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                                                                    Exhibit 10.5

                           ULTRA CLEAN HOLDINGS, INC.
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN
                     (TO BE EFFECTIVE AS OF THE IPO CLOSING)

      Section 1. Purpose. The purposes of the Ultra Clean Holdings, Inc. Stock
Incentive Plan (this "PLAN") are to promote the interests of Ultra Clean
Holdings, Inc., a Delaware company (together with its successors and assigns,
the "COMPANY") and its stockholders by (i) attracting and retaining exceptional
executive personnel and other key employees and consultants of the Company and
its Affiliates (as defined below); (ii) motivating employees, consultants and
directors by means of performance related incentives to achieve longer range
performance goals; and (iii) enabling employees, consultants and directors to
participate in the long term growth and financial success of the Company.

      Section 2. Definitions. As used in the Plan, the following terms shall
have the meanings set forth below:

      "AFFILIATE" means any parent corporation or subsidiary corporation of the
Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

      "AWARD" means any Option or other stock-based award granted under Section
6 or 7 hereof.

      "AWARD AGREEMENT" means any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

      "BOARD" means the Board of Directors of the Company.

      "CAUSE" means, unless otherwise defined in any Employment Agreement or
Award Agreement:

            (i) the failure, refusal or willful neglect of a Participant to
      perform the services required of such Participant in his capacity as an
      employee;

            (ii) the Company forming a good faith belief that a Participant has
      engaged in fraudulent conduct in connection with the business of the
      Company or its subsidiaries or that a Participant has committed a felony;

            (iii) a Participant's breach of any trade secret or confidential
      information agreement with the Company or its subsidiaries; or

            (iv) the Company forming a good faith belief that a Participant has
      committed an act of misconduct, violated the Company's or its
      subsidiaries' anti-discrimination policies prohibiting discrimination or
      harassment on the grounds of


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      race, sex, age or any other legally prohibited basis, or otherwise has
      caused material harm to the Company's or its subsidiaries' reputation or
      goodwill.

      "CHANGE OF CONTROL" means the occurrence of one of the following events:

            (i) the consummation of a merger or consolidation of the Company
      with or into any other entity pursuant to which the stockholders of the
      Company, or applicable, immediately prior to such merger or consolidation
      hold less than 50% of the voting power of the surviving entity;

            (ii) the sale or other disposition of all or substantially all of
      the Company's assets; or

            (iii) any acquisition by any person or persons (other than the
      direct and indirect stockholders of the Company immediately after the
      Effective Date) of the beneficial ownership of 50% or more of the voting
      power of the Company's equity securities in a single transaction or series
      of related transactions; provided, however, that an underwritten public
      offering of the Company's securities shall not be considered a Change in
      Control;

provided, however, that a transaction shall not constitute a Change in Control
if its sole purpose is to change the state of the Company's incorporation or to
create a holding company that will be owned in substantially the same
proportions by the persons who held the Company's securities immediately before
such transaction.

      "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

      "COMMITTEE" means a committee of one or more members of the Board
designated by the Board to administer the Plan. Until otherwise determined by
the Board, the full Board shall be the Committee under the Plan.

      "CONSULTANT" means any natural person, including an advisor, engaged by
the Company or an Affiliate to render bona fide consulting or advisory services.

      "DIRECTOR" means a member of the Board.

      "DISABILITY" shall mean "permanent and total disability" as defined in
Section 22(e)(3) of the Code.

      "EMPLOYEE" means an employee of the Company or any of its Affiliates.

      "EMPLOYMENT AGREEMENT" means an employment agreement entered into between
a Participant and the Company or any of its Affiliates.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "EXERCISE PRICE" means the purchase price of the Option as set forth in
the Award Agreement.


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      "FAIR MARKET VALUE" means, with respect to a Share as of any date of
determination, the reported closing price of a share of such class of common
stock on such exchange or market as is the principal trading market for such
class of common stock for the trading day immediately preceding such date of
determination. If such class of common stock is not listed on an exchange or
principal trading market on such date, the fair market value of a Share shall be
determined by the Committee in good faith taking into account as appropriate
recent sales of the Shares, recent valuations of the Shares and such other
factors as the Committee shall in its discretion deem relevant or appropriate.

      "INCENTIVE STOCK OPTION" means a right to purchase Shares from the Company
that is granted under Section 6 of the Plan and that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

      "NON-QUALIFIED STOCK OPTION" means a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is not intended to
be an Incentive Stock Option.

      "OPTION" means an Incentive Stock Option or a Non-Qualified Stock Option.

      "PARTICIPANT" means a Person granted an Award under the Plan (and to the
extent applicable, any heirs or legal representatives thereof).

      "PERSON" means any individual, corporation, limited liability company,
partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

      "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act or any
successor to Rule 16b-3, as in effect from time to time.

      "SEC" means the Securities and Exchange Commission or any successor
thereto.

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

      "SHARES" means shares of common stock of the Company or such other
securities as may be designated by the Committee from time to time.

      "SUBSTITUTE AWARDS" means Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.

      Section 3. Administration.

      (a) Authority of Committee. The Plan shall be administered by the
Committee. Subject to the terms of the Plan, applicable law and contractual
restrictions affecting the Company, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to a


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Participant and the exercise price or purchase price, if applicable; (iii)
determine the number of Shares to be covered by, or with respect to which
payments, rights, or other matters are to be calculated in connection with,
Awards; (iv) determine the terms and conditions (including the vesting schedule,
if any) of any Award and Award Agreement; (v) determine whether, to what extent,
and under what circumstances Awards may be settled or exercised in cash, Shares,
other securities, other Awards or other property, or canceled, forfeited, or
suspended and the method or methods by which Awards may be settled, exercised,
canceled, forfeited or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or of the
Committee; (vii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.

      (b) Committee Composition. If the Board in its discretion deems it
advisable, the Board may provide that the Committee may consist solely of two or
more "Outside Directors" as defined in the regulations under Section 162(m) of
the Code and/or solely of two or more "Non-Employee Directors" as defined in
Rule 16b-3.

      (c) Committee Discretion Binding. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including the Company, any of its
Affiliates, any Participant, any holder or beneficiary of any Award, any
shareholder and any Employee.

      Section 4. Shares Available for Awards.

      (a) Shares Available. Subject to adjustment as provided in this Section,
the number of Shares with respect to which Awards may be granted under the Plan
shall be 2,062,177, plus an annual increase on the first day of each fiscal year
during the term of the Plan beginning January 1, 2005 through 2014, in each case
in an amount equal to the lesser of (i) 370,228 shares, (ii) 2% of the number of
shares of the Common Stock outstanding on such date, or (iii) an amount
determined by the Board. Such Shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares. If, after the effective date
of the Plan, any Shares covered by an Award granted under the Plan (including
any Substitute Award) or to which such an Award relates are forfeited, or if
such an Award is settled for cash or otherwise terminates or is canceled without
the delivery of Shares, then the Shares covered by such Award, or to which such
Award relates, shall again become Shares with respect to which Awards may be
granted. In addition, Shares tendered in satisfaction or partial satisfaction of
the exercise price of any Award or any tax withholding obligations will again
become Shares with respect to which Awards may be granted.


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      (b) Section 162(m) Limitation. Subject to the provisions below relating to
adjustments upon changes in the shares of Common Stock, no Employee shall be
eligible to be granted Options covering more than 750,000 shares of Common Stock
during any calendar year and no Employee shall be eligible to be granted other
Awards covering more than 750,000 shares of Common Stock during any calendar
year.

      (c) Adjustments. In the event that the number of issued Shares is
increased or decreased as a result of a stock dividend, stock split, reverse
stock split, combination or reclassification of Shares, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company (provided that conversion of any convertible
securities of the Company shall not be deemed to have been "effected without
receipt of consideration"), then the Committee shall, in such manner as it may
deem equitable, adjust any or all of (i) the number of Shares of the Company (or
number and kind of other securities or property) with respect to which Awards
may thereafter be granted, (ii) the number of Shares or other securities of the
Company (or number and kind of other securities or property) subject to
outstanding Awards, and (iii) the grant or exercise price with respect to any
Award.

      (d) Substitute Awards. Any Shares underlying Substitute Awards shall not
be counted against the Shares authorized for issuance under the Plan and shall
increase the number Shares available for issuance hereunder.

      Section 5. Eligibility.

      (a) General. Any Employee, Consultant or Director shall be eligible to be
selected by the Committee to receive an Award under the Plan.

      (b) Incentive Stock Options. Only Employees shall be eligible for the
grant of Incentive Stock Options.

      (c) Substitute Awards. Holders of options and other types of awards
granted by a company acquired by the Company or with which the Company combines
are eligible for grants of Substitute Awards hereunder.

      (d) Non-Employee Directors. Awards may be granted to Non-Employee
Directors in accordance with the policies established from time to time by the
Board specifying the number of shares (if any) to be subject to each such Award
and the time(s) at which such awards shall be granted. Awards granted to
Non-Employee Directors shall be on terms and conditions determined by the Board,
subject to the provisions of the Plan.

      Section 6. Stock Options.

      (a) Grants. The Committee is authorized to grant Options to Participants
with the terms and conditions set forth in this Section 6 and with such
additional terms and conditions, in either case not inconsistent with the
provisions of the Plan, as the Committee shall determine.


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      (b) Type of Option. The Committee shall have the authority to grant
Incentive Stock Options, Non-Qualified Stock Options, or both. In the case of
Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with the provisions of Section 422 of the Code, as from
time to time amended, or any successor provision thereto, and any regulations
implementing such statute.

      (c) Exercise Price. The Committee in its sole discretion shall establish
the Exercise Price at the time each Option is granted. Notwithstanding the
foregoing, the Exercise Price of any Option shall not be less than 100% of the
Fair Market Value at the time the Option is granted.

      (d) Exercise. Each Option shall be exercisable at such times and subject
to such terms and conditions as the Committee may, in its sole discretion,
specify in the applicable Award Agreement or thereafter. The Committee may
impose such conditions with respect to the exercise of Options, including
without limitation, any relating to the application of Federal or state
securities laws, as it may deem necessary or advisable.

      (e) Payment. No Shares shall be delivered pursuant to any exercise of an
Option until payment in full of the exercise price is received by the Company.
Such payment may be made: (i) in cash; (ii) if approved by the Committee, in
Shares (the value of such Shares shall be their Fair Market Value on the date of
exercise) owned by the Participant for the period required to avoid a charge to
the Company's earnings (which is generally six months); (iii) if approved by the
Committee, by a combination of the foregoing; (iv) if approved by the Committee,
in accordance with a cashless exercise program; or (v) in such other manner as
permitted by the Committee at the time of grant or thereafter.

      Section 7. Other Stock-based Awards.

      (a) Other Stock-based Awards. The Committee is hereby authorized to grant
to Participants awards of restricted stock, restricted stock units, stock
appreciation rights, rights to purchase stock, bonus stock rights, warrants,
rights to dividends and dividend equivalents, and other awards that are
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares) as are deemed by the Committee to be
consistent with the purposes of the Plan. Subject to the terms of the Plan, the
Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section shall be purchased for such consideration, which may be paid by such
method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards, or other property, or any
combination thereof, as the Committee shall determine.

      Section 8. Effect of Termination of Employment or Service.

      (a) Termination of Employment or Service. Except as the Committee may
otherwise provide at the time the Award is granted or thereafter, or as required
to comply with applicable law, if the Participant's employment or service with
the Company and its


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Affiliates is terminated by Participant or by the Company for any reason (other
than death or Disability or by the Company for Cause), then (i) to the extent
not yet vested as of the date of termination, an Award shall immediately be
forfeited, and (ii) to the extent vested as of the date of termination, an Award
may be retained and, if applicable, exercised until the earlier of (A) the date
three months (or such longer or shorter period, if any, specified in the
applicable Award Agreement or Employment Agreement) after such termination of
employment or service or (B) the date such Award would have expired had it not
been for the termination of employment or service, after which time, in either
case, such Award shall expire.

      (b) Death or Disability. Except as the Committee may otherwise provide at
the time the Award is granted or thereafter, or as required to comply with
applicable law, if the Participant's employment or service with the Company and
its Affiliates is terminated by reason of death or Disability, then (i) to the
extent not yet vested as of the date of termination, an Award shall immediately
be forfeited, and (ii) to the extent vested as of the date of termination, the
Award may be retained and, if applicable, exercised by the Participant or his
successor (if employment or service is terminated by death) until the earlier of
(A) the date one year after such termination of employment or service or (B) the
date such Award would have expired had it not been for the termination of such
employment or service, after which time, in either case, such Award shall
expire.

      (c) Cause. Except as the Committee may otherwise provide at the time the
Award is granted or thereafter, or as required to comply with applicable law, if
the Participant's employment or service with the Company and its Affiliates is
terminated by the Company or an Affiliate for Cause, all Awards shall be
forfeited and shall expire immediately on the date of termination.

      Section 9. Amendment and Termination.

      (a) Amendment or Termination of the Plan. The Board may amend, alter,
suspend, discontinue, or terminate the Plan or any portion thereof at any time;
provided that no such amendment, alteration, suspension, discontinuation or
termination shall be made without shareholder approval if such approval is
necessary to comply with any tax or regulatory requirement, for which or with
which the Board deems it necessary or desirable to qualify or comply.
Notwithstanding anything to the contrary herein, the Committee may amend the
Plan in such manner as may be necessary so as to have the Plan conform with
local rules and regulations in any jurisdiction outside the United States. Any
such amendment, alteration, suspension, discontinuance, or termination that
would adversely affect the rights of a Participant or any holder or beneficiary
of any Award theretofore granted shall not to that extent be effective with
respect to such Award without the consent of the affected Participant, holder or
beneficiary, except as otherwise provided in Section 10 below or elsewhere in
the Plan.

      (b) Amendment or Termination of Awards. Subject to the terms of the Plan
and applicable law, the Committee may waive any conditions or rights under,
amend any terms of, or alter, suspend, discontinue, cancel or terminate, any
Award theretofore granted, prospectively or retroactively; provided that any
such waiver, amendment (other


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than any amendment to Section 10 hereof), alteration, suspension,
discontinuance, cancellation or termination that would adversely affect the
rights of a Participant or any holder or beneficiary of any Award theretofore
granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary, except as otherwise provided in
Section 10 below or elsewhere in the Plan or the applicable Award Agreement.

      Section 10. Corporate Transactions.

      (a) Corporate Transactions. Any provision of this Plan or any Award
Agreement to the contrary notwithstanding, in the event of a Change of Control,
the Committee, in its sole discretion, (i) may cause any outstanding Award to be
(x) continued by the Company, (y) assumed, or substituted with a substantially
equivalent award, by the successor company (or its parent or any of its
subsidiaries), or (z) canceled in consideration of a cash payment or alternative
Award, if applicable, made to the holder of such canceled Award equal in value
to the Fair Market Value of such canceled Award less any exercise price
(provided that the Committee may determine that only holders of vested Awards
shall receive any such cash payment or alternative Award); or (ii) may take any
other action or actions with respect to the outstanding Awards that it deems
appropriate. Any Award (or any portion thereof) not continued or assumed by the
Company or the successor company (or its parent or any of its subsidiaries), as
applicable, pursuant to the foregoing shall terminate on such Change of Control
and the holder thereof shall be entitled to no consideration for such Award.

      (b) Dissolution or Liquidation. In the event of a dissolution or
liquidation of the Company, then all outstanding Awards shall terminate
immediately prior to such event.

      Section 11. General Provisions.

      (a) Dividend Equivalents. In the sole and complete discretion of the
Committee, an Award may provide the Participant with dividends or dividend
equivalents, payable in cash, Shares, other securities or other property on a
current or deferred basis.

      (b) Nontransferability of Awards. Except to the extent otherwise provided
in an Award Agreement, no Award shall be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by a Participant, except by will or
the laws of descent and distribution.

      (c) No Rights to Awards. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

            (d) Share Certificates. Certificates issued in respect of Shares
shall, unless the Committee otherwise determines, be registered in the name of
the Participant or its permitted transferees and shall be deposited by such
Participant or permitted transferee,


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together with a stock power endorsed in blank, with the Company. When the
Participant ceases to be bound by any transfer restrictions set forth herein or
in the applicable Award Agreement, the Company shall deliver such certificates
to the Participant upon request. Such stock certificate shall carry such
appropriate legends, and such written instructions shall be given to the Company
transfer agent, as may be deemed necessary or advisable by counsel to the
Company in order to comply with the requirements of the Securities Act of 1933,
any state securities laws or any other applicable laws. All certificates for
Shares or other securities of the Company or any of its Affiliates delivered
under the Plan pursuant to any Award or the exercise thereof shall be subject to
such stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations and other requirements of the
Securities and Exchange Commission or any stock exchange upon which such Shares
or other securities are then listed and any applicable laws or rules or
regulations, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

      (e) Withholding. A Participant may be required to pay to the Company or
any of its Affiliates, and the Company or any Affiliate shall have the right and
is hereby authorized to withhold from any Award, from any payment due or
transfer made under any Award or under the Plan or from any compensation or
other amount owing to a Participant, the amount (in cash, Shares, other
securities, other Awards or other property) of any applicable withholding taxes
in respect of an Award, its exercise, or any payment or transfer under an Award
or under the Plan and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes.
The Committee may provide for additional cash payments to holders of Awards to
defray or offset any tax arising from any such grant, lapse, vesting, or
exercise of any Award.

      (f) Award Agreements. Each Award hereunder shall be evidenced by an Award
Agreement which shall be delivered to the Participant and shall specify the
terms and conditions of the Award and any rules applicable thereto.

      (g) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other compensation arrangements, which may, but need not, provide for the
grant of options, restricted stock, Shares and other types of Awards provided
for hereunder (subject to shareholder approval if such approval is required),
and such arrangements that may be either generally applicable or applicable only
in specific cases.

      (h) No Right to Employment. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ or service of the
Company or any Affiliate and shall not lessen or effect the right of the Company
or its Affiliates to terminate the employment or service of a Participant.

      (i) Rights as a Stockholder. Subject to the provisions of the applicable
Award, no Participant or holder or beneficiary of any Award shall have any
rights as a stockholder with respect to any Shares to be issued under the Plan
until he or she has become the holder of such Shares.


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      (j) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of California.

      (k) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.

      (l) Other Laws. The Committee may refuse to issue or transfer any Shares
or other consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant in connection therewith shall
be promptly refunded to the relevant Participant, holder or beneficiary. Without
limiting the generality of the foregoing, no Award granted hereunder shall be
construed as an offer to sell securities of the Company, and no such offer shall
be outstanding, unless and until the Committee in its sole discretion has
determined that any such offer, if made, would be in compliance with all
applicable requirements of the U.S. federal securities laws and any other laws
to which such offer, if made, would be subject.

      (m) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.

      (n) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash or other securities or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

      (o) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

      (p) Proprietary Information and Inventions Agreement. A Participant shall,
as a condition precedent to the exercise or settlement of an Award, have
executed and be in


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compliance with the Company's (or its subsidiary's) standard form of
confidentiality and non-disclosure agreement.

      (q) Modification of Award Terms for non-U.S. Employees. The Committee
shall have the discretion and authority to grant Awards with such modified terms
as the Committee deems necessary or appropriate in order to comply with the laws
of the country in which the Employee resides or is employed, and may establish a
subplan under this Plan for such purposes.

      Section 12 . Term of the Plan. The Plan shall remain in effect until
terminated by the Board under the terms of the Plan, provided that in no event
may Incentive Stock Options be granted under the Plan later than ten years from
the date the Plan was adopted by the Board (or as otherwise allowed by
applicable law). Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted hereunder may, and the authority
of the Board or the Committee to amend, alter, adjust, suspend, discontinue or
terminate any such Award or to waive any conditions or rights under any such
Award shall, continue after the authority for grant of new Awards hereunder has
been exhausted.


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