INDEMNIFICATION AGREEMENT


 


This Agreement is made as of [      ], 201[  
], between Exponent, Inc., a Delaware corporation (the “Company”), and [      ] (“Indemnitee”). 


 


RECITALS


 


Both the Company and Indemnitee recognize
that highly competent persons have become more reluctant to serve publicly-held corporations as directors, executive officers or
in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate
risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.


 


In recognition of Indemnitee’s need
for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in
an effective manner and Indemnitee’s reliance on the provisions of the Company’s Certificate of Incorporation (“Certificate
of Incorporation”) and the Company’s Bylaws (the “Bylaws”) requiring indemnification of Indemnitee to the
fullest extent permitted by law, and in part to provide Indemnitee with specific contractual assurance that the protection promised
by such Certificate of Incorporation and Bylaws will be available to Indemnitee (regardless of, among other things, any amendment
to or revocation of such Certificate of Incorporation or Bylaws or any change in the composition of the Company’s Board of
Directors or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification
of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set
forth in this Agreement.


 


The Certificate of Incorporation, the Bylaws
and the General Corporation Law of the State of Delaware (“DGCL”) expressly provide that the indemnification provisions
set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and members
of the board of directors, officers and other persons with respect to indemnification.


 


It is reasonable, prudent and necessary
for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest
extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will
not be so indemnified.


 


This Agreement is a supplement to and in
furtherance of the Certificate of Incorporation and Bylaws and any resolutions adopted pursuant thereto and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 




    	 



    	 



    

  


AGREEMENT


 


In consideration of the premises and of
Indemnitee agreeing to serve or continuing to serve the Company directly or, at its request, with another enterprise, and intending
to be legally bound hereby, the parties hereto agree as follows:


 


1.          Basic
Indemnification Agreement.


 


(a)          In
the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or
witness or other participant in, a Claim (as defined in Section 9(b)) by reason of (or arising in part out of) an Indemnifiable
Event (as defined in Section 9(d)), the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable
but in any event no later than 30 days after written demand is presented to the Company, against any and all Expenses (as defined
in Section 9(c)), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection therewith) of such Claim actually and reasonably incurred by or on behalf of Indemnitee in connection
with such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt
of any payments under this Agreement. If requested by Indemnitee in writing, the Company shall advance (within ten business days
of such written request) any and all Expenses to Indemnitee (an “Expense Advance”). Except as set forth in Sections
1(b), 3 and 7, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim (i)
initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented
to the initiation of such Claim; (ii) made on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s
duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct
or a knowing violation of the law; (iii) arising from the purchase and sale by Indemnitee of securities in violation of Section
16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
similar provisions of state statutory law or common law; or (iv) arising from the reimbursement of the Company by Indemnitee of
any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities
of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting
restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), or the
payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of
the Sarbanes-Oxley Act). 


 




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(b)          Notwithstanding
any other provision of this Agreement, (i) the indemnification obligations of the Company under Section 1(a) shall not be applicable
if the Reviewing Party (as defined in Section 9(f)) has determined (in a written opinion, in any case in which the special independent
counsel referred to in Section 2 is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and
(ii) the execution and delivery to the Company of this Agreement shall constitute an undertaking that, if, when and to the extent
that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, Indemnitee
undertakes to repay the Company for all such amounts paid as an Expense Advance pursuant to Section 1(a) and as an Additional Expense
Advance pursuant to Section 3; provided, however, that if Indemnitee has commenced legal proceedings in the Court of Chancery of
the State of Delaware (the “Delaware Court”) to secure a determination that Indemnitee should be indemnified under
applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable
law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance or Additional Expense
Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been
exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances and Additional Expense Advances
shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall
be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be the special
independent counsel referred to in Section 2. If there has been no determination by the Reviewing Party or if the Reviewing Party
determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee
shall have the right to commence litigation in the Delaware Court seeking an initial determination by the court or challenging
any such determination by the Reviewing Party or any aspect thereof and the Company hereby consents to service of process and to
appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company
and Indemnitee. Subject to the right to receive Additional Expense Advances under Section 3 in connection with an action to enforce
rights under this Agreement and the obligation to repay such advances provided above, the Company shall indemnify Indemnitee for
Expenses incurred by Indemnitee in connection with the successful establishment or enforcement, in whole or in part, by Indemnitee
of Indemnitee’s right to indemnification or advances.


 


2.          Change
in Control.  The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which
has been approved by two- thirds or more of the Company’s Board of Directors who were directors immediately prior to such
Change in Control), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments
and Expense Advances under this Agreement or any other agreement, the Bylaws or Certificate of Incorporation now or hereafter in
effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from special independent counsel selected
by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed) and who has not performed
services for the Company or for Indemnitee within the last five years (other than with respect to matters concerning Indemnitee
under this Agreement, or of other indemnitees under similar indemnification agreements). In the event that Indemnitee and the Company
are unable to agree on the selection of the special independent counsel, such special independent counsel shall be selected by
lot from among at least five law firms with offices in the State of Delaware having more than fifty attorneys, having a rating
of “av” or better in the then current Martindale Hubbell Law Directory and having attorneys which specialize in corporate
law. Such selection shall be made in the presence of Indemnitee (and her legal counsel or either of them, as Indemnitee may elect).
Such counsel, among other things, shall, within 90 days of its retention, render its written opinion to the Company and Indemnitee
as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay
the reasonable fees of the special independent counsel referred to above and to fully indemnify such counsel against any and all
expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.


 




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3.          Indemnification
for Additional Expenses.  The Company shall indemnify Indemnitee against any and all expenses (including attorneys’
fees) and, if requested by Indemnitee in writing, shall (within ten business days of such written request) advance such expenses
to Indemnitee (an “Additional Expense Advance”), which are incurred by Indemnitee in connection with any Claim asserted
against or action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement
or any other agreement, the Bylaws or Certificate of Incorporation now or hereafter in effect relating to Claims for Indemnifiable
Events and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company,
regardless of whether the Company believes that Indemnitee is entitled to such indemnification, advance expense payment or insurance
recovery, as the case may be.


 


4.          Partial
Indemnity. If Indemnitee is entitled under any provisions of this Agreement to indemnification by the Company of some but
not all of the Expenses, liabilities, judgments, fines, penalties and amounts paid in settlement of a Claim, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other
provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or
all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal
without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith. In connection with any
determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of
proof shall be on the Company to establish that Indemnitee is not so entitled.


 


5.          No
Presumption.  For purposes of this Agreement, the termination of any action, suit or proceeding by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create
a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief.


 


6.          Notification
and Defense of Claim.  Within 30 days after receipt by Indemnitee of notice of the commencement of a Claim which may involve
an Indemnifiable Event, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement,
submit to the Company a written notice identifying the proceeding, but the omission so to notify the Company will not relieve it
from any liability which it may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such lack
of notice. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereof:


 


(a)          the
Company will be entitled to participate therein at its own expense;


 






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(b)          except
as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified
will be entitled to assume the defense thereof, with counsel selected by the Board of Directors and satisfactory to Indemnitee.
After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee
under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof
other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own
counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of
its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee
has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between
the Company and Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel
to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company.
The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or as to which Indemnitee
shall have made the conclusion provided for in clause (ii) above; and


 


(c)          the
Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim
effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty
or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold
or delay their consent to any proposed settlement.


 


7.          Supersedes
Prior Agreement; Non-exclusivity.  This Agreement shall supersede the prior Indemnification Agreement between the Company
and Indemnitee. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Certificate
of Incorporation, the Bylaws, the DGCL, any agreement, a vote of the stockholders, a resolution of directors or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement
in respect of any action taken or omitted by such Indemnitee acting on behalf of the Company and at the request of the Company
prior to such amendment, alteration or repeal. To the extent that a change in the DGCL (whether by statute or judicial decision),
the Certificate of Incorporation or the Bylaws permits greater indemnification by agreement than would be afforded currently under
the Certificate of Incorporation, the Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy
by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive
of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


8.          Liability
Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’
liability insurance, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage available for any Company director or officer. If, at the time the Company receives notice from any source
of a Claim as to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of such proceeding to the insurers in accordance with the procedures
set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies. In
the event of a Potential Change in Control (as defined in Section 9), the Company shall maintain in force any and all insurance
policies then maintained by the Company providing directors’ and officers’ liability insurance, in respect of Indemnitee,
for a period of six years thereafter. The Company shall indemnify Indemnitee for Expenses incurred by Indemnitee in connection
with any successful action brought by Indemnitee for recovery under any insurance policy referred to in this Section 8 and shall
advance to Indemnitee the Expenses of such action in the manner provided in Section 3 above.


 




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9.          Certain
Definitions.


 


(a)          A
“Change in Control” shall be deemed to have occurred if:


 


(1)         any
person, as that term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act, becomes, is discovered to be, or files
a report on Schedule 13D or 14D-1 (or any successor schedule, form or report) disclosing that such person is a beneficial owner
(as defined in Rule 13d-3 under the Exchange Act or any successor rule or regulation), directly or indirectly, of securities of
the Company representing 20% or more of the total voting power of the Company’s then outstanding Voting Securities (unless
such person becomes such a beneficial owner in connection with the initial public offering of the Company);


 


(2)         during
any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof;


 


(3)         the
Company, or any material subsidiary of the Company, is merged, consolidated or reorganized into or with another corporation or
other legal person (an “Acquiring Person”) or securities of the Company are exchanged for securities of an Acquiring
Person, and immediately after such merger, consolidation, reorganization or exchange less than a majority of the combined voting
power of the then outstanding securities of the Acquiring Person immediately after such transaction are held, directly or indirectly,
in the aggregate by the holders of Voting Securities immediately prior to such transaction;


 


(4)         the
Company, or any material subsidiary of the Company, in any transaction or series of related transactions, sells or otherwise transfers
all or substantially all of its assets to an Acquiring Person, and less than a majority of the combined voting power of the then
outstanding securities of the Acquiring Person immediately after such sale or transfer is held, directly or indirectly, in the
aggregate by the holders of Voting Securities immediately prior to such sale or transfer;


 




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(5)         the
Company and its subsidiaries, in any transaction or series of related transactions, sells or otherwise transfers business operations
that generated two thirds or more of the consolidated revenues (determined on the basis of the Company’s four most recently
completed fiscal quarters) of the Company and its subsidiaries immediately prior thereto;


 


(6)         the
Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing that
a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then existing contract
or transaction; or


 


(7)         any
other transaction or series of related transactions occur that have substantially the effect of the transactions specified in any
of the preceding clauses in this paragraph (ii).


 


Notwithstanding the provisions of Section
9(a)(1) or 9(a)(4), unless otherwise determined in a specific case by majority vote of the Board of Directors of the Company, a
Change of Control shall not be deemed to have occurred for purposes of this Agreement solely because (i) the Company, (ii) an entity
in which the Company directly or indirectly beneficially owns 50% or more of the voting securities or (iii) any Company sponsored
employee stock ownership plan, or any other employee benefit plan of the Company, either files or becomes obligated to file a report
or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule,
form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of stock of the Company,
or because the Company reports that a Change in Control of the Company has or may have occurred or will or may occur in the future
by reason of such beneficial ownership.


 


(b)          A
“Claim” is any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism,
or any inquiry, hearing or investigation whether conducted by the Company or any other party, whether civil, criminal, administrative,
investigative or other.


 


(c)          “Expenses”
include attorneys’ fees and all other costs, fees, expenses and obligations of any nature whatsoever paid or incurred in
connection with investigating, defending, being a witness in or participating in (including appeal), or preparing to defend, be
a witness in or participate in any Claim relating to any Indemnifiable Event.


 


(d)          An
“Indemnifiable Event” is any event or occurrence (whether before or after the date hereof) related to the fact that
Indemnitee is or was a director, officer, employee, consultant, agent or fiduciary of or to the Company, or any subsidiary of the
Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or was a director, officer, employee,
or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the
request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity.


 




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(e)          A
“Potential Change in Control” shall be deemed to have occurred if (i) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company) publicly announces
an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; (iii) any person,
other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or
more of the combined voting power of the Company’s then outstanding Voting Securities, increases such person’s beneficial
ownership of such securities by five percentage points or more over the initial percentage of such securities; or (iv) the Board
of Directors of the Company adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control
has occurred.


 


(f)          A
“Reviewing Party” is (i) the Company’s Board of Directors (provided that a majority of directors are not parties
to the particular Claim for which Indemnitee is seeking indemnification) or (ii) any other person or body appointed by the Company’s
Board of Directors, who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or (iii) if there
has been a Change in Control, the special independent counsel referred to in Section 2 hereof.


 


(g)          “Voting
Securities” means any securities of the Company which vote generally in the election of directors.


 


10.         Amendments,
Termination and Waiver.  No supplement, modification, amendment or termination of this Agreement shall be binding unless
executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


11.         Contribution.
If the indemnification provided in Sections 1 and 3 is unavailable, then, in respect of any Claim in which the Company is jointly
liable with Indemnitee (or would be if joined in the Claim), the Company shall contribute to the amount of Expenses, judgments,
fines, penalties and amounts paid in settlement as appropriate to reflect: (i) the relative benefits received by the Company, on
the one hand, and Indemnitee, on the other hand, from the transaction from which the Claim arose, and (ii) the relative fault of
the Company, on the one hand, and of Indemnitee, on the other, in connection with the events which resulted in such Expenses, judgments,
fines, penalties and amounts paid in settlement, as well as any other relevant equitable considerations. The relative fault of
the Company, on the one hand, and of Indemnitee, on the other, shall be determined by reference to, among other things, the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses
and Liabilities. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 11 were determined
by pro rata allocation or any other method of allocation which does not take account of the equitable considerations described
in this Section 11.


 




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12.         Subrogation.
 In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure
such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such
rights.


 


13.         No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any
Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under insurance policy, Certificate
of Incorporation or otherwise) of the amounts otherwise indemnifiable hereunder.


 


14.         Binding
Effect.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business and/or assets of the Company, spouse, heirs, and personal and legal representatives.
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise)
to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement, to expressly
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform
if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve
as a director or officer (or in one of the capacities enumerated in Section 9(d) hereof) of the Company or of any other enterprise
at the Board of Directors’ request.


 


15.         Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within
a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable,
and the remaining provisions shall remain enforceable to the fullest extent permitted by law.


 


16.         Applicable
Law and Consent to Jurisdiction.  This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with
this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of
America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes
of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, irrevocably, to the extent such
party is not a resident of the State of Delaware, The Corporation Trust Company (or another agent if notice of such appointment
is provided to the other party) as its agent in the State of Delaware for acceptance of legal process in connection with any such
action or proceeding against such party with the same legal force and validity as if served upon such party personally within the
State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court,
and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has
been brought in an improper or inconvenient forum.


 




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17.         Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed
by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


Executed this [  ] day of [  ].


 


	 	Exponent, Inc.
	 	 	 
	 	By: 	 
	 	Name: 	Richard L. Schlenker
	 	Title: 	Executive Vice President, Chief Financial Officer and Corporate Secretary
	 	 	 
	 	Indemnitee
	 	 	 
	 	 	 
	 	[signature]	 
	 	 	 
	 	[	]


 








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