibility based on a number of
• its contracts are typically progress billed on a monthly basis. factors, including past transaction history with the client, as well as
Product revenue is recognized, when both title and risk of loss the credit-worthiness of the client. Losses on fixed-price contracts
transfer to the customer and customer acceptance has occurred, are recognized during the period in which the loss first becomes
provided that no significant obligations remain. Revenue from evident. Contract losses are determined to be the amount by which
multiple-element arrangements is allocated based on the relative fair the estimated total costs of the contract exceeds the total fixed price
value of each element, which is generally based on the relative sales of the contract.
price for each element when sold separately. If the fair value of one
or more delivered elements cannot be determined revenue is Use of Estimates
allocated based on the residual method. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
Gross revenues and reimbursements for the fiscal years ended America requires management to make estimates and assumptions
January 2, 2009, December 28, 2007 and December 29, 2006, that affect the reported amounts of assets and liabilities and
respectively, were: disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
Fiscal Ye ars
(In thou san ds)
expenses during the period. Actual results could differ from those
2008 2007 2006
estimates.
Gross revenues $235,040 $210,253 $ 173,084
Less: Subcontractor fees 6,202 5,105 4,588
Foreign Currency Translation
Revenues 228,838 205,148 168,496
Reimbursements: The Company translates the assets and liabilities of foreign
Out-of-pocket subsidiaries, whose functional currency is the local currency, at
reimbursements 5,182 4,525 4,548 exchange rates in effect at the balance sheet date. Revenues and
Other outside direct expenses are translated at the average rates of exchange prevailing
expenses 17,462 17,484 7,206 during the year. The adjustment resulting from translating the
financial statements of such foreign subsidiaries is included in
22,644 22,009 11,754
accumulated other comprehensive income, which is reflected as a
Revenues before reimbursements $206,194 $183,139 $ 156,742 separate component of stockholders’ equity.

Significant management judgments and estimates must be made in Cash Equivalents

connection with the revenues recognized in any accounting period.
These judgments and estimates include an assessment of
collectibility and, for fixed-price engagements, an estimate as to the
total effort required to complete the project. If the Company made
different judgments or utilized different estimates, the amount and
timing of its revenue for any period could be materially different.
Cash equivalents consist of highly liquid investments such as
money market mutual funds, commercial paper and debt securities
with original maturities of three months or less.
Investments
Investments consist of debt securities classified as available-for-
sale and are carried at their fair value as of the balance sheet date.
Short-term investments generally mature between three months and
three years from the purchase date. Investments with maturities
beyond one year are classified as short-term based on their highly
liquid nature and because such marketable securities represent
investments readily available for current operations. At January 2,
2009, the Company held one AA rated student loan secured auction
rate security with a fair value of $875,000 classified as a non-current
asset on its balance sheet.

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The amortized cost of securities is adjusted for amortization of
premiums and accretion of discounts to maturity. Such amortization
is included in interest income. Realized gains or losses are
determined on the specific identification method and are reflected in
other income. Net unrealized gains and losses are recorded directly
in accumulated other comprehensive income except for unrealized
losses that are deemed to be other-than-temporary, which are
reflected in net income.
Investments are reviewed on a regular basis to evaluate whether or
not any security has experienced an other-than temporary decline in
fair value. When assessing investments for other-than-temporary
declines in fair value, the Company considers the significance of the
decline in value as a percentage of the original cost, how long the
market value of the investment has been less than its original cost,
and any news that has been released specific to the investee.
Allowances for Doubtful Accounts
The Company maintains allowances for doubtful accounts for
estimated losses resulting from the inability of customers to meet
their financial obligations. In circumstances where the Company is
aware of a specific customer’s inability to meet its financial
obligations a specific allowance is recorded to reduce the net
recognized receivable to the amount the Company reasonably
believes will be collected. For all other customers the Company
recognizes allowances for doubtful accounts based upon historical
bad debts, customer concentration, customer credit-worthiness,
current economic conditions, aging of amounts due and changes in
customer payment terms.
Property, Equipment and Leasehold Improvements
Property, equipment and leasehold improvements are stated at cost
less accumulated depreciation and amortization. Depreciation and
amortization are recognized using the straight-line method.
Buildings are depreciated over their estimated useful lives ranging
from thirty to forty years. Equipment is depreciated over its
estimated useful life, which generally ranges from two to seven
years. Leasehold improvements are amortized over the shorter of
their estimated useful lives, generally seven years, or the term of the
related lease.
37
Impairment of Long-Lived Assets
The Company evaluates long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying
amount of the assets to future cash flows to be generated by the
asset. If such assets are considered to be impaired, the impairment
to be recognized is measured as the amount by which the carrying
amount of the assets exceeds the fair value of the assets. The
Company has not recognized impairment losses on any long-lived
assets in fiscal 2008, 2007 or 2006.
Goodwill
The Company assesses the impairment of goodwill annually and
whenever events or changes in circumstances indicate that the
carrying amount may be impaired. The Company’s annual goodwill
impairment review is completed at the end of the 47th week of each
fiscal year. Factors that the Company considers when evaluating for
possible impairment include the following:
• significant under-performance relative to expected historical or
projected future operating results;
• significant changes in the manner of use of the acquired assets
or the strategy for overall business; and
• significant negative economic trends.
When evaluating the Company’s goodwill for impairment, based
upon the existence of one or more of the above factors, the
Company determines the existence of an impairment by assessing
the fair value of the applicable reporting unit, including goodwill,
using expected future cash flows to be generated by the reporting
unit. If the carrying amount of a reporting unit exceeds its fair value,
an impairment loss is recognized for any excess of the carrying
amount of the reporting unit’s goodwill over the implied fair value of
that goodwill. The implied fair value of goodwill is determined by
allocating the fair value of the reporting unit in a manner similar to a
purchase price allocation, in accordance with FASB Statement
No. 141, Business Combinations. The residual fair value after this
allocation is the implied value of the reporting unit goodwill. The
Company did not recognize any goodwill impairment losses in fiscal
2008, 2007 or 2006.
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Deferred Revenues
Deferred revenues represent amounts billed to clients in advance of
services provided, primarily on fixed-price projects. The Company
had $6,171,000 and $6,458,000 in deferred revenues as of January 2,
2009 and December 28, 2007, respectively.
Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the expected tax
consequences of temporary differences between the tax basis and
the financial reporting basis of assets and liabilities. Deferred tax
assets and liabilities are measured using the enacted tax rates and
laws in effect when the differences are expected to reverse. The
effect on deferred tax assets and liabilities from changes in tax rates
is recognized in income in the period that includes the enactment
date. A valuation allowance is recorded for deferred tax assets if it is
more likely than not that some portion or all of the deferred tax
assets will not be realized. United States income taxes are provided
on the earnings of foreign subsidiaries unless the subsidiaries
earnings are considered permanently reinvested outside the United
States.
Fair Value of Financial Instruments
Financial instruments consist of cash and cash equivalents, short-
term investments, accounts receivable, other assets and accounts
payable. The carrying amount of the Company’s cash and cash
equivalents, short-term investments, accounts receivable, other
assets and accounts payable approximates their fair values.
Stock-Based Compensation
Stock-based compensation is measured at the grant date based on
the fair value of the award and is recognized as expense on a
straight-line basis over the requisite service period. The Company
estimates the number of awards that are expected to vest and
revises the estimate as actual forfeitures differ from that estimate.
Estimated forfeiture rates are based on the Company’s historical
experience.
Net Income Per Share
Basic per share amounts are computed using the weighted-average
number of common shares outstanding during the period. Dilutive
per share amounts are computed using the weighted-average
number of common shares outstanding and potentially dilutive
securities, using the treasury stock method if their effect would be
dilutive.
38
The following schedule reconciles the denominators of the
Company’s calculation for basic and diluted net income per share:
Fiscal Ye ars
(In thou san ds) 2008 2007 2006
Shares used in basic per share
computation 14,710 15,007 15,883
Effect of dilutive common stock
options outstanding 691 1,042 1,143
Effect of non-vested restricted
stock units outstanding 323 273 170
Shares used in diluted per share
computation 15,724 16,322 17,196
Common stock options to purchase 53,854 shares, with exercise
prices greater than the annual average fair market value of the
Company’s common stock, were excluded from the diluted per share
calculation for the fiscal year ended January 2, 2009. There were no
options excluded from the diluted per share calculation for the fiscal
years ended December 28, 2007 and December 29, 2006.
Recently Adopted Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board
(“FASB”) issued Statement of Financial Accounting Standards
(“SFAS”) No. 157 (“SFAS 157”), “Fair Value Measurements,” which
defines fair value, establishes guidelines for measuring fair value
and expands disclosures regarding fair value measurements.
SFAS 157 does not require any new fair value measurements but
rather eliminates inconsistencies in guidance found in various prior
accounting pronouncements and is effective for fiscal years
beginning after November 15, 2007. In February 2008, the FASB
issued FASB Staff Position 157-2 which delays the effective date of
SFAS 157 for all nonfinancial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually), until
fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years. These nonfinancial items include assets
and liabilities such as reporting units measured at fair value in a
goodwill impairment test and nonfinancial assets acquired and
liabilities assumed in a business combination. Effective
December 29, 2007, the Company adopted SFAS 157 for financial
assets and liabilities recognized at fair value on a recurring basis.
The partial adoption of SFAS 157 for financial assets and liabilities
did not have a material impact on the Company’s consolidated
financial position, results of operations or cash flows. See Note 3 for
information and related disclosures regarding fair value
measurements.
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Note 2: Cash, cash equivalents and short-term investments

Cash, cash equivalents and short-term investments consisted of the following as of January 2, 2009:

Am ortiz e d Un re aliz e d Un re aliz e d Estim ate d

(In thou san ds) C ost Gain s Losse s Fair Value
Classified as current assets:
Cash $ 12,170 $ — $ — $ 12,170
Cash equivalents:
Money market securities 20,428 — — 20,428
Total cash equivalents 20,428 — — 20,428
Total cash and cash equivalents 32,598 — — 32,598
Short-term investments:
State and municipal bonds 24,763 144 (135) 24,772
Total short-term investments 24,763 144 (135) 24,772
Total cash, cash equivalents and short-term investments $ 57,361 $ 144 $ (135) $ 57,370

Cash, cash equivalents and short-term investments consisted of the following as of December 28, 2007:

Am ortiz e d Un re aliz e d Un re aliz e d Estim ate d

(In thou san ds) C ost Gain s Losse s Fair Value
Classified as current assets:
Cash $ 8,524 $ — $ — $ 8,524
Cash equivalents:
Money market securities 176 — — 176
Commercial Paper 2,000 — — 2,000
Total cash equivalents 2,176 — — 2,176
Total cash and cash equivalents 10,700 — — 10,700
Short-term investments:
State and municipal auction rate securities 2,500 — — 2,500
State and municipal bonds 50,422 154 (42) 50,534
Total short-term investments 52,922 154 (42) 53,034
Total cash, cash equivalents and short-term investments $ 63,622 $ 154 $ (42) $ 63,734

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The following table summarizes the fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment
category and length of time that individual securities have been in a continuous unrealized loss position, at January 2, 2009:

Le ss th an 12 Months 12 Months or More Total

Gross Gross Gross
Fair Un re aliz e d Un re aliz e d Un re aliz e d
(in thou san ds) Value Losse s Fair Value Losse s Fair Value Losse s
State and municipal bonds $5,862 $ (119) $ 796 $ (16) $ 6,658 $ (135)

Market values were determined for each individual security in the investment portfolio. The declines in value of these investments are
primarily related to changes in interest rates and are considered to be temporary in nature. All cash equivalents and short-term investments
had effective maturities of three years or less, with an average effective maturity of 0.51 years as of January 2, 2009.

Note 3: Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including available-for-sale fixed income
securities, trading fixed income and equity securities held in its deferred compensation plan and the liability associated with its deferred
compensation plan. The fair value of these certain financial assets and liabilities was determined using the following inputs at January 2, 2009
(in thousands):

Fair Value Me asu re m e n ts at Re portin g Date Using

Q u ote d Price s in S ignificant O the r S ignificant
Active Mark e ts for O bse rvable Un obse rvable
Ide n tical Asse ts Inpu ts Inpu ts
Total (Le ve l 1) (Le ve l 2) (Le ve l 3)
Assets
Fixed income available-for-sale securities (1) $46,075 $ 20,428 $ 24,772 $ 875
Fixed income trading securities held in deferred
compensation plan (2) 1,020 1,020 — —
Equity trading securities held in deferred compensation plan
(2) 3,381 3,381 — —
Total $50,476 $ 24,829 $ 24,772 $ 875
Liabilities
Deferred compensation plan (3) 4,401 4,401 — —
Total $ 4,401 $ 4,401 $ — $ —
(1)
Included in cash and cash equivalents, short-term investments and other assets on the Company’s consolidated balance sheet.
(2)
Included in other assets on the Company’s consolidated balance sheet.
(3)
Included in deferred compensation on the Company’s condensed consolidated balance sheet.

Fixed income available-for-sale securities represent primarily obligations of state and local government agencies. Included in fixed income
available-for-sale securities is approximately $20,428,000 of money market securities classified as cash equivalents. Fixed income and equity
trading securities represent mutual funds held in the Company’s deferred compensation plan. See Note 11 for additional information about the
Company’s deferred compensation plan.

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Included within the Company’s investment portfolio and classified as a long-term asset on its balance sheet is one AA rated student loan
secured auction rate security purchased for $1 million. During the second quarter of 2008, the auction for this security failed. Due to the failed
auction, the Company concluded that this auction rate security represents a Level 3 valuation within the SFAS No. 157 hierarchy. The auction
rate security was valued based on a discounted cash flow analysis and the Company recorded an unrealized loss on the auction rate security
of $125,000, which is reflected in other comprehensive income in the consolidated balance sheet. The Company intends to hold this security
until a future auction is successful or the security is restructured.

Note 4: Property, Equipment and Leasehold Improvements

Fiscal Ye ars
(In thou san ds) 2008 2007
Property:
Land $ 4,450 $ 4,450
Buildings 33,248 32,791
Construction in progress 262 419
Equipment:
Machinery and equipment 26,470 23,602
Office furniture and equipment 6,491 6,061
Leasehold improvements 8,201 6,885
79,122 74,208
Less accumulated depreciation and amortization 47,751 44,799
Property, equipment and leasehold improvements, net $31,371 $29,409

Depreciation and amortization for the fiscal years ended January 2, 2009, December 28, 2007 and December 29, 2006, was $4,109,000, $3,845,000
and $3,614,000, respectively.

Note 5: Goodwill
Below is a breakdown of goodwill, reported by segment as of January 2, 2009:

En vironm e n tal En gine e rin g and

(In thou san ds) an d h e alth othe r scie n tific Total
Goodwill $ 8,099 $ 508 $8,607

There were no changes in the carrying amount of goodwill for the fiscal year ended January 2, 2009. There were no goodwill impairments or
gains or losses on disposals for any portion of the Company’s reporting units during the fiscal year ended January 2, 2009.

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Note 6: Other Significant Balance Sheet Components Total income tax expense for the fiscal years ended January 2,
Account receivable, net 2009, December 28, 2007 and December 29, 2006 consisted of the
following:
Fiscal Ye ars
(In thou san ds) 2008 2007 Fiscal Ye ars
(In thou san ds) 2008 2007 2006
Billed accounts receivable $43,561 $42,967
Unbilled accounts receivable 21,096 19,029 Current
Allowance for doubtful accounts (2,449) (2,177) Federal $12,728 $12,170 $ 9,883
Foreign 755 684 271
Total accounts receivable, net $62,208 $59,819
State 3,195 3,072 2,387
16,678 15,926 12,541
Accounts payable and accrued liabilities Deferred
Federal (1,090) (2,152) (2,567)
Fiscal Ye ars State (254) (490) (590)
(In thou san ds) 2008 2007
(1,344) (2,642) (3,157)
Accounts payable $3,747 $4,117
Accrued liabilities 2,789 3,022 Total $15,334 $13,284 $ 9,384
Total accounts payable and other
accrued liabilities $6,536 $7,139 The Company’s effective tax rate differs from the statutory federal
tax rate of 35% as shown in the following schedule:

Accrued payroll and employee benefits Fiscal Ye ars

(In thou san ds) 2008 2007 2006
Fiscal Ye ars Tax at federal
(In thou san ds) 2008 2007 statutory rate $13,473 $11,767 $8,252
Accrued bonuses payable $19,734 $17,651 State taxes, net of
Accrued 401(k) contributions 5,705 4,965 federal benefit 1,912 1,678 1,168
Accrued vacation 5,744 5,236 Tax exempt interest
Other accrued payroll and income (558) (613) (654)
employee benefits 4,345 2,514 Non-deductible
Total accrued payroll and employee expenses 249 214 190
benefits $35,528 $30,366 Non-deductible stock-
based
Other accrued payroll and employee benefits consist primarily of compensation 56 69 110
accrued wages, payroll taxes and disability insurance programs. Other 202 169 318
Tax expense $15,334 $13,284 $9,384
Note 7: Income Taxes Effective tax rate 39.8% 39.5% 39.8%
Income before income taxes includes income from foreign operations
of $2,485,000, $1,943,000 and $817,000 for fiscal 2008, 2007 and 2006,
respectively.

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The tax effects of temporary differences that give rise to significant The Company adopted the provisions of FASB Interpretation
portions of the deferred tax assets and deferred tax liabilities at No. 48, “Accounting for Uncertainty in Income Taxes”, on
January 2, 2009 and December 28, 2007 are presented in the December 30, 2006. At December 30, 2006, the Company had
following schedule: unrecognized tax benefits of $258,000, which primarily related to
uncertainty regarding the sustainability of certain deductions taken
Fiscal Ye ars on the Company’s federal and state income tax returns. A
(In thou san ds) 2008 2007 reconciliation of the beginning and ending amount of unrecognized
Deferred tax assets: tax benefits is as follows:
Accrued liabilities and
allowances $ 8,892 $ 7,101 Balance at December 30, 2006 $ 258,000
Deferred compensation 5,280 4,308 Additions based on tax positions related to the
Property, equipment and current year 54,000
leasehold improvements — 546 Additions for tax positions of prior years 3,000
Other 435 — Reductions due to lapse of statute of limitations (45,000)
Total deferred tax assets 14,607 11,955 Settlements (5,000)
Deferred tax liabilities: Balance at December 28, 2007 265,000
State taxes (711) (622) Additions based on tax positions related to the
Deductible goodwill (1,947) (1,679) current year 83,000
Property, equipment and Additions for tax positions of prior years 5,000
leasehold improvements (591) — Reductions due to lapse of statute of limitations (38,000)
Other (10) (235) Settlements —
Total deferred tax liabilities (3,259) (2,536) Balance at January 2, 2009 $ 315,000
Net deferred tax assets $11,348 $ 9,419
Unrecognized tax benefits are included in other liabilities in the
Management believes it is more likely than not that the results of accompanying balance sheet. To the extent these unrecognized tax
future operations will generate sufficient taxable income to realize benefits are ultimately recognized, they will impact the effective tax
the net deferred tax assets. rate in a future period. There are no uncertain tax positions whose
resolution in the next 12 months is expected to materially affect
The Company is entitled to a deduction for federal and state tax operating results. The Company’s policy is to recognize interest and
purposes with respect to employees’ stock award activity. The net penalties related to unrecognized tax benefits as income tax expense.
deduction in taxes otherwise payable arising from that deduction Accrued interest and penalties are insignificant at January 2, 2009.
has been credited to additional paid-in capital. For the fiscal years
ended January 2, 2009, December 28, 2007 and December 29, 2006, Deferred income taxes have not been provided on the undistributed
the net deduction in tax payable arising from employees’ stock earnings of foreign subsidiaries. The amount of such earnings at
option activity was $5,551,000, $3,989,000 and $869,000 respectively. January 2, 2009 was $1,232,000. These earnings have been
permanently reinvested and the Company does not plan to initiate
The Company and its subsidiaries file income tax returns in the any action that would precipitate the payment of income taxes
United States federal jurisdiction, California and various other state thereon. It is not practicable to estimate the amount of additional tax
and foreign jurisdictions. The Company is no longer subject to that might be payable on the undistributed foreign earnings.
United States federal income tax examination for years prior to 2005.
The Company is no longer subject to California franchise tax
examinations for years prior to 2004. With few exceptions, the
Company is no longer subject to state and local or non-United
States income tax examination by tax authorities for years prior to
2004.

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Note 8: Stockholders’ Equity
Preferred Stock
The Company has authorized 5,000,000 shares of undesignated
preferred stock with a par value of $0.001 per share. The Company
committed to stockholders in a letter dated May 23, 2006 to limit its
use to 2,000,000 preferred shares, unless the approval of the
Company’s stockholders is obtained subsequently, such as through
a further amendment to the Company’s authorized capital stock.
None of the preferred shares were issued and outstanding at
January 2, 2009 and December 28, 2007.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income consists of cumulative
foreign currency translation adjustments and unrealized gains or
losses on investments.
Treasury Stock
Net losses related to the re-issuance of treasury stock of $9,051,000,
$8,549,000 and $1,290,000 were recorded as a reduction to retained
earnings during fiscal 2008, 2007 and 2006, respectively.
Repurchase of Common Stock
The Company repurchased 1,409,000 shares of its common stock for
$41.3 million during the fiscal year ended January 2, 2009. The
Company repurchased 1,042,000 shares of its common stock for
$24.2 million during the fiscal year ended December 28, 2007. The
Company repurchased 1,853,000 shares of its common stock for
$30.1 million during the fiscal year ended December 29, 2006. As of
January 2, 2009, the Company had remaining authorization under its
stock repurchase plan of $9.9 million to repurchase shares of
common stock.
The 2008 Equity Incentive Plan allows for the award of stock
options, stock awards (including stock units, stock grants and stock
appreciation rights or other similar equity awards) and cash awards
to officers, employees, consultants and non-employee members of
the Board of Directors. The total number of shares available for
issuance under the 2008 Equity Incentive Plan is 1,200,000 shares of
common stock, subject to adjustment resulting from a stock split or
the payment of a stock dividend or any other increase or decrease in
the number of issued shares of the Company’s stock effected
without receipt of consideration by the Company. For the fiscal year
ended January 2, 2009, 8,020 restricted stock unit awards were
granted under the plan, leaving 1,191,980 shares available for grant.
The ESPP allows for officers and employees to purchase common
stock through payroll deductions of up to 15% of a participant’s
eligible compensation. Shares of common stock are purchased under
the ESPP at 95% of the fair market value of the Company’s common
stock on each purchase date. Subject to adjustment resulting from a
stock split or the payment of a stock dividend or any other increase
or decrease in the number of issued shares of the Company’s stock
effected without receipt of consideration by the Company, the total
number of shares available for issuance under the ESPP is 200,000
shares of common stock. For the period ending January 2, 2009,
17,518 shares were purchased under the plan, leaving a balance of
182,482 shares available for purchase. Weighted average purchase
prices for shares sold under all ESPP plans in fiscal 2008, 2007 and
2006 were $29.97, $22.33 and $16.06, respectively.

Note 9: Stock-Based Compensation

On May 29, 2008, the Company’s stockholders approved the 2008
Equity Incentive Plan and the 2008 Employee Stock Purchase Plan
(“ESPP”). The 2008 Equity Incentive Plan and ESPP were previously
adopted by the Company’s Board of Directors on April 8, 2008,
subject to stockholder approval. Upon stockholder approval of the
2008 Equity Incentive Plan and ESPP each of the following plans
were terminated: the 1999 Stock Option Plan, the Restricted Stock
Award Plan, the 1998 Stock Option Plan and the Employee Stock
Purchase Plan established in 1992.

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The number of restricted stock unit awards outstanding as of January 2, 2009 is as follows1:

Nu m be r of W e ighte d-
awards ave rage
ou tstan ding fair valu e
Balance as of December 30, 2005 224,838 $ 11.93
Awards granted 205,068 15.63
Awards vested (100,146) 15.31
Awards cancelled (7,642) 12.26
Balance as of December 29, 2006 322,118 $ 13.22
Awards granted 271,763 18.83
Awards vested (132,128) 18.26
Awards cancelled (9,380) 13.12
Balance as of December 28, 2007 452,373 $ 15.12
Awards granted 240,692 31.58
Awards vested (200,983) 23.35
Awards cancelled (2,982) 24.20
Balance as of January 2, 2009 489,100 $ 19.78

1
Does not include employee stock purchase or stock option plans.

Option activity is as follows1:

W e ighte d- Aggre gate

W e ighte d- ave rage intrin sic
Nu m be r ave rage re m aining value
of share s e xe rcise con tractu al (in
ou tstan ding price te rm (ye ars) thou san ds)
Balance as of December 30, 2005 2,613,612 $ 5.65
Options granted 75,000 15.65
Options cancelled (5,500) 5.24
Options exercised (341,753) 5.18
Balance as of December 29, 2006 2,341,359 $ 6.04
Options granted 100,000 19.10
Options cancelled — —
Options exercised (730,009) 4.43
Balance as of December 28, 2007 1,711,350 $ 7.49
Options granted 60,000 31.01
Options cancelled — —
Options exercised (583,051) 4.59
Balance as of January 2, 2009 1,188,299 $ 10.10 4.47 $ 23,997
Vested and expected to vest at January 2, 2009 1,175,844 $ 9.98 4.43 $ 23,888
Exercisable at January 2, 2009 964,299 $ 7.77 3.72 $ 21,717

1
Does not include restricted stock or employee stock purchase plans

The total intrinsic value of options exercised during the fiscal years
ended January 2, 2009, December 28, 2007 and December 29, 2006
was $14,979,000, $12,980,000 and $3,785,000, respectively. The
aggregate intrinsic value in the table above represents
the total pre-tax intrinsic value (the difference between the
Company’s closing stock price on the last trading day of the fiscal
year ended January 2, 2009, and the exercise price, multiplied by the
number of in-the-money options) that would have been received by
the option holders had all option holders exercised their options on
January 2, 2009. This amount changes based on the fair-value of the
Company’s stock.

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Information regarding options outstanding at January 2, 2009 is summarized below:

O u tstan ding Exe rcisable

W e ighte d- W e ighte d- W e ighte d
Nu m be r ave rage ave rage Nu m be r ave rage
Ran ge of of re m aining e xe rcise of e xe rcise
e xe rcise price options life in ye ars price sh are s price
$3.34-$4.44 150,962 0.93 $ 3.78 150,962 $ 3.78
$5.48-$7.68 581,277 3.50 $ 6.64 581,277 $ 6.64
$11.31-$15.65 296,060 6.01 $ 12.82 207,060 $ 12.48
$18.37-$22.02 100,000 8.14 $ 19.10 25,000 $ 19.10
$31.01-$31.01 60,000 9.09 $ 31.01 — $ —
1,188,299 4.47 $ 10.10 964,299 $ 7.77

Restricted Stock Units
The Company grants restricted stock units to employees and
outside directors. These restricted stock unit grants are designed to
attract and retain employees, and to better align employee interests
with those of the Company’s stockholders. For a select group of
employees, up to 40% of their annual bonus is settled with fully
vested restricted stock unit awards. Under these fully vested
restricted stock unit awards, the holder of each award has the right
to receive one share of the Company’s common stock for each fully
vested restricted stock unit four years from the date of grant. Each
individual who received a fully vested restricted stock unit award is
also granted a matching number of unvested restricted stock unit
awards. These unvested restricted stock unit awards cliff vest four
years from the date of grant, at which time the holder of each award
will have the right to receive one share of the Company’s common
stock for each restricted stock unit award provided the holder of
each award has met certain employment conditions. In the case of
retirement at 59 1/2 years or older, all unvested restricted stock unit
awards will continue to vest provided the holder of each award does
all consulting work through the company and does not become an
employee for a past or present client, beneficial party or competitor
of the company.
The value of these restricted stock unit awards is determined based
on the market price of the Company’s common stock on the date of
grant. The value of fully vested restricted stock unit awards issued
is recorded as a reduction to accrued bonuses. The portion of
bonus expense that the Company expects to settle with fully vested
restricted stock unit awards is recorded as stock-based
compensation during the period the bonus is earned. For the fiscal
years ended January 2, 2009, December 28, 2007 and December 29,
2006, the Company recorded stock-based compensation expense
associated with accrued bonus awards of $4,066,000, $3,565,000 and
$2,217,000, respectively.
The Company recorded stock-based compensation expense
associated with the unvested restricted stock unit awards of
$3,032,000, $1,887,000 and $1,223,000 during the fiscal years ended
January 2, 2009, December 28, 2007 and December 29, 2006,
respectively.
Stock Options
The Company currently grants stock options under the 2008 Equity
Incentive Plan. Options are granted for terms of ten years and
generally vest ratably over a four-year period from the grant date.
The Company grants options at exercise prices equal to the fair
value of the Company’s common stock on the date of grant. During
the fiscal years ended January 2, 2009, December 28, 2007 and
December 29, 2006, respectively, the Company recorded stock-based
compensation expense of $231,000, $447,000 and $862,000
associated with stock options granted prior to, but not yet vested as
of December 30, 2005. During the fiscal years ended January 2,
2009, December 28, 2007 and December 29, 2006, respectively, the
Company recorded stock-based compensation expense of $499,000,
$296,000 and $112,000 associated with stock options granted after
December 30, 2005.

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Stock-Based Compensation
The Company uses the Black-Scholes option-pricing model to
determine the fair value of options granted. The determination of the
fair value of stock-based payment awards on the date of grant using
an option-pricing model is affected by the Company’s stock price as
well as assumptions regarding a number of complex and subjective
variables. These variables include expected stock price volatility
over the term of the award, actual and projected employee stock
option exercise behaviors, the risk-free interest rate and expected
dividends.
The Company used historical exercise and post-vesting forfeiture
and expiration data to estimate the expected term of options granted.
The historical volatility of the Company’s common stock over a
period of time equal to the expected term of the options granted was
used to estimate expected volatility.
The risk-free interest rate used in the option-pricing model was
based on United States Treasury zero coupon issues with remaining
terms similar to the expected term on the options. The Company
does not anticipate paying any cash dividends in the foreseeable
future and therefore used an expected dividend yield of zero in the
option-pricing model. The Company is required to estimate
forfeitures at the time of grant and revise those estimates in
subsequent periods if actual forfeitures differ from those estimates.
Historical data was used to estimate pre-vesting option forfeitures
and stock-based compensation expense was recorded only for those
awards that are expected to vest. All share based payment awards
are recognized on a straight-line basis over the requisite service
periods of the awards.

The assumptions used to value option grants for the fiscal years ended January 2, 2009, December 28, 2007 and December 29, 2006 are as
follows:

S tock O ption Plan

2008 2007 2006
Expected life (in years) 6.7 6.4 6.6
Risk-free interest rate 3.1% 4.8% 4.6%
Volatility 35% 35% 39%
Dividend yield 0% 0% 0%

The weighted-average fair value of options granted during the fiscal years ended January 2, 2009, December 28, 2007 and December 29, 2006
were $12.82, $8.48 and $7.47, respectively.

The amount of stock-based compensation expense recognized in the Company’s consolidated statements of income for the fiscal years ended
January 2, 2009, December 28, 2007 and December 29, 2006 is as follows:

(In thou san ds) 2008 2007 2006

Compensation and related expenses:
Restricted stock units $6,966 $5,325 $3,344
Stock option grants 730 743 974
Sub-total 7,696 6,068 4,318
General and administrative expenses:
Restricted stock units 132 127 96
Sub-total 132 127 96
Total stock-based compensation expense $7,828 $6,195 $4,414

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A summary of the Company’s unvested stock options is as follows:

Un ve ste d W e ighte d-
options ave rage
ou tstan ding fair valu e
Balance of unvested stock options as of December 30, 2005 609,038 $ 4.58
Options granted 75,000 7.47
Options vested (326,788) 4.37
Options forfeited (1,500) 3.83
Balance of unvested stock options as of December 29, 2006 355,750 $ 5.38
Options granted 100,000 8.48
Options vested (187,750) 4.74
Options forfeited — —
Balance of unvested stock options as of December 28, 2007 268,000 $ 6.99
Options granted 60,000 12.82
Options vested (104,000) 6.68
Options forfeited — —
Balance of unvested stock options as of January 2, 2009 224,000 $ 8.70

Note 10: Retirement Plans
The Company provides a 401(k) plan for its employees whereby the
Company contributes to each eligible employee’s 401(k) account 7%
of the employee’s eligible base salary plus overtime. The employee
does not need to make a contribution to the plan to be eligible for
the Company’s 7% contribution. To be eligible under the plan, an
employee must be at least 21 years of age and be either a full-time or
part-time salaried employee. The 7% Company contribution will vest
20% per year for the first 5 years of employment and then
immediately thereafter. The Company’s expenses related to this plan
were $5,662,000, $4,587,000, and $4,673,000 in fiscal 2008, 2007, and
2006, respectively.
Note 11: Deferred Compensation Plan
The Company maintains a nonqualified deferred compensation plan
for the benefit of a select group of highly compensated employees.
Under this plan participants may elect to defer up to 100% of their
compensation. Net employee deferrals were $824,000, $66,000, and
$720,000 during fiscal years 2008, 2007, and 2006, respectively.
December 28, 2007, vested amounts due under the plan totaled $5.0
million and $5.9 million, respectively. Changes in the liability are
recorded as adjustments to compensation expense. During the fiscal
years 2008, 2007, and 2006, the Company recognized compensation
expense of $(2,053,000), $270,000, and $479,000, respectively, as a
result of a (decrease) increase in the market value of the trust assets,
with a corresponding amount being recorded as other income.
Note 12: Inventory
At January 2, 2009, the Company had $213,000 of raw materials
inventory included in prepaid expenses and other current assets in
the accompanying balance sheet. At December 28, 2007, the
Company had $181,000 and $1,620,000 of raw materials and finished
goods inventory, respectively, included in prepaid expenses and
other current assets in the accompanying balance sheet. Inventory
is stated at the lower of cost or market using the specific
identification method.

Company assets that are earmarked to pay benefits under the plan
are held in a rabbi trust and are subject to the claims of the
Company’s creditors. As of January 2, 2009 and December 28, 2007,
the invested amounts under the plan totaled $5.0 million and $6.2
million, respectively. These assets are classified as trading securities
and are recorded at fair market value with changes recorded as
adjustments to other income and expense. As of January 2, 2009 and

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Note 13: Commitments and Contingencies Note 14: Other Income, Net
The following is a summary of the future minimum payments, net of Interest and other income, net, consisted of the following:
sub-lease income, required under non-cancelable operating leases,
with terms in excess of one year, as of January 2, 2009: Fiscal Ye ars
(In thou san ds) 2008 2007 2006
(In thou san ds) Le ase S u b-le ase Interest income $ 1,718 $1,835 $1,942
Fiscal ye ar com m itm e n ts incom e Total
Interest expense (11) (14) (15)
2009 $ 5,741 $ (106) $ 5,635
Rental income 1,544 1,140 719
2010 4,267 — 4,267
Gain (loss) on deferred
2011 3,560 — 3,560
compensation
2012 3,335 — 3,335
investments (2,053) 356 581
2013 1,552 — 1,552
Gain on foreign exchange 465 118 68
Thereafter 4,015 — 4,015
Other 109 246 94
$ 22,470 $ (106) $22,364
Total $ 1,772 $3,681 $3,389
Total rent expense from property leases in 2008, 2007, and 2006 was
$5,110,000, $4,996,000, and $4,804,000, respectively. Total expense Note 15: Industry and Client Credit Risk
from other operating leases and commitments in 2008, 2007, and 2006 The Company serves clients in various segments of the economy.
was $1,477,000, $1,016,000, and $938,000, respectively. During 2008, 2007, and 2006, the Company provided services
representing approximately 14%, 14%, and 17%, respectively, of
In July, 2008, the Company was served with a writ by a former
revenues to clients and to organizations and insurers acting on
client. The writ did not articulate a claim. The Company met with the
behalf of clients in the transportation industry. During 2008, 2007,
former client in November of 2008 and again in January of 2009 and
and 2006 the Company derived approximately 15%, 14%, and 10%,
learned in those discussions of potential claims against the
respectively, of revenues from government agencies and
Company related to an adverse verdict against the former client. The
contractors.
adverse verdict is currently under appeal. The former client claims
that this adverse verdict was due to the testimony delivered by one The Company derived 13% and 12% of revenues from agencies of
of the Company’s employees. Given the uncertainty as to whether the United States federal government for the years ended January 2,
the claimant will incur a loss (it may prevail on appeal), whether it 2009 and December 28, 2007, respectively. No single customer
will choose to pursue one or more claims against the Company and comprised more than 10% of the Company’s revenues for the year
the nature of the potential claims against the Company, an estimated ended December 29, 2006. Agencies of the United States federal
loss cannot be determined at this time. The Company believes it has government comprised 11% and 10% of the Company’s accounts
a strong defense against all such potential claims and intends to receivable at January 2, 2009 and December 28, 2007, respectively.
vigorously defend itself. Further, the Company believes that some
of the potential claims would be covered by insurance. Although
the Company’s ultimate liability in this matter (if any) cannot be
determined, based upon information currently available, the
Company believes the ultimate resolution of these potential claims
will not have a material adverse effect on its financial condition,
results of operations or liquidity.

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Note 16: Supplemental Cash Flow Information Operating Income

The following is supplemental disclosure of cash flow information:
Fiscal Ye ars
(In thou san ds) 2008 2007 2006
Fiscal Ye ars
(In thou san ds) 2008 2007 2006
Engineering and other
Cash paid during the year: scientific $ 44,605 $ 39,629 $ 33,414
Income taxes $14,432 $12,551 $9,730 Environmental and health 13,852 12,380 6,563
Non-cash investing and Total segment operating
financing activities: income 58,457 52,009 39,977
Capital leases for Corporate operating expense (21,735) (22,065) (19,788)
equipment $ 17 $ — $ 147 Total operating income $ 36,722 $ 29,944 $ 20,189
Unrealized (loss) gain
on investments $ (138) $ 104 $ 47
Capital Expenditures
Vested stock unit
awards granted to Fiscal Ye ars
settle accrued bonus $ 3,637 $ 2,288 $1,450 (In thou san ds) 2008 2007 2006
Stock repurchases Engineering and other scientific $4,365 $2,672 $2,026
payable to broker $ — $ 315 $ — Environmental and health 145 105 356
Total segment capital expenditures 4,510 2,777 2,382
Note 17: Segment Reporting Corporate capital expenditures 1,136 900 823
The Company reports two operating segments based on two Total capital expenditures $5,646 $3,677 $3,205
primary areas of service. One operating segment is a broad service
group providing technical consulting in different practices primarily
Depreciation and Amortization
in the areas of impending litigation and technology development.
The Company’s other operating segment provides services in the
Fiscal Ye ars
area of environmental, epidemiology and health risk analysis. This (In thou san ds) 2008 2007 2006
operating segment provides a wide range of consulting services Engineering and other scientific $2,718 $2,647 $2,471
relating to environmental hazards and risks and the impact on both Environmental and health 192 179 164
human health and the environment.
Total segment depreciation and
Segment information is presented for selected data from the amortization 2,910 2,826 2,635
statements of income and statements of cash flows for fiscal years Corporate depreciation and
2008, 2007, and 2006. Segment information for selected data from the amortization 1,199 1,019 993
balance sheets is presented for the fiscal years ended January 2, Total depreciation and
2009 and December 28, 2007. amortization $4,109 $3,845 $3,628

Revenues

Fiscal Ye ars
(In thou san ds) 2008 2007 2006
Engineering and other
scientific $176,879 $157,987 $ 130,960
Environmental and
health 51,959 47,161 37,536
Total revenues $228,838 $205,148 $ 168,496

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Table of Contents

Information regarding the Company’s operations in different Note 18: Mortgage Note
geographical areas: The Company had a revolving reducing mortgage note secured by
its Silicon Valley headquarters building. As of January 2, 2009, the
Property, Equipment and Leasehold Improvements, net Company had $0 outstanding and available borrowings of $15.4
million. The mortgage note expired on January 31, 2009 and was not
Fiscal Ye ars
renewed by the Company.
(In thou san ds) 2008 2007
United States $31,123 $29,081
Note 19: Subsequent Event
Foreign Countries 248 328
Total $31,371 $29,409 On February 19, 2009, the Company’s Board of Directors authorized
an additional $25.1 million for the repurchase of the Company’s
common stock.
Revenues (1)

Fiscal Ye ars
(In thou san ds) 2008 2007 2006
United States $213,417 $193,260 $ 155,947
Foreign Countries 15,421 11,888 12,549
Total $228,838 $205,148 $ 168,496
(1)
Geographic revenues are allocated based on the location of the
client.

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Comparative Quarterly Financial Data (unaudited)

Summarized quarterly financial data is as follows:

Fiscal 2008 March 28, Ju n e 27, S e pte m be r 26, Janu ary 2,

(In thou san ds, e xce pt pe r sh are data) 2008 2008 2008 2009
Revenues before reimbursements $ 52,022 $ 50,801 $ 51,751 $ 51,620
Revenues 56,260 54,956 58,730 58,892
Operating income 10,095 8,809 9,688 8,130
Income before income taxes 10,532 9,627 10,042 8,293
Net income $ 6,347 $ 5,793 $ 5,942 $ 5,078
Net income per share
Basic $ 0.43 $ 0.38 $ 0.40 $ 0.36
Diluted $ 0.40 $ 0.36 $ 0.38 $ 0.34
Shares used in per share computations
Basic 14,847 15,086 14,736 14,210
Diluted 15,991 16,100 15,709 15,135

Fiscal 2007 March 30, Ju n e 29, S e pte m be r 28, De ce m be r 28,

(In thou san ds, e xce pt pe r sh are data) 2007 2007 2007 2007
Revenues before reimbursements $ 45,433 $ 45,816 $ 44,916 $ 46,974
Revenues 48,873 50,637 48,904 56,734
Operating income 7,459 7,060 7,463 7,962
Income before income taxes 8,338 8,328 8,303 8,656
Net income $ 5,055 $ 5,002 $ 5,037 $ 5,247
Net income per share
Basic $ 0.34 $ 0.33 $ 0.34 $ 0.35
Diluted $ 0.31 $ 0.30 $ 0.31 $ 0.33
Shares used in per share computations
Basic 15,049 15,193 14,902 14,885
Diluted 16,377 16,532 16,163 16,140

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXPONENT, INC.
(Registrant)

Date: February 24, 2009 /s/ Richard L. Schlenker, Jr.

Richard L. Schlenker, Jr., Chief Financial Officer and
Corporate Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated:

S ignature Title Date

/s/ Michael R. Gaulke Chief Executive Officer and February 24, 2009
Michael R. Gaulke Chairman of the Board of Directors

/s/ Richard L. Schlenker, Jr. Chief Financial Officer and Corporate Secretary February 24, 2009
Richard L. Schlenker, Jr. (Principal Financial and Accounting Officer)

/s/ Samuel H. Armacost Director February 24, 2009

Samuel H. Armacost

/s/ Jon R. Katzenbach Director February 24, 2009

Jon R. Katzenbach

/s/ Stephen C. Riggins Director February 24, 2009

Stephen C. Riggins

/s/ John B. Shoven Director February 24, 2009

John B. Shoven, Ph.D.

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Table of Contents

Schedule II
Valuation and Qualifying Accounts

Addition s De le tion s (1)

Accou n ts
Balan ce at Provision Provision W ritte n -off Balan ce
Be ginn ing C h arge d to C h arge d to Ne t of at En d of
(In thou san ds) of Ye ar Expe n se Re ve n u e s Re cove rie s Ye ar
Year Ended January 2, 2009
Allowance for Bad Debt $ 566 $ 680 $ — $ (683) $ 563
Allowance for Revenue $ 1,611 $ — $ 2,071 $ (1,796) $ 1,886
Year Ended December 28, 2007
Allowance for Bad Debt $ 592 $ 498 $ — $ (524) $ 566
Allowance for Revenue $ 1,201 $ — $ 1,988 $ (1,578) $ 1,611
Year Ended December 29, 2006
Allowance for Bad Debt $ 513 $ 199 $ — $ (120) $ 592
Allowance for Revenue $ 709 $ — $ 1,435 $ (943) $ 1,201
(1)
Balance includes currency translation adjustments.

Recoveries of accounts receivable were $63,000, $14,000, and $58,000 for the years ended January 2, 2009, December 28, 2007, and
December 29, 2006, respectively.

Schedules other than above have been omitted since they are either not required, not applicable, or the information is otherwise included in
the Report.

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Table of Contents

EXHIBIT INDEX

The following exhibits are filed as part of, or incorporated by reference into (as indicated parenthetically), the Annual Report on
Form 10-K:

3.1(i) Restated Certificate of Incorporation of the Company (incorporated by reference from the Company’s Registration Statement on
Form S-1 as filed on June 25, 1990, registration number 33-35562).
3.1(ii) Certificate of Amendment of Restated Certificate of Incorporation of the Company (incorporated by reference from the Company’s
Current Report on Form 8-K filed on May 24, 2006).
3.2 Amended and Restated Bylaws of the Company (incorporated by reference from the Company’s Registration statement on Form S-
1 as filed on June 25, 1990, registration number 33-35562).
4.1 Specimen copy of Common Stock Certificate of the Company (incorporated by reference from the Company’s Registration
Statement on Forms S-1 as filed on June 25, 1990, registration number 33-35562).
*10.1 1990 Stock Option and Rights Plan, as amended through March 31, 1993 (incorporated by reference from the Company’s Annual
Report on Form 10-K for the fiscal year ended May 28, 1993).
*10.2 Form of Incentive Stock Option Agreement under the 1990 Stock Option and Rights Plan (incorporated by reference from the
Company’s Registration Statement on Form S-1 as filed on June 25, 1990, registration number 33-35562).
*10.3 Form of Nonqualified Stock Option Agreement under the 1990 Stock Option and Rights Plan (incorporated by reference from the
Company’s Registration Statement on Form S-1 as filed on June 25, 1990, registration number 33-35562).
10.5 Zarnowicka Elektrownia Gazowa, joint venture, dated September 8, 1994 (incorporated by reference from the Company’s Annual
Report on Form 10-K for the fiscal year ended December 30, 1994).
*10.6 Exponent, Inc. 1998 Non Statutory Stock Option Plan dated October 24, 1998 (incorporated by reference from the Company’s
Annual Report on Form 10-K for the fiscal year ended January 1, 1999).
10.7 Revolving reducing note with Wells Fargo Bank dated January 27, 1999 (incorporated by reference from the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 1999).
10.8 Exponent, Inc. 401(k) Savings Plan dated March 1, 1998 and restated effective January 2, 1999 (incorporated by reference from the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
10.10 Exponent, Inc. 1999 Stock Option Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1999).
*10.11 Exponent, Inc. 1999 Restricted Stock Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 1999).
10.12 First Amendment to Exponent, Inc. 401(k) Savings Plan dated March 1, 1998 and restated effective January 2, 1999 (incorporated by
reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2001).
10.13 Second Amendment to Exponent, Inc. 401(k) Savings Plan dated March 1, 1998 and restated effective January 2, 1999 (incorporated
by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2001).

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10.14 Third Amendment to Exponent, Inc. 401(k) Savings Plan dated March 1, 1998 and restated effective January 2, 1999 (incorporated
by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2003).
10.15 Commercial Lease No. 03-53542 between the Company and the Arizona State Land Department, effective January 17, 1998
(incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2003).
10.16 Fourth Amendment to Exponent, Inc. 401(k) Savings Plan dated March 1, 1998 and restated effective January 2, 1999 (incorporated
by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2004).
*10.17 Exponent Nonqualified Deferred Compensation Plan (incorporated by reference from the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2004).
10.18 Fifth Amendment to Exponent, Inc. 401(k) Savings Plan dated March 1, 1998 and restated effective January 2, 1999 (incorporated by
reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2005).
*10.19 Form of Indemnification Agreement entered into or proposed to be entered into between the Company and its officers and
directors (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2006).
10.20 Services Agreement between the Company and Exponent Engineering P.C. (incorporated by reference from the Company’s
Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2006).
*10.21 Employment Offer Letter between the Company and Dr. Elizabeth Anderson (incorporated by reference from the Company’s
Current Report on Form 8-K filed on August 9, 2006).
*10.22 Employment Agreement between the Company and Roger L. McCarthy (incorporated by reference from the Company’s Current
Report on Form 8-K filed on January 16, 2007).
10.23 Sixth Amendment to Exponent, Inc. 401(k) Savings Plan dated March 1, 1998 and restated effective January 2, 1999 (incorporated
by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2006).
10.24 Amendment No. 1 to Exponent, Inc. 1998 Nonstatutory Stock Option Plan dated January 29, 2007 (incorporated by reference from
the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2006).
10.25 Amendment No. 1 to Exponent, Inc. 1999 Stock Option Plan dated January 29, 2007 (incorporated by reference from the Company’s
Annual Report on Form 10-K for the fiscal year ended December 29, 2006).
10.26 Amendment No. 1 to Exponent, Inc. 1999 Restricted Stock Plan dated January 29, 2007 (incorporated by reference from the
Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2006).
10.27 Seventh Amendment to Exponent, Inc. 401(k) Savings Plan dated March 1, 1998 and restated effective January 2, 1999
(incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2007).
10.28 2008 Employee Stock Purchase Plan.
*10.29 2008 Equity Incentive Plan.
*10.30 Form of Stock Option Agreement under the 2008 Equity Incentive Plan.
*10.31 Form of Restricted Stock Unit Employee Bonus Grant Agreement under the 2008 Equity Incentive Plan.
*10.32 Form of Restricted Stock Unit Employee Matching Grant Agreement under the 2008 Equity Incentive Plan.
*10.33 Form of Restricted Stock Unit Director Grant Agreement under the 2008 Equity Incentive Plan.
*10.34 Amended and Restated Restricted Stock Unit Bonus Grant Agreement under the 1999 Restricted Stock Plan.
*10.35 Amended and Restated Restricted Stock Unit Matching Grant Agreement under the 1999 Restricted Stock Plan.
*10.36 Amended and Restated Restricted Stock Unit Director Grant Agreement under the 1999 Restricted Stock Plan.
21.1 List of subsidiaries.
23.1 Consent of Independent Registered Public Accounting Firm.
31.1 Certification of Chief Executive Officer as required by Rule 13a – 14(a) of the Securities Exchange Act of 1934.
31.2 Certification of Chief Financial Officer as required by Rule 13a – 14(a) of the Securities Exchange Act of 1934.
32.1 Certification of Chief Executive Officer as required by Rule 13a – 14(b) of the Securities Exchange Act of 1934.
32.2 Certification of Chief Financial Officer as required by Rule 13a – 14(b) of the Securities Exchange Act of 1934.

* Indicates management compensatory plan, contract or arrangement

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Exhibit 10.28

EXPONENT, INC.
2008 EMPLOYEE STOCK PURCHASE PLAN

1. ESTABLISHMENT OF PLAN
Exponent, Inc. (the “Company”) adopted this plan in 2008 to grant options for the purchase of shares (“Shares”) of the Company’s
Common Stock to eligible employees of the Company and Subsidiaries (as hereinafter defined) pursuant to this Employee Stock Purchase Plan
(the “Plan”). For purposes of this Plan, “parent corporation” and “Subsidiary” (collectively, “Subsidiaries”) shall have the same meanings as
“parent corporation” and “subsidiary corporation” in Section 424, of the Internal Revenue Code of 1986, as amended (the “Code”). The
Company intends that the Plan shall qualify as an “employee stock purchase plan” under Section 423 of the Code (including any amendments
or replacements of such section), and the Plan shall be so construed. Any term not expressly defined in the Plan but defined for purposes of
Section 423 of the Code shall have the same definition in this Plan. A total of 200,000 Shares of Common Stock may be issued under the Plan.
Such number shall be subject to adjustments effected in accordance with Section 14 of the Plan.

2. PURPOSES
The purpose of the Plan is to provide employees of the Company and any Subsidiary designated by the Company’s Board of Directors
(the “Board”) as one whose employees are eligible to participate in the Plan with a convenient means to acquire an equity interest in the
Company through payroll deductions, to enhance such employees’ sense of participation in the affairs of the Company and Subsidiaries, and
to provide an incentive for continued employment.

3. ADMINISTRATION
(a) The Plan is administered by the Board or by a committee designated by the Board (in which event all references herein to the Board
shall be to the committee). Subject to the provisions of the Plan and the limitations of Section 423 of the Code or any successor provision in
the Code, all questions of interpretation or application of the Plan shall be determined by the Board and its decisions shall be final and binding
upon all participants. Members of the Board shall receive no compensation for their services in connection with the administration of the Plan,
other than standard fees as established from time to time by the Board of Directors of the Company for services rendered by Board members
serving on Board committees. All expenses incurred in connection with the administration of the Plan shall be paid by the Company.

(b) The Board (or the committee) shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine when and how options to purchase Shares shall be granted and the provisions of each Offering Period (which
need not be identical);

(ii) To designate from time to time a Subsidiary as one whose employees shall be eligible to participate in the Plan (any such
designated Subsidiary, a “Designated Corporation”);

(iii) To construe and interpret the Plan and rights to purchase (options on) Shares, and to establish, amend and revoke rules and
procedures for its administration, including that the Board, in the exercise of this power, may correct any defect, omission or inconsistency in
the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective;

(iv) To amend or terminate the Plan as provided in Section 24 below;

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(v) To adopt rules and procedures (including sub-plans and/or special provisions) relating to the operation and administration of
the Plan to permit participation in the Plan by employees who are foreign nationals or employed outside the United States; and

(vi) Generally, to exercise such powers and to perform such acts it deems necessary, desirable, convenient or expedient to promote
the best interests of the Company and its Subsidiaries and to carry out that intent that the Plan be treated as an “employee stock purchase
plan” under Section 423 of the Code.

4. ELIGIBILITY
Any employee of the Company or any of its Subsidiaries whom the Board designates as a participating Subsidiary (a “Designated
Subsidiary”) is eligible to participate in an Offering Period (as hereinafter defined) under the Plan except the following:

(a) employees who are not employed by the Company or a Designated Subsidiary on a date specified by the Board before the beginning
of such Offering Period;

(b) employees who are customarily employed for less than 20 hours per week;

(c) employees who are customarily employed for less than 5 months in a calendar year;

(d) employees who, together with any other person whose stock would be attributed to such employee pursuant to Section 425(d) of the
Code, own stock or hold options to purchase stock or who, as a result of being granted an option under the Plan with respect to such Offering
Period, would own stock or hold options to purchase stock possessing 5 percent or more of the total combined voting power or value of all
classes of stock of the Company or any of its Subsidiaries; and

(e) individuals who provide services to the Company or a Designated Subsidiary as independent contractors who are reclassified as
common law employees for any reason except for federal income and employment tax purposes.

5. OFFERING PERIODS; OFFERING DATES; AND PURCHASE DATES

(a) Each Offering Period under the Plan (each an “Offering Period”) shall be of the duration provided for or permitted herein. The first
trading day (a day on which the Common Stock trades on the principal exchange or system on which the Common Stock is listed) of each
Offering Period is referred to as the “Offering Date.” The Board may but need not provide for multiple purchases within a single Offering
Period. The Board shall have the power to change the duration of Offering Periods without stockholder approval. The last trading day of each
Offering Period (or in the case of an Offering Period encompassing multiple purchases, each such purchase period) is hereinafter referred to as
the “Purchase Date.”

(b) Subject to Section 5(c) below, each Offering Period shall be of three months’ duration commencing on the first business day of each
fiscal quarter and ending on the last business day of the fiscal quarter, and shall have a single Purchase Date.

(c) Notwithstanding 5(b) above and the other provisions of the Plan, the Board of Directors may, but need not, vary the terms and
structure of the Offering Periods under this Plan, on such basis as it shall determine in its sole discretion (including without limitation, the
length of each Offering Period and Offering Periods during which more than one Purchase Date shall occur; provided however that no Offering
Period may have a duration in excess of twenty-seven (27) months (or such longer period as may be permitted under Code Section 423).

6. PARTICIPATION IN THE PLAN

An eligible employee may become a participant in an Offering Period under the Plan if (a) as of the Offering Date with respect to the
Offering Period he or she satisfies the eligibility requirements set forth above, and

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(b) prior to such Offering Date (at such time and in such manner as may be specified with respect to such Offering Period) he or she delivers to
the Company or its authorized representative a subscription agreement indicating his or her desire to enroll in the Offering Period and
authorizing payroll deductions in a manner consistent with Section 9 below. An eligible employee who does not timely deliver a subscription
agreement by the date specified in advance of the applicable Offering Date shall not participate in that Offering Period and shall not participate
in any subsequent Offering Period unless such employee enrolls in the Plan by timely delivering a subscription agreement to the Company or
its representative prior the Offering Date of the applicable, subsequent Offering Period. Once an employee becomes a participant in an Offering
Period, such employee will automatically participate in the Offering Period commencing immediately following the last day of that Offering
Period unless the employee withdraws from the Plan or terminates further participation in the Offering Period as set forth in Section 11 below.
Such participant is not required to file any additional subscription agreements in order to continue participation in the Plan with respect to
subsequent Offering Periods. Any participant who has not withdrawn from the Plan pursuant to Section 11 below will automatically be re-
enrolled in the Plan and granted a new option on the Offering Date of the next Offering Period.

7. GRANT OF OPTION
(a) Each employee enrolled in an Offering Period will be granted on the Offering Date an option to purchase on each Purchase Date up to
that number of Shares determined by dividing the amount accumulated in such employee’s payroll deduction account during such Offering
Period by the Purchase Price (as defined in Section 8 below) applicable to that Offering Period.

(b) In no event, however, shall the number of Shares of the Company’s Common Stock subject to any option granted pursuant to this
Plan exceed the limitations set forth in Section 10 below. The Purchase Price and fair market value of a Share shall be determined as provided in
Section 8 hereof.

8. PURCHASE PRICE
The “Purchase Price” per Share at which a Share will be sold in any Offering Period shall be ninety-five percent (95%) of the fair market
value on the applicable Purchase Date. For purposes of the Plan, the term “fair market value” on a given date shall mean: (a) the closing price
on the Purchase Date of a Share as reported on the Nasdaq Stock Market (or any other exchange or market quotation system that is then the
primary exchange or market on which the Common Stock trades), (b) if the relevant date does not fall on a trading day, the closing price of a
Share as of the last preceding day on which the Common Stock traded, or (c) such other value as the Board determines in its good faith
judgment to be a reasonable valuation for a Share as of such date.

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9. PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE OF SHARES

(a) The aggregate purchase price of the Shares is accumulated by regular payroll deductions made during each Offering Period. The
deductions are made as a percentage of the employee’s compensation in one percent (1%) increments not less than one percent (1%) nor
greater than fifteen percent (15%). Compensation shall mean all base straight-time gross earnings including commissions, overtime and paid-
time off but exclusive of shift premiums, incentive compensation, bonuses, any amounts relating to Company equity awards, and other
compensation not listed above; provided, however, that for purposes of determining a participant’s compensation, any election by such
participant to reduce his or her regular cash remuneration under Sections 125 or 401(k) of the Code shall be treated as if the participant did not
make such election. Payroll deductions shall commence on the first payroll date following the Offering Date and shall continue until the last
payroll date immediately preceding the Purchase Date unless sooner altered or terminated as provided in the Plan.

(b) Except pursuant to a withdrawal from the Plan under Section 11 below (in which case all payroll deductions shall cease), a participant
may not change his or her rate of payroll deductions during an Offering Period. A participant may increase or decrease the rate of payroll
deductions for any subsequent Offering Period by filing with the Administrator a new authorization for payroll deductions on a date specified
by the Board prior to the beginning of such Offering Period.

(c) All payroll deductions made for a participant are credited to his or her account under the Plan and are deposited with the general
funds of the Company. No interest accrues on the payroll deductions. All payroll deductions received or held by the Company may be used
by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.

(d) On each Purchase Date, so long as the Plan remains in effect and provided that the participant has not withdrawn from that Offering
Period under the Plan in accordance with the provisions of Section 11 below before that date, the Company shall apply the funds then in the
participant’s account to the purchase of whole Shares reserved under the option granted to such participant with respect to the Offering
Period to the extent that such option is exercisable on the Purchase Date. The Purchase Price per Share shall be as specified in Section 8 of the
Plan. Any cash remaining in a participant’s account after such purchase of Shares shall be refunded (without interest) to such participant in
cash; provided, however, that any amount remaining in such participant’s account on a Purchase Date which is less than the amount
necessary to purchase a full Share of Common Stock of the Company shall be carried forward, without interest, into the next Offering Period (or
in the event of an Offering Period during which multiple purchase will occur, into the next applicable purchase period within the Offering
Period). In the event that the Plan has been oversubscribed as provided in Section 10(c), all funds not used to purchase Shares on the
Purchase Date shall be returned to the participant (without interest). No Shares shall be purchased on a Purchase Date on behalf of any
employee whose participation in the Plan has terminated prior to such Purchase Date.

(e) As promptly as practicable after the Purchase Date, the Company shall arrange the delivery to each participant, as appropriate, of a
certificate representing the Shares purchased upon exercise of his option; provided that the Company may deliver certificates to a broker or
brokers that hold such certificate in street name for the benefit of each such participant.

(f) During a participant’s lifetime, such participant’s option to purchase Shares hereunder is exercisable only by him or her. The
participant will have no interest or voting right in Shares covered by his or her option until such option has been exercised. Shares to be
delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant and his or her spouse
provided that shares may be registered to a broker or brokers that hold such shares in street name for the benefit of each participant.

10. LIMITATIONS ON SHARES TO BE PURCHASED

(a) No employee shall be entitled to purchase Shares under the Plan at a rate which, when aggregated with his or her rights to purchase
Shares of Common Stock under all other employee stock purchase plans of the Company or any Subsidiary, exceeds $25,000 in fair market
value, determined as of the date such right is granted (or such other limit as may be imposed by the Code) for each calendar year in which the
employee participates in the Plan.

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(b) Subject to Sections 9(a), 10(a) and 14(a) of the Plan, the maximum number of Shares that a participant may purchase on any single
Purchase Date shall not exceed 2,500 Shares (the “Maximum Share Amount”); provided that prior to the commencement of any Offering Period,
the Board may, in its sole discretion and without stockholder approval, change the Maximum Share Amount with respect to that Offering
Period. If a new Maximum Share Amount is set, then all participants must be notified of such Maximum Share Amount prior to the
commencement of the next Offering Period. Once a Maximum Share Amount is set, it shall continue to apply in respect of all succeeding
Purchase Dates and Offering Periods unless revised by the Board as set forth above.

(c) If the number of Shares to be purchased on a Purchase Date by all employees participating in the Plan exceeds the number of Shares
then available for issuance under the Plan, the Company will make a pro rata allocation of the remaining Shares in as uniform a manner as shall
be practicable and as the Board shall determine to be equitable. In such event, the Company shall give written notice of such reduction of the
number of Shares to be purchased under a participant’s option to each employee affected thereby.

(d) Any payroll deductions accumulated in a participant’s account which are not used to purchase stock due to the limitations in this
Section 10 shall be returned to the participant (without interest) as soon as practicable after the end of the Offering Period in the manner set
forth in Section 9(d).

11. WITHDRAWAL
(a) Each participant may withdraw from an Offering Period under the Plan by signing and delivering to the Administrator notice on a form
provided for such purpose. Such withdrawal may be elected at any time prior to the end of an Offering Period at such time and in such manner
as the Board specifies.

(b) Upon withdrawal from the Plan, the accumulated payroll deductions shall be returned (without interest) to the withdrawn employee
and his or her interest in the Plan shall terminate. In the event an employee voluntarily elects to withdraw from the Plan, he or she may not
resume his or her participation in the Plan during the same Offering Period, but he or she may participate in any Offering Period under the Plan
which commences on a date subsequent to such withdrawal by filing a new authorization for payroll deductions in the same manner as set
forth in Section 6 above for initial participation in the Plan.

12. TERMINATION OF EMPLOYMENT

Termination of a participant’s employment for any reason, including retirement or death, or the failure of a participant to remain an
eligible employee as set forth in Section 4 terminates his or her participation in the Plan immediately. In such event, the payroll deductions
credited to the participant’s account will be returned to him or her or, in the case of his or her death, to his or her legal representative. For this
purpose, an employee will not be deemed to have terminated employment or failed to remain in the continuous employ of the Company in the
case of sick leave, military leave, or any other leave of absence approved by the Board of Directors of the Company; provided that such leave
is for a period of not more than ninety (90) days or, if such leave is longer than ninety (90) days, reemployment upon the expiration of such
leave is guaranteed by contract or statute.

13. RETURN OF PAYROLL DEDUCTIONS

In the event an employee’s interest in the Plan is terminated by withdrawal, termination of employment or otherwise, or in the event the
Plan is terminated by the Board, the Company shall promptly deliver to the employee all payroll deductions credited to his or her account. No
interest shall accrue on the payroll deductions of a participant in the Plan.

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14. CAPITAL CHANGES

Subject to any required action by the stockholders of the Company, the number of Shares covered by each option under the Plan which
has not yet been exercised, the Maximum Share Amount set forth in Section 10(b) above, and the number of Shares which have been
authorized for issuance under the Plan but have not yet been placed under option (collectively, the “Reserves”), as well as the price per Share
covered by each option under the Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split or the payment of a stock dividend (but only on the Common Stock) or any other increase
or decrease in the number of Shares effected without receipt of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of Shares subject to an option.

In the event of the proposed dissolution or liquidation of the Company, each Offering Period will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board. In such event, the Board may, in the exercise of its sole
discretion in such instances, declare that the options under the Plan shall terminate as of a date fixed by the Board and give each participant
the right to exercise his or her option as to all of the optioned stock. In the event of a proposed sale of all or substantially all of the assets of
the Company, or the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent
option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Board
determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that the participant shall have the right to
exercise the option as to all of the optioned Shares. If the Board makes an option exercisable in lieu of assumption or substitution in the event
of a merger or sale of assets, the Board shall notify the participant that the option shall be fully exercisable on a date specified in such notice,
and the option will terminate upon the expiration of such period.

The Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the
price per Share covered by each outstanding option, in the event that the Company effects one or more reorganizations, recapitalizations,
rights offerings or other increases or reductions of Shares of its outstanding Common Stock, and in the event of the Company being
consolidated with or merged into any other corporation.

15. NONASSIGNABILITY
Neither payroll deductions credited to a participant’s account nor any rights with regard to the exercise of an option or to receive Shares
under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 22 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall
be without effect.

16. REPORTS
Individual accounts will be maintained for each participant in the Plan. Each participant shall receive any reports required to be delivered
by applicable law as well as, after the end of each Offering Period, a report of his account setting forth the total payroll deductions
accumulated, the number of Shares purchased, the per Share price thereof and the remaining cash balance, if any, carried forward to the next
Offering Period or Offering Period, as the case may be.

17. NOTICE OF DISPOSITION

Each participant shall notify the Company if the participant disposes of any of the Shares purchased in any Offering Period pursuant to
this Plan if such disposition occurs within two years from the Offering Date or within one (1) year from the Purchase Date on which such
Shares were purchased (the “Notice Period”). Unless such participant is disposing of any of such Shares during the Notice Period, such
participant shall keep the certificates

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representing such Shares in his or her name (and not in the name of a nominee) during the Notice Period. The Company may, at any time
during the Notice Period, place a legend or legends on any certificate representing Shares acquired pursuant to the Plan requesting the
Company’s transfer agent to notify the Company of any transfer of the Shares. The obligation of the participant to provide such notice shall
continue notwithstanding the placement of any such legend on certificates.

18. NO RIGHTS TO CONTINUED EMPLOYMENT

Neither this Plan nor the grant of any option hereunder shall confer any right on any employee to remain in the employ of the Company
or any Subsidiary or restrict the right of the Company or any Subsidiary to terminate such employee’s employment.

19. EQUAL RIGHTS AND PRIVILEGES

All participants in an Offering Period shall have the same rights and privileges with respect to their participation in the Plan for that
Offering Period, in accordance with Section 423 of the Code and the related regulations (and any successor provisions). Any provision of the
Plan, a specific Offering Period or an option granted under the Plan which is inconsistent with this Section 19 shall without further act or
amendment by the Company or the Board be reformed, if possible, to the extent necessary to render such provision in compliance with the
requirements of Section 423 of the Code, or shall otherwise be deleted, and the remainder of the terms of the Plan, an Offering Period and/or an
option shall not be affected.

20. NOTICES
All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt
thereof.

21. DESIGNATION OF BENEFICIARY

(a) A participant may file a written designation of a beneficiary who is to receive any Shares and cash, if any, from the participant’s
account under the Plan in the event of such participant’s death subsequent to the end of an Offering Period but prior to delivery to him of
such Shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant’s
account under the Plan in the event of such participant’s death prior to a Purchase Date.

(b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the
Company shall deliver such Shares or cash to the executor or administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Shares or cash to the
spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then
to such other person as the Company may designate.

22. CONDITIONS UPON ISSUANCE OF SHARES

Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such Shares
pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon
which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
The Company shall have no liability for failure to issue any Shares under this Plan in the event that such issuance cannot be accomplished in
compliance with all applicable laws.

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23. APPLICABLE LAW

The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Delaware.

24. AMENDMENT OR TERMINATION OF THE PLAN

The Plan shall continue until the earlier to occur of termination by the Board, issuance of all of the Shares of Common Stock reserved for
issuance under the Plan, or May 29, 2018. The Board of Directors of the Company may at any time amend or terminate the Plan, except that any
such termination cannot affect options previously granted under the Plan, nor may any amendment make any change in an option previously
granted which would adversely affect the right of any participant; provided that if the Board determines that a change in applicable accounting
rules or a change in applicable laws, renders an amendment or termination desirable, then the Board may approve such an amendment or
termination. The Board may not amend the Plan without approval of the stockholders of the Company obtained in accordance with Section 21
hereof within 12 months of the adoption of such amendment (or earlier if required by Section 21) if such amendment would:

(a) Increase the number of Shares that may be issued under the Plan; or

(b) Expand the designation of the employees (or class of employees) eligible for participation in the Plan.

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Exhibit 10.29

EXPONENT, INC.

2008 EQUITY INCENTIVE PLAN

1. Purposes of the Plan.

The purpose of this Plan is to encourage ownership in Exponent, Inc., a Delaware corporation (the “Company”), by key personnel
whose long-term employment or other service relationship with the Company is considered essential to the Company’s continued progress
and, thereby, encourage recipients to act in the stockholders’ interest and share in the Company’s success.

2. Definitions.
As used herein, the following definitions shall apply:
(a) “Administrator” means the Committee or delegate as shall be administering the Plan in accordance with Section 4 of the Plan.
(b) “Affiliate” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a
significant ownership interest as determined by the Administrator.
(c) “Applicable Laws” means the requirements relating to the administration of stock option and stock award plans under U.S.
federal and state laws, any stock exchange or quotation system on which the Company has listed or submitted for quotation the
Common Stock to the extent provided under the terms of the Company’s agreement with such exchange or quotation system and, with
respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such
jurisdiction.
(d) “Award” means a Cash Award, Stock Award or Option granted in accordance with the terms of the Plan.
(e) “Awardee” means an Employee, Consultant or Director of the Company or any Affiliate who has been granted an Award under
the Plan.
(f) “Award Agreement” means a Cash Award Agreement, Stock Award Agreement and/or Option Agreement, which may be in
written or electronic format, in such form and with such terms and conditions as may be specified by the Administrator, evidencing the
terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan.
(g) “Board” means the Board of Directors of the Company.
(h) “Cash Award” means a bonus opportunity awarded under Section 12 pursuant to which an Awardee may become entitled to
receive an amount based on the satisfaction of such performance criteria as are specified in the agreement or other documents
evidencing the Award (the “Cash Award Agreement”).
(i) “Cause” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Cash
Award Agreement, Option Agreement, Stock Award Agreement or written contract of employment or service, any of the following: (i) the
Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Company or
Affiliate documents or records; (ii) the Participant’s material failure to abide by a Company’s or Affiliate’s code of conduct or other
policies (including without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s
unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the
Company or an Affiliate (including, without limitation, the Participant’s improper use or disclosure of confidential or proprietary
information); (iv) the Participant’s violation of any noncompetition
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agreement with the Company or an Affiliate; (v) any intentional act by the Participant which has a material detrimental effect on the
Company or an Affiliate’s reputation or business; (vi) the Participant’s repeated failure or inability to perform any reasonable assigned
duties after written notice from the Company or an Affiliate, and a reasonable opportunity to cure, such failure or inability; (vii) any
material breach by the Participant of any employment or service agreement between the Participant and the Company or an Affiliate,
which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or
nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s
ability to perform his or her duties with the Company or an Affiliate.
(j) “Change in Control” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the
Participant’s Cash Award Agreement, Option Agreement, Stock Award Agreement or written contract of employment or service, the
occurrence of any of the following:
i. an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) in which the
stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in
substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the
Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of
the outstanding voting securities of the Company or such surviving entity immediately outstanding after the Transaction,
or, in the case of an Ownership Change Event described in Section 2(ee)(iii), the entity to which the assets of the Company
were transferred (the “Transferee”), as the case may be; or
ii. the liquidation or dissolution of the Company.
For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting
from ownership of the voting securities of one or more corporations or other business entities which own the Company or
the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities.
The Board shall have the right to determine whether multiple sales or exchanges of the voting securities in the Company or
multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.
(k) “Code” means the United States Internal Revenue Code of 1986, as amended.
(l) “Committee” mean the Human Resources Committee of the Board or a committee of Directors appointed by the Board in
accordance with Section 4 of the Plan.
(m) “Common Stock” means the common stock of the Company.
(n) “Company” means Exponent, Inc., a Delaware corporation, or its successor.
(o) “Consultant” means any person engaged by the Company or any Affiliate to render services to such entity as an advisor or
consultant.
(p) “Conversion Award” has the meaning set forth in Section 4(b)(xi) of the Plan.
(q) “Director” means a member of the Board.
(r) “Effective Date” means the date of approval of the Plan by the stockholders of the Company in the manner and to the extent
required by Applicable Laws.
(s) “Employee” means a regular, active employee of the Company or any Affiliate, including an Officer and/or Inside Director. The
Administrator shall determine whether or not the Chairman of the Board qualifies as an “Employee.” Within the limitations of Applicable
Law, the Administrator shall have the discretion to determine the effect upon an Award and upon an individual’s status as an Employee
in the case of (i) any individual who is classified by the Company or its Affiliate as leased from or otherwise employed by a third

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party or as intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or
otherwise, (ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between locations of employment with the
Company or an Affiliate or between the Company and any Affiliate or between any Affiliates, (iv) any change in the Awardee’s status
from an Employee to a Consultant or Director, and (v) at the request of the Company or an Affiliate an Employee becomes employed by
any partnership, joint venture or corporation not meeting the requirements of an Affiliate in which the Company or an Affiliate is a party.
(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(u) “Fair Market Value” means, as of any date, the value of a share of Common Stock determined as follows:
i. If the Common Stock is listed on any established stock exchange or a national market system, including without limitation
the Nasdaq Global Market or The Nasdaq Global Select Market, its Fair Market Value shall be the closing price for the
Common Stock as quoted on such exchange or system on the date of determination, or if the Shares are not trading on such
date, then the closing price for the Common Stock on the last preceding trading day on which sales of the Shares are
reported as having occurred, as reported in The Wall Street Journal or such other source as the Administrator deems
reliable;
ii. If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the closing high bid and low asked prices for the
Common Stock on the date of determination, or if no prices are quoted for such date, then the mean between the closing
high bid and low asked prices on the last preceding trading day on which any bid and asked prices were quoted, as reported
in The Wall Street Journal or such other source as the Administrator deems reliable; or
iii. In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith
by the Administrator.
(v) “Grant Date” means, for all purposes, the date on which the Administrator approves the grant of an Award, or such later date
as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the
date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the
Awardee’s employment relationship with the Company.
(w) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422
of the Code and the regulations promulgated thereunder.
(x) “Insider Director” means a Director who is an Employee.
(y) “Nasdaq” means the Nasdaq Global Market or its successor.
(z) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.
(aa) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.
(bb) “Option” means a right granted under Section 8 to purchase a number of Shares at such exercise price, at such times, and on
such other terms and conditions as are specified in the agreement or other documents evidencing the Option (the “Option Agreement”).
Both Options intended to qualify as Incentive Stock Options and Nonstatutory Stock Options may be granted under the Plan.
(cc) “Outside Director” means a Director who is not an Employee.

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(dd) “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or
indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent
(50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or
transfer of all or substantially all of the assets of the Company.
(ee) “Participant” means the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as
permitted hereunder.
(ff) “Plan” means this Exponent, Inc. 2008 Equity Incentive Plan.
(gg) “Qualifying Performance Criteria” shall have the meaning set forth in Section 12(b) of the Plan.
(hh) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.
(ii) “Stock Appreciation Right” means a right to receive cash and/or shares of Common Stock based on a change in the Fair
Market Value of a specific number of shares of Common Stock between the grant date and the exercise date granted under Section 11.
(jj) “Stock Award” means an award or issuance of Shares, Stock Units, Stock Appreciation Rights or other similar awards made
under Section 11 of the Plan, the grant, issuance, retention, vesting, settlement, and/or transferability of which is subject during specified
periods of time to such conditions (including continued employment or performance conditions) and terms as are expressed in the
agreement or other documents evidencing the Award (the “Stock Award Agreement”).
(kk) “Stock Unit” means a bookkeeping entry representing an amount equivalent to the Fair Market Value of one Share (or a
fraction or multiple of such value), payable in cash, property or Shares. Stock Units represent an unfunded and unsecured obligation of
the Company, except as otherwise provided for by the Administrator.
(ll) “Subsidiary” means any company (other than the Company) in an unbroken chain of companies beginning with the Company,
provided each company in the unbroken chain (other than the Company) owns, at the time of determination, stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the other companies in such chain.
(mm) “Termination of Employment” shall mean ceasing to be an Employee, Consultant or Director, as determined in the sole
discretion of the Administrator. However, for Incentive Stock Option purposes, Termination of Employment will occur when the Awardee
ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of
the Company or one of its Subsidiaries. The Administrator shall determine whether any corporate transaction, such as a sale or spin-off
of a division or business unit, or a joint venture, shall be deemed to result in a Termination of Employment.
(nn) “Total and Permanent Disability” shall have the meaning set forth in Section 22(e)(3) of the Code.

3. Stock Subject to the Plan.

(a) Aggregate Limits. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be sold
or issued under the Plan is 1,200,000 shares of Common Stock.
Shares subject to Awards granted under the Plan that are cancelled, expire or are forfeited shall be available for re-grant under the Plan. If
an Awardee pays the exercise or purchase price of an Award granted under the Plan through the tender or withholding of Shares, or if
Shares are tendered or withheld to satisfy any Company withholding obligations, the number of Shares so tendered or withheld shall not
become available for re-issuance thereafter under the Plan. The Shares subject to the Plan may be either Shares reacquired by the
Company, including Shares purchased in the open market, or authorized but unissued Shares.

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(b) Code Section 162(m) Share Limits. Subject to the provisions of Section 14 of the Plan, the aggregate number of Shares subject
to non-cash Awards granted under this Plan during any calendar year to any one Awardee shall not exceed 200,000 Shares, except that in
connection with his or her first commencing service with the Company or an Affiliate, an Awardee may be granted Awards covering up
to an additional 400,000 Shares during the year in which such service commences. Notwithstanding anything to the contrary in the Plan,
the limitations set forth in this Section 3(b) shall be subject to adjustment under Section 14(a) of the Plan only to the extent that such
adjustment will not affect the status of any Award intended to qualify as “performance based compensation” under Code Section 162(m).

4. Administration of the Plan.

(a) Procedure.
i. Multiple Administrative Bodies. The Plan shall be administered by a Committee and/or their delegates; provided however
that any delegation of authority to any Committee or delegate does not diminish the authority of the Board to administer the
Plan should it deem it appropriate.
ii. Section 162. To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as
“performance-based compensation” within the meaning of Section 162(m) of the Code, Awards to “covered employees”
within the meaning of Section 162(m) of the Code or Employees that the Committee determines may be “covered employees”
in the future shall be made by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the
Code.
iii. Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under the
Exchange Act (“Rule 16b-3”), Awards to Officers and Directors shall be made by the entire Board or a Committee of two or
more “non-employee directors” within the meaning of Rule 16b-3.
iv. Other Administration. The Board or a Committee may delegate to an authorized officer or officers of the Company the
power to approve Awards to persons eligible to receive Awards under the Plan who are not (A) subject to Section 16 of the
Exchange Act or (B) at the time of such approval, “covered employees” under Section 162(m) of the Code or (C) any other
executive officer.
v. Delegation of Authority for the Day-to-Day Administration of the Plan. Except to the extent prohibited by Applicable
Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the
functions assigned to it in this Plan. Such delegation may be revoked at any time.
vi. Nasdaq. The Plan will be administered in a manner that complies with any applicable Nasdaq or stock exchange listing
requirements.
(b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee or delegates acting as the
Administrator, subject to the specific duties delegated to such Committee or delegates, the Administrator shall have the authority, in its
discretion:
i. to select the Employees, Consultants and Directors of the Company or its Affiliates to whom Awards are to be granted
hereunder;
ii. to determine the number of shares of Common Stock or amount of cash to be covered by each Award granted hereunder;

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iii. to determine the type of Award to be granted to the selected Employees, Consultants and Directors;
iv. to approve forms of Award Agreements for use under the Plan;
v. to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such
terms and conditions include, but are not limited to, the exercise and/or purchase price (if applicable), the time or times when
an Award may be exercised (which may or may not be based on performance criteria), the vesting schedule, any vesting
and/or exercisability acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, the term, and any
restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine and may be established at the time an Award is granted or thereafter;
vi. to correct administrative errors;
vii. to construe and interpret the terms of the Plan (including sub-plans and Plan addenda) and Awards granted pursuant to
the Plan;
viii. to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific
requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically
authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures and
handling of stock certificates which vary with local requirements and (B) to adopt sub-plans and Plan addenda as the
Administrator deems desirable, to accommodate foreign laws, regulations and practice;
ix. to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-
plans and Plan addenda;
x. to modify or amend each Award, including, but not limited to, the acceleration of vesting and/or exercisability, provided,
however, that any such amendment is subject to Section 15 of the Plan and except as set forth in that Section, may not
impair any outstanding Award unless agreed to in writing by the Participant;
xi. to allow Participants to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option or vesting of a Stock Award that number of Shares having a Fair Market Value equal to
the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined in such manner
and on such date that the Administrator shall determine or, in the absence of provision otherwise, on the date that the
amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose
shall be made in such form and under such conditions as the Administrator may provide;
xii. to authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights or other
stock awards held by service providers of an entity acquired by the Company (the “Conversion Awards”). Any conversion
or substitution shall be effective as of the close of the merger, acquisition or other transaction. The Conversion Awards
may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator, with respect to
options granted by the acquired entity; provided, however, that with respect to the conversion of stock appreciation rights
in the acquired entity, the Conversion Awards shall be Nonstatutory Stock Options. Unless otherwise determined by the
Administrator at the time of conversion or substitution, all Conversion Awards shall have the same terms and conditions as
Awards generally granted by the Company under the Plan;

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xiii. to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award
previously granted by the Administrator;
xiv. to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any
resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an
Award, including without limitation, (A) restrictions under an insider trading policy or under any other Company policy
relating to Company stock and stock ownership and (B) restrictions as to the use of a specified brokerage firm for such
resales or other transfers;
xv. to provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof,
a right, either in tandem with the other rights under the Award or as an alternative thereto, of the Participant to receive,
without payment to the Company, a number of Shares, cash or a combination thereof, the amount of which is determined by
reference to the value of the Award; and
xvi. to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted
hereunder.
(c) Effect of Administrator’s Decision. All decisions, determinations and interpretations by the Administrator regarding the Plan,
any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final and binding on all
Participants and on all other persons. The Administrator shall consider such factors as it deems relevant, in its sole and absolute
discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of
any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.

5. Eligibility.
Awards may be granted to Employees, Consultants and Directors of the Company or any of its Affiliates; provided that Incentive
Stock Options may be granted only to Employees of the Company or of a Subsidiary of the Company.

6. Term of Plan.
The Plan shall become effective on the Effective Date. It shall continue in effect for a term of ten (10) years from the later of the
Effective Date or the date any amendment to add shares to the Plan is approved by stockholders of the Company unless terminated earlier
under Section 15 of the Plan.

7. Term of Award.
The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option, the
term shall be ten (10) years from the Grant Date or such shorter term as may be provided in the Award Agreement; provided that an Incentive
Stock Option granted to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Subsidiary shall have a term of no more than five (5) years from the Grant Date; and provided further
that the term may be ten and one-half (101/2) years (or a shorter period) in the case of Options granted to Employees in certain jurisdictions
outside the United States as determined by the Administrator.

8. Options.
The Administrator may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the
Administrator or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals,
the satisfaction of an event or condition within the control of the Awardee or within the control of others.

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(a) Option Agreement. Each Option Agreement shall contain provisions regarding (i) the number of Shares that may be issued upon
exercise of the Option, (ii) the type of Option, (iii) the exercise price of the Shares and the means of payment for the Shares, (iv) the term
of the Option, (v) such terms and conditions on the vesting and/or exercisability of an Option as may be determined from time to time by
the Administrator, (vi) restrictions on the transfer of the Option or the Shares issued upon exercise of the Option and forfeiture
provisions, and (vii) such further terms and conditions, in each case not inconsistent with this Plan as may be determined from time to
time by the Administrator.
(b) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by
the Administrator, subject to the following:
i. In the case of an Incentive Stock Option, the per Share exercise price shall be no less than one hundred percent (100%) of
the Fair Market Value per Share on the Grant Date; provided however, that in the case of an Incentive Stock Option granted
to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Subsidiary, the per Share exercise price shall be no less than one hundred ten
percent (110%) of the Fair Market Value per Share on the Grant Date.
ii. In the case of a Nonstatutory Stock Option, the per Share exercise price shall be no less than one hundred percent
(100%) of the Fair Market Value per Share on the Grant Date.
iii. Notwithstanding the foregoing, at the Administrator’s discretion, Conversion Awards may be granted in substitution
and/or conversion of options of an acquired entity, with a per Share exercise price of less than 100% of the Fair Market
Value per Share on the date of such substitution and/or conversion.
(c) Vesting Period and Exercise Dates. Options granted under this Plan shall vest and/or be exercisable at such time and in such
installments during the period prior to the expiration of the Option’s term as determined by the Administrator. The Administrator shall
have the right to make the timing of the ability to exercise any Option granted under this Plan subject to continued employment, the
passage of time and/or such performance requirements as deemed appropriate by the Administrator, or to grant fully vested Options. At
any time after the grant of an Option, the Administrator may reduce or eliminate any restrictions surrounding any Participant’s right to
exercise all or part of the Option.
(d) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option,
including the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable
forms of consideration may include:
i. cash;
ii. check or wire transfer (denominated in U.S. Dollars);
iii. subject to the Company’s discretion to refuse for any reason and at any time to accept such consideration and subject to
any conditions or limitations established by the Administrator, other Shares held by the Participant which have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be
exercised;
iv. consideration received by the Company under a broker-assisted sale and remittance program acceptable to the
Administrator;
v. cashless “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon
exercise by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate
exercise price; provided that the Company shall accept a cash or other payment from the Participant to the extent of any
remaining balance of the exercise price not satisfied by such reduction in the number of whole Shares to be issued;

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vi. such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws;
or
vii. any combination of the foregoing methods of payment.

(e) Effect of Termination on Options

i. Generally. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Employment other
than as a result of circumstances described in Sections 8(f)(ii), (iii) and (iv) below, all outstanding Options granted to such
Awardee that were vested and exercisable as of the date of the Awardee’s Termination of Employment may be exercised by
the Awardee until the earlier of (A) three (3) months following Awardee’s Termination of Employment or (B) the expiration
of the term of such Option; provided, however, that the Administrator may in the Option Agreement specify a period of time
(but not beyond the expiration date of the Option) following Termination of Employment during which the Awardee may
exercise the Option as to Shares that were vested and exercisable as of the date of Termination of Employment. To the
extent such a period following Termination of Employment is specified, the Option shall automatically terminate at the end
of such period to the extent the Awardee has not exercised it within such period.
ii. Disability of Awardee. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of
Employment as a result of the Awardee’s disability, including Total and Permanent Disability, all outstanding Options
granted to such Awardee that were vested and exercisable as of the date of the Awardee’s Termination of Employment may
be exercised by the Awardee until the earlier of (A) twelve (12) months following Awardee’s Termination of Employment as
a result of Awardee’s disability, including Total and Permanent Disability or (B) the expiration of the term of such Option. If
the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall
automatically terminate.
iii. Death of Awardee. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Employment
as a result of the Awardee’s death, all outstanding Options granted to such Awardee that were vested and exercisable as of
the date of the Awardee’s death may be exercised until the earlier of (A) twelve (12) months following the Awardee’s death
or (B) the expiration of the term of such Option. If an Option is held by the Awardee when he or she dies, such Option may
be exercised, to the extent the Option is vested and exercisable, by the beneficiary designated by the Awardee (as provided
in Section 16 of the Plan), the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to
exercise the Option under the Awardee’s will or the laws of descent or distribution; provided that the Company need not
accept exercise of an Option by such beneficiary, executor or administrator unless the Company has satisfactory evidence
of such person’s authority to act as such. If the Option is not so exercised within the time specified, such Option (to the
extent not exercised) shall automatically terminate. The Awardee’s service shall be deemed to have terminated on account of
death if the Awardee dies within three (3) months (or such longer period as determined by the Administrator, in its
discretion) after the Awardee’s Termination of Employment.
iv. Termination for Cause. The Administrator has the authority to cause all outstanding Awards held by an Awardee to
terminate immediately in their entirety (including as to vested Options) upon first notification to the Awardee of the
Awardee’s Termination of Employment for Cause. If an Awardee’s employment or consulting relationship with the
Company is suspended pending an investigation of whether the Awardee shall be terminated for Cause, the Administrator
has the authority to cause all the Awardee’s rights under all outstanding Awards to be suspended during the investigation
period in which event the Awardee shall have no right to exercise any outstanding Awards.

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v. Other Terminations of Employment. The Administrator may provide in the applicable Option Agreement for different
treatment of Options upon Termination of Employment of the Awardee than that specified above.
vi. Extension of Exercise Period. The Administrator shall have full power and authority to extend the period of time for
which an Option is to remain exercisable following an Awardee’s Termination of Employment from the periods set forth in
Sections 8(f)(i), (ii) and (iii) above or in the Option Agreement to such greater time as the Board shall deem appropriate,
provided that in no event shall such Option be exercisable later than the date of expiration of the term of such Option as set
forth in the Option Agreement.
vii. Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than a termination for Cause, if a sale
within the applicable time periods set forth in Section 8(f) above or in the Option Agreement is prevented by Section 18
below, the Option shall remain exercisable until thirty (30) days after the date the Awardee is notified by the Company that
the Option is exercisable, but in any event no later than the Option expiration date.
viii. Extension if Subject to Section 16(b). Notwithstanding the foregoing, other than a termination for Cause, if a sale
within the applicable time periods set forth in Section 8(f) above or in the Option Agreement would subject the Awardee to
a suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth
(10th) day following the date on which a sale of shares by the Awardee would no longer be subject to suit, (ii) the one
hundred ninetieth (190th) day after Awardee’s Termination of Employment, or (iii) the Option expiration date.
(f) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options
shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options
shall be tolled during any leave that is not a leave required to be provided to the Awardee under Applicable Law. In the event of military
leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Awardee’s returning from military leave (under
conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment
Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Awardee
continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately
prior to such leave.

9. Incentive Stock Option Limitations/Terms.

(a) Eligibility. Only employees (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated
thereunder) of the Company or any of its Subsidiaries may be granted Incentive Stock Options.
(b) $100,000 Limitation. Notwithstanding the designation “Incentive Stock Option” in an Option Agreement, if and to the extent
that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the
Awardee during any calendar year (under all plans of the Company and any of its Subsidiaries) exceeds U.S. $100,000, such Options shall
be treated as Nonstatutory Stock Options. For purposes of this Section 9(b), Incentive Stock Options shall be taken into account in the
order in which they were granted. The Fair Market Value of the Shares shall be determined as of the Grant Date.
(c) Transferability. An Incentive Stock Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner by the Awardee otherwise than by will or the laws of descent and distribution, and, during the lifetime of such Awardee, may
only be exercised by the Awardee. If the terms of an Incentive Stock Option are amended to permit transferability, the Option will be
treated for tax purposes as a Nonstatutory Stock Option. The designation of a beneficiary by an Awardee will not constitute a transfer.

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(d) Exercise Price. The per Share exercise price of an Incentive Stock Option shall be determined by the Administrator in
accordance with Section 8(b)(i) of the Plan.
(e) Other Terms. Option Agreements evidencing Incentive Stock Options shall contain such other terms and conditions as may be
necessary to qualify, to the extent determined desirable by the Administrator, with the applicable provisions of Section 422 of the Code.

10. Exercise of Option.

(a) Procedure for Exercise.
i. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the respective Option Agreement.
ii. An Option shall be deemed exercised when the Company receives (A) written or electronic notice of exercise (in
accordance with the Option Agreement) from the person entitled to exercise the Option; (B) full payment for the Shares with
respect to which the related Option is exercised; and (C) payment of all applicable withholding taxes (if any).
iii. An Option may not be exercised for a fraction of a Share.
(b) Rights as a Stockholder. The Company shall issue (or cause to be issued) such Shares as administratively practicable after the
Option is exercised. Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the
Participant, in the name of the Participant and his or her spouse. Unless provided otherwise by the Administrator or pursuant to this
Plan, until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares
subject to an Option, notwithstanding the exercise of the Option.

11. Stock Awards.

(a) Stock Award Agreement. Each Stock Award Agreement shall contain provisions regarding (i) the number of Shares subject to
such Stock Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and the means of payment for
the Shares, (iii) the performance criteria (including Qualifying Performance Criteria), if any, and level of achievement versus these criteria
that shall determine the number of Shares granted, issued, retainable and/or vested, (iv) such terms and conditions on the grant,
issuance, vesting, settlement and/or forfeiture of the Shares as may be determined from time to time by the Administrator, (v) restrictions
on the transferability of the Stock Award and (vi) such further terms and conditions in each case not inconsistent with this Plan as may
be determined from time to time by the Administrator.
(b) Restrictions and Performance Criteria. The grant, issuance, retention, settlement and/or vesting of each Stock Award or the
Shares subject thereto may be subject to such performance criteria (including Qualifying Performance Criteria) and level of achievement
versus these criteria as the Administrator shall determine, which criteria may be based on financial performance, personal performance
evaluations and/or completion of service by the Awardee. Unless otherwise permitted in compliance with the requirements of Code
Section 162(m) with respect to an Award intended to comply as “performance-based compensation” thereunder, the Committee shall
establish the Qualifying Performance Criteria applicable to, and the formula for calculating the amount payable under, the Award no later
than the earlier of (a) the date ninety (90) days after the commencement of the applicable performance period, or (b) the date on which
25% of the performance period has elapsed, and in any event at a time when the achievement of the applicable Qualifying Performance
Criteria remains substantially uncertain.

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(c) Forfeiture. Unless otherwise provided for by the Administrator, upon the Awardee’s Termination of Employment, the Stock
Award and the Shares subject thereto shall be forfeited, provided that to the extent that the Participant purchased or earned any Shares,
the Company shall have a right to repurchase the unvested Shares at such price and on such terms and conditions as the Administrator
determines.
(d) Rights as a Stockholder. Unless otherwise provided by the Administrator in the Award Agreement, the Participant shall have
the rights equivalent to those of a stockholder and shall be a stockholder only after Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant. Unless otherwise provided
by the Administrator, a Participant holding Stock Units shall not be entitled to receive dividend payments or any credit therefor as if he
or she was an actual stockholder.

(e) Stock Appreciation Rights.

i. General. Stock Appreciation Rights may be granted either alone, in addition to, or in tandem with other Awards granted
under the Plan. The Board may grant Stock Appreciation Rights to eligible Participants subject to terms and conditions not
inconsistent with this Plan and determined by the Board. The specific terms and conditions applicable to the Participant
shall be provided for in the Stock Award Agreement. Stock Appreciation Rights shall be exercisable, in whole or in part, at
such times as the Board shall specify in the Stock Award Agreement.
ii. Exercise of Stock Appreciation Right. Upon the exercise of a Stock Appreciation Right, in whole or in part, the
Participant shall be entitled to a payment in an amount equal to the excess of the Fair Market Value on the date of exercise of
a fixed number of Shares covered by the exercised portion of the Stock Appreciation Right, over the Fair Market Value on
the Grant Date of the Shares covered by the exercised portion of the Stock Appreciation Right (or such other amount
calculated with respect to Shares subject to the Award as the Board may determine). The amount due to the Participant
upon the exercise of a Stock Appreciation Right shall be paid in such form of consideration as determined by the Board and
may be in cash, Shares or a combination thereof, over the period or periods specified in the Stock Award Agreement. A
Stock Award Agreement may place limits on the amount that may be paid over any specified period or periods upon the
exercise of a Stock Appreciation Right, on an aggregate basis or as to any Participant. A Stock Appreciation Right shall be
considered exercised when the Company receives written notice of exercise in accordance with the terms of the Stock
Award Agreement from the person entitled to exercise the Stock Appreciation Right.
iii. Nonassignability of Stock Appreciation Rights. Except as determined by the Administrator, no Stock Appreciation Right
shall be assignable or otherwise transferable by the Participant except by will or by the laws of descent and distribution.

12. Cash Awards.

(a) Cash Award. Each Cash Award shall contain provisions regarding (i) the target and maximum amount payable to the Awardee
as a Cash Award, (ii) the performance criteria and level of achievement versus these criteria which shall determine the amount of such
payment, (iii) the period as to which performance shall be measured for establishing the amount of any payment, (iv) the timing of any
payment earned by virtue of performance, (v) restrictions on the alienation or transfer of the Cash Award prior to actual payment,
(vi) forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with the Plan, as may be determined
from time to time by the Administrator. The maximum amount payable as a Cash Award may be a multiple of the target amount payable,
but the maximum amount payable pursuant to that portion of a Cash Award granted under this Plan for any fiscal year to any Awardee
that is intended to satisfy the requirements for “performance based compensation” under Section 162(m) of the Code shall not exceed
U.S. $1,000,000.

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(b) Performance Criteria. The Administrator shall establish the performance criteria and level of achievement versus these criteria
which shall determine the target and the minimum and maximum amount payable under a Cash Award, which criteria may be based on
financial performance and/or personal performance evaluations. The Committee may specify the percentage of the target Cash Award
that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Notwithstanding
anything to the contrary herein, the performance criteria for any portion of a Cash Award that is intended to satisfy the requirements for
“performance-based compensation” under Section 162(m) of the Code shall be a measure established by the Committee based on one or
more Qualifying Performance Criteria selected by the Committee and specified in writing not later than the earlier of (a) the date ninety
(90) days after the commencement of the applicable performance period, or (b) the date on which 25% of the performance period has
elapsed, and in any event at a time when the achievement of the applicable Qualifying Performance Criteria remains substantially
uncertain.
(c) Timing and Form of Payment. The Administrator shall determine the timing of payment of any Cash Award. The Administrator
may provide for or, subject to such terms and conditions as the Administrator may specify, may permit an Awardee to elect for the
payment of any Cash Award to be deferred to a specified date or event. The Administrator may specify the form of payment of Cash
Awards, which may be cash or other property, or may provide for an Awardee to have the option for his or her Cash Award, or such
portion thereof as the Administrator may specify, to be paid in whole or in part in cash or other property.
(d) Termination of Employment. The Administrator shall have the discretion to determine the effect a Termination of Employment
due to (i) disability, (ii) death or (iii) otherwise shall have on any Cash Award.

13. Other Provisions Applicable to Awards.

(a) Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner for value other than by beneficiary designation, will or by the laws of
descent or distribution. Subject to Section 9(c), the Administrator may in its discretion make an Award transferable to an Awardee’s
family member or any other person or entity as it deems appropriate. If the Administrator makes an Award transferable, either at the time
of grant or thereafter, such Award shall contain such additional terms and conditions as the Administrator deems appropriate, and any
transferee shall be deemed to be bound by such terms upon acceptance of such transfer.
(b) Qualifying Performance Criteria. For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any one or
more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a
whole or to a business unit, Affiliate or business segment, either individually, alternatively or in any combination, and measured either
annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or
to a designated comparison group, in each case as specified by the Administrator in the Award: (i) cash flow; (ii) earnings (including
gross margin; earnings before interest, taxes, depreciation, amortization and stock-based compensation; earnings before taxes; and net
earnings); (iii) earnings per share; (iv) stock price; (v) return on equity or average stockholders’ equity; (vi) total stockholder return;
(vii) return on assets or net assets; (viii) return on investment; (ix) revenue before reimbursements; (x) income or net income;
(xi) operating income or net operating income, in aggregate or per share; (xii) operating profit or net operating profit; (xiii) operating
margin; (xiv) return on operating revenue; (xv) contract awards or backlog; (xvi) overhead or other expense reduction; (xvii) growth in
stockholder value relative to the moving average of the S&P 500 Index or S&P SmallCap 600 Index; and (xviii) objective strategic plan
development and implementation (including individual objective performance goals that relate to achievement of the Company’s or any
business unit’s strategic plan). The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance
Criteria to exclude any of the following events that occurs during a performance period: (A) asset write-downs; (B) litigation or claim
judgments or settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported
results; (D) accruals for reorganization and restructuring programs; and (E) any gains or losses classified as extraordinary or as
discontinued operations in the Company’s financial statements.

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(c) Certification. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation”
under Section 162(m) of the Code, the Committee shall certify the extent to which any Qualifying Performance Criteria and any other
material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the
Common Stock).
(d) Discretionary Adjustments Pursuant to Section 162(m). Notwithstanding satisfaction of any completion of any Qualifying
Performance Criteria, to the extent specified at the time of grant of an Award to “covered employees” within the meaning of
Section 162(m) of the Code, the number of Shares, Options or other benefits granted, issued, retainable and/or vested under an Award on
account of satisfaction of such Qualifying Performance Criteria may be reduced by the Committee on the basis of such further
considerations as the Committee in its sole discretion shall determine.
(e) Tax Withholding Obligation. As a condition of the grant, issuance, vesting, exercise or settlement of an Award granted under the
Plan, the Participant shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state,
local or foreign withholding tax obligations that may arise in connection with such grant, issuance, vesting, exercise or settlement of the
Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied.
(f) Compliance with Section 409A. Notwithstanding anything to the contrary contained herein, to the extent that the Administrator
determines that any Award granted under the Plan is subject to Code Section 409A and unless otherwise specified in the applicable
Award Agreement, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary for such Award
to avoid the consequences described in Code Section 409A(a)(1), and to the maximum extent permitted under Applicable Law (and
unless otherwise stated in the applicable Award Agreement), the Plan and the Award Agreements shall be interpreted in a manner that
results in their conforming to the requirements of Code Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal
Revenue Service regulations or other interpretive guidance issued under Section 409A (whenever issued, the “Guidance”).
Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement provides otherwise, with specific reference to
this sentence), to the extent that a Participant holding an Award that constitutes “deferred compensation” under Section 409A and the
Guidance is a “specified employee” (also as defined thereunder), no distribution or payment of any amount shall be made before a date
that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A and the Guidance) or,
if earlier, the date of the Participant’s death.
(g) Deferral of Award Benefits. The Administrator may in its discretion and upon such terms and conditions as it determines appropriate
permit one or more Participants whom it selects to (a) defer compensation payable pursuant to the terms of an Award, or (b) defer
compensation arising outside the terms of this Plan pursuant to a program that provides for deferred payment in satisfaction of such
other compensation amounts through the issuance of one or more Awards. Any such deferral arrangement shall be evidenced by an
Award Agreement in such form as the Administrator shall from time to time establish, and no such deferral arrangement shall be a valid
and binding obligation unless evidenced by a fully executed Award Agreement, the form of which the Administrator has approved,
including through the Administrator’s establishing a written program (the “Program”) under this Plan to govern the form of Award
Agreements participating in such Program. Any such Award Agreement or Program shall specify the treatment of dividends or dividend
equivalent rights (if any) that apply to Awards governed thereby, and shall further provide that any elections governing payment of
amounts pursuant to such Program shall be in writing, shall be delivered to the Company or its agent in a form and manner that complies
with Code Section 409A and the Guidance, and shall specify the amount to be distributed in settlement of the deferral arrangement, as
well as the time and form of such distribution in a manner that complies with Code Section 409A and the Guidance.

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14. Adjustments upon Changes in Capitalization, Dissolution, or Change In Control

(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Award, the number of shares of Common Stock which have been authorized for issuance
under the Plan, but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation, forfeiture
or expiration of an Award, the price per Share subject to each such outstanding Award and each of the share limits set forth in
Section 3(b), shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, payment of a dividend or
distribution in a form other than stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of the shares
of Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Award.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall
notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been
previously exercised or the Shares subject thereto issued to the Awardee and unless otherwise determined by the Administrator, an
Award will terminate immediately prior to the consummation of such proposed transaction.
(c) Change in Control. In the event there is a Change in Control of the Company, as determined by the Board or a Committee, the
Board or Committee may, in its discretion, (i) provide for the assumption or substitution of, or adjustment (including to the number and
type of Shares and exercise or purchase price applicable) to, each outstanding Award; (ii) accelerate the vesting of Options and terminate
any restrictions on Stock Awards; and/or (iii) provide for termination of Awards as a result of the Change in Control on such terms and
conditions as it deems appropriate, including providing for the cancellation of Awards for a cash or other payment to the Participant.
For purposes of this Section 14(c), an Award shall be considered assumed, without limitation, if, at the time of issuance of the stock or
other consideration upon a Change in Control, as the case may be, each holder of an Award would be entitled to receive upon exercise of
the Award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have
been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder
of the number of Shares covered by the Award at such time (after giving effect to any adjustments in the number of Shares covered by
the Award as provided for in Section 14(a)); provided that if such consideration received in the transaction is not solely common stock
of the successor corporation, the Administrator may, with the consent of the successor corporation, provide for the consideration to be
received upon exercise of the Award to be solely common stock of the successor corporation equal to the Fair Market Value of the per
Share consideration received by holders of Common Stock in the transaction. The treatment of Cash Awards in a transaction governed
by this Section 14(c) shall be governed by the applicable Award Agreement.

15. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Administrator may amend, alter or discontinue the Plan or any Award Agreement, but any
such amendment shall be subject to approval of the stockholders of the Company in the manner and to the extent required by Applicable
Law. To the extent required to comply with Section 162(m), the Company shall seek re-approval of the Plan from time to time by the
stockholders. In addition, without limiting the foregoing, unless approved by the stockholders of the Company, no such amendment
shall be made that would:
i. increase the maximum number of Shares for which Awards may be granted under the Plan, other than an increase pursuant
to Section 14 of the Plan;

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ii. increase the share limits set forth in Section 3(b) or the cash limit set forth in Section 12(a);
iii. reprice or otherwise reduce the exercise price of Options outstanding under the Plan, other than an adjustment provided
for under Section 14 of the Plan; or
iv. change the class of persons eligible to receive Awards under the Plan.
(b) Effect of Amendment or Termination. No amendment, suspension or termination of the Plan shall impair the rights of any Award,
unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the
Participant and the Company; provided further that the Administrator may amend an outstanding Award in order to conform it to the
Administrator’s intent (in its sole discretion) that such Award not be subject to Code Section 409A(a)(1)(B). Termination of the Plan shall
not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior
to the date of such termination.
(c) Effect of the Plan on Other Arrangements. Neither the adoption of the Plan by the Board or a Committee nor the submission of
the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or any
Committee to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the granting of
restricted stock, stock options or cash bonuses otherwise than under the Plan, and such arrangements may be either generally applicable
or applicable only in specific cases. The value of Awards granted pursuant to the Plan will not be included as compensation, earnings,
salaries or other similar terms used when calculating an Awardee’s benefits under any employee benefit plan sponsored by the Company
or any Subsidiary except as such plan otherwise expressly provides.

16. Designation of Beneficiary.

(a) An Awardee may file a written designation of a beneficiary who is to receive the Awardee’s rights pursuant to Awardee’s
Award or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent
that Awardee has completed a designation of beneficiary while employed with the Company, such beneficiary designation shall remain in
effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable under Applicable Law.
(b) Such designation of beneficiary may be changed by the Awardee at any time by written notice. In the event of the death of an
Awardee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee’s death, the
Company shall allow the executor or administrator of the estate of the Awardee to exercise the Award, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one or
more dependents or relatives of the Awardee to exercise the Award to the extent permissible under Applicable Law or if no spouse,
dependent or relative is known to the Company, then to such other person as the Company may designate.

17. No Right to Awards or to Employment.

No person shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an
Awardee the right to continue in the employ or service of the Company or its Affiliates. Further, the Company and its Affiliates expressly
reserve the right, at any time, to dismiss any Employee, Consultant or Awardee at any time without liability or any claim under the Plan, except
as provided herein or in any Award Agreement entered into hereunder.

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18. Legal Compliance.

Subject to Section 22, Shares shall not be issued pursuant to the exercise of an Option or Stock Award unless the exercise of such
Option or Stock Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

19. Reservation of Shares.

The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient
to satisfy the requirements of the Plan.

20. Notice.
Any written notice to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and
shall be effective when received.

21. Governing Law; Interpretation of Plan and Awards.

(a) This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the
choice of law rules, of the state of Delaware.
(b) In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise
unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it
legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan and/or Award shall not be affected except to
the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
(c) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute
a part of the Plan, nor shall they affect its meaning, construction or effect.
(d) The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective
permitted heirs, beneficiaries, successors and assigns.
(e) All questions arising under the Plan or under any Award shall be decided by the Administrator in its total and absolute
discretion. In the event the Participant believes that a decision by the Administrator with respect to such person was arbitrary or
capricious, the Participant may request arbitration with respect to such decision. The review by the arbitrator shall be limited to
determining whether the Administrator’s decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review
permitted of the Administrator’s decision, and the Awardee shall as a condition to the receipt of an Award be deemed to explicitly waive
any right to judicial review.
(f) Notice of demand for arbitration shall be made in writing to the Administrator within thirty (30) days after the applicable decision
by the Administrator. The arbitrator shall be selected from amongst those members of the Board who are neither Administrators nor
Employees. If there are no such members of the Board, the arbitrator shall be selected by the Board. The arbitrator shall be an individual
who is an attorney licensed to practice law in the State of Delaware. Such arbitrator shall be neutral within the meaning of the Commercial
Rules of Dispute Resolution of the American Arbitration Association; provided, however, that the arbitration shall not be administered
by the American Arbitration Association. Any challenge to the neutrality of the arbitrator shall be resolved by the arbitrator whose
decision shall be final and conclusive. The arbitration shall be administered and conducted by the arbitrator pursuant to the Commercial
Rules of Dispute Resolution of the American Arbitration Association. The decision of the arbitrator on the issue(s) presented for
arbitration shall be final and conclusive and may be enforced in any court of competent jurisdiction.

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22. Limitation on Liability.

The Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an
Employee, an Awardee or any other persons as to:
(a) The Non-Issuance of Shares. The non-issuance or sale of Shares (including under Section 18 above) as to which the Company
has been unable, or the Arbitration deems it infeasible, to obtain from any regulatory body having jurisdiction the authority deemed by
the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder; and
(b) Tax Consequences. Any tax consequence realized by any Participant, Employee, Awardee or other person due to the receipt,
vesting, exercise or settlement of any Option or other Award granted hereunder or due to the transfer of any Shares issued hereunder.
The Participant is responsible for, and by accepting an Award under the Plan agrees to bear, all taxes of any nature that are legally
imposed upon the Participant in connection with an Award, and the Company does not assume, and will not be liable to any party for,
any cost or liability arising in connection with such tax liability legally imposed on the Participant. In particular, Awards issued under the
Plan may be characterized by the Internal Revenue Service (the “IRS”) as “deferred compensation” under the Code resulting in additional
taxes, including in some cases interest and penalties. In the event the IRS determines that an Award constitutes deferred compensation
under the Code or challenges any good faith characterization made by the Company or any other party of the tax treatment applicable to
an Award, the Participant will be responsible for the additional taxes, and interest and penalties, if any, that are determined to apply if
such challenge succeeds, and the Company will not reimburse the Participant for the amount of any additional taxes, penalties or interest
that result.
(c) Forfeiture. The requirement that Participant forfeit an Award, or the benefits received or to be received under an Award,
pursuant to any Applicable Law.

23. Indemnification.
In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the
Company or an Affiliate, members of the Board and any officers or employees of the Company or an Affiliate to whom authority to act for the
Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually
and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted
hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as
to which it shall be adjudged in any such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional
misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

24. Unfunded Plan.

Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to
Awardees who are granted Stock Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The
Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as
providing for such segregation, nor shall the Company nor the Administrator be deemed to be a trustee of stock or cash to be awarded under
the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations
which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on
any property of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance
of any obligation which may be created by this Plan.

18
Exhibit 10.30

EXPONENT, INC.
2008 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (the “Agreement”) dated [GRANT DATE] (“Grant Date”) between Exponent, Inc., a Delaware
corporation (the “Company”), and [EMPLOYEE NAME] (“Optionee”), is entered into as follows:

WITNESSETH:

WHEREAS, the Company has established the 2008 Equity Incentive Plan (the “Plan”); and

WHEREAS, the Human Resources Committee of the Board of Directors of the Company or its delegates (the “Committee”) has
determined that Optionee shall be granted an option under the Plan as hereinafter set forth;

The parties hereby agree that the Company grants, effective as of the Grant Date, Optionee a [Nonstatutory Stock Option] [Incentive
Stock Option] (this “Option”) to purchase [SHARES] shares of its $0.001 par value Common Stock (the “Shares”) upon the terms and
conditions set forth in this Agreement.

1. Plan Award. This Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof. If this Option is
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designated as an Incentive Stock Option, it is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, and to the extent this Option does not qualify as an Incentive Stock Option under Applicable Laws, then
it is intended to be and will be treated as a Nonstatutory Stock Option. Notwithstanding the above, in the event that this Option is designated
as an Incentive Stock Option and the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the
Company or any Subsidiary, including under other plans of the Company or any Subsidiary) that first become exercisable in any calendar year
have an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000,
this Option shall be treated as a Nonstatutory Stock Option, in accordance with Section 9(b) of the Plan.

2. Exercise Price. The exercise price applicable to this Option (meaning, the price Optionee must pay in order to purchase any Shares
hereunder) shall be [PRICE] per Share.

3. Vesting and Exercise of Option. Subject to Optionee’s not experiencing a Termination of Employment during the following vesting period,
Optionee shall vest in and earn the right to exercise this Option on the following schedule: [VESTING SCHEDULE]

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4. Expiration. This Option will expire ten (10) years from the Grant Date, unless sooner terminated or canceled in accordance with the
provisions of the Plan. This means that (subject to the continuing service requirement set forth in Section 3 above and subject to earlier
termination upon certain other events as set forth in the Plan) this Option must be exercised, if at all, on or before [EXPIRE DATE] (the
“Expiration Date”). If this Option expires on a stock exchange holiday or weekend day, this Option will expire on the last trading day prior to
the holiday or weekend. Optionee shall be solely responsible for exercising this Option, if at all, prior to its Expiration Date. The Company shall
have no obligation to notify Optionee of this Option’s expiration.

5. Exercise Mechanics. This Option may be exercised by delivering to the Stock Plan Administrator at the Company’s head office a written or
electronic notice stating the number of Shares as to which the Option is exercised or by any other method the Committee has approved. The
notice must be accompanied by the payment of the full Option exercise price of such Shares. Exercise shall not be deemed to have occurred
unless and until Optionee has delivered to the Company (or its authorized representative) an approved notice of exercise, full payment of the
exercise price for the Shares being exercised and payment of any applicable withholding taxes in accordance with Section 8 below. Payment of
the Option exercise price may be (a) in cash (including check or wire transfer); (b) through an approved cashless-brokered exercise program;
(c) with other shares of the Company’s Common Stock held by Optionee which have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which this Option is being exercised (subject to the Company’s discretion to withhold approval for
such payment method at any time); or (d) any combination of the foregoing methods of payment.

6. Termination of Employment. All rights of Optionee in this Option, to the extent that it has not previously become vested and been
exercised, shall terminate upon Optionee’s Termination of Employment except as set forth in this Section 6. The portion of the Option that
relates to any Shares that were unvested and unexercisable as of the date of Optionee’s Termination of Employment shall terminate and expire
effective immediately upon such date. With respect to the vested and exercisable portion of the Option, and subject to the final sentence of
this Section 6:
(i) In the event of Termination of Employment other than as a result of Optionee’s death or disability and other than as a result of Cause,
Optionee shall have three (3) months from the date of such Termination of Employment to exercise the Option as to the Shares subject to the
Option that were vested and exercisable as of the date of Termination of Employment; provided that if during any part of such three (3) month
period, the Option is not exercisable because the issuance of the Shares would violate Applicable Laws, the Option shall remain exercisable
until thirty (30) days after the date the Optionee is notified by the Company that the Option is exercisable; provided further that if during any
part of such three month period, a sale of the Shares would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option
shall remain exercisable until the earlier to occur of the tenth (10th ) day following the date on which a sale of the Shares by the Optionee would
no longer be subject to suit and the one hundred ninetieth (190th ) day after the Optionee’s Termination of Employment;

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(ii) In the event of Termination of Employment as a result of Optionee’s disability (including a Total and Permanent Disability), Optionee
shall have twelve (12) months to exercise the Option as to the Shares subject to the Option that were vested and exercisable as of the date of
Termination of Employment;

(iii) In the event of Termination of Employment as a result of Optionee’s death or in the event of Optionee’s death within three
(3) months following Optionee’s Termination of Employment, Optionee shall have twelve (12) months following the Optionee’s death to
exercise the Option as to the Shares subject to the Option that were vested and exercisable as of the date of death or, if earlier, the date of
Termination of Employment; and

Notwithstanding the above, in no event may an Option be exercised, even as to vested and otherwise exercisable Shares, after the Expiration
Date set forth in Section 4 above.

7. Transferability. This Option generally is not transferable by Optionee otherwise than by will or the laws of descent and distribution, and is
exercisable only by Optionee during Optionee’s lifetime; provided however that if this Option is a Nonstatutory Stock Option, this Option may
be transferred by instrument to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the
trustor (settlor) or by gift or pursuant to domestic relations orders to family members of the Optionee.

8. Tax Matters.
(i) Optionee is responsible for, and by accepting this Option agrees to bear, all taxes of any nature, including withholding taxes, interest
or penalties arising out of the grant of this Option, the vesting or exercise of this Option or the subsequent sale of the Shares acquired
pursuant to the exercise of this Option, or any violation of Code Section 409A that impacts this Option, that are legally imposed upon
Optionee in connection with this Option, and the Company does not assume, and will not be liable to any party for, any cost or liability arising
in connection with such tax liability legally imposed on Optionee. The Company has not provided any tax advice with respect to this Option or
the disposition of the Shares. Optionee should obtain advice from an appropriate independent professional adviser with respect to the taxation
implications of any aspect of this Option, including the grant, vesting or exercise of this Option or the subsequent sale of any Shares.

(ii) In the event that the Company or the Employee’s employer, including any Affiliate or Subsidiary qualified to deduct tax at source (the
“Employer”), is required to withhold any amount (including in connection with income tax, employment or payroll taxes, social security
contributions or other similar amounts, with such obligation in aggregate referred to herein as the “Withholding Obligation”) as a result of any
event occurring in connection with this Option, the Employee shall make a cash payment to the Company as necessary to cover all applicable
Withholding Obligations at or prior to the time the event giving rise to the Withholding Obligation occurs; provided that (a) the Company has
the right to withhold a portion of the Shares otherwise to be delivered upon exercise of this Option having a Fair Market Value equal to the
amount of the Withholding Obligation in accordance with such rules as the Company may from time to time establish, (b) the Company or the
Employer has the right, and

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the Employee in accepting this grant explicitly authorizes the Company, to deduct an amount equal to the Withholding Obligation from the
Employee’s compensation or (c) the Company may establish alternative procedures to ensure satisfaction of all applicable Withholding
Obligations arising in connection with this Option. The Employee will receive a cash refund for any payment of cash or fraction of a
surrendered share not necessary to satisfy the Withholding Obligations.

(iii) Optionee acknowledges and agrees that the ultimate liability for any tax-related item legally due by Optionee is and remains
Optionee’s responsibility and that the Company and or the Employer (a) make no representations nor undertakings regarding the treatment of
any such tax items in connection with any aspect of this Option, including the grant, vesting or exercise of this Option or the subsequent sale
of the Shares acquired upon exercise of this Option; and (b) do not commit to structure the terms or any aspect of this Option to reduce or
eliminate the Employee’s liability for such tax items. The Company may refuse to honor the exercise of this Option and refuse to deliver the
Shares if Optionee fails to comply with Optionee’s obligations in connection with the satisfaction of the Withholding Obligations.

9. Optionee Acknowledgements. By accepting the grant of this Option, Optionee acknowledges and agrees that the Plan is established
voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time
unless otherwise provided in the Plan or this Agreement. Optionee acknowledges that all decisions with respect to future grants, if any, will be
at the sole discretion of the Company. Optionee’s participation in the Plan shall not create a right to further employment with Employer and
shall not interfere with the ability of Employer to terminate Optionee’s employment relationship at any time with or without cause and it is
expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law. Optionee agrees that
this Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance,
resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments insofar as permitted by law. In the event that Optionee is not an employee of the Company, this Option grant will not be interpreted
to form an employment contract or relationship with the Company, the Employer or any Subsidiary or Affiliate of the Company. Optionee
acknowledges that the future value of the underlying Shares is unknown, may increase or decrease in the future, and cannot be predicted with
certainty. In consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from termination of this
Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from Optionee’s Termination of
Employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of Applicable Laws).

10. Data Transfer. Optionee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of
Optionee’s personal data as described in this document by and among, as applicable, the Employer, and the Company and its Subsidiaries and
Affiliates for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan. Optionee understands
that the Company, its Affiliates, its Subsidiaries and the Employer hold certain personal information about Optionee, including, but not limited
to, name, home address and telephone number, date of birth, social security number (or other

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identification number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other
entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in Optionee’s favor for the purpose
of implementing, managing and administering the Plan (“Data”). Optionee understands that the Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that these recipients may be located in Optionee’s country or
elsewhere and that the recipient country may have different data privacy laws and protections than Optionee’s country. Optionee may request
a list with the names and addresses of any potential recipients of the Data by contacting the [Stock Plan Administrator]. Optionee authorizes
the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering
and managing Optionee’s participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third
party with whom Optionee may elect to deposit any Shares acquired upon the exercise of this Option. Optionee understands that Data will be
held only as long as is necessary to implement, administer and manage participation in the Plan. Optionee may, at any time, view Data, request
additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the
consents herein, in any case without cost, by contacting the Stock Plan Administrator in writing. Optionee understands that refusing or
withdrawing consent may affect Optionee’s ability to participate in the Plan. For more information on the consequences of refusing to consent
or withdrawing consent, Optionee may contact the [Stock Plan Administrator] at the Company.

11. Copies of Plan Materials. Optionee acknowledges that Optionee has received copies of the Plan and the Plan prospectus from the
Company and agrees to receive stockholder information, including copies of any annual report, proxy statement and periodic report, from the
Company’s website at http://www.exponent.com/sec-filings/. Optionee acknowledges that copies of the Plan, Plan prospectus, Plan
information and stockholder information are also available upon written or telephonic request to the [Stock Plan Administrator].

12. Entire Agreement; Plan Controls. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to Optionee’s interest except by means
of a writing signed by the Company and Optionee. This Agreement is governed by the laws of the state of Delaware. In the event of any
conflict between the terms and provisions of the Plan and this Agreement, the Plan terms and provisions shall govern. Capitalized terms used
but not defined in this Agreement have the meanings assigned to them in the Plan. Certain other important terms governing this Agreement
are contained in the Plan.

Accepted by Optionee: EXPONENT, INC.

By:
Name:
[Optionee Name] Title:

RETAIN THIS AGREEMENT FOR YOUR RECORDS

5
Exhibit 10.31

EXPONENT, INC.
2008 Equity Incentive Plan
Restricted Stock Unit Employee Bonus Grant Agreement

This Restricted Stock Unit Employee Bonus Grant Agreement (the “Agreement”) is entered into between Exponent, Inc., a Delaware
corporation (the “Company”), and (the “Employee”).

Pursuant to the terms of the 2008 Equity Incentive Plan (the “Plan”) the Company hereby awards to Employee restricted stock units
(“Restricted Stock Units”) on the terms and conditions as set forth in this Agreement and the Plan. The grant date for this award is ,
200 (the “Grant Date”). Capitalized terms used but not defined in this Agreement shall have the meaning specified in the Plan.

In consideration of the mutual promises set forth below, the parties hereto agree as follows:
1. Award of Restricted Stock Units. Subject to the terms and conditions of this Agreement and the Plan (the terms of which are
incorporated herein by reference) and effective as of the Grant Date, the Company hereby grants to the Employee Restricted Stock
Units. The Restricted Stock Units relate on a one-for-one basis to shares of the Company’s Common Stock (each such share, adjusted in
accordance with Section 14 of the Plan, a “Share”).

2. Fully Vested Award. The Restricted Stock Units are fully vested (meaning that the Employee’s right to the Restricted Stock Units is
not subject to any continuing service requirement) on the Grant Date.

3. Distribution of Shares and Settlement of Award. Subject to any limitations set forth in this Agreement (including Sections 6 and 16)
and the Plan, a number of Shares of Common Stock will be issued (“distributed”) to the Employee in settlement and full satisfaction of this
Restricted Stock Unit equal to the number of Restricted Stock Units on (or as soon as practicable after, but in no later event later than the date
that is forty-five (45) days after) the earlier of (a) the fourth anniversary of the Grant Date (the “Fourth Anniversary”), (b) the date of the
Employee’s death prior to the Fourth Anniversary, or (c) the date of any accelerated distribution as a result of Section 4 below (such date, the
“Change of Control Date”) (the earlier of such dates, the “Distribution Date”). Upon or as soon as practicable following the Distribution Date,
stock certificates (including electronic representations of the same, the “Certificate”) evidencing the Shares issued upon settlement of vested
Restricted Stock Units shall be issued and registered in the Employee’s name and delivered to (or appropriate notice in the case of electronic
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Certificate delivered to) the Employee (or in the case of the Employee’s death, to the Employee’s beneficiary or estate).
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4. Change in Control. In the event of a Change in Control (as defined in the Plan and as modified by Section 16 below), the successor to
the Company shall assume, or substitute equivalent awards for, this award on the same terms and conditions (including vesting
conditions). The medium of settlement, whether shares, cash or some combination thereof, shall be determined at the discretion of the
Administrator with the consent of the successor at the time of the Change in Control. If the award holder is involuntarily terminated for any
reason other than award holder’s failure to substantially perform the duties of award holder’s position, after written notice and a reasonable
opportunity to cure, within a two-year period beginning on the date of the Change in Control, all awards shall be vested and settled on the
date of termination. For this purpose, involuntary termination shall include the occurrence of one or more of the following events (which
occurs involuntarily to the award holder) provided that the award holder provides notice of such event within 30 days of its first occurrence
and terminates employment within 12 months of the first occurrence of the event: (1) A material diminution in the award holder’s base
compensation. (2) A material diminution in the award holder’s authority, duties, or responsibilities. (3) A material diminution in the authority,
duties, or responsibilities of the supervisor to whom the award holder is required to report. (4) A material diminution in the budget over which
the award holder retains authority. (5) A material change in the geographic location at which the award holder must perform the services.

5. Dividends. To the extent the Company pays any cash dividends, stock dividends or other distributions on or with respect to Shares
prior to the Distribution Date, the Employee shall be entitled to receive credit for cash dividends, stock dividends and other distributions paid
during the Restricted Period with respect to the corresponding number of Shares of Common Stock underlying the Restricted Stock Units,
provided that the fair market value of any such dividends or distributions shall be converted into an additional number of Restricted Stock
Units (based on the Fair Market Value of the Common Stock at the time of such payment or distribution), which additional Restricted Stock
Units shall be subject to the same forfeiture restrictions and restrictions on transferability as apply to, and shall be settled at the same time the
Restricted Stock Units with respect to which they relate. Credit under this paragraph for any dividends paid during the Restricted Period shall
be done as soon as practicable following the payment date for such dividend.

6. Tax Withholding Obligations. To meet the obligations of the Company (or a Subsidiary if the Employee is employed by an entity other
than the Company) and the Employee with respect to any income or employment withholding taxes, FICA contributions, or the like under any
federal, state, local or foreign statute, ordinance, rule, or regulation in or connection with the award grant, vesting or settlement of the
Restricted Stock Units (including without limitation additional Restricted Stock Units (if any) provided to the Employee pursuant to Section 5
above), the Committee shall require that the Company withhold a number of shares of Common Stock otherwise deliverable under this award
having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting
consequences) of the Employees estimated total federal, state, local and/or foreign tax obligations associated with grant, vesting or settlement
of the Restricted Stock Units. The Company may also in lieu of or in addition to the foregoing, at its sole discretion, either require the
Employee to deposit with the Company an amount of cash sufficient to meet such obligations and/or, withhold the required amounts from the
Employee’s pay during the pay periods

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immediately preceding the date on which any such applicable withholding tax or similar obligation otherwise arises. The Company shall not
deliver any of the Certificates until and unless the Employee has made the deposit required herein or proper provision for all applicable tax
withholding and similar obligations has been made. The Employee hereby consents to any action reasonably taken by the Company to meet all
or any of such obligations. The Employee understands that, because this award is fully vested at grant, certain withholding taxes will be due
immediately upon grant of the Restricted Stock Units.

7. Restriction on Transferability. Until the Distribution Date, the Restricted Stock Units may not be sold, transferred, pledged, assigned,
or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above,
distribution can be made pursuant to will, the laws of descent and distribution, intra-family transfer instruments or to an inter vivos trust.

8. Rights as Shareholder. Subject to Section 5 above with respect to dividend rights, the Employee shall not have voting or any other
rights as a stockholder of the Company with respect to the Restricted Stock Units prior to the Distribution Date. Upon the Distribution Date,
the Employee will obtain full voting and other rights as a shareholder of the Company.

9. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee shall be final and binding upon the Employee, the Company, and all
other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good
faith with respect to the Plan or this Agreement.

10. Effect on Other Employee Benefit Plans. The value of the Restricted Stock Units granted pursuant to this Agreement shall not be
included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee or
other benefit plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides. The Company expressly
reserves its rights to amend, modify, or terminate any of the Company’s or any Subsidiary’s employee benefit plans.

11. No Right to Employment. The award of the Restricted Stock Units pursuant to this Agreement shall not give the Employee any right
to remain employed by the Company or a Subsidiary or otherwise change the at-will nature of the Employee’s relationship with the Company
or a Subsidiary, as applicable. It does not constitute part of the Employee’s salary or wages and, unless specifically agreed to otherwise in
writing with the Company, is not relevant for purposes of determining any post-employment payment or severance to which the Employee may
become entitled.

12. Amendment. This Agreement may be amended only by a writing executed by the Company and the Employee which specifically
states that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Committee by a
writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to the Employee, and
provided that no such amendment adversely

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affects the rights of the Employee (but limiting the foregoing, the Committee reserves the right to change, by written notice to the Employee,
the provisions of the Restricted Stock Units or this Agreement in any way it may deem necessary or advisable to carry out the purpose of the
grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any
such change shall be applicable only to Restricted Stock Units which are then subject to restrictions as provided herein). Notwithstanding
anything else to the contrary in this Section 12 or in the Plan, any amendment to this Agreement shall be subject to the requirements of
Section 16 below.

13. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its
stock administrator. Any notice to be given to Employee shall be addressed to Employee at the address listed in the Company’s records. By a
notice given pursuant to this Section, either party may designate a different address for notices. Any notice shall have been deemed given
when actually delivered.

14. Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or
invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.
Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

15. Construction. The Restricted Stock Units are being issued pursuant to Section 11 of the Plan and are subject to the terms of the Plan.
A copy of the Plan has been given to the Employee, and additional copies of the Plan are available upon request during normal business hours
at the principal executive offices of the Company. To the extent that any provision of this Agreement violates or is inconsistent with an
express provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect.

16. Code Section 409A Matters. This Restricted Stock Unit award is a “nonqualified deferred compensation arrangement” subject to
Code Section 409A. The Company has attempted in good faith to structure this Restricted Stock Unit award in a manner that conforms to the
requirements of Code Section 409A(a)(2), (3) and (4) and any ambiguities herein will be interpreted to so conform with these requirements to
the maximum extent permissible. To the extent the IRS challenges whether this award in fact complies with Code Section 409A(a)(2), (3) and (4),
the Employee shall be fully responsible for any additional taxes, penalties and/or interest that might apply as a result of any adverse
determination resulting from such challenge. Any subsequent deferral election, if permitted in the Company’s sole discretion, shall comply
with the subsequent deferral election rules of Code Section 409A(a)(4)(C). Notwithstanding anything else to the contrary in this Agreement or
in the Plan, the Company may accelerate distribution of Shares under this Agreement only in accordance with Treas. Reg. §1.409A-3(j)(4).

Notwithstanding anything to the contrary contained in the Plan or this Agreement, any acceleration of the Distribution Date that occurs
pursuant to Section 4 above and/or Section 14(c) of the Plan shall only occur on a Change in Control (as defined in the Plan) that qualifies as a
“change in ownership or effective control,” or a “change in ownership of a substantial portion of the assets,” of the Company, all as defined
under Code Section 409A.

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In addition, and notwithstanding any provision of this Agreement including Section 3 above to the contrary, if at the time of the
Employee’s Termination Date he or she is a “specified employee” (as defined in Code Section 409A), and if and only if the deferral of payment
(distribution of Shares) as a result of the Employee’s termination of service is necessary in order to prevent any accelerated income
recognition or additional tax under Code Section 409A(a)(1), then the Distribution Date shall be delayed until the earlier of (1) that date that is
six months following the date on which occurs the Employee’s separation from service or (2) the date of the Employee’s death following his or
her separation from service.

17. Miscellaneous.
(a) The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification
of the Plan may in any way adversely affect the Employee’s rights under this Agreement, without the Employee’s written approval.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required. The Company shall have no liability for failure to issue Shares pursuant to this
Agreement unless it is able to do so in compliance with all Applicable Laws.

(c) All obligations of the Company under the Plan and this Agreement, with respect to the Restricted Stock Units, shall be binding
on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the Company.

(d) By signing this Agreement, the Employee acknowledges that his or her personal employment or other service information
regarding participation in the Plan and information necessary to determine and pay, if applicable, benefits under the Plan must be shared with
other entities, including companies related to the Company and persons responsible for certain acts in the administration of the Plan. By
signing this Agreement, the Employee consents to such transmission of personal data, as the Company believes is appropriate to administer
the Plan.

(e) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of
the State of California.

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

“Employee” “Company”

Exponent, Inc.

By
Name: Richard L. Schlenker, Jr.
Title: Chief Financial Officer and
Corporate Secretary

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Exhibit 10.32

EXPONENT, INC.
2008 Equity Incentive Plan
Restricted Stock Unit Employee Matching Grant Agreement

This Restricted Stock Unit Employee Matching Grant Agreement (the “Agreement”) is entered into between Exponent, Inc., a Delaware
corporation (the “Company”), and (the “Employee”).

Pursuant to the terms of the 2008 Equity Incentive Plan (the “Plan”) the Company hereby awards to Employee restricted stock units
(“Restricted Stock Units”) on the terms and conditions as set forth in this Agreement and the Plan. The grant date for this award is ,
200 (the “Grant Date”). Capitalized terms used but not defined in this Agreement shall have the meaning specified in the Plan.

In consideration of the mutual promises set forth below, the parties hereto agree as follows:

1. Award of Restricted Stock Units. Subject to the terms and conditions of this Agreement and the Plan (the terms of which are
incorporated herein by reference) and effective as of the Grant Date, the Company hereby grants to the Employee Restricted Stock
Units. The Restricted Stock Units relate on a one-for-one basis to shares of the Company’s Common Stock (each such share, adjusted in
accordance with Section 14 of the Plan, a “Share”).
2. Vesting. Restricted Stock Units vest (meaning that the Employee’s right to the Restricted Stock Units becomes nonforfeitable and no
longer subject to any continuing service requirement) on the fourth (4th) anniversary of the Grant Date (the “Vesting Date”), provided that
through the Vesting Date the following requirements are met: (a) the Employee remains continuously employed by or in service with the
Company or a Subsidiary at a level that is no less than the Minimum Work Level (as defined below); (b) the Employee does all engineering and
scientific services work through the Company or a Subsidiary; and (c) the Employee does not during the Restricted Period (as defined below)
become an employee of, or do engineering and scientific services work outside the Company for, a past or present client or competitor of the
Company or a Subsidiary. The “Minimum Work Level” is the level that equals twenty percent (20%) of the average level of bona fide services
performed (whether or not as an employee) over the immediately preceding thirty-six (36) month period (or the full service period if less than
thirty-six (36) months). The Employee has an affirmative duty to notify the Company in advance of his or her performing any services that he
or she will not provide through the Company. The period between the Grant Date and the earlier to occur of (a) the Vesting Date, (b) the date
on which the Employee’s services with the Company or a Subsidiary terminate as a result of his or her Disability (as defined in Section 17
below) or death (such date, the “Termination Date”), or (c) the date of any accelerated vesting as a result of Section 5 below (such date, the
“Change of Control Date”) is referred to as the “Restricted Period.”
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3. Effect of Termination of Service; Forfeiture. If the Employee’s service is terminated by the Employee or by the Company or a
Subsidiary, as applicable, for any reason except the Employee’s death, Disability or “Retirement” (termination after age 59 1/2 years for any
reason) before the Vesting Date, or if the Employee otherwise fails satisfy the conditions set forth in Section 2 above through that date, all
Restricted Stock Units shall be forfeited. Upon forfeiture of Restricted Stock Units under this Agreement, the portion of the award so forfeited
shall terminate and the Company shall have no obligation to issue any Shares in settlement of that portion of the award. If the Employee dies
or becomes Disabled, the pro rata portion of the Employee’s Restricted Stock Units through the Termination Date (measured as if the award
had vested on a monthly basis from the Grant Date) shall vest immediately upon the Termination Date, with the Shares underlying the portion
of the award that so vests being issued as set forth in Section 4 below, and the remainder of the Restricted Stock Units shall immediately be
forfeited. If the Employee Retires at 59 1/2 years or older during the Restricted Period, all the Shares underlying the award shall be distributed
on the Vesting Date in the manner set forth in Section 4 provided that through the vesting date the following requirements are met
(1) Employee does all consulting work through the Company; and (2) Employee does not become an employee of, or do consulting work
outside the Company for, a past or present client, beneficial party or competitor of the Company. If the Employee returns to service
immediately after the end of an approved leave of absence which is either no more than six (6) months in duration or following which the
Employee has a right to re-employment under an applicable statute or by contract, for the purposes of this Agreement only, the Employee shall
be deemed to have remained continuously employed by or in service with the Company through the period of the leave of absence.

4. Distribution of Shares and Settlement of Award. Subject to any limitations set forth in this Agreement (including Sections 7 and 17)
and the Plan, a number of Shares of Common Stock will be issued (“distributed”) to the Employee in settlement and full satisfaction of this
Restricted Stock Unit equal to the number of then-vested Restricted Stock Units on (or as soon as practicable after, but in no later event later
than the date that is forty-five (45) days after) the earlier of (a) the Vesting Date (including in the event of a qualifying Retirement), (b) the
Termination Date (but only with respect to the portion of the award that vests as set forth in Section 3 above), or (c) the Change in Control
Date (the earlier of such dates, the “Distribution Date”). Upon or as soon as practicable following the Distribution Date, stock certificates
(including electronic representations of the same, the “Certificate”) evidencing the Shares issued upon settlement of vested Restricted Stock
Units shall be issued and registered in the Employee’s name and delivered to (or appropriate notice in the case of electronic Certificate
delivered to) the Employee (or in the case of the Employee’s death, to the Employee’s beneficiary or estate).

5. Change in Control. In the event of a Change in Control (as defined in the Plan and as modified by Section 17 below), the successor to
the Company shall assume, or substitute equivalent awards for, this award on the same terms and conditions (including vesting
conditions). The medium of settlement, whether shares, cash or some combination thereof, shall be determined at the discretion of the
Administrator with the consent of the successor at the time of the Change in Control. If the award holder is involuntarily terminated for any
reason other than award holder’s failure to substantially perform the duties of award holder’s position, after written notice and a reasonable
opportunity to cure, within a two-year period beginning on the date of the Change in Control, all awards shall be vested and settled on the
date of termination.

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For this purpose, involuntary termination shall include the occurrence of one or more of the following events (which occurs involuntarily to
the award holder) provided that the award holder provides notice of such event within 30 days of its first occurrence and terminates
employment within 12 months of the first occurrence of the event: (1) A material diminution in the award holder’s base compensation. (2) A
material diminution in the award holder’s authority, duties, or responsibilities. (3) A material diminution in the authority, duties, or
responsibilities of the supervisor to whom the award holder is required to report. (4) A material diminution in the budget over which the award
holder retains authority. (5) A material change in the geographic location at which the award holder must perform the services.

6. Dividends. To the extent the Company pays any cash dividends, stock dividends or other distributions on or with respect to Shares
during the Restricted Period, the Employee shall be entitled to receive credit for cash dividends, stock dividends and other distributions paid
during the Restricted Period with respect to the corresponding number of Shares of Common Stock underlying the Restricted Stock Units,
provided that the fair market value of any such dividends or distributions shall be converted into an additional number of Restricted Stock
Units (based on the Fair Market Value of the Common Stock at the time of such payment or distribution), which additional Restricted Stock
Units shall be subject to the same forfeiture restrictions and restrictions on transferability as apply to, and shall be settled at the same time as,
and subject to the same deferral elections as, the Restricted Stock Units with respect to which they relate. Credit under this paragraph for any
dividends paid during the Restricted Period shall be done as soon as practicable following the payment date for such dividend.

7. Tax Withholding Obligations. To meet the obligations of the Company (or a Subsidiary if the Employee is employed by an entity other
than the Company) and the Employee with respect to any income or employment withholding taxes, FICA contributions, or the like under any
federal, state, local or foreign statute, ordinance, rule, or regulation in or connection with the award grant, vesting or settlement of the
Restricted Stock Units (including without limitation additional Restricted Stock Units (if any) provided to the Employee pursuant to Section 6
above), the Committee shall require that the Company withhold a number of shares of Common Stock otherwise deliverable under this award
having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting
consequences) of the Employees estimated total federal, state, local and/or foreign tax obligations associated with grant, vesting or settlement
of the Restricted Stock Units. The Company may also in lieu of or in addition to the foregoing, at its sole discretion, either require the
Employee to deposit with the Company an amount of cash sufficient to meet such obligations and/or, withhold the required amounts from the
Employee’s pay during the pay periods immediately preceding the date on which any such applicable withholding tax or similar obligation
otherwise arises. The Company shall not deliver any of the Certificates until and unless the Employee has made the deposit required herein or
proper provision for all applicable tax withholding and similar obligations has been made. The Employee hereby consents to any action
reasonably taken by the Company to meet all or any of such obligations. The Employee understands that, to the extent this award becomes
subject to any deferral on distribution of the Shares beyond the date on which he or she vests in the Restricted Stock Units covering such
Shares (including upon the date on which he or she reaches the age at which he or should could Retire), certain withholding taxes will be due
immediately at the time of vesting.

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8. Restriction on Transferability. Until the Distribution Date, the Restricted Stock Units may not be sold, transferred, pledged, assigned,
or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above,
distribution can be made pursuant to will, the laws of descent and distribution, intra-family transfer instruments or to an inter vivos trust.

9. Rights as Shareholder. Subject to Section 6 above with respect to dividend rights, the Employee shall not have voting or any other
rights as a stockholder of the Company with respect to the Restricted Stock Units prior to the Distribution Date. Upon the Distribution Date,
the Employee will obtain full voting and other rights as a shareholder of the Company.

10. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee shall be final and binding upon the Employee, the Company, and all
other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good
faith with respect to the Plan or this Agreement.

11. Effect on Other Employee Benefit Plans. The value of the Restricted Stock Units granted pursuant to this Agreement shall not be
included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee or
other benefit plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides. The Company expressly
reserves its rights to amend, modify, or terminate any of the Company’s or any Subsidiary’s employee benefit plans.

12. No Right to Employment. The award of the Restricted Stock Units pursuant to this Agreement shall not give the Employee any right
to remain employed by the Company or a Subsidiary or otherwise change the at-will nature of the Employee’s relationship with the Company
or a Subsidiary, as applicable. It does not constitute part of the Employee’s salary or wages and, unless specifically agreed to otherwise in
writing with the Company, is not relevant for purposes of determining any post-employment payment or severance to which the Employee may
become entitled.

13. Amendment. This Agreement may be amended only by a writing executed by the Company and the Employee which specifically
states that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Committee by a
writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to the Employee, and
provided that no such amendment adversely affects the rights of the Employee (but limiting the foregoing, the Committee reserves the right to
change, by written notice to the Employee, the provisions of the Restricted Stock Units or this Agreement in any way it may deem necessary
or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation,
ruling, or judicial decision, provided that any such change shall be applicable only to Restricted Stock Units which are then subject to
restrictions as provided herein). Notwithstanding anything else to the contrary in this Section 13 or in the Plan, any amendment to this
Agreement shall be subject to the requirements of Section 17 below.

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14. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its
stock administrator. Any notice to be given to Employee shall be addressed to Employee at the address listed in the Company’s records. By a
notice given pursuant to this Section, either party may designate a different address for notices. Any notice shall have been deemed given
when actually delivered.

15. Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or
invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.
Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

16. Construction. The Restricted Stock Units are being issued pursuant to Section 11 of the Plan and are subject to the terms of the Plan.
A copy of the Plan has been given to the Employee, and additional copies of the Plan are available upon request during normal business hours
at the principal executive offices of the Company. To the extent that any provision of this Agreement violates or is inconsistent with an
express provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect.

17. Code Section 409A Matters. This Restricted Stock Unit award may be considered a “nonqualified deferred compensation
arrangement” subject to Code Section 409A. The Company has attempted in good faith to structure this Restricted Stock Unit award in a
manner that conforms to the requirements of Code Section 409A(a)(2), (3) and (4) and any ambiguities herein will be interpreted to so conform
with these requirements to the maximum extent permissible. To the extent the IRS challenges whether this award in fact complies with Code
Section 409A(a)(2), (3) and (4), the Employee shall be fully responsible for any additional taxes, penalties and/or interest that might apply as a
result of any adverse determination resulting from such challenge. Any subsequent deferral election, if permitted in the Company’s sole
discretion, shall comply with the subsequent deferral election rules of Code Section 409A(a)(4)(C). Notwithstanding anything else to the
contrary in this Agreement or in the Plan, the Company may accelerate distribution of Shares under this Agreement only in accordance with
Treas. Reg. §1.409A-3(j)(4).

Notwithstanding anything to the contrary contained in the Plan or this Agreement, (1) any acceleration of the Distribution Date that
occurs pursuant to Section 5 above and/or Section 14(c) of the Plan shall only occur on a Change in Control (as defined in the Plan) that
qualifies as a “change in ownership or effective control,” or a “change in ownership of a substantial portion of the assets,” of the Company, all
as defined under Code Section 409A; and (2) “Disability” shall mean a “disability” as defined under Code Section 409A.

In addition, and notwithstanding any provision of this Agreement including Section 4 above to the contrary, if at the time of the
Employee’s Termination Date he or she is a “specified employee” (as defined in Code Section 409A), and if and only if the deferral of payment
(distribution of Shares) as a result of the Employee’s termination of service is necessary in order to prevent any accelerated income
recognition or additional tax under Code Section 409A(a)(1), then the Distribution Date shall be delayed until the earlier of (1) that date that is
six months following the date on which occurs the Employee’s separation from service or (2) the date of the Employee’s death following his or
her separation from service.

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18. Miscellaneous.
(a) The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification
of the Plan may in any way adversely affect the Employee’s rights under this Agreement, without the Employee’s written approval.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required. The Company shall have no liability for failure to issue Shares pursuant to this
Agreement unless it is able to do so in compliance with all Applicable Laws.

(c) All obligations of the Company under the Plan and this Agreement, with respect to the Restricted Stock Units, shall be binding
on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the Company.

(d) By signing this Agreement, the Employee acknowledges that his or her personal employment or other service information
regarding participation in the Plan and information necessary to determine and pay, if applicable, benefits under the Plan must be shared with
other entities, including companies related to the Company and persons responsible for certain acts in the administration of the Plan. By
signing this Agreement, the Employee consents to such transmission of personal data, as the Company believes is appropriate to administer
the Plan.

(e) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of
the State of California.

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

“Employee” “Company”

Exponent, Inc.

By
Name: Richard L. Schlenker, Jr.
Title: Chief Financial Officer and
Corporate Secretary

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Exhibit 10.33

EXPONENT, INC.
2008 Equity Incentive Plan
Restricted Stock Unit Director Grant Agreement

This Restricted Stock Unit Director Grant Agreement (the “Agreement”) is entered into between Exponent, Inc., a Delaware corporation
(the “Company”), and (the “Director”).

Pursuant to the terms of the 2008 Equity Incentive Plan (the “Plan”) the Company hereby awards to Director restricted stock units
(“Restricted Stock Units”) on the terms and conditions as set forth in this Agreement and the Plan. The grant date for this award is ,
200 (the “Grant Date”). Capitalized terms used but not defined in this Agreement shall have the meaning specified in the Plan.

In consideration of the mutual promises set forth below, the parties hereto agree as follows:

1. Award of Restricted Stock Units. Subject to the terms and conditions of this Agreement and the Plan (the terms of which are
incorporated herein by reference) and effective as of the Grant Date, the Company hereby grants to the Director Restricted Stock Units.
The Restricted Stock Units relate on a one-for-one basis to shares of the Company’s Common Stock (each such share, adjusted in accordance
with Section 14 of the Plan, a “Share”).

2. Vesting. Restricted Stock Units vest (meaning that the Director’s right to the Restricted Stock Units become nonforfeitable and no
longer subject to any service requirement) in three equal installments on the day prior to each of the Company’s three annual stockholder
meetings next following the Grant Date (each such date, a “Vesting Date”), provided that with respect to each Vesting Date the Director
remains in continuous service on the Company’s Board of Directors (the “Board”) from the Grant Date through the Vesting Date. The period
between the Grant Date and the earlier of (a) the third Vesting Date referred to in the preceding sentence (b) the Termination Date (defined in
Section 3 below), and (c) the date of any accelerated vesting pursuant to Section 5 below (such date, the “Change in Control Date”) is referred
to as the “Restricted Period.”

3. Effect of Termination of Service; Forfeiture. If the Director’s service as a member of the Board terminates for any reason or under any
circumstances (including death or disability), the Director will vest in a pro rata portion of the Restricted Stock Units through the date of such
service termination that qualifies as a “separation from service” with respect to Board service under Code Section 409A (the “Termination
Date”) so that he or she will be treated as vested in that number of Restricted Stock Units that vested on each Vesting Date occurring prior to
the Termination Date plus that additional number of Restricted Stock Units as he or she would have been vested in as of the Termination Date
if the award had been subject to daily vesting for the 365-day period beginning on the last preceding Vesting Date and ending on the
Termination
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Date and the remainder of the Restricted Stock Units shall be forfeited. Upon forfeiture of Restricted Stock Units, the portion of the award so
forfeited shall terminate and the Company shall have no obligation to issue any Shares in settlement of that portion of the award.

4. Distribution. Subject to any limitations set forth in this Agreement (including Sections 8 and 17) and the Plan, and subject to any
deferral election made pursuant to Section 6 below, a number of Shares of Common Stock will be issued (“distributed”) to the Director in
settlement of this Restricted Stock Unit equal to the number of then-vested Restricted Stock Units on (or as soon as practicable after, but in no
later event later than the date that is forty-five (45) days after) the earlier of (a) the third anniversary of the Grant Date, (b) the Termination
Date, or (c) the Change in Control Date (the earlier of such dates, and without regard to any deferral of such date pursuant to Section 6, the
“Distribution Date”). Subject to any deferral election made pursuant to Section 6 below, upon or as soon as practicable following the
Distribution Date, stock certificates (including electronic representations of the same, the “Certificate”) evidencing the Shares issued upon
settlement of vested Restricted Stock Units shall be issued and registered in the Director’s name and delivered to (or appropriate notice in the
case of electronic Certificate delivered to) the Director (or in the case of the Director’s death, to the Director’s beneficiary or estate).

5. Change in Control. In the event of a Change in Control (as defined in the Plan and as modified by Section 17 below), all awards shall be
vested and the shares underlying the Restricted Stock Units will be distributed as set forth in section 4 above.

6. Deferral Election. Subject to any conditions deemed appropriate from time to time by the Committee (including suspension of the right
to elect deferrals or to make changes to any existing deferral election), the Director may elect to defer the Distribution Date set forth in
Section 4 above using the form attached as Exhibit A (or any successor form approved by the Administrator).

7. Dividends. Participants holding Restricted Stock Units shall be entitled to receive credit for cash dividends, stock dividends and other
distributions paid during the Restricted Period (or, with respect to an award as to which a further deferral election has been made under
Section 6 above, also during the period following the Restricted Period prior to the date the Shares are to be distributed under the terms of
such deferral election) with respect to the corresponding number of Shares of Common Stock underlying the Restricted Stock Units , provided
that the fair market value of any such dividends or distributions shall be converted into an additional number of Restricted Stock Units (based
on the Fair Market Value of the Common Stock at the time of such payment or distribution), which additional Restricted Stock Units shall be
subject to the same forfeiture restrictions and restrictions on transferability as apply to, and shall be settled at the same time as, and subject to
the same deferral elections as, the Restricted Stock Units with respect to which they relate. Credit under this paragraph for any dividends paid
during the Restricted Period (including any additional deferral period) shall be done as soon as practicable following the payment date for
such dividend.

8. Tax Withholding Obligations. In such rare circumstances in which withholding is applicable, to meet any such obligations of the
Company and Director that might arise with respect to any withholding taxes, FICA contributions, or the like under any federal, state, or local

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statute, ordinance, rule, or regulation in or connection with the award grant, vesting, deferral, or settlement of the Restricted Stock Units, the
Committee can, in the limited circumstances where appropriate, require that the Company withhold a number of shares of Common Stock
otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without
adverse accounting consequences) of the Participant’s estimated total federal, state, and local tax obligations associated with vesting or
settlement of the Restricted Stock Units. In such rare circumstances, the Company may also, in lieu of or in addition to the foregoing, at its sole
discretion, either require the Director to deposit with the Company an amount of cash sufficient to meet the withholding requirements and/or
withhold the required amounts from the Director’s pay during the pay periods next following the date on which any such applicable tax liability
otherwise arises. The Company shall not deliver any of the Certificates until and unless the Director has made the deposit required herein or
proper provision for required withholding has been made. The Director hereby consents to any action reasonably taken by the Company to
meet the withholding obligations.

9. Restriction on Transferability. Until the Distribution Date, the Restricted Stock Units may not be sold, transferred, pledged, assigned,
or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.

10. Rights as Shareholder. Subject to Section 6 above with respect to dividend rights, the Director shall not have voting or any other
rights as a stockholder of the Company with respect to the Restricted Stock Units prior to the Distribution Date. Upon the Distribution Date,
the Director will obtain full voting and other rights as a shareholder of the Company.

11. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee shall be final and binding upon the Director, the Company, and all
other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good
faith with respect to the Plan or this Agreement.

12. Effect on Other Employee Benefit Plans. The value of the Restricted Stock Units granted pursuant to this Agreement shall not be
included as compensation, earnings, salaries, or other similar terms used when calculating the Director’s benefits under any director or other
benefit plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides. The Company expressly reserves
its rights to amend, modify, or terminate any of the Company’s or any Subsidiary’s employee benefit plans.

13. Amendment. This Agreement may be amended only by a writing executed by the Company and the Director which specifically states
that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Committee by a writing
which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to the Director, and provided
that no such amendment adversely affects the rights of the Director (but limiting the foregoing, the Committee reserves the right to change, by
written notice to the Director, the provisions of the Restricted Stock Units or this Agreement in any way it may deem necessary or advisable to
carry out the purpose of the grant as a result of

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any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be
applicable only to Restricted Stock Units which are then subject to restrictions as provided herein). Notwithstanding anything else to the
contrary in this Section 13 or in the Plan, any amendment to this Agreement shall be subject to the requirements of Section 17 below.

14. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its
stock administrator. Any notice to be given to Director shall be addressed to Director at the address listed in the Company’s records. By a
notice given pursuant to this Section, either party may designate a different address for notices. Any notice shall have been deemed given
when actually delivered.

15. Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or
invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.
Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

16. Construction. The Restricted Stock Units are being issued pursuant to Section 11 of the Plan and are subject to the terms of the Plan.
A copy of the Plan has been given to the Director, and additional copies of the Plan are available upon request during normal business hours
at the principal executive offices of the Company. To the extent that any provision of this Agreement violates or is inconsistent with an
express provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect.

17. Code Section 409A Matters. This Restricted Stock Unit award is a nonqualified deferred compensation arrangement subject to Code
Section 409A. The Company has attempted in good faith to structure this Restricted Stock Unit award (including any deferral elections made in
connection with such award) in a manner that conforms to the requirements of Code Section 409A(a)(2), (3) and (4) and any ambiguities herein
will be interpreted to so conform with these requirements to the maximum extent permissible. To the extent the IRS challenges whether this
award in fact conforms with Code Section 409A(a)(2), (3) and (4), the Director shall be fully responsible for any additional taxes, penalties
and/or interest that might apply as a result of any adverse determination resulting from such challenge. To the extent this award contemplates
multiple Distribution Dates (including as a result of a deferral election), each amount to be paid (Shares to be distributed) hereunder on any
particular Distribution Date is designated as a separate payment and such payments will not collectively be treated as a single payment. Any
subsequent deferral election shall comply with the subsequent deferral election rules of Section 409A(a)(4)(C) (which, as relevant to this
award, are set forth on the election form attached hereto as Exhibit A). Notwithstanding anything else to the contrary in this Agreement or in
the Plan, the Company may accelerate distribution of Shares under this Agreement only in accordance with Treas. Reg. §1.409A-3(j)(4).

Notwithstanding anything to the contrary contained in the Plan or this Agreement, any acceleration of the Distribution Date that occurs
pursuant to Section 5 above and/or Section 14(c) of the Plan shall only occur on a Change in Control (as defined in the Plan) that qualifies as a

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“change in ownership or effective control,” or a “change in ownership of a substantial portion of the assets,” of the Company, all as defined
under Code Section 409A. In addition, for all purposes under this Agreement and to the extent permitted under Code Section 409A, the
Director shall have a “separation from service” as defined under Code Section 409A upon the Termination Date.

In addition, and notwithstanding any provision of this Agreement including Section 4 above to the contrary, if at the time of the
Director’s Termination Date he or she is a “specified employee” (as defined in Code Section 409A), and if and only if the deferral of payment
(distribution of Shares) as a result of the Director’s termination of service is necessary in order to prevent any accelerated income recognition
or additional tax under Code Section 409A(a)(1), then the Distribution Date shall be delayed until the earlier of (1) that date that is six months
following the date on which occurs the Director’s separation from service or (2) the date of the Director’s death following his or her separation
from service.

18. Miscellaneous.
(a) The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification
of the Plan may in any way adversely affect the Participant’s rights under this Agreement, without the Participant’s written approval.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required. The Company shall have no liability for failure to issue Shares pursuant to this
Agreement unless it is able to do so in compliance with all Applicable Laws.

(c) All obligations of the Company under the Plan and this Agreement, with respect to the Restricted Stock Units, shall be binding
on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the Company.

(d) By signing this Agreement, the Director acknowledges that his or her personal employment or other service information
regarding participation in the Plan and information necessary to determine and pay, if applicable, benefits under the Plan must be shared with
other entities, including companies related to the Company and persons responsible for certain acts in the administration of the Plan. By
signing this Agreement, the Director consents to such transmission of personal data, as the Company believes is appropriate to administer the
Plan.

(e) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of
the State of California.

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

“Director” “Company”

Exponent, Inc.

By
Name: Richard L. Schlenker, Jr.
Title: Chief Financial Officer and
Corporate Secretary

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EXPONENT, INC.
RESTRICTED STOCK UNIT
DEFERRAL ELECTION

The following election constitutes an election by the undersigned (“you”) to defer payment of vested benefits and recognition of income
pursuant to the Restricted Stock Unit (“RSU”) Director Grant Agreement (“Agreement”) between you and Exponent, Inc. (“Company”) under
the Company’s 2008 Equity Incentive Plan. This Deferral Election may be entered into prior to or, in limited circumstances (described below)
following, the grant of your RSU. Capitalized terms used but not defined have the meanings set forth in the Company’s standard form
Agreement for Director RSU grants.

You understand you are not obligated to make a deferral election in the manner offered on this election form. If you do not make a
deferral election on this form, the Distribution Date of the RSU (the date the Shares subject to vested RSUs will be issued to you) will be the
earlier of:
(a) the third anniversary of the Grant Date of your RSU (the “Third Anniversary”), or
(b) your Termination Date (see Sections 2, 3 and 4 of the Agreement), or
(c) the Change in Control Date (see Sections 2, 4, 5 and 17 of the Agreement and Section 14(c) of the Plan),

or as soon as practicable thereafter, but in no later event later than the date that is forty-five (45) days after the relevant date.

Even if you make a deferral election on this form, the Shares underlying your vested RSUs will be distributed to you (or your heirs or
estate) earlier than the date(s) you elect in the event of (1) your death prior the elected distribution date(s), or (2) a Change in Control of the
Company in which your RSUs are terminating under Section 5 of the Agreement.

I. Deferral Election Made Prior to Grant Date of RSU. To defer the Distribution Date of the RSU beyond the date specified in the
second paragraph above, please select one of the following choices (A-E).

You agree to defer the Distribution Date applicable to your RSU so that the Shares underlying your vested RSU will be issued to you:
A. In one installment on January 15 , 20 (but not before the Third Anniversary); or
B. In (not to exceed five) annual installments starting on January 15, 20__ (but not before the Third Anniversary); or
C. In one installment on the date that is thirty (30) days following your Termination Date (the date that your service on the
Company’s Board terminates other than as a result of your death) that occurs after the Third Anniversary; or

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D. In one installment on the earlier of (1) January 15, 20 (but not before the Third Anniversary) or (2) the date that is thirty
(30) days following your Termination Date that occurs after the Third Anniversary; or
E. In (not to exceed five) annual installments starting on January 15, 20 (but not before the Third Anniversary),
unless your Termination Date occurs after the Third Anniversary but before distribution of the final installment under this Section
E, in which case any Shares related to vested RSUs that have not yet been distributed shall be distributed in a single installment on
the date that is thirty (30) days following your Termination Date.

Your election above shall become irrevocable as of the Grant Date and may be changed only in accordance with the requirements of Section II
below.

II. Deferral Election Made After the Date of Grant. To defer the Distribution Date of the RSU beyond the date specified at the Grant
Date (including any Deferral Election you previously made with respect to the RSU under Section I above), the following rules will apply to
your Deferral Election and, to the extent your election under this Section II does not conform with these rules, your election will be void and
the original Distribution Date or your prior election, as applicable, will continue to apply:
• Your Deferral Election under this Section II will become irrevocable as of tenth (10th) day after it is delivered to the Company,
subject to the Company’s review of the Deferral Election to ensure that it complies with all the requirements set forth herein,
in the Agreement and in the Plan.
• Your Deferral Election under this Section II will not be given effect until twelve (12) months and one day after the date on
which it becomes irrevocable.
• The date specified in your Deferral Election under this Section II must be after the date that is five (5) years after whichever
of the following date(s) (the “Prior Distribution Date”) would have applied in the absence of your election under this Section
II: (a) the Third Anniversary, or (b) the last of the date(s) previously specified under a Deferral Election under Section I
above.

You agree to defer the Distribution Date applicable to your RSU so that the Shares underlying your vested RSU will be issued to you:
A. In one installment on January 15, 20 (but not before the fifth anniversary of the Prior Distribution Date); or
B. In (not to exceed five) annual installments starting on January 15, 20 (but not before the fifth anniversary of the
Prior Distribution Date); or
C. In one installment on the earlier of (1) January 15, 20 (but not before the Prior Distribution Date) or (2) the date that is
thirty (30) days following the fifth (5th) anniversary of your Termination Date (the date that your service on the Company’s Board
terminates other than as a result of your death).

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The Company shall have sole discretion to revise the terms of this election form, or the procedures with respect to making this election or
any election change, to the extent the Company deems it helpful or appropriate to comply with applicable law.

[Director Name]

[Date]

9
Exhibit 10.34

EXPONENT, INC.
Restricted Stock Award Plan
Amended and Restated Restricted Stock Unit Bonus Grant Agreement

This Restricted Stock Unit Bonus Grant Agreement (the “Agreement”) is dated as of , 200 and is entered into between
Exponent, Inc., a Delaware corporation (the “Company”), and (the “Employee”).

Pursuant to the terms of the Restricted Stock Award Plan (the “Plan”) the Company hereby awards to Employee restricted stock units
(“Restricted Stock Units”) on the terms and conditions as set forth in this Agreement and the Plan. Capitalized terms used but not defined in
this Agreement shall have the meaning specified in the Plan.

In consideration of the mutual promises set forth below, the parties hereto agree as follows:

1. Award of Restricted Stock Units. Subject to the terms and conditions of this Agreement and the Plan (the terms of which are
incorporated herein by reference) and effective as of the date set forth above, the Company hereby grants to the Employee ( )
restricted stock units.

2. Vesting. The restricted stock units, which are payable as part of an earned bonus under the Company’s Equity Compensation Program,
are fully vested regardless of future service.

3. Distribution. Stock certificates (the “Certificate”) evidencing the conversion of restricted stock units into shares of Common Stock
shall be issued and registered in the Employee’s name as of the later of the fourth anniversary of the date of this Agreement. Subject to
Section 6 of this Agreement, Certificates will be delivered to the Employee as soon as practicable after the end of the restricted period.

4. Effect of Termination of Service. If the Employee’s service is terminated by the Employee or by the Company or a Subsidiary for any
reason, including Disability but not including death, before the end of the restricted period, Certificates will be distributed to the Employee as
soon as practicable after the end of the restricted period. In the event of death, Certificates will be delivered as soon as practicable to
Employee’s beneficiary or estate.

5. Dividends. Participants holding restricted stock units shall be entitled to receive cash payments equal to any cash dividends and other
distributions paid with respect to a corresponding number of shares of Common Stock, provided that if any such dividends or distributions are
paid in shares of Common Stock, the Fair Market Value of such shares of Common Stock shall be converted into restricted stock units, and
further provided that such restricted stock units shall be subject to the same forfeiture restrictions and restrictions on transferability as apply
to the restricted stock units with respect to which they relate.
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6. Tax Withholding Obligations. To meet the obligations of the Company and Employee with respect to any withholding taxes, FICA
contributions, or the like under any federal, state, or local statute, ordinance, rule, or regulation in or connection with the award, deferral, or
settlement of the restricted stock units, the Committee shall require that the Company withhold a number of shares of Company Stock
otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without
adverse accounting consequences) of the Participant’s estimated total federal, state, and local tax obligations associated with vesting or
settlement of the restricted stock units. The Company may also in lieu of or in addition to the foregoing, at its sole discretion, either require the
Employee to deposit with the Company an amount of cash sufficient to meet the withholding requirements and/or, withhold the required
amounts from the Employee’s pay during the pay periods next following the date on which any such applicable tax liability otherwise arises.
The Company shall not deliver any Certificates until and unless the Employee has made the deposit required herein or proper provision for
required withholding has been made. Employee hereby consents to any action reasonably taken by the Company to meet the withholding
obligations.

7. Restriction on Transferability. Until distribution, the restricted stock units may not be sold, transferred, pledged, assigned, or
otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above,
distribution can be made pursuant to will, the laws of descent and distribution, intra-family transfer instruments or to an inter vivos trust.

8. Rights as Shareholder. The Employee shall not have voting or any other rights as a shareholder of the Company with respect to the
restricted stock units. Upon settlement of the Restricted Stock Units into shares of Company Stock, the Employee will obtain full voting and
other rights as a shareholder of the Company.

9. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee shall be final and binding upon the Employee, the Company, and all
other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good
faith with respect to the Plan or this Agreement.

10. Effect on Other Employee Benefit Plans. The value of the restricted stock units granted pursuant to this Agreement shall not be
included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit
plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides. The Company expressly reserves its
rights to amend, modify, or terminate any of the Company’s or any Subsidiary’s employee benefit plans.

11. No Employment Rights. The award of the restricted stock units pursuant to this Agreement shall not give the Employee any right to
remain employed by the Company or a

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Subsidiary. Also, the award is completely within the discretion of the Company. It is not made as a part of any ongoing element of
compensation or something which Employee should expect to receive annually or on any other periodic basis. It does not constitute part of
Employee’s salary or wages and unless specifically agreed to otherwise with the Company is not relevant for purposes of determining any
post-employment payment or severance.

12. Amendment. This Agreement may be amended only by a writing executed by the Company and the Employee which specifically
states that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Committee by a
writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to the Employee, and
provided that no such amendment adversely affects the rights of the Employee (but limiting the foregoing, the Committee reserves the right to
change, by written notice to the Employee, the provisions of the restricted stock units or this Agreement in any way it may deem necessary or
advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling,
or judicial decision, provided that any such change shall be applicable only to restricted stock units which are then subject to restrictions as
provided herein).

13. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its
stock administrator. Any notice to be given to Employee shall be addressed to Employee at the address listed in the Company’s records. By a
notice given pursuant to this Section, either party may designate a different address for notices. Any notice shall have been deemed given
when actually delivered.

14. Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or
invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.
Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

15. Construction. The restricted stock units are being issued pursuant to Section 7 of the Plan and are subject to the terms of the Plan. A
copy of the Plan has been given to the Employee, and additional copies of the Plan are available upon request during normal business hours at
the principal executive offices of the Company. To the extent that any provision of this Agreement violates or is inconsistent with an express
provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect.

16. Miscellaneous.
(a) The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification
of the Plan may in any way adversely affect the Participant’s rights under this Agreement, without the Participant’s written approval.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.

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(c) All obligations of the Company under the Plan and this Agreement, with respect to the restricted stock units, shall be binding
on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the Company.

(d) By signing this Agreement, the Employee acknowledges that his or her personal employment information regarding
participation in the Plan and information necessary to determine and pay, if applicable, benefits under the Plan must be shared with other
entities, including companies related to the Company and persons responsible for certain acts in the administration of the Plan. By signing
this Agreement employee consents to such transmission of personal data as the Company believes is appropriate to administer the Plan.

(e) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of
the State of California.

(f) “Disability” means the total and permanent disability of the Employee where, by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve
(12) months, the Participant is either (i) unable to engage in any substantial gainful activity; or (ii) receiving income replacement benefits for a
period of not less than three (3) months under an accident or health plan covering employees of the Company, in each case in accordance with
Code Section 409A and applicable guidance issued thereunder.

(g) The only circumstance in which a transaction specified in Section 17 below will result in acceleration of distribution of Shares
shall be in connection with a transaction or series of transactions in which the Company experiences a “change in ownership,” a “change in
effective control,” or a “change in the ownership of a substantial portion of assets,” in each case as defined under Code Section 409A and
applicable guidance issued thereunder.

17. Change In Control. In the event of a Change in Control, the successor to the Company shall assume, or substitute equivalent awards
for, this award on the same terms and conditions (including vesting conditions). The medium of settlement, whether shares, cash or some
combination thereof, shall be determined at the discretion of the Administrator with the consent of the successor at the time of the Change in
Control. If the award holder is involuntarily terminated for any reason other than award holder’s failure to substantially perform the duties of
award holder’s position, after written notice and a reasonable opportunity to cure, within a two-year period beginning on the date of the
Change in Control, all awards shall be vested and settled on the date of termination. For this purpose, involuntary termination shall include the
occurrence of one or more of the following events (which occurs involuntarily to the award holder) provided that the award holder provides
notice of such event within 30 days of its first occurrence and terminates employment within 12 months of the first occurrence of the event:
(1) A material diminution in the award holder’s base compensation. (2) A material diminution in the award holder’s authority, duties, or
responsibilities. (3) A material diminution in the authority, duties, or responsibilities of the supervisor to whom the award holder is required to
report. (4) A material diminution in the budget over which the award holder retains authority. (5) A material change in the geographic location
at which the award holder must perform the services.

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18. General Code Section 409A Matters. This award may be a “nonqualified deferred compensation arrangement” subject to Code
Section 409A. To the extent that it is, the parties intend that it conform to the requirements of Code Section 409A(a)(2), (3) and (4) and any
ambiguities herein will be interpreted to so conform with these requirements to the maximum extent permissible. To the extent the IRS
challenges whether this award in fact conforms with Code Section 409A(a)(2), (3) and (4), the Employee shall be fully responsible for any
additional taxes, penalties and/or interest that might apply as a result of any adverse determination resulting from such challenge. Any
subsequent deferral election, if permitted in the Company’s sole discretion, shall comply with the subsequent deferral election rules of Code
Section 409A(a)(4)(C). In addition, notwithstanding anything else to the contrary in this Agreement or in the Plan, (a) the Company may
accelerate distribution of Shares under this Agreement only in accordance with Treas. Reg. §1.409A-3(j)(4), and (b) no amendment may be
made to this award except as permitted under this paragraph.

In addition, if at the time of the Employee’s Termination Date he or she is a “specified employee” (as defined in Code Section 409A), and if and
only if the deferral of payment or distribution of Shares as a result of the Employee’s termination of services is necessary in order to prevent
any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the Distribution Date shall be delayed until the
earlier of (1) that date that is six months following the date on which occurs the Employee’s separation from service or (2) the date of the
Employee’s death following his or her separation from service.

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

“Employee” “Company”

Exponent, Inc.

By

Name:

Title:

6
Exhibit 10.35

EXPONENT, INC.
Restricted Stock Award Plan
Amended and Restated Restricted Stock Unit Matching Grant Agreement

This Restricted Stock Unit Matching Grant Agreement (the “Agreement”) is dated as of , 200 and is entered into between
Exponent, Inc., a Delaware corporation (the “Company”), and (the “Employee”).

Pursuant to the terms of the Restricted Stock Award Plan (the “Plan”) the Company hereby awards to Employee restricted stock units
(“Restricted Stock Units”) on the terms and conditions as set forth in this Agreement and the Plan. Capitalized terms used but not defined in
this Agreement shall have the meaning specified in the Plan.

In consideration of the mutual promises set forth below, the parties hereto agree as follows:

1. Award of Restricted Stock Units. Subject to the terms and conditions of this Agreement and the Plan (the terms of which are
incorporated herein by reference) and effective as of the date set forth above, the Company hereby grants to the Employee ( )
Restricted Stock Units.

2. Vesting. Restricted stock units vest on the fourth anniversary (“Vesting Date”) of the date of this Agreement provided that through
the Vesting Date the following requirements are met: (1) Employee remains continuously employed by the Company at a 20% work rate or
more; (2) Employee does all consulting work through the Company; and (3) Employee does not become an employee of, or do consulting work
outside the Company for, a past or present client, beneficial party or competitor of the Company. Employee has an affirmative duty to notify
the Company of any services which are required to be provided through the Company. In the event of a merger or asset sale within the
meaning of the Plan, the vesting of Restricted Stock Units shall accelerate to the extent, if any, provided in the Plan.
3. Effect of Termination of Service or Leave of Absence. If the Employee’s service is terminated by the Employee or by the Company or a
Subsidiary for any reason except Employee’s death, Disability or “Retirement” (termination after age 59 1/2 ) before the Vesting Date, all
restricted stock units shall be forfeited. If Employee dies or becomes Disabled, the pro rata portion of Employee’s restricted stock units
through the date of death or Disability shall vest. In the case of Retirement, all restricted stock units shall vest. If Employee returns to service
immediately after the end of an approved leave of absence, Employee shall be deemed to have remained continuously employed by the
Company through the period of the leave of absence.

4. Distribution. Stock certificates (the “Certificate”) evidencing the conversion of restricted stock units into shares of Common Stock
shall be issued and registered in the Employee’s name as of the Vesting Date. Subject to Section 6 of this Agreement, Certificates
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will be delivered to the Employee as soon as practicable after the end of the restricted period. In the case of death, Certificates shall be
delivered to the Employee’s beneficiary or estate as soon as practicable following the date of death.

5. Dividends. Participants holding restricted stock units shall be entitled to receive cash payments equal to any cash dividends and other
distributions paid with respect to a corresponding number of shares of Common Stock, provided that if any such dividends or distributions are
paid in shares of Common Stock, the Fair Market Value of such shares of Common Stock shall be converted into restricted stock units, and
further provided that such restricted stock units shall be subject to the same forfeiture restrictions and restrictions on transferability as apply
to the Restricted Stock Units with respect to which they relate.

6. Tax Withholding Obligations. To meet the obligations of the Company and Employee with respect to any withholding taxes, FICA
contributions, or the like under any federal, state, or local statute, ordinance, rule, or regulation in or connection with the award, deferral, or
settlement of the restricted stock units, the Committee shall require that the Company withhold a number of shares of Common Stock otherwise
deliverable having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse
accounting consequences) of the Participant’s estimated total federal, state, and local tax obligations associated with vesting or settlement of
the restricted stock units. The Company may also in lieu of or in addition to the foregoing, at its sole discretion, either require the Employee to
deposit with the Company an amount of cash sufficient to meet the withholding requirements and/or, withhold the required amounts from the
Employee’s pay during the pay periods next following the date on which any such applicable tax liability otherwise arises. The Company shall
not deliver any of the Certificates until and unless the Employee has made the deposit required herein or proper provision for required
withholding has been made. Employee hereby consents to any action reasonably taken by the Company to meet the withholding obligations.

7. Restriction on Transferability. Until distribution, the restricted stock units may not be sold, transferred, pledged, assigned, or
otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above,
distribution can be made pursuant to will, the laws of descent and distribution, intra-family transfer instruments or to an inter vivos trust.

8. Rights as Shareholder. The Employee shall not have voting or any other rights as a shareholder of the Company with respect to the
restricted stock units. Upon settlement of the restricted stock units into shares of Company Stock, the Employee will obtain full voting and
other rights as a shareholder of the Company.

9. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee shall be final and binding upon the Employee, the Company, and all
other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good
faith with respect to the Plan or this Agreement.

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10. Effect on Other Employee Benefit Plans. The value of the restricted stock units granted pursuant to this Agreement shall not be
included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit
plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides. The Company expressly reserves its
rights to amend, modify, or terminate any of the Company’s or any Subsidiary’s employee benefit plans.

11. No Employment Rights. The award of the restricted stock units pursuant to this Agreement shall not give the Employee any right to
remain employed by the Company or a Subsidiary. Also, the award is completely within the discretion of the Company. It is not made as a part
of any ongoing element of compensation or something which Employee should expect to receive annually or on any other periodic basis. It
does not constitute part of Employee’s salary or wages and unless specifically agreed to otherwise with the Company is not relevant for
purposes of determining any post-employment payment or severance.

12. Amendment. This Agreement may be amended only by a writing executed by the Company and the Employee which specifically
states that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Committee by a
writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to the Employee, and
provided that no such amendment adversely affects the rights of the Employee (but limiting the foregoing, the Committee reserves the right to
change, by written notice to the Employee, the provisions of the restricted stock units or this Agreement in any way it may deem necessary or
advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling,
or judicial decision, provided that any such change shall be applicable only to restricted stock units which are then subject to restrictions as
provided herein).

13. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its
stock administrator. Any notice to be given to Employee shall be addressed to Employee at the address listed in the Company’s records. By a
notice given pursuant to this Section, either party may designate a different address for notices. Any notice shall have been deemed given
when actually delivered.

14. Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or
invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.
Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

15. Construction. The restricted stock units are being issued pursuant to Section 7 of the Plan and are subject to the terms of the Plan. A
copy of the Plan has been given to the Employee, and additional copies of the Plan are available upon request during normal business hours at
the principal executive offices of the Company. To the extent that any provision of this Agreement violates or is inconsistent with an express
provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect.

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16. Miscellaneous.
(a) The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification
of the Plan may in any way adversely affect the Participant’s rights under this Agreement, without the Participant’s written approval.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.

(c) All obligations of the Company under the Plan and this Agreement, with respect to the restricted stock units, shall be binding
on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the Company.

(d) By signing this Agreement, the Employee acknowledges that his or her personal employment information regarding
participation in the Plan and information necessary to determine and pay, if applicable, benefits under the Plan must be shared with other
entities, including companies related to the Company and persons responsible for certain acts in the administration of the Plan. By signing
this Agreement employee consents to such transmission of personal data as the Company believes is appropriate to administer the Plan.

(e) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of
the State of California.

(f) “Disability” means the total and permanent disability of the Employee where, by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve
(12) months, the Participant is either (i) unable to engage in any substantial gainful activity; or (ii) receiving income replacement benefits for a
period of not less than three (3) months under an accident or health plan covering employees of the Company, in each case in accordance with
Code Section 409A and applicable guidance issued thereunder.

(g) The only circumstance in which a transaction specified in Section 17 below will result in acceleration of distribution of Shares
shall be in connection with a transaction or series of transactions in which the Company experiences a “change in ownership,” a “change in
effective control,” or a “change in the ownership of a substantial portion of assets,” in each case as defined under Code Section 409A and
applicable guidance issued thereunder.

17. Change in Control. In the event of a Change in Control, the successor to the Company shall assume, or substitute equivalent awards
for, this award on the same terms and conditions (including vesting conditions). The medium of settlement, whether shares, cash or some
combination thereof, shall be determined at the discretion of the Administrator with the consent of the successor at the time of the Change in
Control. If the award holder is involuntarily terminated for any reason other than award holder’s failure to substantially perform the duties of
award holder’s position, after written notice and a reasonable opportunity to cure,

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within a two-year period beginning on the date of the Change in Control, all awards shall be vested and settled on the date of termination. For
this purpose, involuntary termination shall include the occurrence of one or more of the following events (which occurs involuntarily to the
award holder) provided that the award holder provides notice of such event within 30 days of its first occurrence and terminates employment
within 12 months of the first occurrence of the event: (1) A material diminution in the award holder’s base compensation. (2) A material
diminution in the award holder’s authority, duties, or responsibilities. (3) A material diminution in the authority, duties, or responsibilities of
the supervisor to whom the award holder is required to report. (4) A material diminution in the budget over which the award holder retains
authority. (5) A material change in the geographic location at which the award holder must perform the services.

18. General Code Section 409A Matters. This award may be a “nonqualified deferred compensation arrangement” subject to Code
Section 409A. To the extent that it is, the parties intend that it conform to the requirements of Code Section 409A(a)(2), (3) and (4) and any
ambiguities herein will be interpreted to so conform with these requirements to the maximum extent permissible. To the extent the IRS
challenges whether this award in fact conforms with Code Section 409A(a)(2), (3) and (4), the Employee shall be fully responsible for any
additional taxes, penalties and/or interest that might apply as a result of any adverse determination resulting from such challenge. Any
subsequent deferral election, if permitted in the Company’s sole discretion, shall comply with the subsequent deferral election rules of Code
Section 409A(a)(4)(C). In addition, notwithstanding anything else to the contrary in this Agreement or in the Plan, (a) the Company may
accelerate distribution of Shares under this Agreement only in accordance with Treas. Reg. §1.409A-3(j)(4), and (b) no amendment may be
made to this award except as permitted under this paragraph.

In addition, if at the time of the Employee’s Termination Date he or she is a “specified employee” (as defined in Code Section 409A), and if and
only if the deferral of payment or distribution of Shares as a result of the Employee’s termination of services is necessary in order to prevent
any accelerated income recognition or additional tax under Code Section 409A(a)(1), then the Distribution Date shall be delayed until the
earlier of (1) that date that is six months following the date on which occurs the Employee’s separation from service or (2) the date of the
Employee’s death following his or her separation from service.

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

“Employee” “Company”

Exponent, Inc.

By
Name:
Title:

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Exhibit 10.36

EXPONENT, INC.
Restricted Stock Award Plan
Amended and Restated Restricted Stock Unit Director Grant Agreement

This Restricted Stock Unit Director Grant Agreement (the “Agreement”) is dated as of and is entered into between Exponent, Inc.,
a Delaware corporation (the “Company”), and (the “Director”).

Pursuant to the terms of the Restricted Stock Award Plan (the “Plan”) the Company hereby awards to Director restricted stock units
(“Restricted Stock Units”) on the terms and conditions as set forth in this Agreement and the Plan. Capitalized terms used but not defined in
this Agreement shall have the meaning specified in the Plan.

In consideration of the mutual promises set forth below, the parties hereto agree as follows:

1. Award of Restricted Stock Units. Subject to the terms and conditions of this Agreement and the Plan (the terms of which are
incorporated herein by reference) and effective as of the date set forth above, the Company hereby grants to the Director Restricted
Stock Units.

2. Vesting. Restricted stock units vest in three equal installments on the day prior to the Company’s annual shareholder meeting
(“Vesting Dates”), provided that through a particular Vesting Date the Director remains continuously in service to the Company.

3. Distribution of Shares. Subject to any limitations set forth in this Agreement (including Sections 6 and 18 below) and the Plan, a
number of Shares of Common Stock will be issued (“distributed”) to the Director in settlement of this Restricted Stock Unit equal to the
number of then-vested Restricted Stock Units on (or as soon as practical after, but in no event later than forty-five (45) days after) the earlier to
occur of (a) the third anniversary of the Grant Date, (b) the Termination Date (but only with respect to the portion of the award that is then-
vested as provided for in Section 4 of the Agreement, or (c) to the extent specified in Section 17 of the agreement, the date which vesting
acceleration occurs in connection with a change in control of the Company (the earlier of such dates, the “Distribution Date”). Upon or as
soon as practicable following the Distribution Date, stock certificates (including electronic representations of the same, the “Certificate”)
evidencing the Shares issued upon settlement of vested Restricted Stock Units shall be issued and registered in the Director’s name and
delivered to (or appropriate notice in the case of electronic Certificate delivered to) the Director (or in the case of the Director’s death, to the
Director’s beneficiary or estate).

4. Effect of Termination of Service. If the Director’s service on the Company’s Board of Directors is terminated by the Director or by the
Company, the pro rata portion of the
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Restricted Stock Units through the date of such service termination that qualifies as a “separation from service” under Code Section 409A (the
“Termination Date”) will vest and the Shares underlying all vested Restricted Stock Units will be distributed as set forth in Section 3 above,
with the remainder of the unvested Restricted Stock Units being immediately forfeited. Upon forfeiture of Restricted Stock Units, the portion of
the award so forfeited shall terminate and the Company shall have no obligation to issue any Shares in settlement of that portion of the award.

5. Dividends. Participants holding restricted stock units shall be entitled to receive cash payments equal to any cash dividends and other
distributions paid with respect to a corresponding number of shares of Common Stock, provided that if any such dividends or distributions are
paid in shares of Common Stock, the Fair Market Value of such shares of Common Stock shall be converted into restricted stock units, and
further provided that such restricted stock units shall be subject to the same forfeiture restrictions and restrictions on transferability as apply
to the Restricted Stock Units with respect to which they relate.

6. Tax Withholding Obligations. In such rare circumstances in which withholding is applicable, to meet any such obligations of the
Company and Director that might arise with respect to any withholding taxes, FICA contributions, or the like under any federal, state, or local
statute, ordinance, rule, or regulation in or connection with the award, deferral, or settlement of the restricted stock units, the Committee can, in
the limited circumstances where appropriate, require that the Company withhold a number of shares of Common Stock otherwise deliverable
having a Fair Market Value sufficient to satisfy the statutory minimum (or such higher amount as is allowable without adverse accounting
consequences) of the Participant’s estimated total federal, state, and local tax obligations associated with vesting or settlement of the
restricted stock units. In such rare circumstances, the Company may also, in lieu of or in addition to the foregoing, at its sole discretion, either
require the Director to deposit with the Company an amount of cash sufficient to meet the withholding requirements and/or, withhold the
required amounts from the Director’s pay during the pay periods next following the date on which any such applicable tax liability otherwise
arises. The Company shall not deliver any of the Certificates until and unless the Director has made the deposit required herein or proper
provision for required withholding has been made. The Director hereby consents to any action reasonably taken by the Company to meet the
withholding obligations.

7. Restriction on Transferability. Until distribution, the restricted stock units may not be sold, transferred, pledged, assigned, or
otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above,
distribution can be made pursuant to will, the laws of descent and distribution, intra-family transfer instruments or to an inter vivos trust.

8. Rights as Shareholder. The Director shall not have voting or any other rights as a shareholder of the Company with respect to the
restricted stock units. Upon settlement of the restricted stock units into shares of Company Stock, the Director will obtain full voting and other
rights as a shareholder of the Company.

9. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions
taken and

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all interpretations and determinations made by the Committee shall be final and binding upon the Director, the Company, and all other
interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith
with respect to the Plan or this Agreement.

10. Effect on Other Employee Benefit Plans. The value of the restricted stock units granted pursuant to this Agreement shall not be
included as compensation, earnings, salaries, or other similar terms used when calculating the Director’s benefits under any director or other
benefit plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides. The Company expressly reserves
its rights to amend, modify, or terminate any of the Company’s or any Subsidiary’s employee benefit plans.

11. No Employment, Consulting or Board Service Rights. The award of the restricted stock units pursuant to this Agreement shall not
give the Director any right to remain in the service of the Company or a Subsidiary. Also, the award is completely within the discretion of the
Company. It is not made as a part of any ongoing element of compensation or something which the Director should expect to receive annually
or on any other periodic basis. It does not constitute part of the Director’s compensation and unless specifically agreed to otherwise with the
Company is not relevant for purposes of determining any post-employment payment or severance.

12. Amendment. This Agreement may be amended only by a writing executed by the Company and the Director which specifically states
that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Committee by a writing
which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to the Director, and provided
that no such amendment adversely affects the rights of the Director (but limiting the foregoing, the Committee reserves the right to change, by
written notice to the Director, the provisions of the restricted stock units or this Agreement in any way it may deem necessary or advisable to
carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial
decision, provided that any such change shall be applicable only to restricted stock units which are then subject to restrictions as provided
herein). Notwithstanding anything to the contrary contained in this Section 12 or in the Plan, any amendments to this Agreement shall be
subject to the requirements of Section 18 of this Agreement.

13. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its
stock administrator. Any notice to be given to Director shall be addressed to Director at the address listed in the Company’s records. By a
notice given pursuant to this Section, either party may designate a different address for notices. Any notice shall have been deemed given
when actually delivered.

14. Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or
invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.
Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

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15. Construction. The restricted stock units are being issued pursuant to Section 7 of the Plan and are subject to the terms of the Plan. A
copy of the Plan has been given to the Director, and additional copies of the Plan are available upon request during normal business hours at
the principal executive offices of the Company. To the extent that any provision of this Agreement violates or is inconsistent with an express
provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect.

16. Miscellaneous.
(a) The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification
of the Plan may in any way adversely affect the Participant’s rights under this Agreement, without the Participant’s written approval.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.

(c) All obligations of the Company under the Plan and this Agreement, with respect to the restricted stock units, shall be binding
on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the Company.

(d) By signing this Agreement, the Director acknowledges that his or her personal employment information regarding
participation in the Plan and information necessary to determine and pay, if applicable, benefits under the Plan must be shared with other
entities, including companies related to the Company and persons responsible for certain acts in the administration of the Plan. By signing
this Agreement the Director consents to such transmission of personal data, as the Company believes is appropriate to administer the Plan.

(e) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of
the State of California.

17. Change in Control. In the event of a Change in Control, all awards shall be vested and the shares underlying the Restricted Stock
Units will be distributed as set forth in Section 3 above.

18. Code Section 409A Matters. This Restricted Stock Unit award is a “nonqualified deferred compensation arrangement” subject to
Code Section 409A. The Company has attempted in good faith to structure this Restricted Stock Unit award (including any deferral elections
made in connection with such award) in a manner that conforms to the requirements of Code Section 409A(a)(2), (3) and (4), and any
ambiguities herein will be interpreted to so comply with these requirements to the maximum extent permissible. To the extent the IRS challenges
whether this award in fact conforms with Code Section 409A(a)(2), (3) and (4), the Director shall be fully responsible for any additional taxes,
penalties and/or interest that might apply as a result of any adverse determination resulting from such challenge. To the extent this award
contemplates multiple Distribution Dates (including as a result of a deferral election), each

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amount to be paid (Shares to be distributed) hereunder on any particular Distribution Date is designated as a separate payment and such
payments will not collectively be treated as a single payment. Any subsequent deferral election shall comply with the subsequent deferral
election rules of Section 409A(a)(4)(C) (which, as relevant to this award, are set forth on the election form attached hereto as Exhibit A).
Notwithstanding anything else to the contrary in this Agreement or the Plan, the Company may accelerate distribution of Shares under this
Agreement only in accordance with Treas. Reg. §1.409A-3(j)(4).

In addition, and notwithstanding any provision of this Agreement including Section 4 above to the contrary, if at the time of the Director’s
Termination Date he or she is a “specified employee” (as defined in Code Section 409A), and if and only if the deferral of payment or
distribution of Shares as a result of the Director’s termination of services is necessary in order to prevent any accelerated income recognition
or additional tax under Code Section 409A(a)(1), then the Distribution Date shall be delayed until the earlier of (1) that date that is six months
following the date on which occurs the Director’s separation from service or (2) the date of the Director’s death following his or her separation
from service.

Notwithstanding anything to the contrary contained in the Plan or this Agreement, (1) any acceleration of the Distribution Date that occurs
pursuant to Section 17 of the Agreement shall only occur on a transaction that qualifies as a “change in ownership or effective control,” or a
“change in ownership of a substantial portion of the assets,” of the Company, all as defined under Code Section 409A; and (2) for all purposes
under this Agreement and to the extent permitted under Code Section 409A, the Director shall have a “separation from service” as defined
under Code Section 409A upon the Termination Date.

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

“Director” “Company”

Exponent, Inc.

By
Name:
Title:

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Exhibit 21.1

SUBSIDIARIES OF THE COMPANY

State or Other Jurisdiction

of Incorporation or
Subsidiary Incorporation or Organization

Failure Analysis Associates B.V. Netherlands

Exponent Realty LLC Delaware
Exponent International Ltd. United Kingdom
Exponent Science and Technology
Consulting (Hangzhou) Co., Ltd. China
Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Exponent, Inc.:

We consent to the incorporation by reference in the Registration Statements (Nos. 33-38479, 33-46054, 33-72510, 33-79368, 333-31830, 333-
67806, 333-99243, 333-106105, 333-117108, 333-128141, 333-138618, 333-151238) on Form S-8 of Exponent, Inc. of our report dated February 24,
2009, with respect to the consolidated balance sheets of Exponent, Inc. as of January 2, 2009 and December 28, 2007, and related consolidated
statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended
January 2, 2009, and related financial statement schedule and the effectiveness of internal control over financial reporting as of January 2, 2009,
which report appears in the January 2, 2009 annual report on Form 10-K of Exponent, Inc.

/s/ KPMG LLP

San Francisco, California
February 24, 2009
Exhibit 31.1

CERTIFICATION

I, Michael R. Gaulke, certify that:

1. I have reviewed this annual report on Form 10-K of Exponent, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.

Date: February 24, 2009

/s/ Michael R. Gaulke

Michael R. Gaulke
Chief Executive Officer and
Chairman of the Board of Directors
Exhibit 31.2

CERTIFICATION

I, Richard L. Schlenker, certify that:

1. I have reviewed this annual report on Form 10-K of Exponent, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.

Date: February 24, 2009

/s/ Richard L. Schlenker

Richard L. Schlenker
Chief Financial Officer
Exhibit 32.1
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Exponent, Inc. (the “Company”) on Form 10-K for the fiscal year ending January 2, 2009 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael R. Gaulke, Chief Executive Officer and Chairman of
the Board of Directors of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.

February 24, 2009

/s/ Michael R. Gaulke

Michael R. Gaulke
Chief Executive Officer and
Chairman of the Board of Directors
Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Exponent, Inc. (the “Company”) on Form 10-K for the fiscal year ending January 2, 2009 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard L. Schlenker, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.

February 24, 2009

/s/ Richard L. Schlenker

Richard L. Schlenker
Chief Financial Officer