Exhibit 4.1


 





VERSAR, INC.


 


2005 AMENDED AND RESTATED EMPLOYEE
STOCK PURCHASE PLAN


 


The following constitute the provisions
of the 2005 Amended and Restated Employee Stock Purchase Plan of Versar, 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 Shares of the Company. It is the intention, but not the obligation, of the Company to have the
Plan qualify as an "employee stock purchase plan" under Section 423 of the Code. The provisions of the Plan shall, accordingly,
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)               
“Administrator” means (i) any person or committee to whom the Board delegates administrative discretion
under the Plan, and (ii) the Board, which may exercise any and all administrative powers associated with the Plan.


 


(b)              
"Board" means the Board of Directors of the Company.


 


(c)               
"Code" means the Internal Revenue Code of 1986, as amended.


 


(d)              
"Common Shares" means shares of common stock, par value $.01 per share, of the Company.


 


(e)               
"Company" means Versar, Inc., a Delaware corporation.


 


(f)               
"Compensation"
means the sums of the types and amounts of compensation determined from time to time by the Administrator in its sole discretion
to be eligible to be taken into account under the Plan, provided that no such determination shall include or exclude any type or
amount of compensation contrary to the requirements of Section 423 of the Code, including the equal treatment of participants having
the same employer corporation.


 


(g)               
"Continuous Status as an Employee"
means the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered
interrupted in the case of (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator,
provided that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed
by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case
of transfers between locations of the Company or between the Company and its Designated Subsidiaries.


 


(h)               
"Contributions" means all
amounts credited to the account of a participant pursuant to the Plan.


 






    	 



    	 



    

 


(i)               
"Corporate Transaction" means
a sale of all or substantially all of the Company's assets, or a merger, consolidation, or other capital reorganization of the
Company with or into another corporation, or any other transaction or series of related transactions in which the Company's shareholders
immediately prior thereto own less than 50% of the voting shares of beneficial interest of the Company (or its successor or parent)
immediately thereafter.


 


(j)               
"Designated Subsidiaries"
means the Subsidiaries (or other entities with respect to sub-plans established under Section 19(d) hereof) that have been designated
by the Board from time to time in its sole discretion as eligible to participate in the Plan.


 


(k)               
"Employee" means any person,
including an Officer, whom the Company or one of its Designated Subsidiaries classifies as an employee for payroll tax purposes
and who (i) is customarily employed by the Company or one of its Designated Subsidiaries for at least 20 hours per week, and (ii)
is customarily employed by the Company or one of its Designated Subsidiaries for more than five months in a calendar year.


 


(l)               
"Exchange Act" means the
Securities Exchange Act of 1934, as amended.


 


(m)               
"Offering Date" means the
first business day of each Purchase Period of the Plan.


 


(n)               
"Officer" means a person
who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.


 


(o)               
"Plan" means this 2005 Amended
and Restated Employee Stock Purchase Plan.


 


(p)               
"Purchase Date" means the
last day of each Purchase Period of the Plan, provided, however, that if such date is not a business day, the “Purchase Date”
shall mean the immediately preceding business day.


 


(q)               
“Purchase Period” means
a period of one calendar month (or such other period of up to 27 consecutive months that the Administrator may determine in its
sole discretion before an Offering Date), except for the first Purchase Period set forth in Section 4(b).


 


(r)               
"Purchase Price" means with
respect to a Purchase Period an amount equal to 95% of the Fair Market Value (as defined in Section 7(b) below) of a Share on the
Purchase Date; provided, however, that the Administrator may before any Offering Date establish a different formula for determining
the Purchase Price so long as the formula does not result in a lower Purchase Price than is allowable under Section 423(b)(6) of
the Code.


 


(s)               
"Share" means one Common
Share, as adjusted in accordance with Section 18 of the Plan.


 


(t)               
"Subsidiary" means
a corporation (or an unincorporated entity of which the Company is a co-employer of its employees), 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.


 






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3.             
Eligibility.


 


(a)               
Any person who is an Employee as of the date 30 days before the Offering Date of a given Purchase Period shall be eligible
to participate in such Purchase Period under the Plan, subject to the requirements of Section 5(a) and the limitations imposed
by Section 423(b) of the Code; provided however that eligible Employees may not participate in more than one Purchase Period at
a time.


 


(b)              
Any provisions of the Plan to the contrary notwithstanding other than Section 3(c), no Employee shall be granted an option
under the Plan (i) if, 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 shares of beneficial ownership of the Company and/or hold outstanding
options to purchase Shares possessing five percent (5%) or more of the total combined voting power or value of all classes of Shares
of the Company or shares of common stock of any Subsidiary of the Company, or (ii) if such option would permit his or her rights
to purchase Shares under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries
to accrue at a rate that exceeds Twenty-Five Thousand Dollars ($25,000) of the Fair Market Value (as defined in Section 7(b) below)
of such Shares (determined at the time such option is granted) for each calendar year in which such option is outstanding at any
time.


 


(c)               
Company directors, independent contractors (the meaning of such terms to be determined by the Administrator in its sole
discretion), employees of affiliates of the Company that are not corporate Subsidiaries, and Employees who are ineligible to participate
pursuant to Section 3(b)(i) above may, in the sole discretion of the Administrator, be eligible to participate in any Company sub-plan
or sub-plans that the Administrator may establish in accordance with Section 19(d) below.


 


4.     
Purchase Periods. Purchase Periods shall generally commence on the first day of each calendar month (e.g.,
January 1, February 1, March 1) and shall end on the last day of the calendar month in which the Purchase Period begins. The Administrator
shall have the discretion to establish the first Purchase Period as commencing on or after the effective date determined in Section
22 below. The Administrator shall have the power to change the duration and/or frequency of Purchase Periods with respect to future
purchases without stockholder approval, provided that the Administrator shall announce any such change at least fifteen (15) days
prior to the scheduled beginning of the first Purchase Period to be affected.


 


5.     
Participation.


 


(a)               
An eligible Employee may become a participant in the Plan by completing a subscription agreement on the form provided by
the Company and filing it with the Company's Human Resources Department or the stock brokerage or other financial services firms
designated or approved by the Administrator from time to time (each, a "Designated Broker") prior to the applicable
Offering Date, unless a later time for filing the subscription agreement is set by the Board for all eligible Employees with respect
to a given Purchase Period. The subscription agreement shall set forth the percentage of the participant's Compensation (subject
to Section 6(a) below) to be paid as Contributions pursuant to the Plan.


 






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(b)              
Payroll deductions shall commence on the first full payroll following the Offering Date and shall end on the last payroll
paid on or prior to the last Purchase Period to which the subscription agreement is applicable, unless sooner terminated by the
participant as provided in Section 10.


 


(c)               
A participant's subscription agreement shall remain in effect for successive Purchase Periods unless modified as provided
in Section 6 or terminated as provided in Section 10.


 


6.             
Method of Payment of Contributions.


 


(a)               
A participant shall elect to have payroll deductions made on each payday during the Purchase Period in an amount not less
than $25 per payroll period and not more than twenty-five percent (25%) (or such other percentage as the Administrator
may establish from time to time before an Offering Date) of such participant's Compensation on each payday during the Purchase
Period. All payroll deductions made by a participant shall be credited to his or her account under the Plan. A participant may
not make any additional payments into such account.


 


(b)              
A participant may discontinue his or her participation in the Plan as provided in Section 10, and may increase or decrease
the rate of his or her Contributions with respect to the Purchase Period only in accordance with rules that the Administrator establishes
before the Offering begins. Any change in rate shall be effective as of the beginning of the next calendar month following the
date of filing of the new subscription agreement, if the agreement is filed at least ten (10) business days prior to such date
and, if not, as of the beginning of the next succeeding calendar month.


 


(c)               
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein,
a participant's payroll deductions may be decreased during any Purchase Period scheduled to end during the current calendar year
to 0%. Payroll deductions shall re-commence at the rate provided in such participant's subscription agreement at the beginning
of the first Purchase Period that is scheduled to end in the following calendar year, unless terminated by the participant as provided
in Section 10.


 


7.             
Grant of Option.


 


(a)   
On the Offering Date of each Purchase Period, each eligible Employee participating in such Purchase Period shall be granted
an option to purchase on the Purchase Date for the Purchase Period a number of Shares determined by dividing such Employee's Contributions
accumulated prior to such Purchase Date and retained in the participant's account as of the Purchase Date by the applicable Purchase
Price; provided however that the maximum number of Shares an Employee may purchase during each Purchase Period shall be 500 Shares
(subject to any adjustment pursuant to Section 18 below, as well as to such other number of Shares as the Administrator may establish
from time to time before an Offering Date), and provided further that such purchase shall be subject to the limitations set forth
in Sections 3(b) and 13.


 


(b)  
The fair market value of the Company's Common Shares on a given date (the “Fair Market Value") shall be
–


 






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(i) the closing sales price of
the Common Shares for such date (or, in the event that the Common Shares are not traded on such date, on the immediately preceding
trading date), as reported by the New York Stock Exchange or the American Stock Exchange, or, if such price is not reported, then
on the nearest preceding trading day during which a sale occurred; or


 


(ii) if such stock is not
traded on either exchange but is quoted on NASDAQ or a successor quotation system (A) the last sales price (if the stock is then
listed as a National Market Issue under The Nasdaq National Market System) or (B) the mean of the bid and asked prices per-share
of the Common Shares as reported by the NASDAQ or successor or,


 


(iii) in the event the Common
Shares are not listed on a stock exchange or quoted on NASDAQ but is otherwise traded in the over-the-counter market, the Fair
Market Value per share shall be the mean between the most recent representative bid and asked prices; or


 


(iv) if subsections (i)-(iii)
do not apply, the fair market value established in good faith by the Board.


 


8.             
Exercise of Option. Unless a participant withdraws from the Plan as provided in Section 10, his or her option
for the purchase of Shares will be exercised automatically on each Purchase Date of a Purchase Period, and the maximum number of
full Shares subject to the option will be purchased at the applicable Purchase Price with the accumulated Contributions in his
or her account. No fractional Shares shall be sold or issued pursuant to the Plan. Any payroll deductions accumulated in a participant's
account that are not sufficient to purchase a full Share shall be retained in the participant's account for the subsequent Purchase
Period, subject to earlier withdrawal by the participant as provided in Section 10 below. Any other amounts left over in a participant's
account after a Purchase Date shall be returned to the participant. The Shares purchased upon exercise of an option hereunder shall
be deemed to be transferred to the participant on the Purchase Date. During his or her lifetime, a participant's option to purchase
Shares hereunder is exercisable only by him or her.


 


9.             
Delivery. As promptly as practicable after each Purchase Date of each Purchase Period, the number of Shares
purchased by each participant upon exercise of his or her option shall be deposited into an account established in the participant's
name with a Designated Broker.


 


10.         
Voluntary Withdrawal; Termination of Employment.


 


(a)               
A participant may withdraw all but not less than all the Contributions credited to his or her account under the Plan at
any time prior to each Purchase Date by giving written notice to the Company or the Designated Broker, in the form
and manner as directed by the Company, at least five (5) days prior to the Purchase Date. All of the participant's Contributions
credited to his or her account will be paid to him or her promptly after receipt of his or her notice of withdrawal and his or
her option for the current period will be automatically terminated, and no further Contributions for the purchase of Shares will
be made during the Purchase Period.


 






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(b)              
Upon termination of the participant's Continuous Status as an Employee prior to the Purchase Date of a Purchase Period for
any reason, including retirement or death, the Contributions credited to his or her account will be returned to him or her or,
in the case of his or her death, to the person or persons entitled thereto under Section 13, and his or her option will be automatically
terminated. A participant will have up to 30 days to transfer, to himself, to a designated beneficiary, or to a designated broker,
any Shares that the Company or the Designated Broker holds for the benefit of the Participant (using a form that the Administrator
provides). If within 30 days, the participant’s Shares are not transferred, the Administrator may, but shall not be obligated
to, issue and mail a stock certificate for the Shares to the participant.


 


(c)               
In the event an Employee fails to remain in Continuous Status as an Employee of the Company for at least twenty (20) hours
per week during the Purchase Period in which the employee is a participant, he or she will be deemed to have elected to withdraw
from the Plan and the Contributions credited to his or her account will be returned to him or her and his or her option terminated.


 


(d)              
A participant’s withdrawal from a Purchase Period will result in his or her becoming ineligible to participate in
any Purchase Periods beginning within the next 12 months ( as well as being ineligible for the same period to participate in any
succeeding employee stock purchase plan or any similar plan which may hereafter be adopted by the Company and for which such participant
is otherwise eligible).


 


11.         
Interest. No interest shall accrue on the Contributions of a participant in the Plan.


 


12.         
Shares.


 


(a)               
On and after August 1, 2014, a total of 271,975 Shares shall be available for purchase pursuant to the Plan. Such Shares
may in the Administrator’s discretion be newly-issued Shares, Shares held in treasury, or Shares that the Designated Broker
shall purchase on the open market. To the extent the Purchase Price for Shares purchased on the open market is below Fair Market
Value for any Purchase Period, the Company shall pay the Designated Broker such amounts as are necessary to subsidize the Purchase
Price for Shares purchased on the open market.


 


(b)              
The participant shall have no interest (including no right to receive any dividends) or voting right in Shares covered by
his or her option until such option has been exercised.


 


(c)               
Shares to be delivered to a participant under the Plan will be registered in the name of the participant or, if directed
by the participant in writing, in the name of the participant and his or her spouse.


 


13.         
Administration. The Administrator shall
supervise and administer the Plan, and shall have full and exclusive discretionary authority to construe, interpret, and apply
the terms of the Plan, to determine eligibility, to adjudicate all disputed claims under the Plan, to adopt, amend and rescind
any rules deemed appropriate for the administration of the Plan, and to make all other determinations necessary or advisable for
the administration of the Plan. Every finding, decision, and determination made by the Administrator shall, to the full extent
permitted by law, be final and binding upon all parties. No person acting individually or jointly as the Administrator shall be
liable for any action or determination made in good faith with respect to the Plan or any participant.


 






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14.         
Designation of Beneficiary.


 


(a)               
A participant may designate 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 the end of a Purchase Period but prior to delivery to him or her of such Shares and cash. In addition, a participant
may designate 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 the Purchase Date. If a participant is married and the designated beneficiary is not the spouse, spousal consent
shall be required for such designation to be effective. Beneficiary designations under this Section 14(a) shall be made in the
form and in the manner as directed by the Company's Human Resources Department.


 


(b)               
Such designation of beneficiary may be changed by
the participant (and his or her spouse, if any) at any time by written notice in accordance with Section 14(a). 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.


 


15.         
Transferability. Neither Contributions
credited to a participant's account nor any rights with regard to the exercise of an option 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 14) 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 in accordance with Section 10.


 


16.         
Use of Funds. All Contributions 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 Contributions.


 


17.         
Reports. Individual recordkeeping accounts
will be maintained for each participant in the Plan. Statements of account will be provided to participating Employees at least
annually by the Designated Broker, which statements will set forth the amounts of Contributions, the per Share Purchase Price,
the number of Shares purchased, and the remaining cash balance, if any.


 


18.         
Adjustments Upon Corporate Transactions.



 


(a)               
In the event of a proposed dissolution or liquidation
of the Company, any Purchase Period then in progress will terminate immediately prior to the consummation of such action, unless
otherwise provided by the Board. In the event of a Corporate Transaction, each option outstanding under the Plan shall be assumed
or an equivalent option shall be substituted by the successor corporation or a parent or Subsidiary of such successor corporation.
In the event that the successor corporation refuses to assume or substitute for outstanding options, each Purchase Period then
in progress shall be shortened and a new Purchase Date shall be set (the "New Purchase Date”), as of which date
any Purchase Period then in progress will terminate. The New Purchase Date shall be on or before the date of consummation of the
transaction and the Board shall notify each participant in writing, at least ten (10) days prior to the New Purchase Date, that
the Purchase Date for his or her option has been changed to the New Purchase Date and that his or her option will be exercised
automatically on the New Purchase Date, unless prior to such date he or she has withdrawn from the Purchase Period as provided
in Section 10.


 






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For purposes of this Section 18, an option
granted under the Plan shall be deemed to be assumed, without limitation, if, at the time of issuance of the stock or other consideration
upon a Corporate Transaction, each holder of an option under the Plan would be entitled to receive upon exercise of the option
the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled
to receive upon the occurrence of the transaction if the holder had been, immediately prior to the transaction, the holder of the
number of Shares covered by the option at such time (after giving effect to any adjustments in the number of Shares covered by
the option as provided for in this Section 18); provided, however, that if the consideration received in the transaction is not
solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Board may, with
the consent of the successor corporation, provide for the consideration to be received upon exercise of the option to be solely
common stock of the successor corporation or its parent equal in Fair Market Value to the per Share consideration received by holders
of Common Shares in the transaction.


 


The Board may, if it so determines in
the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per Common Share covered
by each outstanding option, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings,
or other increases or reductions of its outstanding Common Shares, and in the event of the Company's being consolidated with or
merged into any other corporation.


 


19.         
Amendment or Termination.


 


(a)               
The Board may at any time and for any reason terminate
or amend the Plan. Except as provided in Section 18, no such termination of the Plan may affect options previously granted, provided
that the Plan or a Purchase Period may be terminated by the Board on a Purchase Date or by the Board's setting a new Purchase Date
with respect to a Purchase Period then in progress if the Board determines that termination of the Plan and/or the Purchase Period
is in the best interests of the Company and the shareholders, or if continuation of the Plan and/or the Purchase Period would cause
the Company to incur adverse accounting charges as a result of a change after the effective date of the Plan in the generally accepted
accounting rules applicable to the Plan. Except as provided in Section 18 and in this Section 19, no amendment to the Plan shall
make any change in any option previously granted that adversely affects the rights of any participant. In addition, to the extent
the Administrator considers it appropriate to conform the Plan with Rule 16b-3 under the Exchange Act, Section 423 of the Code,
or any other applicable law, regulation, or stock exchange rule, the Company shall obtain stockholder approval in such a manner
and to such a degree as so required.


 






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(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 Purchase Periods, to limit the frequency and/or number of changes in the amount withheld during
a Purchase Period, to establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, to 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, to establish reasonable waiting and adjustment periods and/or accounting
and crediting procedures to ensure that amounts applied toward the purchase of Common Shares for each participant properly correspond
with amounts withheld from the participant's Compensation, and to establish such other limitations or procedures as the Board (or
its committee) determines in its sole discretion advisable that are consistent with the Plan.


 


(c)               
The Company may adopt rules or procedures relating
to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without
limiting the generality of the foregoing, the Company specifically authorizes the Administrator to adopt rules and procedures regarding
handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling
of stock certificates which vary with local requirements.


 


(d)               
The Administrator may also adopt sub-plans applicable
to particular Subsidiaries, or locations, which sub-plans may be designed to be outside the scope of Code Section 423. The rules
of such sub-plans may take precedence over other provisions of this Plan, but unless otherwise superseded by the specific terms
of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. In addition, the Administrator may adopt
rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the Company is specifically authorized to adopt rules and
procedures regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding
procedures and handling of stock certificates which vary with local requirements.


 


20.         
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.


 


21.         
Conditions Upon Issuance of Shares. Shares
shall not be issued with respect to an option unless the exercise of such option 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 Exchange Act, the rules and regulations promulgated thereunder, applicable state securities laws,
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 an option,
the Company may require the person exercising such option 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.


 






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22.         
Term of Plan; Effective Date. The Plan
shall amend, restate, and supersede the Company’s 2005 Employee Stock Purchase Plan (as originally effective January 1, 2005),
with this Plan’s amendment and restatement being effective on August 1, 2014, provided that this Plan receives approval,
before expiration would otherwise have occurred in 2015 pursuant to the plan’s original terms, by a vote of a majority of
the votes cast at a duly held annual meeting of the Company’s shareholders (or by such other shareholder vote that the Administrator
determines to be sufficient for the issuance of Shares or stock options according to the Company’s governing documents and
applicable state law). The Plan shall continue in effect for a term of ten (10) years from August 1, 2014 unless sooner terminated
under Section 19. If the shareholder approval condition referenced herein is not satisfied, then the terms and conditions of the
Company’s 2005 Employee Stock Purchase Plan, as in effect immediately before this amendment and restatement, shall be reinstated
and shall solely govern and control all matters (including all share purchases) arising under the plan.


 


23.         
Additional Restrictions of Rule 16b-3.
The terms and conditions of options granted hereunder to, and the purchase of Shares by, persons subject to Section 16 of the
Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and such options
shall contain, and the Shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as
may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.


 


24.         
Notice of Disqualifying Dispositions.
By electing to participate in the Plan, each participant agrees to notify the Company in writing immediately after the participant
sells, transfers or otherwise disposes of any Shares acquired under the Plan, if such disposition occurs within the earlier of
(i) two (2) years of the Offering Date, or (ii) one (1) year of the Purchase Date, associated with such Shares. Each participant
further agrees to provide any information about a disposition of Shares as may be requested by the Company to assist it in complying
with any applicable tax laws.


 


25.         
Withholding of Taxes. Each participant
must make adequate provision for all applicable federal, state, or other tax withholding obligations which may arise upon the exercise
of any option or the disposition of any Shares.


 


26.         
No Employment Rights. The Plan does
not create, directly or indirectly, any right for the benefit of any employee or class of employees to purchase any Shares from
the Company (other than as expressly provided in, and subject to the terms and conditions of, the Plan), or create in any employee
or class of employees any right with respect to continuation of employment by the Company or any Subsidiary, and it shall not be
deemed to interfere in any way with the Company's or any Subsidiary's right to terminate, or otherwise modify, an employee's employment
at any time.


 


27.         
Offsets. To the extent permitted by
law, the Company shall have the absolute right to withhold any amounts payable to any participant under the terms of the Plan to
the extent of any amount owed for any reason by such participant to the Company or any Subsidiary and to set off and apply the
amounts so withheld to payment of any such amount owed to the Company or any Subsidiary, whether or not such amount shall then
be immediately due and payable and in such order or priority as among such amounts owed as the Board or its committee, in its sole
discretion, shall determine.


 


28.         
Captions. The captions of the sections
and paragraphs of this Plan have been inserted solely as a matter of convenience and in no way define or limit the scope or intent
of any provision of the Plan. References to sections herein are to the specified sections of this Plan unless another reference
is specifically stated. Wherever used herein, a singular number shall be deemed to include the plural unless a different meaning
is required by the context.


 


29.         
Governing Law. The internal laws of
the Commonwealth of Virginia shall govern all matters relating to this Plan except to the extent superseded by the laws of the
United States.


 






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EXHIBIT A


 


VERSAR INC.


 


2005 AMENDED AND RESTATED 


EMPLOYEE STOCK PURCHASE PLAN


 


SUBSCRIPTION AGREEMENT


 


 


____ Original Application Enrollment                                                                                  Date:______________________


____ Change in Payroll Deduction Rate


____ Change of Beneficiary(ies)


 


 


1.     _____________________________________
hereby elects to participate in the Versar Inc. 2005 Amended and Restated Employee Stock Purchase Plan (the “2005 Employee
Stock Purchase Plan”), and subscribes to purchase Common Shares of the Company in accordance with this Subscription Agreement
and the 2005 Employee Stock Purchase Plan.


 


2.     I hereby authorize
payroll deductions from each paycheck in the amount of ______________(minimum $25 per paycheck) of my Compensation on each payday
(not to exceed 25%) during the Purchase Period in accordance with the 2005 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 Common Shares at the applicable Purchase Price determined
in accordance with the 2005 Employee Stock Purchase Plan. I understand that if I do not withdraw from a Purchase Period, any accumulated
payroll deductions will be used to automatically exercise my option.


 


4.     I have received
a copy of the complete “2005 Employee Stock Purchase Plan.” I understand that my participation in the 2005 Employee
Stock Purchase Plan is in all respects subject to the terms of the Plan. I understand that the grant of the option by the Company
under this Subscription Agreement may be subject to obtaining stockholder approval of the 2005 Employee Stock Purchase Plan.


 


5.     Shares purchased
for me under the 2005 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 Purchase Period during which I purchased such shares) or one year from the Purchase Date whichever is earlier, 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.



 






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   I HEREBY AGREE
TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER THE DATE OF ANY DISPOSITION OF 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 Shares 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 last day of the Purchase Period. The remainder of the gain, if any, recognized
on such disposition will be taxed as capital gain. I UNDERSTAND THAT NOTHING IN THIS AGREEMENT CONSTITUTES TAX ADVICE, AND I ACKNOWLEDGE
THAT THE COMPANY HAS ENCOURAGED ME TO CONSULT MY OWN TAX ADVISOR WITH REGARD TO THE TAX CONSEQUENCES OF PARTICIPATING IN THE 2005
EMPLOYEE STOCK PURCHASE PLAN.


 


7.     I hereby agree
to be bound by the terms of the 2005 Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent
upon my eligibility to participate in the 2005 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 2005 Employee Stock Purchase
Plan:


 





	NAME: 	 	 
	 	 	 
	 	 	(First)      (Middle)     (Last)
	 	 	 
	 	 	 
	Relationship	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	NAME: 	 	 
	 	 	 
	 	 	(First)      (Middle)     (Last)
	 	 	 
	 	 	 
	Relationship	 	 
	 	 	 
	 	 	(Address)




 


I UNDERSTAND THAT THIS
SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE PURCHASE PERIODS UNLESS TERMINATED BY ME AND CONFIRM THAT THE
FOLLOWING INFORMATION IS TRUE AND CORRECT.


 


 





	Employee’s Social	 	 
	Security Number:	 	 
	 	 	 	 
	Employee’s Address:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Dated: 	 	 	 
	 	 	 	Signature of Employee
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Spouse’s Signature
	 	 	 	(If beneficiary other than spouse)







 






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EXHIBIT B


 


2005 AMENDED AND RESTATED EMPLOYEE STOCK
PURCHASE PLAN


 


NOTICE OF WITHDRAWAL


 


 


The undersigned participant
in the Purchase Period of the Versar Inc. 2005 Amended and Restated Employee Stock Purchase Plan which began on ____________________,
20_____ (the “Enrollment Date”) hereby notifies the Company that he or she hereby withdraws from the participation
in the 2005 Amended and Restated Employee Stock Purchase Plan for the Purchase Period. He or she hereby directs the Company to
pay to the undersigned as promptly as practicable all the payroll deductions which has not yet used to exercise the options be
credited to his or her account with respect to such Purchase Period. The undersigned understands and agrees that his or her option
for such Purchase Period will be automatically terminated.


 


The undersigned understands
further that no further payroll deductions will be made for the purchase of shares in the current Purchase Period and the undersigned
shall be eligible to participate in succeeding Purchase Periods only by delivering to the Company a new Subscription Agreement
for a Purchase Period beginning at least one year after the date of this withdrawal.


 


 





	 	Name and Address of Participant:	 
	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 	Signature:	 
	 	 	 	 
	 	 	 
	 	 	 	 
	 	Date: 	 	 







 


 



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