Exhibit
99.1
   IRVINE
    SENSORS CORPORATION
    AMENDED AND RESTATED
    2006 OMNIBUS INCENTIVE PLAN
    (AMENDED AND RESTATED AS
    OF MARCH 31,
    2009)




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Table of
    Contents
  Section 1.

Purpose


A-1Section 2.

Definitions


A-1Section 3.

Administration


A-3(a)

Power and Authority of the Committee


A-3(b)

Power and Authority of the Board


A-4Section 4.

Shares Available for Awards


A-4(a)

Shares Available


A-4(b)

Accounting for Awards


A-4(c)

Adjustments


A-4(d)

Section 162(m) Award Limitations Under the Plan


A-4Section 5.

Eligibility


A-5Section 6.

Awards


A-5(a)

Options


A-5(b)

Stock Appreciation Rights


A-6(c)

Restricted Stock and Restricted Stock Units


A-6(d)

Performance Awards


A-7(e)

Dividend Equivalents


A-7(f)

Other Stock Grants


A-7(g)

Other Stock-Based Awards


A-7(h)

General


A-7Section 7.

Amendment and Termination; Adjustments


A-9(a)

Amendments to the Plan


A-9(b)

Amendments to Awards


A-9(c)

Correction of Defects, Omissions and Inconsistencies


A-9Section 8.

Income Tax Withholding


A-9Section 9.

General Provisions


A-10(a)

No Rights to Awards


A-10(b)

Award Agreements


A-10(c)

Plan Provisions Control


A-10(d)

No Rights of Stockholders


A-10(e)

No Limit on Other Compensation Arrangements


A-10(f)

No Right to Employment


A-10(g)

Governing Law


A-10(h)

Severability


A-11(i)

No Trust or Fund Created


A-11(j)

Other Benefits


A-11(k)

No Fractional Shares


A-11(l)

Headings


A-11(m)

Section 16 Compliance; Section 162(m) Administration


A-11(n)

Conditions Precedent to Issuance of Shares


A-11Section 10.

Effective Date of the Plan


A-11Section 11.

Term of the Plan


A-11  i




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IRVINE
    SENSORS CORPORATION
    AMENDED AND RESTATED
    2006 OMNIBUS INCENTIVE PLAN
    (AMENDED AND RESTATED AS
    OF MARCH 31,
    2009)
  Section Purpose
    Section Definitions
    Affiliate
  Award
  Award Agreement
  Board
  Code
  Committee Rule 16b-3 Non-Employee
    Director Outside Director
  Company
  Director
  Dividend Equivalent
  Eligible Person
  Exchange Act
  Fair Market Value
 1




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Incentive Stock Option
  Misconduct
  Non-Employee Director Rule 16b-3
  Non-Qualified Stock Option
  Option
  Other Stock Grant
  Other Stock-Based Award
  Outside Director
  Participant
  Performance Award
  Performance Goal
 2




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Permanent Disability
  Person
  Plan
  Qualified Performance Based Award
  Restricted Stock
  Restricted Stock Unit
  Rule 16b-3 Rule 16b-3
  Section 162(m)
  Securities Act
  Service
  Share Shares
  Stock Appreciation Right
  Section Administration
  Power and Authority of the
    Committee.
 3




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Power and Authority of the
    Board.
  Section Shares
    Available for Awards
  Shares Available.
  Accounting for Awards.
  Adjustments. split-up, provided, however
  Section 162(m) Award Limitations Under the
    Plan.
   4




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Section 5. Eligibility
    Section Awards
  Options.
  Exercise Price. provided however
  Option Term.
  Time and Method of
    Exercise.
  Incentive Stock
    Options.
   5




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provided, however
  provided, however
    Stock Appreciation Rights.
  Restricted Stock and Restricted Stock
    Units.
  Restrictions.
  Issuance of Shares.
  Forfeiture. provided, however
 6




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Performance Awards. Qualified
    Performance Based Award
  Dividend Equivalents.
  Other Stock Grants.
  Other Stock-Based Awards.
  General.
  Consideration for
    Awards.
  Awards May Be Granted Separately or
    Together.
  Forms of Payment under
    Awards.
 7




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Limits on Transfer of
    Awards. provided, however provided, further Form S-8 inter vivos provided provided further
  Term of Awards.
  Restrictions; Securities Exchange
    Listing. Form S-8
  Prohibition on
    Repricing.
  Additional California Restrictions on
    Exercise, Minimum Vesting and Transferability; California
    Information Requirements.
   8




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Section 260.140.45, based
    on the securities of the Company which are outstanding at the
    time the calculation is made, unless a higher percentage is
    approved by at least two-thirds of the outstanding securities
    entitled to vote.
  Rule 14a-3(b) 10-K 14a-3(b);
  Section 7. Amendment
    and Termination; Adjustments
  Amendments to the Plan. provided however
            Amendments to Awards.
  Correction of Defects, Omissions and
    Inconsistencies.
  Section Income
    Tax Withholding
   9




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Section General
    Provisions
  No Rights to Awards.
  Award Agreements.
  Plan Provisions Control.
  No Rights of
    Stockholders.
  No Limit on Other Compensation
    Arrangements.
  No Right to Employment.
  Governing Law.
 10




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Severability.
  No Trust or
    Fund Created.
  Other Benefits.
  No Fractional Shares.
  Headings.
  Section 16 Compliance; Section 162(m)
    Administration. Rule 16b-3 Rule 16b-3. Rule 16b-3
  Conditions Precedent to Issuance of
    Shares.
  Section Effective
    Date of the Plan
    Section Term
    of the Plan
   11