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Exhibit 10.10    
    


WILLDAN GROUP, INC.

2006 STOCK INCENTIVE PLAN  


 EFFECTIVE DATE:                        , 2006

APPROVED BY STOCKHOLDERS:                        , 2006

TERMINATION DATE:                        , 2016  


 ARTICLE 1

PURPOSE  


        1.1    GENERAL.    The purpose of Willdan Group, Inc. 2006 Stock Incentive Plan (the
"Plan") is to promote the success and enhance the value of Willdan Group, Inc. ("WGI" or the "Company") by linking the personal interests of the members of the Board, employees, officers,
executives, consultants and advisors to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company
stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Board members, employees, officers, executives,
consultants and advisors upon whose judgment, interest, and special effort the successful conduct of the Company's operation is largely dependent. 


ARTICLE 2

EFFECTIVE AND EXPIRATION DATE  


        2.1    EFFECTIVE DATE.    The Plan is effective as of the date approved by the Board (the
"Effective Date"). Any Awards granted under the Plan before the Company's stockholders approve the Plan are effective when made (unless the Committee specifies otherwise at the time of grant), but no
Award
may be exercised or settled and no restrictions relating to any Award may lapse before the Company's stockholders approve the Plan. If the Company's stockholders do not approve the Plan within
12 months after the Effective Date, any Award previously made is automatically canceled without any further act. 


        2.2    EXPIRATION DATE.    The Plan will expire on, and no Award may be granted under the Plan
after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the
Award Agreement. 


ARTICLE 3

DEFINITIONS AND CONSTRUCTION  


        3.1    DEFINITIONS.    The following words and phrases shall have the following meanings: 



        (a)   "Award" means any Option granted to a Participant under the Plan. 



        (b)   "Award Agreement" means any written agreement, contract, or other instrument or document evidencing an Award. 


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


        (d)   "Cause" means and will exist in the following circumstances: (i) you are convicted of a felony, (ii) you
engage in any fraudulent or other dishonest act to the detriment of the Company, (iii) you fail to report for work on a regular basis, except for periods of authorized absence or bona fide
illness, (iv) you misappropriate trade secrets, customer lists, or other proprietary information belonging to the Company for your own benefit or for the benefit of a competitor, (v) you
engage in any willful misconduct designed to harm the Company or its stockholders, or (vi) you are negligent in performing your assigned duties. 








 




        (e)   "Change of Control" means and includes each of the following (subject to (4) below): 



        (1)   A
sale, transfer, or other disposition by Willdan through a single transaction or a series of transactions of securities of Willdan representing 50% or more of the
combined voting power of Willdan's then outstanding securities to any "Unrelated Person" or "Unrelated Persons" acting in concert with one another. For purposes of this definition and the Plan, the
term "Person" shall mean and include any individual, partnership, joint venture, association, trust, corporation, or other entity (including a "group" as referred to in Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Act")). For purposes of this definition, the term "Unrelated Person" shall mean and include any Person other than the Company, or an employee benefit plan of the
Company; or 


        (2)   A
sale, transfer, or other disposition through a single transaction or a series of related transactions of all or substantially all of the assets of Willdan to an
Unrelated Person or Unrelated Persons acting in concert with one another; or 


        (3)   Any
consolidation or merger of Willdan with or into an Unrelated Person, unless immediately after the consolidation or merger the holders of the common stock of Willdan
immediately prior to the consolidation or merger are the beneficial owners of securities of the surviving corporation representing at least 50% of the combined voting power of the surviving
corporation's then outstanding securities. 




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


        (g)   "Committee" means the committee of the Board described in Article 4. 


        (h)   "Disability" means, for purposes of this Plan, that the Participant qualifies to receive long term disability payments
under the Company's long term disability insurance program, as it may be amended from time to time. 


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


        (j)    "Fair Market Value" means, as of any given date, the fair market value of Stock on a particular date determined by such
methods or procedures as may be established from time to time by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Stock as of any date shall be
the closing price for the Stock as reported on the national securities exchange on which the Stock is then listed for that date or, if no such prices are reported for that date, the average of the
high and low trading prices on the next preceding date for which such prices were reported. 


        (k)   "Incentive Stock Option" means an Option that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto. 


        (l)    "Non-Employee Director" means a member of the Board who qualifies as a "Non-Employee Director" as
defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the Board. 



        (m)  "Non-Qualified Stock Option" means an Option that is not intended to be an Incentive Stock Option. 


        (n)   "Option" means a right granted to a Participant pursuant to Article 7 of the Plan to purchase Stock at a specified
price during specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option. 


        (o)   "Participant" means a person who, as a member of the Board, employee, officer, or executive of, or consultant or advisor
providing services to, the Company or a Subsidiary, as determined by the Committee, has been granted an Award pursuant to the Plan. 



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        (p)   "Plan" means Willdan Group, Inc. 2006 Stock Incentive Plan, as amended. 



        (q)   "Stock" means the common stock of the Company and such other securities of the Company that may be substituted for Stock
pursuant to Article 9. 


        (r)   "Subsidiary" means any corporation or other entity of which a majority of the outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company, as permitted by the Board. 



ARTICLE 4

ADMINISTRATION  


        4.1    COMMITTEE.    The Plan shall be administered by the Board of Directors, or by a
compensation committee appointed by the Board of Directors. If the Board appoints a compensation committee (the "Committee"), it shall consist of at least two individuals, each of whom qualifies as a
Non-Employee Director. If the Board does not appoint a Committee, references in this Plan to the Committee shall refer to the Board. 


        4.2    ACTION BY THE COMMITTEE.    A majority of the Committee shall constitute a quorum. The
acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the
Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any
Subsidiary, the Company's independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 


        4.3    AUTHORITY OF COMMITTEE.    Subject to any specific designation in the Plan, the
Committee has the exclusive power, authority and discretion to: 



        (a)   Designate
Participants to receive Awards; 


        (b)   Determine
the type or types of Awards to be granted to each Participant; 


        (c)   Determine
the number of Awards to be granted and the number of shares of Stock to which an Award will relate; 



        (d)   Determine
the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any
restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, based in each case
on such considerations as the Committee in its sole discretion determines; 


        (e)   Determine
whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other
Awards, or other property, or an Award may be canceled, forfeited, or surrendered; 


        (f)    Prescribe
the form of each Award Agreement, which need not be identical for each Participant; 


        (g)   Decide
all other matters that must be determined in connection with an Award; 


        (h)   Establish,
adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; 


        (i)    Interpret
the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and 



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        (j)    Make
all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan. 




        4.4    DECISIONS BINDING.    The Committee's interpretation of the Plan, any Awards granted
pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. 


ARTICLE 5

SHARES SUBJECT TO THE PLAN  


        5.1    NUMBER OF SHARES.    Subject to adjustment provided in Article 9, the aggregate
number of shares of Stock reserved and available for grant pursuant to the Plan shall be 300,000. 



        5.2    LAPSED OR ASSUMED AWARDS.    To the extent that an Award terminates, expires, or lapses
for any reason, any shares of Stock subject to the Award will again be available for the grant of an Award pursuant to the Plan. Additionally, to the maximum extent permitted by applicable law or any
exchange rule, (i) any shares of stock tendered or withheld to satisfy the exercise price or tax withholding obligation pursuant to any Award shall again be available for the grant of an Award
pursuant to the Plan, and (ii) shares of Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any
Subsidiary shall not be counted against shares of Stock available for grant pursuant to this Plan. 



        5.3    STOCK DISTRIBUTED.    Any Stock distributed pursuant to an Award may consist, in whole
or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market. 


        5.4    LIMITATION ON NUMBER OF SHARES SUBJECT TO AWARDS.    Notwithstanding any provision in
the Plan to the contrary, and subject to the adjustment in Article 9, the maximum number of shares of Stock with respect to one or more Awards that may be granted to any one Participant during
a calendar year shall be 100,000. 


ARTICLE 6

ELIGIBILITY AND PARTICIPATION  


        6.1    ELIGIBILITY.    



        (a)    General.    Persons eligible to participate in this Plan include all members of the
Board, employees, officers, and executives of, and consultants and advisors providing services to, the Company or a Subsidiary, as determined by the Committee. 


        (b)    Foreign Participants.    In order to assure the viability of Awards granted to
Participants employed in foreign countries, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom.
Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby
affecting the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations
contained in Section 5.1 of the Plan. 




        6.2    ACTUAL PARTICIPATION.    Subject to the provisions of the Plan, the Committee may, from
time to time, select from among all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be
granted an Award pursuant to this Plan. 


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ARTICLE 7

STOCK OPTIONS  


        7.1    GENERAL.    The Committee is authorized to grant Options to Participants on the
following terms and conditions: 



        (a)    Exercise Price.    The exercise price per share of Stock pursuant to an Option shall be
determined by the Committee and set forth in the Award Agreement; provided that the exercise price for any Option shall not be less than the Fair Market Value as of the date of grant. 


        (b)    Time And Conditions Of Exercise.    The Committee shall determine the time or times at
which an Option may be exercised in whole or in part provided that the term of any Option granted under the Plan shall not exceed ten years. The Committee shall also determine the performance or other
conditions, if any, that must be satisfied before all or part of an Option may be exercised. Unless otherwise provided in an Award Agreement, an Option will lapse immediately if a Participant's
employment is terminated for Cause. 


        (c)    Payment.    The Committee shall determine the methods by which the exercise price of an
Option may be paid, the form of payment, including, without limitation, cash, promissory note, shares of Stock held for longer than six months (through actual tender or by attestation), or other
property acceptable to the Committee (including broker-assisted "cashless exercise" arrangements), and the methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants. 


        (d)    Evidence Of Grant.    All Options shall be evidenced by a written Award Agreement
between the Company and the Participant. The Award Agreement shall include such additional provisions as may be specified by the Committee. 




        7.2    INCENTIVE STOCK OPTIONS.    Incentive Stock Options shall be granted only to employees
and the terms of any Incentive Stock Options granted pursuant to the Plan must comply with the following additional provisions of this Section 7.2: 



        (a)    Exercise Price.    Subject to 7.2(d), the exercise price per share of Stock shall be
set by the Committee, provided that the exercise price for any Incentive Stock Option may not be less than the Fair Market Value as of the date of the grant. 


        (b)    Exercise.    In no event, may any Incentive Stock Option be exercisable for more than
ten years from the date of its grant. 


        (c)    Lapse Of Option.    An Incentive Stock Option shall lapse pursuant to the following
circumstances. 



        (1)   The
Incentive Stock Option shall lapse ten years from the date it is granted, unless an earlier time is set in the Award Agreement. 


        (2)   The
Incentive Stock Option shall lapse upon termination of employment for Cause or for any other reason other than the Participant's death or Disability, unless
otherwise provided in the Award Agreement. 


        (3)   If
the Participant terminates employment on account of Disability or death before the Option lapses pursuant to paragraph (1) or (2) above, the Incentive
Stock Option shall lapse, unless it is previously exercised, on the earlier of (i) the scheduled termination date of the Option; or (ii) 12 months after the date of the
Participant's termination of employment on account of Disability or death. Upon the Participant's Disability or death, any Incentive Stock Options exercisable at the Participant's Disability or death
may be exercised by the Participant's legal representative or representatives, by the person or persons entitled to do so pursuant to the Participant's last will and testament, or, if the Participant
fails to make 




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testamentary
disposition of such Incentive Stock Option or dies intestate, by the person or persons entitled to receive the Incentive Stock Option pursuant to the applicable laws of descent and
distribution. 




        (d)    Individual Dollar Limitation.    The aggregate Fair Market Value (determined as of the
time an Award is made) of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000.00 or such other
limitation as imposed by
Section 422(d) of the Code, or any successor provision. To the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall be
considered Non-Qualified Stock Options. 


        (e)    Ten Percent Owners.    An Incentive Stock Option shall be granted to any individual
who, at the date of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of Stock of the Company only if such Option is granted at a price that is not
less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more than five years from the date of grant. 


        (f)    Expiration Of Incentive Stock Options.    No Award of an Incentive Stock Option may be
made pursuant to this Plan after the tenth anniversary of the Effective Date. 


        (g)    Right To Exercise.    During a Participant's lifetime, an Incentive Stock Option may be
exercised only by the Participant. 



ARTICLE 8

PROVISIONS APPLICABLE TO AWARDS  


        8.1    STAND-ALONE AND TANDEM AWARDS.    Awards granted pursuant to the Plan may, in the
discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may
be granted either at the same time as or at a different time from the grant of such other Awards. 



        8.2    EXCHANGE PROVISIONS.    The Committee may at any time offer to exchange or buy out any
previously granted Award for a payment in cash, Stock, or another Award, based on the terms and conditions the Committee determines and communicates to the Participant at the time the offer is made,
provided that the Committee may not reduce the exercise price of any previously-granted Option without shareholder approval. 


        8.3    TERM OF AWARD.    The term of each Award shall be for the period as determined by the
Committee, provided that in no event shall the term of any Option granted in tandem with the Incentive Stock Option exceed a period of ten years from the date of its grant. 


        8.4    FORM OF PAYMENT FOR AWARDS.    Subject to the terms of the Plan and any applicable law
or Award Agreement, payments or transfers to be made by the Company or a Subsidiary on the grant or exercise of an Award may be made in such forms as the Committee determines at or after the time of
grant, including, without limitation, cash, promissory note, Stock held for more than six months, other Awards, or other property, or any combination, and may be made in a single payment or transfer,
in installments, or on a deferred basis, in each case determined in accordance with rules adopted by, and at the discretion of, the Committee. 


        8.5    LIMITS ON TRANSFER.    No right or interest of a Participant in any Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other
party other than the Company or a Subsidiary. Except as otherwise provided by the Committee, no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by will or
the laws of descent and distribution. 


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        8.6    BENEFICIARIES.    Notwithstanding Section 8.5, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant's death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant,
except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a
community property state, a designation of a person other than the Participant's spouse as his beneficiary with respect to more than 50% of the Participant's interest in the Award shall not be
effective without the prior written consent of the Participant's spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto
pursuant to the Participant's will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the
change or revocation is filed with the Committee 



        8.7    STOCK CERTIFICATES.    Notwithstanding anything herein to the contrary, the Company
shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the
issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares
of Stock are listed or traded. All Stock certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or
advisable to comply with Federal, state, or foreign jurisdiction, securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on
which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions
provided herein, the Board may require that a Participant make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any
such laws, regulations, or requirements. 


        8.8    ACCELERATION UPON A CHANGE OF CONTROL.    If a Change of Control occurs, Awards are
converted, assumed, or replaced by a successor, and the Participant's employment with the Company (or successor entity) is terminated without Cause within 90 days following the date of the
Change of Control, all outstanding Awards due such Participant shall become fully exercisable and all restrictions on outstanding Awards shall lapse. If a Change of Control occurs and Awards are not
converted, assumed, or replaced by a successor, all outstanding Awards shall become fully exercisable and all restrictions on outstanding Awards shall lapse. To the extent that this provision causes
Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the excess Options shall be deemed to be Non-Qualified Stock Options. Upon, or in anticipation
of, such an event, the Committee may cause every Award outstanding hereunder to terminate at a specific time in the future and shall give each Participant the right to exercise Awards during a period
of time as the Committee, in its sole and absolute discretion, shall determine. 


ARTICLE 9

CHANGES IN CAPITAL STRUCTURE  


        9.1    SHARES AVAILABLE FOR GRANT.    In the event of any change in the number of shares of
Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the maximum aggregate number of
shares of Stock with respect to which the Committee may grant Awards, the number of shares of Stock subject to any Award, and any numeric limitation expressed in the Plan shall be appropriately
adjusted by the Committee. 


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        9.2    OUTSTANDING AWARDS—INCREASE OR DECREASE IN ISSUED SHARES WITHOUT
CONSIDERATION.    Subject to any required action by the stockholders of the Company, in the event of any increase or decrease in the number of issued shares of Stock
resulting from a subdivision or consolidation of shares of Stock or the payment of a stock dividend (but only on the shares of Stock), or any other increase or decrease in the number of such shares
effected without receipt or payment of consideration by the Company, the Committee shall proportionally adjust the number of shares of Stock subject to each outstanding Award and the exercise price
per share of Stock of each such Award. 


        9.3    OUTSTANDING AWARDS—CERTAIN MERGERS.    Subject to any required action by
the stockholders of the Company, in the event that the Company shall be the surviving corporation in any merger or consolidation (except a merger or consolidation as a result of which the holders of
shares of Stock receive securities of another corporation), each Award outstanding on the date of such merger or
consolidation shall pertain to and apply to the securities that a holder of the number of shares of Stock subject to such Award would have received in such merger or consolidation. 


        9.4    OUTSTANDING AWARDS—OTHER CHANGES.    In the event of any other change in
the capitalization of the Company or corporate change other than those specifically referred to in Article 9, the Committee may, in its absolute discretion, make such adjustments in the number
and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share exercise price of each Award as the Committee may consider appropriate to prevent
dilution or enlargement of rights. 


        9.5    NO OTHER RIGHTS.    Except as expressly provided in the Plan, no Participant shall have
any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any
dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to an Award or the
exercise price of any Award. 


ARTICLE 10

AMENDMENT, MODIFICATION, AND TERMINATION  


        10.1    AMENDMENT, MODIFICATION, AND TERMINATION.    With the approval of the Board, at any
time and from time to time, the Committee may terminate, amend or modify the Plan; provided, however, that (i) to the extent necessary and desirable to comply with any applicable law,
regulation, or stock exchange rule, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required, and (ii) shareholder approval is
required for any amendment to the Plan that (A) increases the number of shares available under the Plan (other than any adjustment as provided by Article 9), (B) permits the
Committee to grant Options with an exercise price that is below Fair Market Value on the date of grant, or (C) permits the Committee to extend the exercise period for an Option beyond ten years
from the date of grant. 


        10.2    AWARDS PREVIOUSLY GRANTED.    No termination, amendment, or modification of the Plan
shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant. 


ARTICLE 11

GENERAL PROVISIONS  


        11.1    NO RIGHTS TO AWARDS.    No Participant, employee, or other person shall have any claim
to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Participants, employees, and other persons uniformly. 


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        11.2    NO STOCKHOLDERS RIGHTS.    No Award gives the Participant any of the rights of a
stockholder of the Company unless and until shares of Stock are in fact issued to such person in connection with such Award. 


        11.3    WITHHOLDING.    The Company or any Subsidiary shall have the authority and the right
to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including the Participant's FICA obligation) required by law
to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. With the Committee's consent, a Participant may elect to (i) have the Company
withhold from those shares of Stock that would otherwise be received upon the exercise of any Option, a number of shares having a Fair Market Value equal to the minimum statutory amount necessary to
satisfy the Company's applicable federal, state, local or foreign income and employment tax withholding obligations with respect to such Participant, or (ii) tender previously-owned shares of
Stock held by the Participant for six months or longer to satisfy the Company's applicable federal, state, local, or foreign income and employment tax withholding obligations with respect to the
Participant. 


        11.4    NO RIGHT TO EMPLOYMENT OR SERVICES.    Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant's employment or services at any time, nor confer upon any Participant any right to
continue in the employ or service of the Company or any Subsidiary. 



        11.5    UNFUNDED STATUS OF AWARDS.    The Plan is intended to be an "unfunded" plan for
incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Subsidiary. 


        11.6    INDEMNIFICATION.    To the extent allowable pursuant to applicable law, each member of
the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to
the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her provided he or she gives the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company's Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power
that the Company may have to indemnify them or hold them harmless. 


        11.7    RELATIONSHIP TO OTHER BENEFITS.    No payment pursuant to the Plan shall be taken into
account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary. 



        11.8    EXPENSES.    The expenses of administering the Plan shall be borne by the Company and
its Subsidiaries. 


        11.9    TITLES AND HEADINGS.    The titles and headings of the Sections in the Plan are for
convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 



        11.10    FRACTIONAL SHARES.    No fractional shares of Stock shall be issued and the Committee
shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate. 


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        11.11    SECURITIES LAW COMPLIANCE.    With respect to any person who is, on the relevant
date, obligated to file reports pursuant to Section 16 of the Exchange Act, transactions pursuant to this Plan are intended to comply with all applicable conditions of
Rule 16b-3 or its successors pursuant to the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be void to the extent
permitted by law and voidable as deemed advisable by the Committee. 



        11.12    GOVERNMENT AND OTHER REGULATIONS.    The obligation of the Company to make payment of
awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to
such approvals by government agencies as may be required. The Company shall be under no obligation to register pursuant to the Securities Act of 1933, as amended, any of the shares of Stock paid
pursuant to the Plan. If the shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act of 1933, as amended, the Company may restrict the
transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption. 



        11.13    GOVERNING LAW.    The Plan and all Award Agreements shall be construed in accordance
with and governed by the laws of the State of Delaware. 


WILLDAN GROUP, INC.

2006 STOCK INCENTIVE PLAN  


 EFFECTIVE DATE:                        , 2006

APPROVED BY STOCKHOLDERS:                        , 2006

TERMINATION DATE:                        , 2016  


 ARTICLE 12

PURPOSE  


        12.1    GENERAL.    The purpose of Willdan Group, Inc. 2006 Stock Incentive Plan (the
"Plan") is to promote the success and enhance the value of Willdan Group, Inc. ("WGI" or the "Company") by linking the personal interests of the members of the Board, employees, officers,
executives, consultants and advisors to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company
stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Board members, employees, officers, executives,
consultants and advisors upon whose judgment, interest, and special effort the successful conduct of the Company's operation is largely dependent. 


ARTICLE 13

EFFECTIVE AND EXPIRATION DATE  


        13.1    EFFECTIVE DATE.    The Plan is effective as of the date approved by the Board (the
"Effective Date"). Any Awards granted under the Plan before the Company's stockholders approve the Plan are effective when made (unless the Committee specifies otherwise at the time of grant), but no
Award
may be exercised or settled and no restrictions relating to any Award may lapse before the Company's stockholders approve the Plan. If the Company's stockholders do not approve the Plan within
12 months after the Effective Date, any Award previously made is automatically canceled without any further act. 



        13.2    EXPIRATION DATE.    The Plan will expire on, and no Award may be granted under the
Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the
Award Agreement. 


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ARTICLE 14

DEFINITIONS AND CONSTRUCTION  


        14.1    DEFINITIONS.    The following words and phrases shall have the following meanings: 



        (a)   "Award" means any Option granted to a Participant under the Plan. 



        (b)   "Award Agreement" means any written agreement, contract, or other instrument or document evidencing an Award. 


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


        (d)   "Cause" means and will exist in the following circumstances: (i) you are convicted of a felony, (ii) you
engage in any fraudulent or other dishonest act to the detriment of the Company, (iii) you fail to report for work on a regular basis, except for periods of authorized absence or bona fide
illness, (iv) you misappropriate trade secrets, customer lists, or other proprietary information belonging to the Company for your own benefit or for the benefit of a competitor, (v) you
engage in any willful misconduct designed to harm the Company or its stockholders, or (vi) you are negligent in performing your assigned duties. 


        (e)   "Change of Control" means and includes each of the following (subject to (4) below): 



        (1)   A
sale, transfer, or other disposition by the Company through a single transaction or a series of transactions of securities of the Company representing 50% or more of
the combined voting power of the Company's then outstanding securities to any "Unrelated Person" or "Unrelated Persons" acting in concert with one another. For purposes of this definition and the
Plan, the term "Person" shall mean and include any individual, partnership, joint venture, association, trust, corporation, or other entity (including a "group" as referred to in
Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act")). For purposes of this definition, the term "Unrelated Person" shall mean and include any Person other than the Company, or
an employee benefit plan of the Company; or 


        (2)   A
sale, transfer, or other disposition through a single transaction or a series of related transactions of all or substantially all of the assets of the Company to an
Unrelated Person or Unrelated Persons acting in concert with one another; or 



        (3)   Any
consolidation or merger of the Company with or into an Unrelated Person, unless immediately after the consolidation or merger the holders of the common stock of the
Company immediately prior to the consolidation or merger are the beneficial owners of securities of the surviving corporation representing at least 50% of the combined voting power of the surviving
corporation's then outstanding securities. 




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



        (g)   "Committee" means the committee of the Board described in Article 4. 


        (h)   "Disability" means, for purposes of this Plan, that the Participant qualifies to receive long-term disability
payments under the Company's long term disability insurance program, as it may be amended from time to time. 


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



        (j)    "Fair Market Value" means, as of any given date, the fair market value of Stock on a particular date determined by such
methods or procedures as may be established from time to time by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Stock as of any date shall be the closing price
for the Stock as reported on the national securities exchange on which the Stock is then listed for that date or, if no such prices are reported for that 



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date,
the average of the high and low trading prices on the next preceding date for which such prices were reported. 


        (k)   "Incentive Stock Option" means an Option that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto. 


        (l)    "Non-Employee Director" means a member of the Board who qualifies as a "Non-Employee Director" as
defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the Board. 



        (m)  "Non-Qualified Stock Option" means an Option that is not intended to be an Incentive Stock Option. 


        (n)   "Option" means a right granted to a Participant pursuant to Article 7 of the Plan to purchase Stock at a specified
price during specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option. 


        (o)   "Participant" means a person who, as a member of the Board, employee, officer, or executive of, or consultant or advisor
providing services to, the Company or a Subsidiary, as determined by the Committee, has been granted an Award pursuant to the Plan. 


        (p)   "Plan" means Willdan Group, Inc. 2006 Stock Incentive Plan, as amended. 


        (q)   "Stock" means the common stock of the Company and such other securities of the Company that may be substituted for Stock
pursuant to Article 9. 


        (r)   "Subsidiary" means any corporation or other entity of which a majority of the outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company, as permitted by the Board. 



ARTICLE 15

ADMINISTRATION  


        15.1    COMMITTEE.    The Plan shall be administered by the Board of Directors, or by a
compensation committee appointed by the Board of Directors. If the Board appoints a compensation committee (the "Committee"), it shall consist of at least two individuals, each of whom qualifies as a
Non-Employee Director. If the Board does not appoint a Committee, references in this Plan to the Committee shall refer to the Board. 


        15.2    ACTION BY THE COMMITTEE.    A majority of the Committee shall constitute a quorum. The
acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the
Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any
Subsidiary, the Company's independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 


        15.3    AUTHORITY OF COMMITTEE.    Subject to any specific designation in the Plan, the
Committee has the exclusive power, authority and discretion to: 



        (a)   Designate
Participants to receive Awards; 


        (b)   Determine
the type or types of Awards to be granted to each Participant; 


        (c)   Determine
the number of Awards to be granted and the number of shares of Stock to which an Award will relate; 



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        (d)   Determine
the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any
restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, based in each case
on such considerations as the Committee in its sole discretion determines; 


        (e)   Determine
whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other
Awards, or other property, or an Award may be canceled, forfeited, or surrendered; 


        (f)    Prescribe
the form of each Award Agreement, which need not be identical for each Participant; 


        (g)   Decide
all other matters that must be determined in connection with an Award; 


        (h)   Establish,
adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; 


        (i)    Interpret
the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and 



        (j)    Make
all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan. 




        15.4    DECISIONS BINDING.    The Committee's interpretation of the Plan, any Awards granted
pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. 


ARTICLE 16

SHARES SUBJECT TO THE PLAN  


        16.1    NUMBER OF SHARES.    Subject to adjustment provided in Article 9, the aggregate
number of shares of Stock reserved and available for grant pursuant to the Plan shall be 300,000. 


        16.2    LAPSED OR ASSUMED AWARDS.    To the extent that an Award terminates, expires, or
lapses for any reason, any shares of Stock subject to the Award will again be available for the grant of an Award pursuant to the Plan. Additionally, to the maximum extent permitted by applicable law
or any exchange rule, (i) any shares of stock tendered or withheld to satisfy the exercise price or tax withholding obligation pursuant to any Award shall again be available for the grant of an
Award pursuant to the Plan, and (ii) shares of Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or
any Subsidiary shall not be counted against shares of Stock available for grant pursuant to this Plan. 


        16.3    STOCK DISTRIBUTED.    Any Stock distributed pursuant to an Award may consist, in whole
or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market. 


        16.4    LIMITATION ON NUMBER OF SHARES SUBJECT TO AWARDS.    Notwithstanding any provision in
the Plan to the contrary, and subject to the adjustment in Article 9, the maximum number of shares of Stock with respect to one or more Awards that may be granted to any one Participant during
a calendar year shall be 100,000. 


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ARTICLE 17

ELIGIBILITY AND PARTICIPATION  


        17.1    ELIGIBILITY.    



        (a)    General.    Persons eligible to participate in this Plan include all members of the
Board, employees, officers, and executives of, and consultants and advisors providing services to, the Company or a Subsidiary, as determined by the Committee. 


        (b)    Foreign Participants.    In order to assure the viability of Awards granted to
Participants employed in foreign countries, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom.
Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby
affecting the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations
contained in Section 5.1 of the Plan. 




        17.2    ACTUAL PARTICIPATION.    Subject to the provisions of the Plan, the Committee may,
from time to time, select from among all eligible individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall have any right to be
granted an Award pursuant to this Plan. 


ARTICLE 18

STOCK OPTIONS  


        18.1    GENERAL.    The Committee is authorized to grant Options to Participants on the
following terms and conditions: 



        (a)    Exercise Price.    The exercise price per share of Stock pursuant to an Option shall be
determined by the Committee and set forth in the Award Agreement; provided that the exercise price for any Option shall not be less than the Fair Market Value as of the date of grant. 


        (b)    Time And Conditions Of Exercise.    The Committee shall determine the time or times at
which an Option may be exercised in whole or in part provided that the term of any Option granted under the Plan shall not exceed ten years. The Committee shall also determine the performance or other
conditions, if any, that must be satisfied before all or part of an Option may be exercised. Unless otherwise provided in an Award Agreement, an Option will lapse immediately if a Participant's
employment is terminated for Cause. 


        (c)    Payment.    The Committee shall determine the methods by which the exercise price of an
Option may be paid, the form of payment, including, without limitation, cash, promissory note, shares of Stock held for longer than six months (through actual tender or by attestation), or other
property acceptable to the Committee (including broker-assisted "cashless exercise" arrangements), and the methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants. 


        (d)    Evidence Of Grant.    All Options shall be evidenced by a written Award Agreement
between the Company and the Participant. The Award Agreement shall include such additional provisions as may be specified by the Committee. 



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        18.2    INCENTIVE STOCK OPTIONS.    Incentive Stock Options shall be granted only to employees
and the terms of any Incentive Stock Options granted pursuant to the Plan must comply with the following additional provisions of this Section 7.2: 



        (a)    Exercise Price.    Subject to 7.2(d), the exercise price per share of Stock shall be
set by the Committee, provided that the exercise price for any Incentive Stock Option may not be less than the Fair Market Value as of the date of the grant. 



        (b)    Exercise.    In no event, may any Incentive Stock Option be exercisable for more than
ten years from the date of its grant. 


        (c)    Lapse Of Option.    An Incentive Stock Option shall lapse pursuant to the following
circumstances. 



        (1)   The
Incentive Stock Option shall lapse ten years from the date it is granted, unless an earlier time is set in the Award Agreement. 



        (2)   The
Incentive Stock Option shall lapse upon termination of employment for Cause or for any other reason other than the Participant's death or Disability, unless
otherwise provided in the Award Agreement. 


        (3)   If
the Participant terminates employment on account of Disability or death before the Option lapses pursuant to paragraph (1) or (2) above, the Incentive
Stock Option shall lapse, unless it is previously exercised, on the earlier of (i) the scheduled termination date of the Option; or (ii) 12 months after the date of the
Participant's termination of employment on account of Disability or death. Upon the Participant's Disability or death, any Incentive Stock Options exercisable at the Participant's Disability or death
may be exercised by the Participant's legal representative or representatives, by the person or persons entitled to do so pursuant to the Participant's last will and testament, or, if the Participant
fails to make testamentary disposition of such Incentive Stock Option or dies intestate, by the person or persons entitled to receive the Incentive Stock Option pursuant to the applicable laws of
descent and distribution. 




        (d)    Individual Dollar Limitation.    The aggregate Fair Market Value (determined as of the
time an Award is made) of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000.00 or such other
limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation,
the excess shall be considered Non-Qualified Stock Options. 


        (e)    Ten Percent Owners.    An Incentive Stock Option shall be granted to any individual
who, at the date of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of Stock of the Company only if such Option is granted at a price that is not
less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more than five years from the date of grant. 



        (f)    Expiration Of Incentive Stock Options.    No Award of an Incentive Stock Option may be
made pursuant to this Plan after the tenth anniversary of the Effective Date. 


        (g)    Right To Exercise.    During a Participant's lifetime, an Incentive Stock Option may be
exercised only by the Participant. 



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ARTICLE 19

PROVISIONS APPLICABLE TO AWARDS  


        19.1    STAND-ALONE AND TANDEM AWARDS.    Awards granted pursuant to the Plan may, in the
discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may
be granted either at the same time as or at a different time from the grant of such other Awards. 


        19.2    EXCHANGE PROVISIONS.    The Committee may at any time offer to exchange or buy out any
previously granted Award for a payment in cash, Stock, or another Award, based on the terms and conditions the Committee determines and communicates to the Participant at the time the offer is made,
provided that the Committee may not reduce the exercise price of any previously-granted Option without shareholder approval. 



        19.3    TERM OF AWARD.    The term of each Award shall be for the period as determined by the
Committee, provided that in no event shall the term of any Option granted in tandem with the Incentive Stock Option exceed a period of ten years from the date of its grant. 


        19.4    FORM OF PAYMENT FOR AWARDS.    Subject to the terms of the Plan and any applicable law
or Award Agreement, payments or transfers to be made by the Company or a Subsidiary on the grant or exercise of an Award may be made in such forms as the Committee determines at or after the time of
grant, including, without limitation, cash, promissory note, Stock held for more than six months, other Awards, or other property, or any combination, and may be made in a single payment or transfer,
in installments, or on a deferred basis, in each case determined in accordance with rules adopted by, and at the discretion of, the Committee. 


        19.5    LIMITS ON TRANSFER.    No right or interest of a Participant in any Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other
party other than the Company or a Subsidiary. Except as otherwise provided by the Committee, no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by will or
the laws of descent and distribution. 


        19.6    BENEFICIARIES.    Notwithstanding Section 8.5, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant's death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant,
except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a
community property state, a designation of a person other than the Participant's spouse as his beneficiary with respect to more than 50% of the Participant's interest in the Award shall not be
effective without the prior written consent of the Participant's spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto
pursuant to the Participant's will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the
change or revocation is filed with the Committee 



        19.7    STOCK CERTIFICATES.    Notwithstanding anything herein to the contrary, the Company
shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the
issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares
of Stock are listed or traded. All Stock certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or
advisable to comply 


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with
Federal, state, or foreign jurisdiction, securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is
listed, quoted, or traded. The Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the
Board may require that a Participant make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws,
regulations, or requirements. 


        19.8    ACCELERATION UPON A CHANGE OF CONTROL.    If a Change of Control occurs, and Awards
are converted, assumed, or replaced by a successor, and the Participant's employment with the Company (or successor entity) is terminated without Cause within 90 days following the date of the
Change of Control, all outstanding Awards due such Participant shall become fully exercisable and all restrictions on outstanding Awards shall lapse. If a Change of Control occurs and Awards are not
converted, assumed, or replaced by a successor, all outstanding Awards shall become fully exercisable and all restrictions on outstanding Awards shall lapse. To the extent that this provision causes
Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the excess Options shall be deemed to be Non-Qualified Stock Options. Upon, or in anticipation
of, such an event, the Committee may cause every Award outstanding hereunder to terminate at a specific time in the future and shall give each Participant the right to exercise Awards during a period
of time as the Committee, in its sole and absolute discretion, shall determine. 


ARTICLE 20

CHANGES IN CAPITAL STRUCTURE  


        20.1    SHARES AVAILABLE FOR GRANT.    In the event of any change in the number of shares of
Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the maximum aggregate number of
shares of Stock with respect to which the Committee may grant Awards, the number of shares of Stock subject to any Award, and any numeric limitation expressed in the Plan shall be appropriately
adjusted by the Committee. 


        20.2    OUTSTANDING AWARDS—INCREASE OR DECREASE IN ISSUED SHARES WITHOUT
CONSIDERATION.    Subject to any required action by the stockholders of the Company, in the event of any increase or decrease in the number of issued shares of Stock
resulting from a subdivision or consolidation of shares of Stock or the payment of a stock dividend (but only on the shares of Stock), or any other increase or decrease in the number of such shares
effected without receipt or payment of consideration by the Company, the Committee shall proportionally adjust the number of shares of Stock subject to each outstanding Award and the exercise price
per share of Stock of each such Award. 


        20.3    OUTSTANDING AWARDS—CERTAIN MERGERS.    Subject to any required action by
the stockholders of the Company, in the event that the Company shall be the surviving corporation in any merger or consolidation (except a merger or consolidation as a result of which the holders of
shares of Stock receive securities of another corporation), each Award outstanding on the date of such merger or consolidation shall pertain to and apply to the securities that a holder of the number
of shares of Stock subject to such Award would have received in such merger or consolidation. 


        20.4    OUTSTANDING AWARDS—OTHER CHANGES.    In the event of any other change in
the capitalization of the Company or corporate change other than those specifically referred to in Article 9, the Committee may, in its absolute discretion, make such adjustments in the number
and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share exercise price of each Award as the Committee may consider appropriate to prevent
dilution or enlargement of rights. 


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        20.5    NO OTHER RIGHTS.    Except as expressly provided in the Plan, no Participant shall
have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or
any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to an Award or the
exercise price of any Award. 


ARTICLE 21

AMENDMENT, MODIFICATION, AND TERMINATION  


        21.1    AMENDMENT, MODIFICATION, AND TERMINATION.    With the approval of the Board, at any
time and from time to time, the Committee may terminate, amend or modify the Plan; provided, however, that (i) to the extent necessary and desirable to comply with any applicable law,
regulation, or stock exchange rule, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required, and (ii) shareholder approval is
required for any amendment to the Plan that (A) increases the number of shares available under the Plan (other than any adjustment as provided by Article 9), (B) permits the
Committee to grant Options with an exercise price that is below Fair Market Value on the date of grant, or (C) permits the Committee to extend the exercise period for an Option beyond ten years
from the date of grant. 


        21.2    AWARDS PREVIOUSLY GRANTED.    No termination, amendment, or modification of the Plan
shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant. 


ARTICLE 22

GENERAL PROVISIONS  


        22.1    NO RIGHTS TO AWARDS.    No Participant, employee, or other person shall have any claim
to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Participants, employees, and other persons uniformly. 


        22.2    NO STOCKHOLDERS RIGHTS.    No Award gives the Participant any of the rights of a
stockholder of the Company unless and until shares of Stock are in fact issued to such person in connection with such Award. 


        22.3    WITHHOLDING.    The Company or any Subsidiary shall have the authority and the right
to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including the Participant's FICA obligation) required by law
to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. With the Committee's consent, a Participant may elect to (i) have the Company
withhold from those shares of Stock that would otherwise be received upon the exercise of any Option, a number of shares having a Fair Market Value equal to the minimum statutory amount necessary to
satisfy the Company's applicable federal, state, local or foreign income and employment tax withholding obligations with respect to such Participant, or (ii) tender previously-owned shares of
Stock held by the Participant for six months or longer to satisfy the Company's applicable federal, state, local, or foreign income and employment tax withholding obligations with respect to the
Participant. 


        22.4    NO RIGHT TO EMPLOYMENT OR SERVICES.    Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant's employment or services at any time, nor confer upon any Participant any right to
continue in the employ or service of the Company or any Subsidiary. 


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        22.5    UNFUNDED STATUS OF AWARDS.    The Plan is intended to be an "unfunded" plan for
incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Subsidiary. 



        22.6    INDEMNIFICATION.    To the extent allowable pursuant to applicable law, each member of
the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to
the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her provided he or she gives the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company's Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power
that the Company may have to indemnify them or hold them harmless. 


        22.7    RELATIONSHIP TO OTHER BENEFITS.    No payment pursuant to the Plan shall be taken into
account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary. 



        22.8    EXPENSES.    The expenses of administering the Plan shall be borne by the Company and
its Subsidiaries. 


        22.9    TITLES AND HEADINGS.    The titles and headings of the Sections in the Plan are for
convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 



        22.10    FRACTIONAL SHARES.    No fractional shares of Stock shall be issued and the Committee
shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate. 


        22.11    SECURITIES LAW COMPLIANCE.    With respect to any person who is, on the relevant
date, obligated to file reports pursuant to Section 16 of the Exchange Act, transactions pursuant to this Plan are intended to comply with all applicable conditions of
Rule 16b-3 or its successors pursuant to the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be void to the extent
permitted by law and voidable as deemed advisable by the Committee. 


        22.12    GOVERNMENT AND OTHER REGULATIONS.    The obligation of the Company to make payment of
awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company shall be under no obligation
to register pursuant to the Securities Act of 1933, as amended, any of the shares of Stock paid pursuant to the Plan. If the shares paid pursuant to the Plan may in certain circumstances be exempt
from registration pursuant to the Securities Act of 1933, as amended, the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such
exemption. 


        22.13    GOVERNING LAW.    The Plan and all Award Agreements shall be construed in accordance
with and governed by the laws of the State of Delaware. 


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Exhibit 10.10