##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K/A(Amendment
    No. 1)
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    September 28, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-8402
  IRVINE SENSORS
    CORPORATION
 (Exact Name of Registrant as
    Specified in Its Charter)
      Delaware

33-0280334(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)3001 Red Hill Avenue,
    Costa Mesa, California(Address of Principal
    Executive Offices)

92626(Zip Code)   Registrants telephone number, including area code:
 (714) 549-8211
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class:

Name of Each Exchange on Which Registered:Common Stock

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large accelerated filer o

Accelerated filer o

Non-accelerated filero
    (Do not check if a smaller reporting company)

Smaller reporting Company þ   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
    None.




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##### 





IRVINE
    SENSORS CORPORATION
    ANNUAL REPORT ON
    FORM 10-K/A
    (AMENDMENT NO. 1)
    FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 2008
    TABLE OF CONTENTS
   
 PAGEExplanatory Note


3PART IIIItem 10.

Directors, Executive Officers and Corporate Governance


3Item 11.

Executive Compensation


8Item 12.

Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters


22Item 13.

Certain Relationships and Related Transactions, and Director
    Independence


26Item 14.

Principal Accountant Fees and Services


33PART IVItem 15.

Exhibits and Financial Statement Schedules


34Signatures


43EX-31.1EX-31.2EX-32   2




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EXPLANATORY
    NOTE
  Form 10-K Form 10-K. Form 10-K Form 10-K, Form 10-K Form 10-K.
  Form 10-K/A Form 10-K Form 10-K.
  Rule 12b-15 Form 10-K Form 10-K,
  PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Name

Age

PositionJohn C. Carson


70


Chairman of the Board, Chief Executive Officer and PresidentPeter Kenefick


49


Vice PresidentVolkan Ozguz


53


Senior Vice President and Chief Technical OfficerDaryl L. Smetana


57


Vice PresidentJohn J. Stuart, Jr.


69


Senior Vice President, Chief Financial Officer, Secretary and
    TreasurerMarc Dumont(1)(2)(3)


65


DirectorJack Johnson(1)


61


DirectorThomas M. Kelly(1)(2)


67


DirectorFrank Ragano(3)


80


DirectorRobert G. Richards(2)


80


Director     (1)
    
    Member of the Audit Committee(2)
    
    Member of the Compensation Committee(3)
    
    Member of the Nominating and Corporate Governance Committee  Mr. Carson
 3




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Mr. Dumont
  Mr. Johnson
  Dr. Kelly
  Mr. Kenefick
  Dr. Ozguz
  General (Ret.) Ragano
 4




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Mr. Richards Infrared Physics and Engineering
  Mr. Smetana
  Mr. Stuart
       5




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Corporate
    Governance, Board Composition and Board Committees
  Board
    Committees and Meetings
    Audit
    Committee
  Regulation S-K. http://www.irvine-sensors.com
  Compensation
    Committee
  http://www.irvine-sensors.com
 6




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Nominating
    and Corporate Governance Committee
  http://www.irvine-sensors.com
      Code
    of Ethics
  http://www.irvine-sensors.com
  (714) 549-8211.
  Section 16(a)
    Beneficial Ownership Reporting Compliance
   7




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Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Form 10-K Form 10-K
  Introduction
    General
    Compensation Philosophy
    
    Offer a total compensation program that takes into consideration
    the compensation practices of other technology companies of
    similar size with which we compete for executive talent;
    Provide annual executive officer incentive awards that take into
    account our overall financial performance in terms of designated
    corporate objectives; and
    Strengthen the alignment of the interests of executive officers
    with those of stockholders by paying some or all of earned
    incentive awards as equity-based compensation. 8




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Compensation
    Components and Process
      Summary
    of Fiscal 2007 and Fiscal 2008 Executive Compensation
    Summary
    Compensation Table
  Change inPension ValueandNonqualifiedDeferredStock



Non-Equity

Compensation

All OtherBonus

Awards

Option

Incentive Plan

Earnings

CompensationFiscal

Salary

($)

($)

Awards

Compensation

($)

($)

TotalName and Principal Position

Year

($)

(1)

(2)

($)

($)

(3)

(4)

($)(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)John C. Carson


2008



280,779



















(95,470
)


53,854



239,163Chief Executive Officer and President


2007



257,504



















(37,535
)


71,904



291,873John J. Stuart, Jr.


2008



251,231



















(97,710
)


33,822



188,343Chief Financial Officer, Senior Vice President, Secretary and
    Treasurer


2007



245,007



















(38,172
)


61,982



268,817Volkan Ozguz


2008



248,352



11,956



43,605















10,516



314,429Senior Vice President,
    Chief Technical Officer


2007



232,534



56,400



36,660















19,562



308,496Daryl L. Smetana


2008



196,659







4,183















28,910



229,752Vice President


2007



189,774



11,000



7,150















54,463



255,237Peter Kenefick


2008



206,016







6,984















10,226



223,226Vice President of Irvine Sensors Corporation and Vice President
    and former General Manager of Optex Systems, Inc.


2007



172,120



43,400



28,210



30,690











13,035



259,245     (1)
    
    Fiscal 2007 bonus awards were declared for the named individuals
    in January 2008 based on performance against fiscal 2007
    individual incentive targets established in December 2006, as
    measured upon filing of our Form
    10-K in
    January 2008 and a discretionary grant for Mr. Kenefick.
    The sole fiscal 2008 bonus award was declared for Dr. Ozguz in
    January 2009 based on performance against fiscal 2008 individual
    incentive targets established in January 2008, as measured upon
    filing of our
    Form 10-K
    in January 2009. All bonus awards for fiscal 2007 and fiscal
    2008 are payable 35% in cash and 65% in common stock under the
    2006 Omnibus Incentive Plan. 9




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(2)
    
    Reflects stock portion of the bonus awards for fiscal 2007 and
    fiscal 2008 referred to in footnote (1) above.(3)
    
    Pension values declined in fiscal 2007 and fiscal 2008 because
    the named individuals remained employed with us, and the present
    value of projected future payment streams declined
    correspondingly. Nonqualified deferred compensation in our plan
    is derived from a market-based security, our Common Stock, and
    as such, does not contribute above-market earnings to the
    accounts of the named individuals.(4)
    
    Amounts in this column include the value of shares contributed
    to the named individuals account in the Employee Stock
    Bonus Plan. See Employee Stock Bonus Plan. Amounts
    in this column also include the value of shares contributed to a
    Rabbi Trust to be held for the benefit of the named individuals
    pursuant to a non-qualified deferred compensation retirement
    plan. See Non-Qualified Deferred Compensation Plan.  Principal
    Elements of Executive Compensation
  Base Salary.
    Discretionary Bonus.
 10




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Annual Incentive Awards Plan.
  Form 10-K Form 10-K
     11




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Long-Term Equity-Based Incentive Awards.
  Form 10-K
     12




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13




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Grants of
    Plan-Based Awards for Fiscal 2008
  All OtherStock


All OtherAwards:


Option Awards:Estimated Future Payouts Under Equity Incentive


Number of


Number of


Exercise orEstimated Future Payouts


Plan


Shares of


Securities


Base Price ofUnder Non-Equity Incentive Plan Awards (1)


Awards (1)


Stock or


Underlying


OptionThreshold


Target


Maximum


Threshold


Target


Maximum


Units


Options


AwardsName

Grant Date


($)


($)


($)


(#)


(#)


(#)


(#)


(#)


($/Sh)(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)


(i)


(j)


(k)John C. Carson


3/05/08































60,000



13.00Chief Executive Officer and PresidentJohn J. Stuart, Jr.


3/05/08































30,000



13.00Chief Financial Officer, Senior Vice President, Secretary and
    TreasurerVolkan Ozguz






































Senior Vice President, Chief Technical OfficerDaryl L. Smetana






































Vice PresidentPeter Kenefick






































Vice President of Irvine Sensors Corporation and Vice President
    and formerly General Manager of Optex Systems, Inc.     (1)
    
    All incentive plan awards to date, both non-equity and equity,
    have performance periods equal to the fiscal year. Therefore, no
    multiple year estimates are provided. 14




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Option Awards


Stock AwardsEquityEquity


Incentive PlanEquity














Incentive Plan


Awards:Incentive Plan














Awards:


Market orAwards:











Market


Number of


Payout ValueNumber of


Number of


Number of








Number of


Value of


Unearned


of UnearnedSecurities


Securities


Securities








Shares or


Shares or


Shares, Units


Shares, UnitsUnderlying


Underlying


Underlying








Units of


Units of


or Other


or OtherUnexercised


Unexercised


Unexercised


Option





Stock That


Stock That


Rights That


Rights ThatOptions


Options


Unearned


Exercise


Option


Have Not


Have Not


Have Not


Have Not(#)


(#)


Options


Price


Expiration


Vested


Vested


Vested


VestedName

Exercisable


Unexercisable


(#)


($)


Date


(#)


($)


(#)


($)(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)


(i)


(j)John C. Carson


15,000











21.90



3/01/15















Chief Executive


10,000











26.40



9/20/15







Officer and


15,000











36.20



3/02/14







President


60,000











13.00



3/05/18



60,000



John J. Stuart, Jr.


2,400











11.60



4/16/12















Chief Financial


7,500











26.40



9/20/15







Officer, Senior Vice


15,000











36.20



3/02/14







President, Secretary and Treasurer


30,000











13.00



3/05/18



30,000



Volkan Ozguz


1,500











10.40



3/25/13















Senior Vice


1,500











11.50



12/03/11President, Chief


1,448











11.60



4/16/12Technical Officer


1,500











21.50



3/16/155,000











26.40



9/20/151,393











28.50



3/29/14Daryl L. Smetana


2,500











11.50



12/03/11















Vice President


1,200











21.50



3/16/15900











26.40



9/20/151,393











28.50



3/29/14Peter Kenefick


1,600











14.10



6/06/12















Vice President of


1,500



1,125







17.00



5/10/15



375



Irvine Sensors


720











26.40



9/20/15Corporation and Vice President and formerly General Manager of
    Optex Systems, Inc.  15




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Option
    Exercises and Stock Vested for Fiscal 2008
  Option Awards


Stock AwardsNumber of





Number ofShares





SharesAcquired


Value Realized


Acquired


Value Realizedon Exercise


on Exercise


on Vesting


on VestingName

(#)


($)


(#)


($)(a)

(b)


(c)


(d)


(e)John C. Carson


21,500











Chief Executive Officer and PresidentJohn J. Stuart, Jr.


3,750











Chief Financial Officer, Senior Vice President, Secretary and
    TreasurerVolkan Ozguz














Senior Vice President, Chief Technical OfficerDaryl L. Smetana














Vice PresidentPeter Kenefick














Vice President of Irvine Sensors Corporation and
    Vice President and formerly General Manager of Optex Systems,
    Inc.   Non-Qualified Deferred Compensation Plan. Non-Qualified
 16




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Nonqualifed
    Deferred Compensation for Fiscal 2008
  AggregateExecutive


Registrant


Aggregate


Aggregate


BalanceContributions in


Contributions in


Earnings in


Withdrawals/


at LastLast FY


Last FY


Last FY


Distributions


FYEName

($)


($)


($)


($)


($)(a)

(b)


(c)


(d)


(e)


(f)John C. Carson






24,978



(169,133
)






18,141Chief Executive Officer and PresidentJohn J. Stuart, Jr.






20,186



(136,609
)






14,652Chief Financial Officer, Senior Vice President, Secretary and
    TreasurerVolkan Ozguz


















Senior Vice President, Chief Technical OfficerDaryl L. Smetana






18,879



(127,719
)






13,700Vice PresidentPeter Kenefick


















Vice President of Irvine Sensors Corporation and Vice President
    and formerly General Manager of Optex Systems, Inc.   Employee Stock Bonus Plan.
  Perquisites.
 17




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Post-Employment
    Compensation
  non-qualified
  Executive Salary Continuation Program. post-retirement
 18




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Pension
    Benefits for Fiscal 2008
  Number of


PresentYears


Value of


PaymentsCredited


Accumulated


During LastService


Benefit


Fiscal YearName

Plan Name


(#)


($)


($)(a)

(b)


(c)


(d)


(e)John C. Carson


Executive Salary Continuation Program



38



1,203,806



Chief Executive Officer and PresidentJohn J. Stuart, Jr.


Executive Salary Continuation Program



32



1,239,101



Chief Financial Officer, Senior Vice President, Secretary and
    TreasurerVolkan Ozguz














Senior Vice President, Chief Technical OfficerDaryl L. Smetana














Vice PresidentPeter Kenefick














Vice President of Irvine Sensors Corporation and Vice President
    and formerly General Manager of
    Optex Systems, Inc.   Non-Qualified Deferred Compensation Plan.
  Employee Stock Bonus Plan.
  Employment
    Contracts, Termination of Employment and
    Change-In-Control
    Agreements
  Employment Contracts.
  Termination of Employment,
    Change-in-Control.
   19




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Principal
    Elements of Director Compensation
  Compensation
    of Directors
    Long-Term Equity-Based Incentive Awards
   20




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Director
    Compensation for Fiscal 2008
  Change inPensionValue andFees Earned or








Non-Equity


NonqualifiedPaid in


Stock


Option


Incentive Plan


Deferred


All OtherCash


Awards


Awards


Compensation


Compensation


Compensation


TotalName

($)


($)


($)


($)


Earnings


($)


($)(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)Mel R. Brashears (former director)


31,000



107,500



















138,500John C. Carson


























Marc Dumont


48,250



36,000



















84,250Jack Johnson


6,900







500















7,400Thomas M. Kelly


48,250



33,000



















81,250Clifford Pike (former director)


40,850



73,100



















113,950Frank Ragano


34,000



24,000



















58,000Robert G. Richards


33,000



24,000



















57,000Chris Toffales (former director)


8,500























8,500   Impact of
    Accounting and Tax Treatment of Compensation
   21




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Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Committee Report
  Form 10-K/A
  Form 10-K
        Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Ownership
    Of Securities
    
    each stockholder, or group of affiliated stockholders, that we
    know beneficially owns more than 5% of our outstanding common
    stock;
    each of our named executive officers;
    each of our directors; and
    all of our directors and executive officers as a group. 22




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Rule 13d-3
    c/o Irvine
  Amount of
    Common Stock Beneficially Owned and Nature of Beneficial
    Ownership
  Aggregate


Percent ofSole Voting or


Shared Voting or


Beneficial


BeneficialName

Investment Power


Investment Power


Ownership


Ownership(1)John C. Carson


201,444
(2)(3)


2,566,161
(14)(15)(16)


2,767,605



48.8
%Marc Dumont


22,952
(4)






22,952



*Jack Johnson


1,250
(5)






1,250



*Thomas M. Kelly


21,098
(6)






21,098



*Peter Kenefick


16,889
(7)






16,889



*Volkan Ozguz


33.455
(8)






33.455



*Frank Ragano


9,433
(9)






9,433



*Robert G. Richards


56,521
(10)






56,521



1.0
%Daryl L. Smetana


36,153
(11)






36,153



*John J. Stuart, Jr.


91,993
(3)(12)


2,566,161
(14)(15)(16)


2,289,267



40.3
%All current directors and executive officers as a group
    (10 persons)


491,188
(13)


2,566,161
(14)(15)(16)


3,057,349



52.9
%5% Stockholders Not Listed Above:Wilmington Trust Company TTEE Irvine Sensors Corporation
    Cash or Deferred & Stock Bonus Plan Ret. Plan






2,497,700
(15)


2,497,700



44.3
%FirstMark Capital, L.L.C.(19)


548,414
(17)(18)






548,414



9.0
%     *
    
    Represents beneficial ownership of less than 1% of the
    outstanding shares of Common Stock.(1)
    
    Shares owned and percentages for Mr. Carson,
    Mr. Stuart and all current directors and executive officers
    as a group are partially duplicative, since the voting or
    investment power over shares of common stock held by our
    Employee Stock Bonus Plan and our Deferred Compensation Plan are
    held by the respective administrative committees of those Plans
    of which Mr. Carson and Mr. Stuart are members, and by
    extension the group of all current directors and executive
    officers which includes Mr. Carson and Mr. Stuart, and
    are thereby deemed to each hold the voting or investment power
    of the shares of common stock held by those Plans. (See
    footnotes 14, 15 and 16). 23




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##### Table of Contents



(2)
    
    Includes 33,500 shares issuable upon exercise of Common
    Stock options exercisable within 60 days of
    January 19, 2009. Also includes amounts and percentages for
    the holdings of his wife, including amounts held as separate
    property.(3)
    
    Reflects shares of common stock held by our Employee Stock Bonus
    Plan; the named individual has limited ability to direct the
    liquidation of assets in his subaccount in contemplation of
    retirement, subject to restrictions imposed by the
    Administrative Committee (See footnote 15). Also reflects shares
    held by our Deferred Compensation Plan; the named individual has
    ownership interests in these shares upon retirement, for which
    he is presently eligible, but no ability to direct disposition
    or voting of the shares prior to retirement (See footnote 16).(4)
    
    Includes 6,400 shares issuable upon exercise of common
    stock options exercisable within 60 days of
    January 19, 2009.(5)
    
    Includes 1,250 shares issuable upon exercise of common
    stock options exercisable within 60 days of
    January 19, 2009.(6)
    
    Includes 8,150 shares issuable upon exercise of common
    stock options exercisable within 60 days of
    January 19, 2009.(7)
    
    Includes 3,445 shares issuable upon exercise of common
    stock options exercisable within 60 days of
    January 19, 2009. Also reflects shares of common stock held
    by our Employee Stock Bonus Plan; the named individual has
    limited ability to direct the liquidation of assets in his
    subaccount, subject to restrictions imposed by the
    administrative committee (See footnote 15).(8)
    
    Includes 12,343 shares issuable upon exercise of common
    stock options exercisable within 60 days of
    January 19, 2009. Also reflects shares of common stock held
    by our Employee Stock Bonus Plan; the named individual has
    limited ability to direct the liquidation of assets in his
    subaccount, subject to restrictions imposed by the
    administrative committee (See footnote 15).(9)
    
    Includes 3,250 shares issuable upon exercise of common
    stock options exercisable within 60 days of
    January 19, 2009.(10)
    
    Includes 34,650 shares issuable upon exercise of common
    stock options exercisable within 60 days January 19,
    2009. Also reflects shares of common stock held by our Employee
    Stock Bonus Plan; the named individual has limited ability to
    direct the liquidation of assets in his subaccount, subject to
    restrictions imposed by the administrative committee (See
    footnote 15).(11)
    
    Includes 5,993 shares issuable upon exercise of common
    stock options exercisable within 60 days of
    January 19, 2009. Also reflects shares of common stock held
    by our Employee Stock Bonus Plan; the named individual has
    limited ability to direct the liquidation of assets in his
    subaccount, subject to restrictions imposed by the
    administrative committee (See footnote 15). Also reflects shares
    held by our Deferred Compensation Plan; the named individual has
    ownership interests in these shares upon retirement, for which
    he is presently eligible, but no ability to direct disposition
    or voting of the shares prior to retirement (See footnote 16).(12)
    
    Includes 26,404 shares held by the Stuart Family Trust, of
    which Mr. Stuart is a trustee, and 32,400 shares
    issuable upon exercise of common stock options exercisable
    within 60 days of January 19, 2009. Also reflects
    shares of Common Stock held by our Employee Stock Bonus Plan;
    the named individual has limited ability to direct the
    liquidation of assets in his subaccount, subject to restrictions
    imposed by the administrative committee (See footnote 15). Also
    reflects shares held by our Deferred Compensation Plan; the
    named individual has ownership interests in these shares upon
    retirement, for which he is presently eligible, but no ability
    to direct disposition or voting of the shares prior to
    retirement (See footnote 16).(13)
    
    Includes 141,381 shares issuable upon exercise of common
    stock options exercisable within 60 days of
    January 19, 2009, which represents the sum of all such
    shares issuable upon exercise of options held by all executive
    officers and directors as a group.(14)
    
    The named individual is a member of the Administrative Committee
    (see footnote 15) and the Deferred Plan Administrative
    Committee (see footnote 16), and has shared voting and
    investment power over the shares held by our Employee Stock
    Bonus Plan and Deferred Compensation Plan.(15)
    
    An administrative committee, which we refer to as the
    Administrative Committee, currently comprised of John C. Carson,
    John J. Stuart, Jr. and Carolyn Hoffman, has the right to
    receive and the power to direct the receipt of dividends from or
    the proceeds from the sale of the securities held by the Irvine
    Sensors Corporation 24




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##### Table of Contents



Cash or Deferred & Stock Bonus Plan Ret. Plan, the
    Employee Stock Bonus Plan, for the benefit of our employees. The
    Administrative Committee has voting and investment power over
    all securities held under such plan.(16)
    
    An administrative committee, which we refer to as the Deferred
    Plan Administrative Committee, currently comprised of John C.
    Carson, John J. Stuart, Jr. and Carolyn Hoffman, has the right
    to receive and the power to direct the receipt of dividends from
    or the proceeds from the sale of the securities held by the
    Irvine Sensors Deferred Compensation Plan, for the benefit of
    our key employees who are participants in such plan. The
    Deferred Plan Administrative Committee has voting and investment
    power over all securities held under such plan.(17)
    
    Includes (i) 7,701 shares issued upon conversion of
    accrued interest under Series 1 and Series 2 notes,
    (ii) 92,812 shares issued upon exercise of
    Series 1 and Series 2 warrants and (iii) an
    additional 447,901 shares issuable upon exercise of
    Series 1 and Series 2 warrants, all subject to a
    blocker that would prevent such stockholders and its
    affiliates aggregate ownership at any given time from
    exceeding 9.9% of our outstanding common stock. The number of
    shares and percentage shown reflect the 9.9% limitation applied.(18)
    
    Does not include an additional approximately 32,706 shares
    that may be issuable upon conversion of accrued and unpaid
    interest under the Series 1 and Series 2 notes.(19)
    
    Based on a Schedule 13D filed on August 25, 2008 with the
    SEC, First Mark Capital, L.L.C. is the investment
    manager/advisor of, and exercises sole investment discretion
    over, FirstMark III, L.P., a Delaware limited partnership,
    formerly known as Pequot Private Equity Fund III, L.P., and
    FirstMark III Offshore Partners, L.P., a Cayman Islands
    limited partnership, formerly known as Pequot Offshore Private
    Equity Partners III, L.P., and as such, has voting and
    dispositive power over these shares. The address of FirstMark
    Capital, L.L.C. is 1221 Avenue of the Americas, New York, NY
    10020. The executive officers of FirstMark Capital, L.L.C. are
    Messrs. Gerald Poch, Lawrence D. Lenihan, Jr., Amish Jani,
    Richard Heitzmann and Brian Kempner and the controlling
    shareholders are Messrs. Poch and Lenihan.  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    A


B


CNumber ofSecuritiesNumber of





Remaining AvailableSecurities to be





for Future IssuanceIssued Upon


Weighted Average


Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding


Outstanding


(ExcludingOptions, Warrants


Options, Warrants


Securities ReflectedPlan Category

and Rights


and Rights ($)


in Column A)Equity Compensation Plans Approved by Stockholders(1)


431,598



20.96



103,570Equity Compensation Plans Not Approved by
    Stockholders(2)(3)


53,736



29.69



Total


485,334



21.93



103,570     (1)
    
    Consists of the 2006 Omnibus Incentive Plan, the 2003 Stock
    Incentive Plan, and the 2001 Irvine Sensors Corporation Stock
    Option Plan.(2)
    
    Consists of the 2001 Non-Qualified Stock Option Plan, which we
    refer to as the 2001 Supplemental Plan, and the 2000
    Non-Qualified Option Plan, which we refer to as the 2000
    Supplemental Plan. Some of our directors and officers hold
    options issued under these plans.(3)
    
    60,000 shares have also been contributed by us to a Rabbi
    Trust to be held for the benefit of certain key employees
    pursuant to a non-qualified deferred compensation retirement
    plan. Contributions are determined at 25




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##### Table of Contents



the discretion of our Board annually. Accordingly, such shares
    are not included in the number of securities issuable in column
    (a) or the weighted average price calculation in column
    (b), nor are potential future contributions included in column
    (c).  Non-Stockholder
    Approved Plans
    and
      Item 13.
    Certain
    Relationships and Related Transactions  Related
    Party Transactions
   26




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27




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Series A-1
 28




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Series A-1
      Series A-1 Series A-1
     29




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30




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##### Table of Contents



and/or
  and/or and/or
      Series A-1 Series A-1
 31




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Policies
    and Procedures for Related Person Transactions
  Regulation S-K
 32




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Regulation S-K
    
    compensation to executive officers determined by our
    Compensation Committee;
    compensation to directors determined by our Compensation
    Committee or our Board; and
    transactions in which all security holders receive proportional
    benefits.  Indemnification
    of Directors and Executive Officers
    Item 14.
    Principal
    Accountant Fees and Services  Audit and
    Other Fees
  Audit Fees: Form 10-Q Form S-1 Form S-8
  Audit-Related Fees:
  Tax Fees:
  All Other Fees:
 33




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Audit
    Committee Pre-Approval of Audit and Permissible Non-Audit
    Services of Independent Auditors
  case-by-case back-up
  PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)(1)
    Financial
    Statements  page F-1 Form 10-K.
  (2)
    Financial
    Statement Schedules:  Form 10-K page F-54.
  (3)
    Exhibits  Form 10-K/A:
  ExhibitNumber

Exhibit Description2
.1

Stock Purchase Agreement dated December 30, 2005 by and
    among the Company, Timothy Looney and Optex Systems, Inc.(1)2
.2

Amendment to Stock Purchase Agreement dated December 29,
    2006 by and among the Company, Timothy Looney and the
    Companys subsidiary Optex Systems, Inc.(2)2
.3

Amendment to Buyer Option Agreement dated December 29, 2006
    by and between the Company and Timothy Looney(3)2
.4

Second Amendment to Stock Purchase Agreement dated
    January 17, 2007 by and among the Company, Timothy Looney
    and the Companys subsidiary Optex Systems, Inc.(4)3
.1

Certificate of Incorporation of the Registrant, as amended and
    currently in effect(5)3
.2

By-laws, as amended and currently in effect(6)3
.3

Certificate of Elimination of the Series B Convertible
    Cumulative Preferred Stock, Series C Convertible Cumulative
    Preferred Stock, Series D Convertible Preferred Stock and
    Series E Convertible Preferred Stock(7)3
.4

Certificate of Designations of Rights, Preferences, Privileges
    and Limitations of
    Series A-1
    10% Cumulative Convertible Preferred Stock(8)3
.5

Certificate of Amendment of Certificate of Incorporation to
    increase the authorized shares of the Corporations Common
    Stock and the authorized shares of the Corporations
    Preferred Stock(9)3
.6

Certificate of Amendment of Certificate of Incorporation to
    reclassify, change, and convert each ten (10) outstanding
    shares of the Corporations Common Stock into
    one(1) share of Common Stock(10)10
.1*

2000 Non-Qualified Stock Option Plan(11) 34




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ExhibitNumber

Exhibit Description10
.2*

2001 Stock Option Plan(12)10
.3*

2001 Non-Qualified Stock Option Plan(13)10
.4*

2001 Compensation Plan, as amended December 13, 2001(14)10
.5*

2003 Stock Incentive Plan as amended March 1, 2005(15)10
.6*

Deferred Compensation Plan(16)10
.7*

2006 Omnibus Incentive Plan(17)10
.8*

Executive Salary Continuation Plan, as amended and restated
    December 26, 2007(18)10
.9

Consulting Agreement by and among the Company, CTC Aero, LLC and
    Chris Toffales, as amended and restated December 30,
    2005(19)10
.10

Employment Agreement dated December 30, 2005 between the
    Company and Timothy Looney(20)10
.11

Non-Competition Agreement dated December 30, 2005 between
    the Company and Timothy Looney(21)10
.12

Registration Rights Agreement dated December 30, 2005
    between the Company and Timothy Looney(22)10
.13

Securities Purchase Agreement dated December 30, 2005 by
    and among the Company and the Purchasers listed on the signature
    pages thereto(23)10
.14

Amendment to Securities Purchase Agreement dated March 31,
    2006 by and between the Company and Pequot Private Equity
    Fund III, L.P. and Pequot Offshore Private Equity Partners
    III, L.P.(24)10
.15

Form of Series 1 Senior Subordinated Secured Convertible
    Note and schedule of omitted material details thereto(25)10
.16

Form of Series 2 Senior Subordinated Secured Convertible
    Note and schedule of omitted material details thereto(26)10
.17

Form of Series 1 Warrant to Purchase Common Stock and
    schedule of omitted material details thereto(27)10
.18

Form of Series 2 Warrant to Purchase Common Stock and
    schedule of omitted material details thereto(28)10
.19

Security Agreement dated December 30, 2005 between the
    Company and the Purchasers listed on the signature pages
    thereto(29)10
.20

Subsidiary Security Agreement dated December 30, 2005
    between the Companys subsidiary Optex Systems, Inc. and
    the Purchasers listed on the signature pages thereto(30)10
.21

Subsidiary Guaranty dated December 30, 2005 between the
    Companys subsidiary Optex Systems, Inc. and the Purchasers
    listed on the signature pages thereto(31)10
.22

Form of Indemnification Agreement between the Registrant and its
    directors and officers(32)10
.23

Lease Agreement for premises at 3001 Red Hill Avenue, Bldg. 3,
    Costa Mesa, California, renewal effective October 1,
    2008(94)10
.24

Lease Agreement for premises at 3001 Red Hill Avenue, Bldg. 4,
    Costa Mesa, California, renewal effective October 1,
    2008(95)10
.25

Government Contract FA8650-06-C-7626, dated May 9, 2006(33)10
.27

Amendment to Escrow Agreement dated December 29, 2006 by
    and among the Company, Optex and Wells Fargo Bank, N.A.(34)10
.27

Term Loan and Security Agreement dated December 29, 2006 by
    and between the Company and the Investors listed on the
    signature pages thereto(35)10
.28

Term Note dated December 29, 2006 issued by the Company to
    Longview Fund, LP(36)10
.29

Term Note dated December 29, 2006 issued by the Company to
    Alpha Capital Anstalt(37)10
.30

Intellectual Property Security Agreement dated December 29,
    2006 between the Company and the Investors(38)10
.31

Intellectual Property Security Agreement dated December 29,
    2006 between the Companys subsidiary Optex Systems, Inc.
    and the Investors(39)10
.32

Unconditional Guaranty dated December 29, 2006 between the
    Companys subsidiary Optex Systems, Inc. and the
    Investors(40) 35




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##### Table of Contents



ExhibitNumber

Exhibit Description10
.33

Third Party Security Agreement dated December 29, 2006
    between the Companys subsidiary Optex Systems, Inc. and
    the Investors(41)10
.34

Subscription Agreement dated December 29, 2006 by and among
    the Company and the Investors listed on the signature pages
    thereto(42)10
.35

Registration Rights Agreement dated December 29, 2006 by
    and among the Company and the Investors listed on the signature
    pages thereto(43)10
.36

Class A Warrant to Purchase Common Stock dated
    December 29, 2006 issued by the Company to Longview Fund,
    LP(44)10
.37

Class A Warrant to Purchase Common Stock dated
    December 29, 2006 issued by the Company to Alpha Capital
    Anstalt(45)10
.38

Unsecured Subordinated Promissory Note dated December 29,
    2006 issued by the Company to Timothy Looney(46)10
.39

Assignment, dated December 29, 2006, of Series 1 and
    Series 2 Senior Subordinated Secured Convertible Notes
    dated December 30, 2005 between the Company and the
    Investors (the Assignment Agreement)(47)10
.40

Addendum to Assignment Agreement dated December 29, 2006,
    between Pequot and the Investors(48)10
.41

Settlement Agreement and Mutual Release dated December 29,
    2006 between the Company and Pequot(49)10
.42

Letter Agreement dated December 28, 2006 between the
    Company and Pequot(50)10
.43

Secured Subordinated Revolving Promissory Note dated
    January 17, 2007 issued by the Companys subsidiary
    Optex Systems, Inc. to TWL Group, LP(51)10
.44

Subordinated Security Agreement dated January 17, 2007
    between TWL Group, LP and the Companys subsidiary Optex
    Systems, Inc.(52)10
.45*

Form of Stock Appreciation Rights Agreement (Stock Settled)
    under the Companys 2006 Omnibus Incentive Plan(53)10
.46*

Form of Non-Incentive Stock Option Agreement under the
    Companys 2006 Omnibus Incentive Plan(54)10
.47*

Form of Incentive Stock Option Agreement under the
    Companys 2006 Omnibus Incentive Plan(55)10
.48*

Form of Restricted Stock Unit Agreement under the Companys
    2006 Omnibus Incentive Plan(56)10
.49*

Form of Restricted Stock Award Agreement under the
    Companys 2006 Omnibus Incentive Plan(57)10
.50

Letter Agreement dated March 30, 2007 from Longview Fund,
    L.P. and Alpha Capital Anstalt(58)10
.51

Loan Agreement dated July 19, 2007 by and between the
    Company and Longview Fund, L.P.(59)10
.52

Secured Promissory Note dated July 19, 2007 issued by the
    Company and Longview Fund, L.P.(60)10
.53

Omnibus Security Interest Acknowledgement dated July 19,
    2007 by and among the Company, its subsidiary Optex Systems,
    Inc., and Longview Fund, L.P.(61)10
.54

Unconditional Guaranty dated July 19, 2007 by and between
    the Companys subsidiary Optex Systems, Inc. and Longview
    Fund, L.P.(62)10
.55

Consent and Waiver of Alpha Capital Anstalt dated July 19,
    2007(63)10
.56

Collateral Agent Agreement dated July 19, 2007 by and
    among, the Company, the Companys subsidiary Optex Systems,
    Inc., Longview Fund, L.P., Alpha Capital Anstalt and S. Michael
    Rudolph(64)10
.57

Alpha Capital and Longview Term Loan Interest Waiver Letter
    dated July 19, 2007(65)10
.58

Alpha Capital and Longview Convertible Note Interest Waiver
    Letter dated July19, 2007(66)10
.59

Class B Warrant dated August 15, 2007 issued by the
    Company to Longview Fund, L.P.(67)10
.60

Registration Rights Purchase Agreement dated November 28,
    2007 among the Company, Longview, Alpha Capital Anstalt, Jolie
    G. Kahn and Barbara Mittman(68)10
.61

September 2007 Amendment of July 2007 Secured Promissory Note
    effective September 30, 2007 between the Company and
    Longview(69) 36




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##### Table of Contents



ExhibitNumber

Exhibit Description10
.62

September 2007 Amendment of Series 2 Notes effective
    September 30, 2007 between the Company and Longview(70)10
.63

September 2007 Amendment of December 2006 Term Notes effective
    September 30, 2007 among the Company, Longview and Alpha(71)10
.64

Amendment of Series 1 Notes issued by the Company and held
    by Longview Fund, L.P. and Alpha Capital Anstalt, effective
    September 30, 2007(72)10
.65

Secured Promissory Note (Restructuring) dated November 28,
    2007 issuable to Longview, together with restructuring letter
    agreement dated November 28, 2007(73)10
.66

Secured Promissory Note (Restructuring) dated November 28,
    2007 issuable to Alpha, together with restructuring letter
    agreement dated November 28, 2007(74)10
.67

Contingent Secured Promissory Note (Buyout) dated
    November 28, 2007 issuable to Longview Fund, L.P.(75)10
.68

Contingent Secured Promissory Note (Buyout) dated
    November 28, 2007 issuable to Alpha Capital Anstalt(76)10
.69

Consulting Termination Agreement and Release dated
    December 28, 2007 between the Company and Christos Michael
    Toffales and CTC Aero, LLC(77)10
.70

Subscription Agreement dated April 14, 2008 by and among
    the Company, Longview Fund, LP and Alpha Capital Anstalt(78)10
.71

Voting Agreement dated April 14, 2008 by and among the
    Company and its officers and directors(79)10
.72

Binding Debt Exchange Letter of Intent by and among the Company,
    Longview Fund, LP and Alpha Capital Anstalt(80)10
.73*

Form of Incentive Stock Option Agreement under the
    Companys 2006 Omnibus Incentive Plan(81)10
.74*

Form of Non-Incentive Stock Option Agreement under the
    Companys 2006 Omnibus Incentive Plan(82)10
.75*

Form of Stock Appreciation Rights Agreement (Stock Settled)
    under the Companys 2006 Omnibus Incentive Plan(83)10
.76*

Irvine Sensors Corporation Deferred Compensation Plan, as
    amended and restated June 6, 2008, effective
    January 1, 2005(84)10
.77

Memorandum of Understanding for Settlement and Debt Conversion
    Agreement among the Company, Optex and the Lenders dated
    September 19, 2008(85)10
.78

Form of Subscription Agreement for Secured Promissory Notes for
    Private Placement(86)10
.79

Form of Secured Promissory Note for Private Placement(87)10
.80

Security Agreement for Private Placement(88)10
.81

Collateral Agent Agreement for Private Placement(89)10
.82

Intercreditor Agreement for Private Placement(90)10
.83

Warrant to Purchase Common Stock dated February 4, 2008
    issued to Maxim Partners LLC(91)10
.84

Form of Warrant to Purchase Common Stock issued to J.P.
    Turner & Company, LLC pursuant to Private Placement(96)21
.1

Subsidiaries of the Registrant23
.1

Consent of Grant Thornton LLP, Independent Registered Public
    Accounting Firm31
.1

Certification of the Chief Executive Officer pursuant to
    Exchange Act
    Rule 13a-14(a)
    or 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.2

Certification of the Chief Financial Officer pursuant to
    Exchange Act
    Rule 13a-14(a)
    or 15d-14(a), as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32


Certifications of the Chief Executive Officer and Chief
    Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002 (furnished herewith). 37




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##### Table of Contents



ExhibitNumber

Exhibit Description99
.1

Amended Notice of the Occurrence of an Event of Default and
    Acceleration from Optex-Delaware dated October 13, 2008(92)99
.2

Notice from Timothy Looney dated October 17, 2008(93)     (1)
    
    Incorporated by reference to Exhibit 2.1 filed with the
    Registrants Current Report on
    Form 8-K
    filed January 5, 2006.(2)
    
    Incorporated by reference to Exhibit 2.1 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(3)
    
    Incorporated by reference to Exhibit 2.2 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(4)
    
    Incorporated by reference to Exhibit 2.5 filed with the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 1, 2006.(5)
    
    Incorporated by reference to Exhibit 3.1 filed with the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended September 28, 2003.(6)
    
    Incorporated by reference to Exhibit 3.1 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on September 21, 2007.(7)
    
    Incorporated by reference to Exhibit 3.3 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on April 18, 2008.(8)
    
    Incorporated by reference to Exhibit 3.4 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on April 18, 2008.(9)
    
    Incorporated by reference to Exhibit 3.5 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on August 27, 2008.(10)
    
    Incorporated by reference to Exhibit 3.6 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on August 27, 2008.(11)
    
    Incorporated by reference to Exhibit 10.5 filed with the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended September 29, 2002.(12)
    
    Incorporated by reference to Appendix B to the
    Registrants Definitive Proxy Statement for the
    March 7, 2001 Annual Meeting of Stockholders, filed
    February 9, 2001.(13)
    
    Incorporated by reference to Exhibit 99 filed with the
    Registrants Registration Statement on
    Form S-8
    (File
    No. 333-102284),
    filed December 31, 2002.(14)
    
    Incorporated by reference to Exhibit 99.1 filed with the
    Registrants Registration Statement on
    Form S-8
    (File
    No. 333-76756),
    filed January 15, 2002.(15)
    
    Incorporated by reference to Exhibit 99 filed with the
    Registrants Registration Statement on
    Form S-8
    (File
    No. 333-124868),
    filed May 12, 2005.(16)
    
    Incorporated by reference to Exhibit 10.9 filed with the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 3, 2004.(17)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    Registrants Current Report on
    Form 8-K
    filed July 5, 2006.(18)
    
    Incorporated by reference to Exhibit 99.1 filed with the
    Registrants Current Report on
    Form 8-K
    filed December 31, 2007.(19)
    
    Incorporated by reference to Exhibit 10.2 filed with the
    Registrants Current Report on
    Form 8-K
    filed January 5, 2006.(20)
    
    Incorporated by reference to Exhibit 10.3 filed with the
    Registrants Current Report on
    Form 8-K
    filed January 5, 2006.(21)
    
    Incorporated by reference to Exhibit 10.4 filed with the
    Registrants Current Report on
    Form 8-K
    filed January 5, 2006. 38




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##### Table of Contents



(22)
    
    Incorporated by reference to Exhibit 10.5 filed with the
    Registrants Current Report on
    Form 8-K
    filed January 5, 2006.(23)
    
    Incorporated by reference to Exhibit 10.6 filed with the
    Registrants Current Report on
    Form 8-K
    filed January 5, 2006.(24)
    
    Incorporated by reference to Exhibit 10.2 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on April 4, 2006.(25)
    
    Incorporated by reference to Exhibit 10.7 filed with the
    Registrants Current Report on
    Form 8-K
    filed January 5, 2006.(26)
    
    Incorporated by reference to Exhibit 10.8 filed with the
    Registrants Current Report on
    Form 8-K
    filed January 5, 2006.(27)
    
    Incorporated by reference to Exhibit 10.9 filed with the
    Registrants Current Report on
    Form 8-K
    filed January 5, 2006.(28)
    
    Incorporated by reference to Exhibit 10.10 filed with the
    Registrants Current Report on
    Form 8-K
    filed January 5, 2006.(29)
    
    Incorporated by reference to Exhibit 10.14 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended January 1, 2006.(30)
    
    Incorporated by reference to Exhibit 10.15 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended January 1, 2006.(31)
    
    Incorporated by reference to Exhibit 10.16 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended January 1, 2006.(32)
    
    Incorporated by reference to Exhibit 10.9 filed with the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 1, 2000.(33)
    
    Incorporated by reference to Exhibit 10.39 filed with the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 1, 2006.(34)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(35)
    
    Incorporated by reference to Exhibit 10.2 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(36)
    
    Incorporated by reference to Exhibit 10.3 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(37)
    
    Incorporated by reference to Exhibit 10.4 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(38)
    
    Incorporated by reference to Exhibit 10.5 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(39)
    
    Incorporated by reference to Exhibit 10.6 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(40)
    
    Incorporated by reference to Exhibit 10.7 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(41)
    
    Incorporated by reference to Exhibit 10.8 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(42)
    
    Incorporated by reference to Exhibit 10.9 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(43)
    
    Incorporated by reference to Exhibit 10.10 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(44)
    
    Incorporated by reference to Exhibit 10.11 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007. 39




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##### Table of Contents



(45)
    
    Incorporated by reference to Exhibit 10.12 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(46)
    
    Incorporated by reference to Exhibit 10.13 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(47)
    
    Incorporated by reference to Exhibit 10.14 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(48)
    
    Incorporated by reference to Exhibit 10.15 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(49)
    
    Incorporated by reference to Exhibit 10.16 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(50)
    
    Incorporated by reference to Exhibit 10.17 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 3, 2007.(51)
    
    Incorporated by reference to Exhibit 10.57 filed with the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 1, 2006.(52)
    
    Incorporated by reference to Exhibit 10.58 filed with the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 1, 2006.(53)
    
    Incorporated by reference to Exhibit 10.59 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 1, 2007.(54)
    
    Incorporated by reference to Exhibit 10.60 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 1, 2007.(55)
    
    Incorporated by reference to Exhibit 10.61 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 1, 2007.(56)
    
    Incorporated by reference to Exhibit 10.62 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 1, 2007.(57)
    
    Incorporated by reference to Exhibit 10.63 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 1, 2007.(58)
    
    Incorporated by reference to Exhibit 10.64 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 1, 2007.(59)
    
    Incorporated by reference to Exhibit 10.65 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on July 25, 2007.(60)
    
    Incorporated by reference to Exhibit 10.66 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on July 25, 2007.(61)
    
    Incorporated by reference to Exhibit 10.67 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on July 25, 2007.(62)
    
    Incorporated by reference to Exhibit 10.68 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on July 25, 2007.(63)
    
    Incorporated by reference to Exhibit 10.69 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on July 25, 2007.(64)
    
    Incorporated by reference to Exhibit 10.70 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on July 25, 2007.(65)
    
    Incorporated by reference to Exhibit 10.71 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on July 25, 2007.(66)
    
    Incorporated by reference to Exhibit 10.72 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on July 25, 2007.(67)
    
    Incorporated by reference to Exhibit 99.1 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on August 17, 2007. 40




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##### Table of Contents



(68)
    
    Incorporated by reference to Exhibit 10.74 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on November 30, 2007.(69)
    
    Incorporated by reference to Exhibit 10.75 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on November 30, 2007.(70)
    
    Incorporated by reference to Exhibit 10.76 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on November 30, 2007.(71)
    
    Incorporated by reference to Exhibit 10.77 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on November 30, 2007.(72)
    
    Incorporated by reference to Exhibit 10.78 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on November 30, 2007.(73)
    
    Incorporated by reference to Exhibit 10.79 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on November 30, 2007.(74)
    
    Incorporated by reference to Exhibit 10.80 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on November 30, 2007.(75)
    
    Incorporated by reference to Exhibit 10.81 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on November 30, 2007.(76)
    
    Incorporated by reference to Exhibit 10.82 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on November 30, 2007.(77)
    
    Incorporated by reference to Exhibit 10.70 filed with the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2007.(78)
    
    Incorporated by reference to Exhibit 10.71 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on April 18, 2008.(79)
    
    Incorporated by reference to Exhibit 10.72 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on April 18, 2008.(80)
    
    Incorporated by reference to Exhibit 10.73 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on April 18, 2008.(81)
    
    Incorporated by reference to Exhibit 10.15 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 29, 2008.(82)
    
    Incorporated by reference to Exhibit 10.16 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 29, 2008.(83)
    
    Incorporated by reference to Exhibit 10.17 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 29, 2008.(84)
    
    Incorporated by reference to Exhibit 10.18 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 29, 2008.(85)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    Registrants Quarterly Report on
    Form 8-K
    as filed with the SEC on September 22, 2008.(86)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on December 16, 2008.(87)
    
    Incorporated by reference to Exhibit 10.2 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on December 16, 2008.(88)
    
    Incorporated by reference to Exhibit 10.3 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on December 16, 2008.(89)
    
    Incorporated by reference to Exhibit 10.4 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on December 16, 2008.(90)
    
    Incorporated by reference to Exhibit 10.5 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on December 16, 2008. 41




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##### Table of Contents



(91)
    
    Incorporated by reference to Exhibit 10.15 filed with the
    Registrants Quarterly Report on
    Form 10-Q
    as filed with the SEC on May 15, 2008.(92)
    
    Incorporated by reference to Exhibit 99.1 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on October 17, 2008.(93)
    
    Incorporated by reference to Exhibit 99.1 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on October 23, 2008.(94)
    
    Incorporated by reference to Exhibit 10.1 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on December 24, 2008.(95)
    
    Incorporated by reference to Exhibit 10.2 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on December 24, 2008.(96)
    
    Incorporated by reference to Exhibit 10.6 filed with the
    Registrants Current Report on
    Form 8-K
    as filed with the SEC on January 9, 2009.*
    
    Denotes management contract or compensatory plan or arrangement
    
    Previously filed  (b)
    Exhibits  Form 10-K/A Form 10-K/A.
  (c)
    Financial
    Statement Schedules  Regulation S-X Form 10-K Form 10-K.
 42




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##### Table of Contents



SIGNATURES
  Form 10-K/A
  IRVINE SENSORS CORPORATION
  By:
    /s/  John
    C. Carson   
     Form 10-K/A
  /s/  John
    C. CarsonJohn
    C. Carson

Chief Executive Officer, President and Chairman of the Board
    (Principal Executive Officer)

Dated: January 26, 2009/s/  Marc
    DumontMarc
    Dumont

Director

Dated: January 26, 2009/s/  Thomas
    M. KellyThomas
    M. Kelly

Director

Dated: January 26, 2009/s/  Robert
    G. RichardsRobert
    G. Richards

Director

Dated: January 26, 2009/s/  John
    J. Stuart, Jr.John
    J. Stuart, Jr.

Chief Financial Officer and Secretary (Principal Financial and
    Chief Accounting Officer)

Dated: January 26, 2009/s/  Jack
    JohnsonJack
    Johnson

Director

Dated: January 26, 2009/s/  Frank
    RaganoFrank
    Ragano

Director

Dated: January 26, 2009  43