Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 5, 2008, the Human Resources Committee of the Board of Directors (the "Committee") of Exponent, Inc. (the "Company") approved amendments to all outstanding restricted stock unit awards made under the Restricted Stock Award Plan (the "Plan") primarily for the purpose of compliance with Section 409A of the Internal Revenue Code. All Officers and Principals of the Company have outstanding awards under the Plan. The amendments approved include:

• Replacement of certain defined terms, including "disability", "change in ownership", "change in effective control", and "change in the ownership of a substantial portion of assets";

• Revision to the change of control provisions;

• Elimination of the government service delayed vesting provision; and

• Inclusion of a six-month delay in payment in situations where payments would otherwise not be compliant with Section 409A.

The foregoing summary is qualified in its entirety by reference to the employee amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibit.

Exhibit 10.1 Form of Amendment to Restricted Stock Unit Employee Grant Agreement(s)

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