Employee Stock Purchase Plan, as amended and restated December 8, 2005



 Exhibit 10.9 
 EMPLOYEE STOCK PURCHASE PLAN 
 (As Amended Through December 8, 2005) 
 The following constitute the provisions of the Employee Stock Purchase Plan of Exponent, Inc. 
 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 
 2. Definitions. 
 (a) “Board” shall mean the Board of Directors of the Company.

 (b) “Code” shall mean the Internal Revenue Code of 1986, as amended. 
 (c) “Common Stock” shall mean the Common Stock of the Company. 
 (d) “Company” shall mean Exponent, Inc. and any Designated Subsidiary of the Company. 
 (e) “Compensation” shall mean all base straight time gross earnings including commissions, overtime, voluntary contributions to tax
deferral plans and paid time off but exclusive of payments for shift premium, incentive compensation, incentive payments, bonuses and other compensation. 
 (f) “Cut-Off Date” shall mean the fifteenth day of the month prior to the fiscal month in which a Plan Quarter begins. 
 (g) “Designated Subsidiary” shall mean any Subsidiary which has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. 
 (h) “Employee” shall mean any individual who is an Employee of the Company for tax purposes whose customary employment with the Company
is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st
day of such leave. 







 (i) “Enrollment Date” shall mean the first day of each Plan Quarter. 
 (j) “Fair Market Value” shall mean, as of any date, the value of Common Stock determined as follows: 
 (1) The Common Stock’s Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted
on the NASDAQ system for the last market trading day on the date of such determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable, or; 
 (2) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the
mean of the closing bid and asked prices for the Common Stock on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or; 
 (3) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board.

 (k) “Plan” shall mean this Employee Stock Purchase Plan. 
 (l) “Purchase Date” shall mean the last day of each Plan Quarter. 
 (m) “Purchase Price” shall mean an amount equal to 95% of the Fair Market Value of a share of Common Stock on the purchase date.

 (n) “Plan Quarter” shall mean the approximately three (3) month period commencing after one Purchase Date and ending
with the next Purchase Date.. 
 (o) “Reserves” shall mean the number of shares of Common Stock covered by each right under
the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under a right. 
 (p) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. 
 (q)
“Trading Day” shall mean a day on which national stock exchanges and the Nasdaq System are open for trading. 







 3. Eligibility. 
 (a) Any Employee who has completed a subscription agreement and beneficiary designation form, which must be filed with the Company by the Cut-off date prior to a given Enrollment Date, is eligible to participate in
the subsequent Plan Quarters. 
 (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted a right under
the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold
outstanding rights to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) to the extent that his or her
rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time
such right is granted) for each calendar year in which such right is outstanding at any time. 
 4. Plan Quarters. The Plan shall be
implemented by consecutive Plan Quarters commencing on the first Trading Day on or after the first day of each fiscal quarter beginning in January, April, July and October, or on such other date as the Board shall determine, and continuing
thereafter until terminated in accordance with Section 20. The Board shall have the power to change the duration of Plan Quarters (including the commencement dates thereof) with respect to future Plan Quarters without shareholder approval if
such change is announced at least five (5) days prior to the scheduled beginning of the first Plan Quarter to be affected thereafter. 
 5. Participation. 
 (a) An eligible Employee may become a participant in the Plan by completing a subscription agreement and
beneficiary designation form authorizing payroll deductions in the form of Exhibit A to this Plan and filing it with the Company’s human resources office by the Cut-Off Date prior to the applicable Enrollment Date. 
 (b) Payroll deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Plan
Quarter to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof. 
 6.
Payroll Deductions. 
 (a) At the time a participant files his or her subscription agreement and beneficiary designation form, he or
she shall elect to have payroll deductions made on each pay day during the Plan Quarter in an amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on each pay day during the Plan Quarter. 







 (b) All payroll deductions made for a participant shall be credited to his or her account under the Plan
and shall be withheld in whole percentages only. A participant may not make any additional payments into such account. 
 (c) A participant
may discontinue his or her participation in the Plan as provided in Section 10 hereof. A participant may increase or decrease the rate of his or her payroll deductions by completing and filing with the Company a new subscription agreement and
beneficiary designation form authorizing a change in payroll deduction rate prior to the Cut-Off Date for a given Plan Quarter. If such an increase or decrease is submitted, the participant will be automatically withdrawn from the Plan Quarter he or
she is then participating in and reenrolled in the next new Plan Quarter at the new payroll deduction rate. Notice of the change in rate must be received by the Company prior to the Cut-off Date unless the Company elects to process a given change in
participation more quickly. A participant’s subscription agreement and beneficiary designation form shall remain in effect for successive Plan Quarters unless terminated as provided in Section 10 hereof. The Board may, in its discretion,
limit the number of participation rate changes during any Plan Quarter. 
 (d) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant’s payroll deductions may be decreased to zero percent (0%) at any time during a Plan Quarter. Payroll deductions shall recommence at the rate provided in
such participant’s subscription agreement and beneficiary designation form at the beginning of the first Plan Quarter which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10
hereof. 
 (e) At the time the right is exercised, in whole or in part, or at the time some or all of the Company’s Common Stock issued
under the Plan is disposed of, the participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the right or the disposition of the Common Stock. At
any time, the Company may, but shall not be obligated to, withhold from the participant’s compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the
Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee. 
 7. Grant of
Right. On the Enrollment Date of each Plan Quarter, each eligible Employee participating in such Plan Quarter shall be granted a right to purchase on each Purchase Date during such Plan Quarter (at the applicable Purchase Price) up to a number
of shares of the Company’s Common Stock determined by dividing such Employee’s payroll deductions accumulated prior to such Purchase Date and retained in the Participant’s account as of the Purchase Date by the applicable Purchase
Price; provided that in no event shall an Employee be permitted to purchase during each Plan Quarter more than 10,000 shares of the Company’s Common Stock (subject to any adjustment pursuant to Section 19) on the Enrollment Date, and
provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. Exercise of the right shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to
Section 10 hereof. The right shall expire on the last day of the Plan Quarter. 







 8. Exercise of Right. 
 (a) Unless a participant withdraws from the Plan as provided in Section 10 hereof, his or her right for the purchase of shares shall be exercised
automatically on the Purchase Date, and the maximum number of full shares subject to the right shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional
shares shall be purchased; any payroll deductions accumulated in a participant’s account which are not sufficient to purchase a full share shall be retained in the participant’s account for the subsequent Plan Quarter, subject to earlier
withdrawal by the participant as provided in Section 10 hereof. Any other monies left over in a participant’s account after the Purchase Date shall be returned to the participant. During a participant’s lifetime, a participant’s
right to purchase shares hereunder is exercisable only by him or her. 
 (b) If the Board determines that, on a given Purchase Date, the
number of shares to be purchased may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Plan Quarter, or (ii) the number of shares available for sale under
the Plan on such Purchase Date, the Board may in its sole discretion provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Purchase Date, as applicable, in as uniform a manner as shall
be practicable and as it shall determine in its sole discretion to be equitable among all participants purchasing Common Stock on such Purchase Date. 
 9. Delivery. As promptly as practicable after each Purchase Date on which a purchase of shares occurs, the Company shall arrange the delivery to each participant, as appropriate, of a certificate representing
the shares purchased upon exercise of his or her right. 
 10. Withdrawal. 
 (a) A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her
right under the Plan prior to the Cut-Off Date for a Plan Quarter by giving written notice to the Company in the form of Exhibit B to this Plan. All of the participant’s payroll deductions credited to his or her account shall be paid to
such participant promptly after receipt of a timely filed notice of withdrawal and such participant’s right for the Plan Quarter shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for
such Plan Quarter. If participant submits written notice of withdrawal after the Cut-Off Date for a Plan Quarter, then the participant shall participate in the share purchase for such Plan Quarter but the participant shall be withdrawn prior to and
shall not participate in the next Plan Quarter. If a participant withdraws from a Plan Quarter, payroll deductions shall not resume at the beginning of the succeeding Plan Quarter unless the participant delivers to the Company a new subscription
agreement and beneficiary designation form. The notice of withdrawal must be received by the fifteenth day of the third month of the Plan Quarter for the money for that Plan Quarter to be refunded to the Participant. If the notice of withdrawal is
received after such date, then the Participant shall be withdrawn after such Plan Quarter. 







 (b) A participant’s withdrawal from a Plan Quarter shall not have any effect upon his or her
eligibility to participate in any similar plan which may hereafter be adopted by the Company or in any other Plan Quarter. 
 11.
Termination of Employment. 
 Upon a participant’s termination of employment, for any reason, he or she shall be deemed to have
elected to withdraw from the Plan and the payroll deductions credited to such participant’s account during the Plan Quarter but not yet used to exercise the right shall be returned to such participant or, in the case of his or her death, to the
person or persons entitled thereto under Section 15 hereof, and such participant’s right shall be automatically terminated. 
 The preceding
sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant’s customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice. 
 12. Interest. No interest shall accrue on the payroll
deductions of a participant in the Plan. 
 13. Stock. 
 (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of the Company’s Common Stock which shall be made available for sale
under the Plan shall be 400,000 shares, plus an annual increase to be added at the second regularly scheduled Board of Director meeting of each calendar year, equal to the lesser of (i) 200,000 Shares, (ii) 3% of the outstanding Shares on
such date, or (iii) a lesser amount determined by the Board. If, on a given Exercise Date, the number of shares with respect to which rights are to be exercised exceeds the number of shares then available under the Plan, the Company shall make
a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. 
 (b) The participant shall have no interest or voting right in shares covered by his right until such right has been exercised. 
 (c) Shares to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse. 
 14. Administration. The Plan shall be administered by the Board or a committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination
made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties. 







 15. Designation of Beneficiary. 
 (a) A participant shall file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant’s account
under the Plan in the event of such participant’s death subsequent to a Purchase Date on which the right is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation
of a beneficiary who is to receive any cash from the participant’s account under the Plan in the event of such participant’s death prior to exercise of the right. If a participant is married and the designated beneficiary is not the
spouse, spousal consent shall be required for such designation to be effective. 
 (b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash
to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 
 16. No Transferability. Neither payroll deductions credited to a participant’s account nor any rights with regard to the exercise of a right
or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from a Plan Quarter in accordance with Section 10 hereof. 
 17. Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions. 
 18. Reports. Individual accounts shall be maintained for
each participant in the Plan. Statements of account shall be given to participating Employees at least annually, which statements shall set forth the Purchase Price, the number of shares purchased and the remaining cash balance, if any. 







 19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

 (a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the Reserves, the maximum number
of shares each participant may purchase each Plan Quarter (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each right under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without
receipt of consideration”. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class,
or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to a right. 
 (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Plan Quarter then in progress shall be
shortened by setting a new Purchase Date (the “New Purchase Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Purchase Date shall
be before the date of the Company’s proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Purchase Date, that the Purchase Date for the participant’s
right has been changed to the New Purchase Date and that the participant’s right shall be exercised automatically on the New Purchase Date, unless prior to such date the participant has withdrawn from the Plan Quarter as provided in
Section 10 hereof. 
 (c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, each outstanding right shall be assumed or an equivalent right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that
the successor corporation refuses to assume or substitute for the right, any Plan Quarters then in progress shall be shortened by setting a new Purchase Date (the “New Purchase Date”) and any Plan Quarter then in progress shall end on the
New Purchase Date. The New Purchase Date shall be before the date of the Company’s proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Purchase Date, that the
Purchase Date for the participant’s right has been changed to the New Purchase Date and that the participant’s right shall be exercised automatically on the New Purchase Date, unless prior to such date the participant has withdrawn from
the Plan Quarter as provided in Section 10 hereof. 







 20. Amendment or Termination. 
 (a) The Board of Directors of the Company may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19 hereof, no
such termination can affect rights previously granted, provided that a Plan Quarter may be terminated by the Board of Directors on any Purchase Date if the Board determines that the termination of the Plan is in the best interests of the Company and
its shareholders. Except as provided in Section 19 hereof, no amendment may make any change in any right theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the
Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required. 
 (b) Without shareholder consent and without regard to whether any participant rights may be considered to have been “adversely affected,” the
Board (or its committee) shall be entitled to change the Plan Quarters, limit the frequency and/or number of changes in the amount withheld during a Plan Quarter, establish the exchange ratio applicable to amounts withheld in a currency other than
U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant’s Compensation, and establish
such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan. 
 (c) In the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable,
modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: 
 (1) altering the Purchase Price
for any Plan Quarter including a Plan Quarter underway at the time of the change in Purchase Price; 
 (2) shortening any Plan Quarter so
that Plan Quarter ends on a new Purchase Date, including an Plan Quarter underway at the time of the Board action; and 
 (3) allocating
shares. 
 Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants. 
 21. Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 







 22. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to a right unless
the exercise of such right and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with
respect to such compliance. 
 As a condition to the exercise of a right, the Company may require the person exercising such right to
represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation
is required by any of the aforementioned applicable provisions of law. 
 23. Term of Plan. The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its approval by the shareholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 20 hereof. 







 EXHIBIT A 
 EXPONENT, INC. 
 EMPLOYEE STOCK PURCHASE PLAN 
 SUBSCRIPTION AGREEMENT AND BENEFICIARY DESIGNATION FORM 
  

			
	 _____ Original Application
	  	Enrollment Date: ___________
	             Change in Payroll Deduction Rate
	  	
	             Change of Beneficiary(ies)
	  	

 1.
                                hereby elects to participate in Exponent, Inc.
Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and Beneficiary Designation Form and the Employee Stock
Purchase Plan. 
 2. I hereby authorize payroll deductions from each paycheck in the amount of     % of my Compensation on each
payday (from 0 to 15%) during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.) 
 3. I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not
withdraw from a Plan Quarter, any accumulated payroll deductions will be used to automatically exercise my right. 
 4. I have received a copy of the
complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan. I understand that my ability to exercise the right under this Subscription Agreement
and Beneficiary Designation Form is subject to shareholder approval of the Employee Stock Purchase Plan. 
 5. Shares purchased for me under the Employee
Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and Spouse
only):                                 . 
 6. I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Plan Quarter during
which I purchased such shares), I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were
purchased by me over the price which I paid for the shares. I hereby agree to notify the Company in writing within 30 days after the date of any disposition of my shares and I will make adequate provision for Federal, state or other tax
withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding 







 obligation including any withholding necessary to make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year holding period, I understand that I will be treated for federal income tax purposes as having received income
only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the
purchase price which I paid for the shares, or (2) 5% of the fair market value of the shares on the first day of the Plan Quarter. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain. 
 7. I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement and Beneficiary Designation Form is
dependent upon my eligibility to participate in the Employee Stock Purchase Plan. 
 8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan: 
 NAME: (Please print)
                                        
                                        
                     
                                        
                 (First)        (Middle)             
       (Last) 
  

					
	  
	 		 	  

	 Relationship
	 		 	
		 		 	  

		 		 	(Address)

  

 -2- 









			
	 Employee’s Social
 Security Number:
	 	  

		
	 Employee’s Address:
	 	  
  
  

		 	  
  

		 	  
  


 9. If you desire to have the shares you purchase through the Employee Stock Purchase Plan mailed directly to a
broker (rather than delivered to you in certificate form), please complete the following information: 
  

			
	 Broker Name:
	 	  

	 Broker Account Number:
	 	  
  
  

	 Broker Address:
	 	  
  
  


 I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT AND BENEFICIARY DESIGNATION FORM SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME. 
  

			
	 Dated:
                                        
                        
	 	  

		 	 Signature of Employee

		 	  
  
  


 Spouse’s Signature (Required if beneficiary other than spouse and Employee lives in Arizona, California,
Texas or Washington) 
  

 3 








 EXPONENT, INC. 
 EMPLOYEE STOCK PURCHASE PLAN 
 NOTICE OF WITHDRAWAL 
 The undersigned participant in the Plan Quarter of Exponent, Inc. Employee Stock Purchase Plan that began on
                    , 200        (the “Enrollment Date”) hereby notifies the Company
that he or she hereby withdraws from the Plan Quarter. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Plan Quarter. The
undersigned understands and agrees that his or her right for such Plan Quarter will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Plan
Quarter and the undersigned shall be eligible to participate in succeeding Plan Quarters only by delivering to the Company a new Subscription Agreement and Beneficiary Designation Form. 
  

			
		 	 Name and Address of Participant:

		 	  
  

		 	  
  

		 	  
  

		 	  
  

		 	 Signature

		 	  
  
  

		 	 Date

		 	  
  
  

		 	 Social Security Number


  

 4