**Exhibit10.11.4**

**WESTAFF, INC.**

**EMPLOYEE STOCK PURCHASEPLAN**

(As Amended and Restated July26, 2006)

**I.              PURPOSE OF THE PLAN**

This Employee Stock Purchase Plan is intended topromote the interests of Westaff, Inc. by providing eligible employees with theopportunity to acquire a proprietary interest in the Corporation throughparticipation in a payroll-deduction based employee stock purchase plandesigned to qualify under Section 423 of the Code.

Capitalized terms herein shall have the meaningsassigned to such terms in the attached Appendix.

**II.            ADMINISTRATION OF THE PLAN**

The Plan Administrator shall have full authority tointerpret and construe any provision of the Plan and to adopt such rules andregulations for adminis­tering the Plan as it may deem necessary in order tocomply with the requirements of Code Section 423. Decisions of the PlanAdministrator shall be final and binding on all parties having an interest inthe Plan.

**III.           STOCK SUBJECT TO PLAN**

**A.**            The stock purchasable under the Plan shall be sharesof authorized but unissued or reacquired Common Stock, including shares ofCommon Stock purchased on the open market. The maximum number of shares ofCommon Stock which may be issued over the term of the Plan shall not exceed sixhundred twelve thousand and five hundred (612,500) shares.

**B.           **Shouldany change be made to the Common Stock by reason of any stock split, stockdividend, recapitalization, combination of shares, exchange of shares or otherchange affecting the outstanding Common Stock as a class without theCorporation’s receipt of consideration, appropriate adjustments shall be madeto (i) the maximum number and class of securities issuable under the Plan, (ii)the maximum number and class of securities purchasable per Participant on anyone Purchase Date and (iii) the number and class of securities and the priceper share in effect under each outstanding purchase right in order to preventthe dilution or enlargement of benefits thereunder.

**IV.           PURCHASE PERIODS**

**A.           **Sharesof Common Stock shall be offered for purchase under the Plan through a seriesof successive purchase periods until such time as (i) the maximum number ofshares of Common Stock available for issuance under the Plan shall have beenpurchased or (ii) the Plan 

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shall have been sooner terminated. The Board shallhave the power to change the duration of purchase periods (including thecommencement and termination dates thereof) with respect to future purchaseperiods without shareholder approval if such change is announced at least fifteen(15) days prior to the scheduled beginning of the first purchase period to beaffected thereafter.

**B.           **Each purchase period shall have a duration of six(6) months. Purchase periods shall run from the first business day in Februaryto the last business day in July each year and from the first business day inAugust each year to the last business day in January of the following year. Thefirst purchase period began on November 3, 1996 and ended on the last businessday in January 1997.

**V.            ELIGIBILITY**

**A.           **Eachindividual who is an Eligible Employee on the start date of any purchase periodshall be eligible to participate in the Plan for that purchase period.

**B.           **To participate in the Plan for a particularpurchase period, the Eligible Employee must complete the Enrollment/Change Formprescribed by the Plan Administrator (including a Stock Purchase Agreement) andfile such forms with the Plan Administrator (or its designate) on or before thestart date of the purchase period.

**VI.           PAYROLL DEDUCTIONS**

**A.           **Thepayroll deduction authorized by the Parti­cipant for purposes of acquiringshares of Common Stock under the Plan may be any multiple of one percent (1%)of the Cash Earnings paid to the Participant during each purchase period, up toa maximum of ten percent (10%). The deduction rate so authorized shall continuein effect for the entire purchase period. The Participant may not increase hisor her rate of payroll deduction during a purchase period. However, theParticipant may, at any time during the purchase period, reduce his or her rateof payroll deduction to become effective as soon as possible after filing theappropriate form with the Plan Administrator. The Participant may not, however,effect more than one (1) such reduction per purchase period.

**B.           **Payrolldeductions shall begin on the first pay day following the start date of thepurchase period and shall (unless sooner terminated by the Participant)continue through the pay day ending with or immediately prior to the last dayof the purchase period. The amounts so collected shall be credited to theParticipant’s book account under the Plan, but no interest shall be paid on thebalance from time to time outstanding in such account. The amounts collectedfrom the Participant shall not be held in any segregated account or trust fundand may be commingled with the general assets of the Corporation and used forgeneral corporate purposes.

**C.           **Payrolldeductions shall automatically cease upon the termination of the Participant’spurchase right in accord­ance with the provisions of the Plan.

**D.           **TheParticipant’s acquisition of Common Stock under the Plan on any Purchase Dateshall neither limit nor require the Participant’s acquisition of Common Stockon any subsequent Purchase Date.

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**VII.         PURCHASE RIGHTS**

**A.            Grant ofPurchase Right.** A Participant shall be granted a separatepurchase right on the start date of each purchase period in which he or sheparticipates. The purchase right shall provide the Participant with the rightto purchase shares of Common Stock on the Purchase Date upon the terms setforth below. The Participant shall execute a stock purchase agreement embodyingsuch terms and such other provisions (not inconsistent with the Plan) as thePlan Administrator may deem advisable.

Underno circumstances shall purchase rights be granted under the Plan to anyEligible Employee if such individual would, immediately after the grant, own(within the meaning of Code Section 424(d)) or hold outstanding options orother rights to purchase, stock possessing five percent (5%) or more of thetotal combined voting power or value of all classes of stock of the Corporationor any Corporate Affiliate.

**B.            Exerciseof the Purchase Right.** Each purchase right shall beautomatically exercised on the Purchase Date, and shares of Common Stock shallaccordingly be purchased on behalf of each Participant (other than anyParticipant whose payroll deductions have previously been refunded pursuant tothe Termination of Purchase Right provisions below) on such date. The purchaseshall be effected by applying the Participant’s payroll deductions for thepurchase period ending on such Purchase Date to the purchase of shares ofCommon Stock (subject to the limitation on the maximum number of sharespurchasable per Participant on any one Purchase Date) at the purchase price ineffect for that purchase period.

**C.            PurchasePrice.** The purchase price per share at which Common Stock willbe purchased on the Participant’s behalf on each Purchase Date shall be equalto ninety percent (90%) of the lower of (i) the Fair Market Value pershare of Common Stock on the start date of the purchase period or (ii) the FairMarket Value per share of Common Stock on that Purchase Date.

**D.            Number ofPurchasable Shares.** The number of shares of Common Stockpurchasable by a Participant on each Purchase Date shall be the number of wholeshares obtained by dividing the amount collected from the Participant throughpayroll deductions during the purchase period ending with that Purchase Date bythe purchase price in effect for that Purchase Date. However, the maximumnumber of shares of Common Stock purchasable per Participant on any onePurchase Date shall not exceed one thousand one hundred twenty-five (1,125)shares, subject to periodic adjustments in the event of certain changes in theCorporation’s capitalization.

**E.             ExcessPayroll Deductions.** Any payroll deductions not applied to thepurchase of shares of Common Stock on any Purchase Date because they are notsufficient to purchase a whole share of Common Stock shall be held for thepurchase of Common Stock on the next Purchase Date. However, any payrolldeductions not applied to the purchase of Common Stock by reason of thelimitation on the maximum number of shares purchasable by the Participant onthe Purchase Date shall be promptly refunded.

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**F.             Termination ofPurchase Right.** Thefollowing provisions shall govern the termination of outstanding purchaserights:

**1.            **A Participant may, at any time priorto the last day of the purchase period, terminate his or her outstandingpurchase right by filing the appropriate form with the Plan Administrator (orits designate), and no further payroll deductions shall be collected from theParticipant with respect to the terminated purchase right. Any payrolldeductions collected during the purchase period in which such terminationoccurs shall, at the Participant’s election, be immediately refunded or heldfor the purchase of shares on the next Purchase Date. If no such election ismade at the time such purchase right is terminated, then the payroll deductionscollected with respect to the terminated right shall be refunded as soon aspossible.

**2.            **The termination of such purchase rightshall be irrevocable, and the Participant may not subsequently rejoin thepurchase period for which the terminated purchase right was granted. In orderto resume participation in any subsequent purchase period, such individual mustre-enroll in the Plan (by making a timely filing of the prescribedEnrollment/Change Form) on or before the start date of the new purchase period.

**3.            **Shouldthe Participant cease to remain an Eligible Employee for any reason (includingdeath, disability or change in status) while his or her purchase right remainsoutstanding, then that purchase right shall immediately terminate, and all ofthe Participant’s payroll deductions for the purchase period in which thepurchase right so terminates shall be immediately refunded. However, should theParticipant cease to remain in active service by reason of an approved unpaidleave of absence, then the Participant shall have the right, exercisable upuntil the last business day of the purchase period in which such leavecommences, to (a) withdraw all the payroll deductions collected to date on hisor her behalf during such purchase period or (b) have such funds held for thepurchase of shares on the next scheduled Purchase Date. In no event, however,shall any further payroll deductions be collected on the Participant’s behalfduring such leave. Upon the Participant’s return to active service, his or herpayroll deductions under the Plan shall automatically resume at the rate ineffect at the time the leave began, unless the Participant withdraws from thePlan prior to his or her return.

**G.            Corporate Transaction.**In the event of a proposed Corporate Transaction, each outstanding purchaseright shall be assumed by such successor corporation or a parent or subsidiaryof such successor corporation, unless the Plan Administrator, in the exerciseof its sole discretion and in lieu of such assumption, determines to shortenthe purchase period then in progress by setting a new Purchase Date (the “NewPurchase Date”). If the Plan Administrator shortens the purchase period then inprogress in lieu of assumption in the event of a Corporate Transaction, thePlan Administrator shall notify each Participant in writing at least ten (10)business days prior to the New Purchase Date, that the Purchase Date for theParticipant’s option has been changed to the New Purchase Date and that either:

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**1.            **the Participant’spurchase right will be exercised automatically on the New Purchase Date, unlessprior to such date the Participant has terminated his or her purchase right asprovided in Section VII.F.1; or

**2.            **the Company shallpay to the Participant on the New Purchase Date an amount in cash, cashequivalents, or property as determined by the Plan Administrator that is equalto the difference in the Fair Market Value of the shares subject to thepurchase right and the purchase price due had the Participant’s purchase rightbeen exercised automatically under clause 1 above.

For purposes of thisSubsection, a purchase right granted under the Plan shall be deemed to beassumed if, in connection with the Corporate Transaction, the purchase right isreplaced with a comparable purchase right with respect to shares of thesuccessor corporation or parent thereof. The determination of purchase rightcomparability shall be made by the Plan Administrator prior to the CorporateTransaction and its determination shall be final, binding and conclusive on allpersons.

**H.            Prorationof Purchase Rights.** Should the total number of shares of CommonStock which are to be purchased pursuant to outstanding purchase rights on anyparticular date exceed the number of shares then available for issuance underthe Plan, the Plan Administrator shall make a pro-rata allocation of theavailable shares on a uniform and nondiscriminatory basis, and the payrolldeductions of each Participant, to the extent in excess of the aggregatepurchase price payable for the Common Stock pro-rated to such individual, shallbe refunded.

**I.              Assignability.**The purchase right shall be exercisable only by the Participant and shall notbe assignable or transferable by the Participant.

**J.             StockholderRights.** A Participantshall have no stockholder rights with respect to the shares subject to his orher outstanding purchase right until the shares are purchased on theParticipant’s behalf in accordance with the provisions of the Plan and theParticipant has become a holder of record of the purchased shares.

**VIII.        ACCRUAL LIMITATIONS**

**A.           **NoParticipant shall be entitled to accrue rights to acquire Common Stock pursuantto any purchase right outstanding under this Plan if and to the extent suchaccrual, when aggregated with (i) rights to purchase Common Stock accrued underany other purchase right granted under this Plan and (ii) similar rightsaccrued under other employee stock purchase plans (within the meaning of CodeSection 423) of the Corporation or any Corporate Affiliate, wouldotherwise permit such Participant to purchase more than Twenty-Five ThousandDollars ($25,000) worth of stock of the Corporation or any Corporate Affiliate(determined on the basis of the Fair Market Value of such stock on the date ordates such rights are granted) for each calendar year such rights are at anytime outstanding.

**B.           **For purposes of applying such accruallimitations, the following provisions shall be in effect:

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**1.            **The right to acquire Common Stockunder each outstanding purchase right shall accrue on the Purchase Date ineffect for the purchase period for which such right is granted.

**2.            **No right to acquire Common Stock underany outstanding purchase right shall accrue to the extent the Participant hasalready accrued in the same calendar year the right to acquire Common Stockunder one (1) or more other purchase rights at a rate equal to Twenty-FiveThousand Dollars ($25,000) worth of Common Stock (determined on the basis ofthe Fair Market Value per share on the date or dates of grant) for eachcalendar year such rights were at any time outstanding.

**3.            **Ifby reason of such accrual limitations, any purchase right of a Participant doesnot accrue for a particular purchase period, then the payroll deductions whichthe Participant made during that purchase period with respect to such purchaseright shall be promptly refunded.

**C.           **In the event thereis any conflict between the provisions of this Article and one or moreprovisions of the Plan or any instrument issued thereunder, the provisions ofthis Article shall be controlling.

**IX.           EFFECTIVE DATE AND TERM OF THE PLAN**

**A.           **ThePlan was adopted by the Board on April 25, 1996 and became effective onNovember 3, 1996, provided no purchase rights granted under the Planwere to be exercised, and no shares of Common Stock were to be issuedhereunder, until (i) the Plan had been approved by the stockholders of theCorporation and (ii) the Corporation had complied with all applicablerequirements of the 1933 Act (including the registration of the shares ofCommon Stock issuable under the Plan on a Form S-8 registration statement filedwith the Securities and Exchange Commission), all applicable listingrequirements of any stock exchange (or the Nasdaq Global Market, if applicable)on which the Common Stock is listed for trading and all other applicablerequirements established by law or regula­tion. In the event such stockholderapproval were not obtained, or such compliance were not effected, within twelve(12) months after the date on which the Plan is adopted by the Board, the Planwas to have terminated and have no further force or effect and all sumscollected from Participants during the initial purchase period hereunder wereto have been refunded.

**B.           **Unless sooner terminated by the Board, the Planshall terminate upon the earliest to occur of (i) the last businessday in January 2017, (ii) the date on which all shares available for issuanceunder the Plan shall have been sold pursuant to purchase rights exercised underthe Plan or (iii) the date on which all purchase rights are exercised inconnection with a Corporate Transaction. No further purchase rights shall begranted or exercised, and no further payroll deductions shall be collected,under the Plan following such termination.

**X.            AMENDMENT OF THE PLAN**

The Board may alter, amend, suspend or discontinue thePlan at any time to become effective immediately following the close of anypurchase period. However, the Board may not, without the approval of theCorporation’s stockholders, (i) materially increase the number of shares 

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ofCommon Stock issuable under the Plan or the maximum number of sharespurchasable per Participant on any one Purchase Date, except for permissibleadjustments in the event of certain changes in the Corporation’s capitalization,(ii) alter the purchase price formula so as to reduce the purchase pricepayable for the shares of Common Stock purchasable under the Plan, or (iii)materially increase the benefits accruing to Participants under the Plan ormaterially modify the requirements for eligibility to participate in the Plan.

On July 26, 2006, the Board adopted and approved anamendment and restatement of the Plan to extend the term of the Plan to thelast business day of January, 2017 and, effective for purchase periods commencingon and after August 1, 2006, to modify the purchase price per share discountfrom eighty-five percent (85%) to ninety percent (90%) and to expand theactions the Company may take in connection with a Corporate Transaction and tomodify the list of Participating Corporations who extend the benefits of thePlan to their Eligible Employees.

**XI.           GENERAL PROVISIONS**

**A.           **All costs andexpenses incurred in the administration of the Plan shall be paid by theCorporation.

**B.           **Nothingin the Plan shall confer upon the Participant any right to continue in theemploy of the Corporation or any Corporate Affiliate for any period of specificduration or interfere with or otherwise restrict in any way the rights of theCorporation (or any Corporate Affiliate employing such person) or of theParticipant, which rights are hereby expressly reserved by each, to terminatesuch person’s employment at any time for any reason, with or without cause.

**C.           **The provisions of the Plan shall be governed bythe laws of the State of California without resort to that State’sconflict-of-laws rules.

 

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**Exhibit10.11.4**

**Schedule A**

**CURRENT LIST OFPARTICIPATING CORPORATIONS**

**Domestic**

Westaff, Inc., a Delaware corporation

Westaff (USA), Inc., a California corporation

Westaff Support, Inc., a California corporation

 

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**Exhibit10.11.4**

**APPENDIX**

The following definitions shall be in effect under thePlan:

**A.            Board**shall mean the Corporation’s Board of Directors.

**B.            CashEarnings** shall mean the (i) regular base salary paid to aParticipant by one or more Participating Companies during such individual’speriod of participation in one or more offering periods under the Plan plus(ii) any pre-tax contributions made by the Participant to any Code Section401(k) salary deferral plan or any Code Section 125 cafeteria benefit programnow or hereafter established by the Corporation or any Corporate Affiliate plus(iii) all overtime payments, bonuses, commissions, current profit-sharingdistributions and other incentive-type payments. However, Cash Earnings shall **not** include any contributions (other than Code Section401(k) or Code Section 125 contributions) made on the Participant’s behalf bythe Corporation or any Corporate Affiliate under any employee benefit orwelfare plan now or hereafter established.

**C.            Code** shallmean the Internal Revenue Code of 1986, as amended.

**D.            Common Stock**shall mean the Corporation’s common stock.

**E.             CorporateAffiliate** shall mean any parent or subsidiary corporation of theCorporation (as determined in accordance with Code Section 424), whether nowexisting or subsequently established.

**F.             CorporateTransaction** shallmean either of the following stockholder-approved transactions to which theCorporation is a party:

**1.            **a merger or consolidation in whichsecurities possessing more than fifty percent (50%) of the total combinedvoting power of the Corporation’s outstanding securities are transferred to aperson or persons different from the persons holding those securitiesimmediately prior to such transaction;

**2.            **thesale, transfer or other disposition of all or substantially all of the assetsof the Corporation in complete liquidation or dissolution of the Corporation;or

**3.            **anacquisition in a single or series ofrelated transactions by any person or related group of persons (other than theCompany or by a Company-sponsored employee benefit plan) of beneficialownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of1934, as amended) of securities possessing more than fifty percent (50%) of thetotal combined voting power of the Company’s outstanding securities.

**G.            Corporation**shall mean Westaff, Inc., a Delaware corporation, and any corporate successorto all or substan­tially all of the assets or voting stock of Westaff, Inc.which shall by appropriate action adopt the Plan.

**H.            EligibleEmployee** shall mean any person who is employed by aParticipating Corporation on a basis under which he or she is regularlyexpected to render more than twenty 

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(20) hours of service per week for more than five (5)months per calendar year for earnings considered wages under Code Section3401(a).

**I.              Fair MarketValue** per share ofCommon Stock on any relevant date shall be determined in accordance with thefollowing provisions:

**1.            **Ifthe Common Stock is are listed on one or more established stock exchanges ornational market systems, including without limitation The NASDAQ Global Select Market, The NASDAQGlobal Market and The NASDAQ Capital Market,itsFair Market Value shall be the closing sales price for such shares (or theclosing bid, if no sales were reported) as quoted on the principal exchange orsystem on which the Common Stock is listed (as determined by the PlanAdministrator) on the date of determination (or, if no closing sales price orclosing bid was reported on that date, as applicable, on the last trading datesuch closing sales price or closing bid was reported), as reported in The WallStreet Journal or such other source as the Plan Administrator deems reliable;

**2.            **Ifthe Common Stock is regularly quoted on an automated quotation system (includingthe OTC Bulletin Board) or by a recognized securities dealer, its Fair MarketValue shall be the closing sales price for such shares as quoted on such systemor by such securities dealer on the date of determination, but if sellingprices are not reported, the Fair Market Value of the Common Stock shall be themean between the high bid and low asked prices for the Common Stock on the dateof determination (or, if no such prices were reported on that date, on the lastdate such prices were reported), as reported in The Wall Street Journal or suchother source as the Plan Administrator deems reliable; or

**3.            **Inthe absence of an established market for the Common Stock of the type describedin (1) and (2), above, the Fair Market Value thereof shall be determined by thePlan Administrator in good faith.

**J.             1933 Act**shall mean the Securities Act of 1933, as amended.

**K.            Participant**shall mean any Eligible Employee of a Participating Corporation who is activelyparticipating in the Plan.

**L.            Participating Corporation**shall mean the Corporation and such Corporate Affiliate or Affiliates as may beauthorized from time to time by the Board to extend the benefits of the Plan totheir Eligible Employees. The current Participating Corporations in the Planare listed in attached Schedule A.

**M.           Plan** shallmean the Corporation’s Employee Stock Purchase Plan, as set forth in thisdocument.

**N.            PlanAdministrator** shall mean the committee of two (2) or morenon-employee Board members appointed by the Board to administer the Plan.

**O.            PurchaseDate** shall mean the last business day of each purchase period. Theinitial Purchase Date shall mean January 31, 1997.

 

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