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EXHIBIT B Gilbert Associates, Inc. STOCK PURCHASE ASSISTANCE PLAN Section 1. Purpose The purpose of the Plan is to promote the long-term interests of Gilbert Associates, Inc. and its shareholders by encouraging and assisting its officers and key executives to make meaningful investments in the Common Stock of the Company so that, as shareholders. their views and interests will be identified with the views and interests of the other shareholders. Meaningful stock ownership will provide officers and key executives with an additional incentive to exert their best efforts to increase the value of the Company for the benefit of all shareholders. The Plan will also strengthen the Company's ability to recruit and retain persons who have special competence to contribute to the Company's success. Section 2. Definitions 1. “ Applicable Rate” means, with respect to a Loan, the lowest rate or rates of interest which would avoid the imputation of interest under Section 7872 of the Code. 2. " Annual Salary " means, with respect to a Key Executive, his or her annual base salary in a particular fiscal year of the Company. 3. " Board" means the Board of Directors of the Company. . “ Change in Control " means the first to occur of any one of the events described below: . A tender offer or exchange offer is made whereby the effect of such offer is to take over and control the affairs of the Corporation and such offer is consummated for the ownership of securities of the Corporation representing twenty percent (20%) or more of the combined voting power of the Corporation's then outstanding voting securities. b. The Corporation is merged or consolidated with another corporation and, as a result of such merger or consolidation, less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former stockholders of the Corporation other than affiliates within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any party to such merger or consolidation. . The Corporation transfers substantially all of its assets to another corporation or entity that is not a wholly-owned subsidiary of the Corporation. d. Any person or group (as such terms are used in Sections 139(d)(3) and 14(d)(3) of the Exchange Act) is or becomes tile beneficial owner. directly or indirectly, of securities of the Corporation representing twenty percent (20%) or more of the combined voting power of the Corporation's then outstanding securities. and the effect of such ownership is to take over and control the affairs of the Corporation. e. The first day after the date this Plan is effective when directors are elected such that either a majority of the Board of Directors shall have been members thereof, respectively for less than one (1) year, unless the nomination for election of each new director who was not a director of the Corporation at tile beginning of such one (1) year-period was approved by a vote of at least fifty percent (50%) of the directors of the Corporation then still in office who were directors at tile beginning, of such period. . All other event or series of events which notwithstanding any other provisions of this definition is determined by the Board to constitute a change in control of the Company for purposes of this Plan. . “ Code” means the Internal Revenue Code, as amended. 6. “ Committee " means the Executive Development Committee of the Board, or any successor committee thereto. . “ Common Stock ” means the shares of Class A or Class B common stock of the Company. .8. " Company " means Gilbert Associates, Inc., a Delaware corporation. . " Installment Payment " means the amount of the annual loan repayment, which will repay the loan including principle and interest in the time period specified in the Loan Offer and which will be specified in the Loan Offer. 10. " Key Executive " means any officer or other key executive of the Company or a Subsidiary who, in the judgment of the Committee, is or will be in position to contribute significantly to the longer-term growth and success of the Company. . " Loan"' means the loan made by the Company to a Key Executive pursuant to the Plan. 12. " Loan Offer" means an offer by the Committee in behalf of the Company to extend a Loan to a Key Executive. . " Plan" means the Gilbert Associates, Inc. Stock Purchase Assistance Plan. 14. " Restriction Period " means the period defined in Section 6(a). 15. “ Subsidiary ” means any corporation at least 80 percent of the outstanding voting stock of which is owned by the Company. Section 3. Administration 1.The Committee . The Committee shall be responsible for administering the Plan. The Committee shall be comprised of three or more members of the Board, all of whom shall be "disinterested persons" as defined in Rule 16(b)-3 under the Exchange Act and "outside directors” as that term is used in Section 162 of the Code and the regulations promulgated thereunder. . Powers. The Committee shall have full and exclusive discretionary power to interpret the Plan, to determine eligibility for Loans, and to adopt such rules. regulations, and guidelines for administering the Plan as the Committee may deem necessary or proper. The Committee may employ attorneys. consultants. accountants, and other persons. The Board, Committee, the Company. and its officers shall be entitled to rely upon the advice or opinion of such persons. . Binding Effect of Committee Actions. All actions taken and all interpretations and the Committee in good faith shall be final and binding upon the Key Executives, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or Loans. All members of the Committee shall be fully protected and identified by the Company to the fullest extent permitted by applicable law in respect of any such action, determination, or interpretations. Section 4. Loans . Benefit to Company . Tile Board has reasonably determined that the Plan will benefit the Company. . Purpose of Loan . The Company may extend Loans from time to time to Key Executives to be used solely for the purpose of: . Acquiring Common Stock at fair market value in open market transactions or from the Company; . Acquiring Common Stock upon the exercise of stock options granted under a stock option plan of the Company; . Paying taxes incurred in connection with the exercise of such a stock option; . Paying taxes incurred in connection with the grant of Common Stock. . Refinancing loans incurred to purchase Common Stock; or . Any combination of the above. . Amount; General Terms . Each Loan shall be made pursuant to a Loan Offer by the Committee to a Key Executive. The amount of Loan offered shall be determined by the Committee, but shall not exceed the fair market value of the shares of Common Stock to be purchased with the proceeds of the Loan. Each Loan shall be full recourse evidenced by a promissory note and a loan agreement which together shall contain the relevant terms and conditions of the Plan and such other terms and conditions not inconsistent with the Plan as the Committee shall determine. . Interest Rate and Maturity . Each Loan shall bear interest at a rate not less than the Applicable Rate. The first Installment Payment date shall be one year following the date of the Loan, and thereafter Installment Payments shall be due annually, each year, until the maturity of the Loan. Each Loan shall mature and the unpaid principal and interest shall become immediately due and payable in full upon the earlier of: a. The default by the Key Executive on any Loan made to him or her under the Plan; b. The termination of employment (whether voluntary or involuntary) or death of the Kev Executive; or c. Such other date as is determined by the Committee at the time the Loan is made. The Committee may, in its discretion, authorize the extension of the time for repayment of a Loan upon such terms and conditions as the Committee may determine. . Security. Each Loan shall be secured by the pledge of all or a portion (as determined by the Committee) of the shares of Common Stock acquired with the proceeds of the Loan, provided that, at the time of making the Loan, the principal amount thereof shall not exceed the fair market value of the shares of Common Stock pledged as security therefor. Shares of Common Stock pledged to secure repayment of a Loan shall be delivered to the Company. endorsed in blank by the Key Executive to whom the Loan is made or accompanied by a separate stock power so endorsed, with signature guaranteed. The fluctuation in the market value of the shares pledged as security for a Loan shall not affect any of the terms or conditions of the Loan, or of the note. loan agreement, or pledge related thereto. 6. Restricted Shares; Legend. . The transfer of shares of Common Stock purchased with the proceeds of a Loan shall be restricted during the period that all or any part of the Loan remains unpaid (the “Restriction Period"). During the Restriction Period, a Key Executive shall not be permitted to sell. give. pledge (except to the Company), assign or otherwise transfer any shares purchased with the proceeds of the Loan.. The committee shall have authority to waive such restrictions if the Committee determines, in it’s discretion, that a waiver in the particular situation is not inconsistent with the purpose of the Plan. . Stock certificates representing the shares of Common Stock purchased with the proceeds of a Loan shall bear a legend in substantially the following form: The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions of the Gilbert Associates. Inc. Stock Purchase Assistance Plan and related Loan Agreement entered into between the registered owner and the Company dated. Copies of the Plan and Loan Agreement are on file in tile offices of Gilbert Associates, Inc., Reading, PA, 19603. . Acceptance of Loan Offer . The Committee shall establish a reasonable time period during which each Loan Offer may be accepted by a Key Executive. During such time period the Key Executive may accept the whole or less than the whole amount of the Loan offered. The manner of acceptance shall be prescribed by the Committee. If a Key Executive does not accept a Loan Offer during such time period, in whole or in part. the Loan Offer, or the amount not accepted shall lapse. 8.Forgiveness - Change in Control . In connection with a Change in Control, the Board in its discretion, upon the recommendation of the Committee, shall have the authority to forgive all principal and interest on all outstanding Loans to Key Executives under the Plan. 9.Forgiveness - Death or Disability . Upon the death of a Key Executive, or if the Key Executive's employment is terminated by reason of his or her total disability, the Board upon the recommendation of the Committee, shall have the authority in its discretion to reduce, by forgiveness the principal amount of all Loans to that Key Executive by an amount equal to not more than 50 percent of the original principal amount of such Loans and to forgive all accrued interest on the principal amount so forgiven. 10.Tax Withholding . The Company may take such action as may be necessary or appropriate to satisfy tax withholding requirements for any federal. state or local laws or regulations in connection with Loan forgiveness. Section 5. Loan Limits 1. Key Executive . No Loan shall be made to a Key Executive which will cause the aggregate principal amount of all Loans outstanding to such Key Executive to exceed 200 percent of his or her Annual Salary, provided that the Committee is authorized to approve Loans exceeding such limit if the Committee determines in its discretion that a larger Loan to a particular Key Executive is prudent and consistent with the Purpose of the Plan.2.Company Aggregate . No Loans shall be made under the Plan which will cause the aggregate principal amount of all outstanding Loans made under the Plan to exceed 1.5 percent of the consolidated assets of the Company and its Subsidiaries. The Board may from time to time adjust the limit on the aggregate principal amount of Loans which may be outstanding under the Plan based upon changes in the number of Key Executives who are eligible to receive Loans. Section 6. General Provisions . No Right to Loan or Employment . No Key Executive or other person shall have any claim or right to receive a Loan under the Plan or to be retained in the employment of the Company or a Subsidiary by reason of the Plan or any Loan to him or her. . Compliance With Laws . No Loan shall be made hereunder unless counsel for the Company shall be satisfied that such Loan will be in compliance with all applicable federal, state, and local laws.. Plan Expenses . The expenses of the Plan and its administration shall be borne by the Company. 4. Plan Not Funded . The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the making of any Loan under the Plan. The Plan shall not establish a fiduciary relationship between the Company and any Key Executive or other person. Acceptance of Actions Taken Under Plan. By accepting a Loan under the Plan. a Key Executive shall be deemed conclusively to have indicated his or her acceptance and consent to any action taken under the Plan b the Company, the Board, or the Committee. 6.Reports . The appropriate officers of the Company shall cause to be filed any reports, returns, or other information regarding Loans hereunder, as may be required by any applicable statute, rule, or regulation. . Governing Law . The validity, construction, and effect of the Plan, and any actions relating to the Plan, shall be determined in accordance with the laws of the State of Delaware and applicable federal law.. Successors and Assigns of Key Executive . The Plan shall be binding upon all successors and assigns of each Key Executive, including, without limitation, his or her estate, the personal representative, executor, administrator, or trustee of such estate, or any trustee in bankruptcy or representative of his or her creditors. Section 7. Amendment and Termination of the Plan The Board may from time to time amend the Plan in any respect, or may discontinue or terminate the Plan at any time, provided, however, that: . No such amendment, discontinuance, or termination shall alter or otherwise affect the terms and conditions of any Loan then outstanding to a Key Executive without such Key Executive's written consent, except as otherwise provided herein or in the promissory note or loan agreement evidencing such Loan; and 2. Without the approval of the shareholders of the Company, no amendment shall (i) change the purpose of the Plan or the purposes for which Loans may be extended to Key Employees, (ii) increase materially the aggregate Loan limits established by Section 5 exce pt as permitted therein, or (iii) change the definition of Key Executive for the purpose of expanding materially the eligibility of employees to receive Loans. Section 8. Effective Date of Plan The Plan has been adopted by the Board, subject to approval of the shareholders of the Company. The Plan shall become effective when approved by the shareholders. It is the intention of the Board to submit the Plan for shareholder approval at the 1996 annual meeting of shareholders.