**Exhibit10.11.5**

**WESTAFF,INC.**

**INTERNATIONALEMPLOYEE STOCK PURCHASE PLAN**

(As Amended and Restated July 26, 2006)

**I.              PURPOSE OF THE PLAN**

This International Employee Stock Purchase Plan isintended to promote the interests of Westaff, Inc. by providing eligibleemployees of the Corporation’s Foreign Subsidiaries with the opportunity toacquire a proprietary interest in the Corporation through the purchase ofshares of the Corporation’s Common Stock at periodic intervals.

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. Decisions ofthe Plan Administrator shall be final and binding on all parties having aninterest in the Plan.

**III.           STOCK SUBJECT TO PLAN**

**A.           **Thestock purchasable under the Plan shall be shares of authorized but unissued or reacquiredCommon Stock, including shares of Common Stock purchased on the open market. Themaximum number of shares of Common Stock which may be issued over the term ofthe Plan shall not exceed one hundred thirty-seven thousand and five hundred(137,500) 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.

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**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 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 leastfifteen (15) days prior to the scheduled beginning of the first purchase periodto be affected 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 and from the first business day in August tothe last business day in January of the following year. The first purchaseperiod began on November 3, 1996 and ended on the last business day in January1997.

**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. However,each individual who is an Eligible Employee of a Foreign Subsidiary whichdesignates an Effective Date that is not the start date of a purchase periodshall be eligible to participate in the Plan for the purchase period duringwhich the Effective Date occurs beginning with such Effective Date.

**B.           **To participate in the Plan for a particularpurchase period, the Eligible Employee must complete the enrollment/changeforms prescribed by the Plan Administrator and file such forms with the PlanAdministrator (or its designate) on or before the start date of the purchaseperiod.

**VI.           PAYMENT FOR THE SHARES**

**A.           **Exceptto the extent otherwise provided in the Plan (or any Addendum thereto) orauthorized by the Plan Administrator, the purchase price for the shares ofCommon Stock acquired under the Plan shall be paid from accumulated payrolldeductions authorized by the Participant.

**B.           **The payrolldeduction authorized by the Parti­cipant for purposes of acquiring shares ofCommon Stock under the Plan may be any multiple of one percent (1%) of the CashEarnings paid to the Participant during each purchase period, up to a maximumof ten percent (10%). The deduction rate so authorized shall continue in effectfor the entire purchase period. The Participant may not increase his or herrate of payroll deduction during a purchase period. However, the Participantmay, at any time during the purchase period, reduce his or her rate of payrolldeduction to become effective as soon as possible after filing the appropriateform with the Plan Administrator. The Participant may not, however, effect morethan one (1) such reduction per purchase period.

**C.           **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 

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day ending with or immediately prior to the last dayof the purchase period. The payroll deductions so collected shall be creditedto the Participant’s book account under the Plan, initially in the currency inwhich paid by the Foreign Subsidiary. Except to the extent otherwise providedby the Plan Administrator (or any Addendum to the Plan), no interest shall bepaid on the balance from time to time outstanding in such account and theamounts collected from the Participant shall not be held in any segregatedaccount or trust fund and may be commingled with the general assets of theCorporation and used for general corporate purposes.

**D.           **The payrolldeductions credited to each Participant’s book account during each calendarmonth shall be converted into U.S. Dollars on the Exchange Date for that monthon the basis of the exchange rate in effect on such date. The PlanAdministrator shall have the absolute discretion to determine the applicableexchange rate to be in effect for each Exchange Date by any reasonable method(including, without limitation, the exchange rate actually available in theordinary course of business on such date). Any changes or fluctuations in theexchange rate at which the payroll deductions collected on the Participant’sbehalf are converted into U.S. Dollars on each Exchange Date shall be bornesolely by the Participant.

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

**F.            **The Participant’s acquisition of Common Stockunder the Plan on any Purchase Date shall neither limit nor require theParticipant’s acquisition of Common Stock on any subsequent Purchase Date.

**VII.         PURCHASE RIGHTS**

**A.            Grant of Purchase Right.**A Participant shall be granted a separate purchase right on the start date ofeach purchase period in which he or she participates. The purchase right shallprovide the Participant with the right to purchase shares of Common Stock onthe Purchase Date upon the terms set forth below. The Participant shall executea stock purchase agreement embodying such terms and such other provisions (notinconsistent with the Plan) as the Plan Administrator may deem advisable.

Under no circumstances shall purchase rights begranted under the Plan to any Eligible Employee if such individual would,immediately after the grant, own (within the meaning of Code Section 424(d)) orhold outstanding options or other rights to purchase, stock possessing fivepercent (5%) or more of the total combined voting power or value of all classesof stock of the Corporation or 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 (asconverted into U.S. Dollars) for the purchase period ending on such PurchaseDate to the purchase of shares of 

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Common Stock (subject to the limitation on the maximumnumber of shares purchasable per Participant on any one Purchase Date) at thepurchase price in effect for that purchase period.

**C.            Purchase Price.**The purchase price per share at which Common Stock will be purchased on theParticipant’s behalf on each Purchase Date shall be equal to ninety percent(90%) of the lower of (i) the Fair Market Value per share of CommonStock on the start date of the purchase period or (ii) the Fair Market Valueper 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 (as converted into U.S. Dollars) during the purchase periodending with that Purchase Date by the purchase price in effect for thatPurchase Date. However, the maximum number of shares of Common Stockpurchasable per Participant on any one Purchase Date shall not exceed onethousand one hundred twenty-five (1,125) shares, subject to periodicadjustments in the event of certain changes in the Corporation’scapitalization.

**E.             Excess Payroll Deductions.**Any payroll deductions not applied to the purchase of shares of Common Stock onany Purchase Date because they are not sufficient to purchase a whole share ofCommon Stock shall be held for the purchase of Common Stock on the nextPurchase Date. However, any payroll deductions not applied to the purchase ofCommon Stock by reason of the limitation on the maximum number of sharespurchasable by the Participant on the Purchase Date shall be promptly refundedin the currency in which collected.

**F.             Termination of Purchase Right.**The following provisions shall govern the termination of outstanding purchaserights:

**1.            **AParticipant may, at any time prior to the last day of the purchase period,terminate his or her outstanding purchase right by filing the appropriate formwith the Plan Administrator (or its designate), and no further payrolldeductions shall be collected from the Participant with respect to theterminated purchase right. Any payroll deductions collected during the purchaseperiod in which such termination occurs shall, at the Participant’s election,be immediately refunded in the currency in which collected or held for thepurchase of shares on the next Purchase Date. If no such election is made atthe time such purchase right is terminated, then the payroll deductionscollected with respect to the terminated right shall be refunded as soon aspossible.

**2.            **The terminationof such purchase right shall be irrevocable, and the Participant may notsubsequently rejoin the purchase period for which the terminated purchase rightwas granted. In order to resume participation in any subsequent purchaseperiod, such individual must re-enroll in the Plan (by making a timely filingof the prescribed enrollment forms) on or before the start date of the newpurchase period.

**3.            **Should theParticipant cease to remain an Eligible Employee for any reason (includingdeath, disability or change in status) while his or her purchase right 

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remains outstanding, thenthat purchase right shall immediately terminate, and all of the Participant’spayroll deductions for the purchase period in which the purchase right soterminates shall be immediately refunded in the currency in which collected. However,should the Participant cease to remain in active service by reason of anapproved unpaid leave of absence, then the Participant shall have the right,exercisable up until the last business day of the purchase period in which suchleave commences, to (a) withdraw all the payroll deductions collected to dateon his or her behalf during such purchase period or (b) have such funds heldfor the purchase of shares on the next scheduled Purchase Date. In no event,however, shall any further payroll deductions be collected on the Participant’sbehalf during such leave. Upon the Participant’s return to active service, hisor her payroll deductions under the Plan shall automatically resume at the ratein effect at the time the leave began, unless the Participant withdraws fromthe Plan prior to his or her return.

**G.            Transferof Employment.** In the event that a Participant who is anEmployee of a Foreign Subsidiary is transferred and becomes an Employee of theCorporation during a purchase period under the Plan, such individual shallcontinue to remain a Participant in the Plan and payroll deductions shallcontinue to be collected until the next purchase date as if the Participant hadremained an Employee of the Foreign Subsidiary.

In the event that an Employee of the Corporation whois a participant in the U.S. Plan is transferred and becomes an Employee of aForeign Subsidiary during a purchase period in effect under the U.S. Plan, suchindividual shall automatically become a Participant under the Plan for theduration of the purchase period in effect at that time under the Plan and thebalance in such individual’s book account maintained under the U.S. Plan shallbe transferred as a balance to a book account opened for such individual underthe Plan. Such balance, together with all other payroll deductions collectedfrom such individual by the Foreign Subsidiary for the remainder of thepurchase period under the Plan (as converted into U.S. Dollars), shall beapplied on the next purchase date to the purchase of Stock under the Plan.

**H.            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:

**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 

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equal to the differencein the Fair Market Value of the shares subject to the purchase right and thepurchase price due had the Participant’s purchase right been exercisedautomatically under clause 1 above.

For purposes of this Subsection, a purchase rightgranted under the Plan shall be deemed to be assumed if, in connection with theCorporate Transaction, the purchase right is replaced with a comparablepurchase right with respect to shares of the successor corporation or parentthereof. The determination of purchase right comparability shall be made by thePlan Administrator prior to the Corporate Transaction and its determinationshall be final, binding and conclusive on all persons.

**I.              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.

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

**K.            Stockholder Rights.**A Participant shall have no stockholder rights with respect to the sharessubject to his or her outstanding purchase right until the shares are purchasedon the Participant’s behalf in accordance with the provisions of the Plan andthe Participant 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 ThousandU.S. Dollars (U.S. $25,000) worth of stock of the Corporation or any CorporateAffiliate (determined on the basis of the Fair Market Value of such stock onthe date or dates such rights are granted) for each calendar year such rightsare at any time outstanding.

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

**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.            **Noright to acquire Common Stock under any outstanding purchase right shall accrueto the extent the Participant has already accrued in the same calendar year the

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rightto acquire Common Stock under one (1) or more other purchase rights at a rateequal to Twenty-Five Thousand U.S. Dollars (U.S. $25,000) worth of Common Stock(determined on the basis of the Fair Market Value per share on the date ordates of grant) for each calendar year such rights were at any timeoutstanding.

**C.           **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.

**D.           **In the event there is any conflict between theprovisions of this Article and one or more provisions of the Plan or anyinstrument issued thereunder, the provisions of this Article shall becontrolling.

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

**A.           **ThePlan was adopted by the Board on October 15, 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 the Corporation had complied with all applicable requirementsof the 1933 Act (including the registration of the shares of Common Stockissuable under the Plan on a Form S-8 registration statement filed with theSecurities and Exchange Commission), all applicable listing requirements of anystock exchange (or the Nasdaq Global Market, if applicable) on which the CommonStock is listed for trading and all other applicable requirements establishedby law or regula­tion. In the event such compliance were not effected, withintwelve (12) months after the date on which the Plan is adopted by the Board,the Plan was to have terminated and have no further force or effect and allsums collected from Participants during the initial purchase period hereunderwere to have been refunded.

**B.           **Unless soonerterminated by the Board, the Plan shall terminate upon the earliest tooccur of (i) the last business day in January 2017, (ii) the date on whichall shares available for issuance under the Plan shall have been sold pursuantto purchase rights exercised under the Plan or (iii) the date on which allpurchase rights are exercised in connection with a Corporate Transaction. Nofurther purchase rights shall be granted or exercised, and no further payrolldeductions 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.

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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.           **Nothing in thePlan shall confer upon the Participant any right to continue in the employ ofthe Corporation or any Corporate Affiliate for any period of specific durationor 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.           **Exceptto the extent otherwise provided in any Addendum to the Plan, the provisions ofthe Plan shall be governed by the laws of the State of California withoutresort to that State’s conflict-of-laws rules.

**D.           **A ForeignSubsidiary or the Plan Administrator, as the case may be, shall have the rightto deduct from any payment to be made under this Plan, or to otherwise require,prior to the issuance or delivery of any shares of Common Stock or the paymentof any cash, payment by each Participant of any tax required by applicable lawto be withheld.

**E.            **Additionalprovisions for individual Foreign Subsidiaries may be incorporated in one ormore Addenda to the Plan. Such Addenda shall have full force and effect withrespect to the Foreign Subsidiaries to which they apply. In the event of aconflict between the provisions of such an Addendum and one or more otherprovisions of the Plan, the provisions of the Addendum shall be controlling.

 

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**Exhibit10.11.5**

**Schedule A**

**CURRENT LIST OFPARTICIPATING COMPANIES**

Westaff (U.K.) Limited

 

Westaff (Australia) PtyLtd

 

Westaff NZ Limited

 

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**Exhibit10.11.5**

**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 Foreign Subsidiaries during such individual’s periodof participation in one or more purchase periods under the Plan plus (ii) allovertime payments, bonuses, commissions, current profit-sharing distributionsand other incentive-type payments. However, Cash Earnings shall **not** include any contributions made on the Participant’sbehalf by the Corporation or any Corporate Affiliate under any employee benefitor welfare plan now or hereafter established.

**C.            Code** shallmean the U.S. 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, whether now existing or subsequently established.

**F.             CorporateTransaction**shall meaneither 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.            EffectiveDate** shall mean November 3, 1996. Any Foreign Subsidiary whichelects, with the approval of the Board, to extend the benefits of this Plan toits employees after such Effective Date shall designate a subsequent EffectiveDate with respect to its employee-Participants.

**I.              EligibleEmployee** shall mean any person who is employed by aParticipating Corporation as a regular staff employee (and not temporary) on abasis under which he or she is regularly expected to render more than twenty(20) hours of service per week for more than five (5) months per calendar yearfor earnings considered wages under Code Section 3401(a).

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**J.             ExchangeDate** shall mean the last U.S. business day of each month duringa purchase period, on which date the foreign currency payroll deductionscollected on behalf of the Participants during that month are to be convertedinto U.S. Dollars.

**K.            Fair Market Value** per share of Common Stock on any relevant dateshall be determined in accordance with the following 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(including the OTC Bulletin Board) or by a recognized securities dealer, itsFair Market Value shall be the closing sales price for such shares as quoted onsuch system or by such securities dealer on the date of determination, but ifselling prices are not reported, the Fair Market Value of the Common Stockshall be the mean between the high bid and low asked prices for the CommonStock on the date of determination (or, if no such prices were reported on thatdate, on the last date such prices were reported), as reported in The WallStreet Journal or such other 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.

**L.            ForeignSubsidiary** shall mean any non-U.S. Corporate Affiliate orAffiliates as may be authorized from time to time by the Board to extend thebenefits of the Plan to their Eligible Employees. The Foreign Subsidiariesparticipating in the Plan as of the Effective Date are listed in attachedSchedule A.

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

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

**O.            Plan** shallmean the Corporation’s International Employee Stock Purchase Plan, as set forthin this document.

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

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

 

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