0001116679-05-002773 Sample Contracts

VERSAR, INC. Stock Option Award Agreement
Stock Option Award Agreement • November 22nd, 2005 • Versar Inc • Services-engineering services • Virginia

You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Versar, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Versar, Inc. 2005 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.

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VERSAR, INC. Restricted Share Award Agreement
Restricted Share Award Agreement • November 22nd, 2005 • Versar Inc • Services-engineering services • Virginia

You are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award Agreement”), and in the Versar, Inc. 2005 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.

VERSAR, INC. SAR Award Agreement
Stock Appreciation Rights Agreement • November 22nd, 2005 • Versar Inc • Services-engineering services • Virginia

You (the “Participant”) are hereby awarded Stock Appreciation Rights subject to the terms and conditions set forth in this agreement (the “Award”) and in the Versar, Inc. 2005 Stock Incentive Plan (“Plan”). A copy of the Plan is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option. This Award is conditioned on your execution of this Award Agreement.

VERSAR, INC. Deferral Election Agreement for Deferred Share Units
Deferral Election Agreement • November 22nd, 2005 • Versar Inc • Services-engineering services • Virginia

DEFERRAL AGREEMENT (the “Deferral Agreement”), made this ____ day of _____, _____, by and between ____________________ (the “Participant”), and Versar, Inc. Inc. (the “Company”).

VERSAR, INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • November 22nd, 2005 • Versar Inc • Services-engineering services • Virginia

You are hereby awarded Restricted Stock Units (the “RSUs”) subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”), and in the Versar, Inc. 2005 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award Agreement, including your tax alternatives and their consequences.

VERSAR, INC. Performance Stock Award Agreement
Performance Stock Award Agreement • November 22nd, 2005 • Versar Inc • Services-engineering services • Virginia

You are hereby awarded Performance Units, to be settled in shares of Versar’s common stock (“Performance Stock”), subject to the terms and conditions set forth in this agreement (“Award Agreement”), and in the Versar, Inc. 2005 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.

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