Exhibit 10.4


 


AMENDMENT
TO EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS AMENDMENT TO EXECUTIVE
EMPLOYMENT AGREEMENT (this “Amendment”),
effective as of the 22nd day of April, 2009, is entered into by and
between Willdan Group, Inc., a Delaware corporation (the “Company”), and Kimberly D. Gant (the “Executive”)


 


RECITALS


 


A.            WHEREAS,
Executive and Company are parties to that certain Executive Employment
Agreement entered into as of July 23, 2007 (the “Agreement”);


 


B.            WHEREAS,
Executive and Company each intended for the “Employment Period” (as defined in
the Agreement) to be automatically extended following the initial term of the
Agreement, and for all references to “Employment Period” in the Agreement to
include any such extension;


 


C.            WHEREAS,
Executive and Company desire through this Amendment to amend the Agreement in
order to clarify their original intent; and


 


D.            WHEREAS,
the Agreement as amended by this Amendment shall govern the employment
relationship between the parties from and after the date of the execution of
this Amendment and shall supersede all previous agreements made between the
parties, whether written or oral, relating to Executive’s employment with
Company.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the promises set
forth herein, it is agreed as follows:


 


1.             Amendment to Section 2.  Section 2 of the Agreement is amended
and restated in its entirety to read as follows:


 


“Employment Period.  The “Employment Period” shall
commence on the Effective Date and end December 31, 2008 (the “Termination
Date”); provided, however, that this Agreement shall be automatically
renewed, and the Employment Period shall be automatically extended on a monthly
basis thereafter until terminated pursuant to Section 5 of this Agreement.
The term “Employment Period” shall include any extension thereof pursuant to
the preceding sentence.  Notwithstanding
the foregoing, the Employment Period is subject to earlier termination as
provided below in this Agreement.”


 


2.             Amendment to Section 5.3(b).  The first sentence of Section 5.3(b) of
the Agreement is amended and restated in its entirety to read as follows:


 


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“(b)         If, during the Employment
Period, Executive’s employment with Company terminates as a result of an
Involuntary Termination (as defined in Section 5.5), Company shall
continue to pay Executive (in addition to the Accrued Obligations), subject to
tax withholding and other authorized deductions and subject to the release
requirement of Section 5.4 and the provisions of Section 22,
severance pay in an amount equal to Executive’s Base Salary at the annual rate
in effect on the Severance Date for the period (the “ Severance Period”
) commencing on the Severance Date and ending on the later of (i) the date
that is six months after the Severance Date and (ii) the Termination Date,
such payments to be made in equal installments on a bi-weekly basis.”


 


3.             Amendment to Section 22.  A new Section 22(c) is hereby added
to the Agreement to read in its entirety as follows:


 


“To the extent
that any health benefits pursuant to Section 5.3(b) or reimbursements
pursuant to Section 4.2 are taxable to Executive, any reimbursement
payment due to Executive pursuant to any such provision shall be paid to
Executive on or before the last day of Executive’s taxable year following the
taxable year in which the related expense was incurred.  The benefits and reimbursements pursuant to Section 5.3(b) and
Section 4.2 are not subject to liquidation or exchange for another benefit
and the amount of such benefits and reimbursements that Executive receives in
one taxable year shall not affect the amount of such benefits or reimbursements
that Executive receives in any other taxable year.”


 


4.             Further Amendment.  This Amendment may not be amended orally, but
only by an agreement in writing executed by the party against whom enforcement
of such amendment is sought.


 


5.             Governing Laws.  This Amendment shall be governed as to its
validity and effect by the laws of the State of California without regard to principles
of conflict of laws.


 


6.             Section Headings.  The Section headings contained in this
Amendment are for convenience only and in no manner shall be construed as part
of this Amendment.


 


7.             Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Photographic copies of such signed
counterparts may be used in lieu of the originals for any purpose.


 


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IN WITNESS WHEREOF, the
parties have entered into this Amendment effective as of the day and year first
above written.


 


	
  EXECUTIVE

  	
   

  	
  WILLDAN
  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Kimberly D. Gant

  	
   

  	
  /s/ Thomas D. Brisbin

  
	
  Kimberly D. Gant

  	
   

  	
  Thomas D. Brisbin

  
	
   

  	
   

  	
  President

  



 


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