Exhibit 10.2


EXECUTIVE EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into this 23rd day of July, 2007 (the “Effective Date”),
by and between Willdan Group, Inc., a Delaware
corporation (“Company”), and Kimberly D. Gant,
an individual (“Executive”).


RECITALS


THE
PARTIES ENTER THIS AGREEMENT on the basis of the following facts,
understandings and intentions:


A.  Company desires to employ Executive to
carry out the duties and responsibilities described below on the terms and
conditions hereinafter set forth.


B.  Executive desires to accept such
employment on such terms and conditions.


C.  This Agreement shall govern the employment
relationship between Executive and Company from and after the Effective Date
and supersedes all previous agreements with respect to such relationship.


NOW, THEREFORE, in consideration of the above
recitals incorporated herein and the mutual covenants and promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


1.                                       Retention and Duties.


1.1                                 Retention.  Company hereby hires, engages and employs
Executive for the Employment Period, as defined in Section 2, on the terms and
conditions set forth in this Agreement. 
Executive hereby accepts and agrees to such hiring, engagement and
employment, on the terms and conditions so set forth.


1.2                                 Duties.  Executive shall be employed in the capacity
of Chief Financial Officer of the Company. 
Executive shall have all of the powers, duties and obligations as
prescribed under the Company’s amended and restated bylaws and of the type
usually vested in the office.


1.3                                 No Other Employment; Minimum Time Commitment.  During the Employment Period, Executive shall
both (i) devote substantially all of Executive’s business time, energy and
skill to the performance of Executive’s duties for Company, and (ii) hold no
other employment.  Executive’s service on
the boards of directors (or similar body) of other business entities, or the
provision of other services thereto, is subject to the prior written approval
of the Board, which may not be unreasonably withheld.  Company shall have the right to require
Executive to resign from any board or similar body on which Executive may then
serve if the Board reasonably determines that Executive’s service on such board
or body interferes with the effective discharge of Executive’s duties and
responsibilities to Company or that any business related to such service is
then in competition with any business of Company or any of its affiliates,
successors or assigns.  Nothing in this
Section 1.3 shall be construed as preventing Executive from engaging in the
investment of Executive’s personal assets. 
Notwithstanding the foregoing, Executive may provide outside consulting
services with the prior consent of Company’s Board.



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1.4                                 No Breach of Contract.  Executive represents to Company that: (i) the
execution and delivery of this Agreement by Executive and Company and the
performance by Executive of Executive’s duties hereunder shall not constitute a
breach of, or otherwise contravene, the terms of any other agreement or policy
to which Executive is a party or otherwise bound; (ii) Executive has no
information (including, without limitation, confidential information and trade
secrets) relating to any other person or entity which would prevent, or be
violated by, Executive entering into this Agreement or carrying out Executive’s
duties hereunder.


1.5                                 Location.  Executive’s principal place of employment
shall be in Orange County, California. 
Executive further acknowledges that Executive will be required to travel
from time to time in the course of performing Executive’s duties for Company.


2.                                       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 an at-will basis
thereafter until terminated pursuant to Section 5 of this Agreement.
Notwithstanding the foregoing, the Employment Period is subject to earlier
termination as provided below in this Agreement.  No termination of employment shall be
considered a breach of this Agreement.


3.                                       Compensation.


3.1                                 Base Salary.  Executive’s base salary (the “Base Salary”)
shall be paid in accordance with Company’s regular payroll practices in effect
from time to time (presently bi-weekly), but not less frequently than in
monthly installments.  Executive’s Base
Salary through December 31, 2008, shall be at an annualized rate of Two Hundred
Thousand Dollars ($200,000).  Thereafter,
the Company will review Executive’s Base Salary at least annually and may
adjust Executive’s Base Salary from the rate then in effect, based on such
review.  Such adjustments shall be
subject to the approval of the Company’s Compensation Committee.


3.2                                 Incentive Bonus.  During the Employment Period, Executive shall
be eligible to receive an annual incentive bonus (“Incentive Bonus”),
determined annually by the Company on the basis of individual and Company
performance objectives mutually agreed upon by the Company and Executive,
subject to approval of the Company’s Compensation Committee.  The Incentive Bonus amount may range from no
bonus up to a maximum of fifty percent (50%) of Executive’s base salary.  In each case, payment of Executive’s
Incentive Bonus is contingent on Executive’s continued employment with Company
through the last day of the 12-month period covered by the bonus.


3.3                                 Stock Option Grant.  Company has approved the grant to Executive,
as of the Effective Date, of an option to purchase 25,000 shares of Company’s
common stock (“Common Stock”) at an exercise price per share equal to
the closing price of a share of the Common Stock on the Effective Date (the “Option”).  The Option is intended to qualify as an “incentive
stock option” within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”), to the maximum extent possible within the
limitations of the Code.  The Option will
vest in substantially equal annual installments over the three-year period
following the date of grant.  The vesting
of each installment of the Option will occur only if Executive remains
continuously employed with Company through the respective vesting dates, except
that the option will vest entirely and immediately if Executive is terminated
without cause or resigns for Good Reason. 
The maximum term of the Option is ten (10) years from the date of grant
of the Option, subject to earlier 



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termination upon
the termination of Executive’s employment with Company, a change in control of
Company as defined in Company’s stock incentive plan, and similar events.   The Option has been granted under the
Willdan Group, Inc. 2006 Stock Incentive Plan as may be amended from time to
time (the “Plan”), a copy of which has been provided to Executive, and
is subject to such further terms and conditions as set forth in a written stock
option agreement to be entered into by Company and Executive to evidence the
Option (the “Option Agreement”). 
Such Option Agreement shall be in substantially the form attached hereto
as Exhibit A.  Notwithstanding the
foregoing provisions of this Section 3.3, the grant of the Option is subject to
approval by the Company’s Compensation Committee or the Board of Directors if
the Compensation Committee does not exist at such time.


4.                                       Benefits.


4.1                                 Retirement, Welfare and Fringe Benefits.  During the Employment Period, Executive shall
be entitled to participate in all employee pension and welfare benefit plans
and fringe benefit plans and programs made available by Company to Company’s
employees generally, in accordance with the eligibility and participation
provisions of such plans and as such plans or programs may be in effect from
time to time.


4.2                                 Reimbursement of Business Expenses.  During the Employment Period, Executive is
authorized to incur and shall be reimbursed for all reasonable business
expenses in carrying out Executive’s duties for Company under this Agreement,
subject to Company’s expense reimbursement policies (including, without limitation,
any policies concerning proper documentation of such expenses) in effect from
time to time.


4.3                                 Paid and Other Leave.  During the Employment Period, Executive shall
accrue and be entitled to take paid leave in accordance with Company’s leave
policies in effect from time to time. 
Executive shall also be entitled to all holiday and leave pay generally
available to other highly compensated Executives of Company. Executive shall
accrue 20 days per year towards the paid leave bank.


4.4                                 Automobile Expenses. 
During the Employment Period, the Company shall provide Executive with
an automobile allowance of $940 per month. 
This is provided in lieu of any and all other reimbursements for
automobile expenses, except for automobile rental for out-of-town business
related travel.


5.                                       Termination.


5.1                                 Termination by Company.  Executive’s employment by Company, and the
Employment Period, may be terminated at any time by Company: (i) with Cause (as
defined in Section 5.5), or (ii) with no less than thirty (30) days advance
notice to Executive, without Cause, or (iii) in the event of Executive’s death,
or (iv) in the event that the Board determines in good faith that Executive has
a Disability (as defined in Section 5.5).


5.2                                 Termination by Executive.  Executive’s employment by Company, and the
Employment Period, may be terminated by Executive with no less than fourteen
(14) days advance notice to Company; provided, however, that in the case of a
termination for Good Reason, Executive may provide immediate written notice if
Company fails to, or cannot, reasonably cure the event that constitutes Good
Reason.



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5.3                                 Benefits Upon Termination.  If Executive’s employment by Company is
terminated during the Employment Period for any reason by Company or by
Executive (in any case, the date that Executive’s employment by Company
terminates is referred to as the “Severance Date”), Company shall have
no further obligation to make or provide to Executive, and Executive shall have
no further right to receive or obtain from Company, any payments or benefits
except as follows:


(a)                                  Company
shall pay Executive (or, in the event of Executive’s death, Executive’s estate)
any Accrued Obligations (as defined in Section 5.5);


(b)                                 If,
during the Employment Period (but not upon the expiration of the Employment
Period or at any time thereafter), 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.  In addition, Company shall pay the cost of
Executive’s premiums charged to continue medical coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or
reasonably equivalent medical coverage for Executive (and, if applicable,
Executive’s eligible dependents) as in effect immediately prior to the
Severance Date, provided that Company’s obligation to make any payment pursuant
to this sentence shall cease upon the first to occur of the date Executive
becomes eligible for medical coverage with another employer or the last day of
the Severance Period.


Notwithstanding the
foregoing provisions of this Section 5.3, if Executive breaches Executive’s
obligations under Section 6, 7 or 8 of this Agreement at any time, from and
after the date of such breach, Executive will no longer be entitled to, and
Company will no longer be obligated to pay, any remaining unpaid portion of any
benefits provided in Section 5.3(b).


The foregoing provisions
of this Section 5.3 shall not affect: (i) Executive’s receipt of benefits
otherwise due terminated employees under group insurance coverage consistent
with the terms of the applicable Company welfare benefit plan; (ii) Executive’s
rights under COBRA to continue participation in medical, dental, hospitalization
and life insurance coverage; or (iii) Executive’s receipt of benefits otherwise
due in accordance with the terms of Company’s 401(k) plan (if any) or similar
plan.  In no event shall Company’s
obligations to Executive exceed the sum of the Accrued Obligations, the
benefits provided in Section 5.3(b) and the benefits contemplated by this
paragraph, regardless of the manner of Executive’s termination.


5.4                                 Release; Exclusive Remedy.


(a)                                  This
Section 5.4 shall apply notwithstanding anything else contained in this
Agreement or any stock option, restricted stock or other equity-based award
agreement to the contrary.  As a
condition precedent to any Company obligation to Executive pursuant to Section
5.3(b) or any obligation to accelerate vesting of any equity-based award in
connection with the termination of Executive’s employment, Executive shall,
upon or promptly following Executive’s last day of employment with Company,
provide Company 



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with a valid, executed general release agreement in a
form reasonably acceptable to Company, and such release agreement shall have
not been revoked by Executive pursuant to any revocation rights afforded by
applicable law.  Company shall have no
obligation to make any payment to Executive pursuant to Section 5.3(b) (or
otherwise accelerate the vesting of any equity-based award in the circumstances
as otherwise contemplated by the applicable award agreement) unless and until
the release agreement contemplated by this Section 5.4 becomes irrevocable by
Executive in accordance with all applicable laws, rules and regulations.


(b)                                 Executive
agrees that the general release agreement described in Section 5.4(a) will
require that Executive acknowledge, as a condition to the payment of any
benefits under Section 5.3(b), that the payments contemplated by Section 5.3(b)
(and any applicable acceleration of vesting of an equity-based award in
accordance with the terms of such award in connection with the termination of
Executive’s employment) shall constitute the exclusive and sole remedy for any
termination of Executive’s employment, and Executive will be required to
covenant, as a condition to receiving any such payment (and any such
accelerated vesting), not to assert or pursue any other remedies, at law or in
equity, with respect to any termination of employment.  Company and Executive acknowledge and agree
that there is no duty of Executive to mitigate damages under this
Agreement.  All amounts paid to Executive
pursuant to Section 5.3 shall be paid without regard to whether Executive has
taken or takes actions to mitigate damages.


5.5                                 Defined Terms.


(a)                                  As
used herein, “Accrued Obligations” means:


(i)                                     any
Base Salary that had accrued but had not been paid (including accrued and
unpaid vacation time) on or before the Severance Date; and


(ii)                                  any
Incentive Bonus payable pursuant to Section 3.2 earned by Executive with
respect to any bonus period ending prior to the Severance Date, to the extent
such bonus has not been paid as of the Severance Date; and


(iii)                               any
reimbursement due to Executive pursuant to Section 4.2 for expenses incurred by
Executive on or before the Severance Date.


(b)                                 As
used herein, “Cause” shall mean, as reasonably determined by the Board
(excluding Executive, if Executive is then a member of the Board), (i) any act
of personal dishonesty taken by Executive in connection with Executive’s
responsibilities as an employee of Company which is intended to result in
substantial personal enrichment of Executive and is reasonably likely to result
in material harm to Company, (ii) Executive’s commission of a felony, (iii) a
willful act by Executive which constitutes misconduct and is materially
injurious to Company, or (iv) continued willful violations by Executive of
Executive’s obligations to Company after there has been delivered to Executive
a written demand for performance from Company which describes the basis for
Company’s belief that Executive has willfully violated Executive’s obligations
to Company.  Failure to achieve Company
or individual performance objectives shall not be considered “cause” for the
purposes of this section.



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(c)                                  As
used herein, “Disability” shall mean a physical or mental impairment
which, as reasonably determined by the Board and verified by Executive’s
receipt of long term disability benefits under the Company’s long term
disability policy, renders Executive unable to perform the essential functions
of Executive’s employment with Company, even with reasonable accommodation that
does not impose an undue hardship on Company, for more than 180 days in any
12-month period, unless a longer period is required by federal or state law, in
which case that longer period would apply.


(d)                                 As
used herein, “Good Reason” shall mean the occurrence of any of the
following without Executive’s express written consent: (i) a material
diminution in Executive’s authority, duties, or responsibilities; or (ii) a
material diminution by Company of Executive’s Base Salary or Incentive Bonus
opportunity as in effect immediately prior to such reduction; provided that
Good Reason shall not exist pursuant to clause (d)(i) or (d)(ii) above unless
both (x) Executive shall have first provided written notice to Company of the
condition giving rise to such claim of Good Reason within 90 days of the
initial existence of such condition (or first reasonably should have been known
to exist) by Executive, and (y) Company shall have failed to reasonably cure
such condition promptly upon (and in no event more than 30 days after) its
receipt of such notice; further provided that in all events the termination of
Executive’s employment with the Company shall not be treated as a termination
for “Good Reason” unless such termination occurs no more than two years
following the initial existence of the condition claimed to constitute “Good
Reason.” 


(e)                                  As
used herein, “Involuntary Termination” shall mean a termination of
Executive’s employment by Company without Cause or by Executive for Good
Reason.  For purposes of this Agreement,
the term Involuntary Termination shall not include a termination of Executive’s
employment due to Executive’s death or Disability.


5.6.                              Notice of Termination.  Any termination of Executive’s employment
under this Agreement shall be communicated by written notice of termination
from the terminating party to the other party. 
The notice of termination shall indicate the specific provision(s) of
this Agreement relied upon in effecting the termination.


5.7                                 Limitation on Benefits.


(a)                                  Notwithstanding
anything contained in this Agreement to the contrary, to the extent that the
payments and benefits provided under this Agreement and benefits provided to,
or for the benefit of, Executive under any other Company plan or agreement
(such payments or benefits are collectively referred to as the “Benefits”)
would be subject to the excise tax (the “Excise Tax”) imposed under
Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”),
the Benefits shall be reduced (but not below zero) if and to the extent that a
reduction in the Benefits would result in Executive retaining a larger amount,
on an after-tax basis (taking into account federal, state and local income
taxes and the Excise Tax), than if Executive received all of the Benefits (such
reduced amount is referred to hereinafter as the “Limited Benefit Amount”).  Unless Executive shall have given prior
written notice specifying a different order to Company to effectuate the
Limited Benefit Amount, Company shall reduce or eliminate the Benefits by first
reducing or eliminating those payments or benefits which are not payable in
cash and then by reducing or eliminating cash payments, in each case in reverse
order beginning with payments or benefits which are to be paid the farthest in
time from the Determination (as hereinafter defined).  Any notice given by Executive pursuant to the
preceding sentence shall take precedence over the provisions of any other plan,
arrangement or agreement governing Executive’s rights and entitlements to any
benefits or compensation.



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(b)                                 A
determination as to whether the Benefits shall be reduced to the Limited
Benefit Amount pursuant to this Agreement and the amount of such Limited
Benefit Amount shall be made by Company’s independent public accountants or
another certified public accounting firm of national reputation designated by
Company (the “Accounting Firm”) at Company’s expense.  The Accounting Firm shall provide its
determination (the “Determination”), together with detailed supporting
calculations and documentation to Company and Executive within five (5) days of
the date of termination of Executive’s employment, if applicable, or such other
time as requested by Company or Executive (provided Executive reasonably
believes that any of the Benefits may be subject to the Excise Tax), and if the
Accounting Firm determines that no Excise Tax is payable by Executive with
respect to any Benefits, it shall furnish Executive with an opinion reasonably
acceptable to Executive that no Excise Tax will be imposed with respect to any
such Benefits.  Unless Executive provides
written notice to Company within ten (10) days of the delivery of the
Determination to Executive that Executive disputes such Determination, the
Determination shall be binding, final and conclusive upon Company and
Executive.


6.                                       Confidentiality, Proprietary Information;
Inventions and Developments.


6.1                                 Company Information. Executive
agrees to hold in strictest confidence, and not to use or disclose, except for
the benefit of Company, to any person, firm or corporation, any Confidential
Information of Company or any of its affiliates (Company and its affiliates are
referred to, collectively, as the “The Company Group”).  “Confidential Information” means any
of The Company Group proprietary information, technical data, trade secrets or
know-how, including, but not limited to, research, products, services, customer
lists and customers (including, but not limited to, customers of The Company
Group on whom Executive calls or with whom Executive becomes acquainted during
the Employment Period), markets, software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering data, hardware
configuration information, marketing, financial or other business information
which are (a) disclosed to Executive by The Company Group either directly or
indirectly in writing, orally or by drawings or observation of parts or
equipment, or (b) developed by Executive on behalf of The Company Group.  All inventions and developments on the part
of Executive during the Employment Period shall be “works for hire” on behalf
of The Company Group and shall be the sole property of The Company Group.  Confidential Information does not include any
of the foregoing items which has become publicly known or made generally
available through no wrongful act of Executive or of others who were under
confidentiality obligations as to the item or items involved or improvements or
new versions thereof.


6.2                                 Former Employer Information.  Executive will not, during the Employment
Period improperly use or disclose any proprietary information or trade secrets
of any former or concurrent employer or other person or entity and that
Executive will not bring onto the premises of Company any unpublished document
or proprietary information belonging to any such employer, person or entity
unless consented to in writing by such employer, person or entity.


6.3                                 Third Party Information.  Executive recognizes that The Company Group
has received and in the future will receive from third parties their
confidential or proprietary information subject to a duty on The Company Group’s
part to maintain the confidentiality of such information and to use it only for
certain limited purposes.  Executive
agrees to hold all such confidential or proprietary information in the
strictest confidence and not to disclose it to any person, firm or corporation
or to use it except as necessary in carrying out Executive’s work for the
Company consistent with The Company Group’s agreement with such third party.



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7.                                       Protective Covenant.  Executive acknowledges and recognizes the
highly competitive nature of the businesses of Company, the amount of sensitive
and confidential information involved in the discharge of Executive’s position
with Company, and the harm to Company that would result if such knowledge or
expertise was disclosed or made available to a competitor.  Based on that understanding, Executive hereby
expressly agrees that Executive will not, directly or indirectly, at any time
during the Employment Period, (i) engage in any business for Executive’s own
account or otherwise derive any personal benefit from any business that
competes with the business of The Company Group, (ii) enter the employ of, or
render any services to, any person engaged in any business that competes with
the business of any entity within The Company Group, or (iii) acquire a
financial interest in any person engaged in any business that competes with the
business of any entity within The Company Group as an individual, partner,
member, shareholder, officer, director, principal, agent, trustee or
consultant.  For purposes of this
Agreement, businesses in competition with The Company Group shall include,
without limitation, businesses which any entity within The Company Group
conducts operations as of Executive’s Severance Date, and any businesses that
any entity within The Company Group has specific and reasonably achievable
plans to conduct operations in the future and as to which Executive is aware of
such planning, whether or not such businesses have or have not as of the
Severance Date commenced operations. 
Notwithstanding the foregoing, Executive may own, solely as an
investment, securities of any person which are publicly traded on a national or
regional stock exchange or on an over-the-counter market if Executive (i) is
not a controlling person of, or a member of a group which controls, such
person, and (ii) does not, directly or indirectly, beneficially own more than
five percent (5%) or more of any class of securities of such person.  In addition, subject to approval by the
Board, Executive shall be entitled to purchase securities of a business in
competition with The Company Group if such securities are offered to investors
irrespective of any employment or other participation in such business by the
investor.


8.                                       Anti-Solicitation.


8.1                                 Business Relationships. 
Executive agrees that during the Employment Period and for a period of
one year thereafter, Executive will not, directly or indirectly, individually
or as a consultant to, or as an employee, officer, stockholder, director or
other owner or participant in any business, influence or attempt to influence
existing or reasonably prospective 
customers, vendors, suppliers, joint venturers, associates, consultants,
agents, or partners of The Company Group, either directly or indirectly, to
divert their business away from The Company Group, to any individual,
partnership, firm, corporation or other entity then in competition with the
business of any entity within The Company Group, and Executive will not
otherwise materially interfere with any business relationship of any entity
within The Company Group.


8.2                                 Employees.  Executive agrees that
during the Employment Period and for a period of one (1) year thereafter,
Executive will not, directly or indirectly, individually or as a consultant to,
or as an employee, officer, stockholder, director or other owner of or
participant in any business, solicit (or assist in soliciting) any person who
is then, or at any time within six (6) months prior thereto was, an employee of
an entity within The Company Group who earned annually $75,000 or more as an
employee of such entity during the last one year of his or her own employment
to work for (as an employee, consultant or otherwise) any business, individual,
partnership, firm, corporation, or other entity whether or not engaged in
competitive business with any entity in The Company Group.



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9.                                       Acknowledgements; Remedies.  Executive represents that Executive (i) is
familiar with the foregoing covenants not to compete and not to solicit set
forth in Sections 7 and 8, (ii) is fully aware of Executive’s obligations
hereunder, (iii) agrees to the reasonableness of the length of time, scope and
geographic coverage of the foregoing covenants not to compete and not to
solicit, and (iv) agrees that such covenants are necessary to protect Company’s
confidential and proprietary information, good will, stable workforce, and
customer relations.  Executive agrees
that a breach of any of the foregoing covenants in Sections 7 and 8 would cause
immediate and irreparable harm to Company that would be difficult or impossible
to measure, and that damages to Company for any such injury would therefore be
an inadequate remedy for any such breach. 
Accordingly, Executive agrees that if Executive breaches any term of any
of the covenants set forth in such sections, Company shall be entitled, in
addition to and without limitation upon all other remedies Company may have
under this Agreement, at law or otherwise, to obtain injunctive or other
appropriate equitable relief to restrain any such breach upon a showing by
Company of the legal requirements to obtain such relief.


10.                                 Required Approvals.  If required by law, this Agreement shall be
subject to prior approval of Company’s Compensation Committee and Board of
Directors.


11.                                 Withholding Taxes.  Notwithstanding anything herein to the
contrary, Company may withhold (or cause there to be withheld, as the case may
be) from any amounts otherwise due or payable under or pursuant to this
Agreement such federal, state and local income, employment, or other taxes as may
be required to be withheld pursuant to any applicable law or regulation.


12.                                 Assignment.  This Agreement is personal in its nature and
neither of the parties hereto shall, without the consent of the other, assign
or transfer this Agreement or any rights or obligations hereunder; provided,
however, that in the event of a merger, consolidation, or transfer or
sale of all or substantially all of the assets of Company with or to any other
individual(s) or entity, this Agreement shall, subject to the provisions
hereof, be binding upon and inure to the benefit of such successor and such
successor shall discharge and perform all the promises, covenants, duties, and
obligations of Company hereunder.


13.                                 Section Headings; Number and Gender.  The section headings of, and titles of
paragraphs and subparagraphs contained in this Agreement are for the purpose of
convenience only, and they neither form a part of this Agreement nor are they
to be used in the construction or interpretation thereof.  As used herein, where the context requires,
the singular shall include the plural, the plural shall include the singular,
and any gender shall include all other genders.


14.                                 Governing Law.  This Agreement, and all questions relating to
its validity, interpretation, performance and enforcement, as well as the legal
relations hereby created between the parties hereto, shall be governed by and
construed under, and interpreted and enforced in accordance with, the laws of
the State of California, notwithstanding any California or other conflict of
law provision to the contrary. 
Jurisdiction and venue of any action pertaining to the Agreement shall
be in Orange County, California.


15.                                 Severability.  If any provision of this Agreement or the
application thereof is held invalid, the invalidity shall not affect other
provisions or applications of this Agreement which can be given effect without
the invalid provisions or applications and to this end the provisions of this
Agreement are declared to be severable.



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16.                                 Entire Agreement.  This Agreement, together with the Option
Agreement, embodies the entire agreement of the parties hereto respecting the
matters within its scope.  This Agreement
supersedes all prior and contemporaneous agreements of the parties hereto that
directly or indirectly bears upon the subject matter hereof.  Any prior negotiations, correspondence,
agreements, proposals or understandings relating to the subject matter hereof
shall be deemed to have been merged into this Agreement, and to the extent
inconsistent herewith, such negotiations, correspondence, agreements,
proposals, or understandings shall be deemed to be of no force or effect.  There are no representations, warranties, or
agreements, whether express or implied, or oral or written, with respect to the
subject matter hereof, except as expressly set forth herein.


17.                                 Modifications.  This Agreement may not be amended, modified
or changed, in whole or in part, except by a formal, definitive written
agreement expressly referring to this Agreement, which agreement is executed by
both of the parties hereto.


18.                                 Waiver.  Neither the failure nor any delay on the part
of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any right, remedy, power or privilege, nor shall any
waiver of any right, remedy, power or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power or privilege with respect
to any other occurrence.  No waiver shall
be effective unless it is in writing and is signed by the party asserted to
have granted such waiver.


19.                                 Notices.


(a)                                  All
notices, requests, demands and other communications required or permitted under
this Agreement shall be in writing and shall be deemed to have been duly given
and made if (i) delivered by hand, (ii) otherwise delivered against receipt
therefor, or (iii) sent by registered or certified mail, postage prepaid,
return receipt requested.  Any notice
shall be duly addressed to the parties as follows:


	
  (i) if to Company:

  	
   

  	
  Willdan Group, Inc.

  
	
   

  	
   

  	
  2401 E. Katella
  Avenue, Ste. 300

  
	
   

  	
   

  	
  Anaheim, CA
  92806

  
	
   

  	
   

  	
  Attn: Board of
  Directors

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Robert L. Lavoie, Esq.

  
	
   

  	
   

  	
  LAVOIE, McCAIN
  & JARMAN

  
	
   

  	
   

  	
  2401 E. Katella
  Ave., Ste 310

  
	
   

  	
   

  	
  Anaheim, CA
  92806

  



 


(ii)                                  if
to Executive, to the address most recently on file in the payroll records of
Company.


(b)                                 Any
party may alter the address to which communications or copies are to be sent by
giving notice of such change of address in conformity with the provisions of
this Section 21 for the giving of notice. 
Any communication shall be effective when delivered by hand, when
otherwise delivered against receipt therefore, or five (5) business days after
being mailed in accordance with the foregoing.


20.                                 Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which together shall constitute one
and the same instrument.  This Agreement
shall become binding when one or more counterparts hereof, individually or
taken together, shall bear the signatures of all of the parties reflected
hereon as the signatories.  Photographic
copies of such signed counterparts may be used in lieu of the originals for any
purpose.



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21.                                 Legal Counsel; Mutual Drafting.  Each party recognizes that this is a legally
binding contract and acknowledges and agrees that they have had the opportunity
to consult with legal counsel of their choice. 
Each party has cooperated in the drafting, negotiation and preparation
of this Agreement.  Hence, in any
construction to be made of this Agreement, the same shall not be construed
against either party on the basis of that party being the drafter of such
language.  Executive agrees and
acknowledges that Executive has read and understands this Agreement, is
entering into it freely and voluntarily, and has been advised to seek counsel
prior to entering into this Agreement and has had ample opportunity to do so.


22.                                 Code Section 409A.


(a)                                  It
is intended that any amounts payable under this Agreement and Company’s and
Executive’s exercise of authority or discretion hereunder shall comply with
Section 409A of the Code (including the Treasury regulations and other
published guidance relating thereto) (“Code Section 409A”) so as not to
subject Executive to payment of any additional tax, penalty or interest imposed
under Code Section 409A.  To the extent
that any amount payable under this Agreement would trigger the additional tax,
penalty or interest imposed by Code Section 409A, the Agreement shall be modified
to avoid such additional tax, penalty or interest yet preserve (to the nearest
extent reasonably possible) the intended benefit payable to Executive.


(b)                                 Notwithstanding
any provision of this Agreement to the contrary, if Executive is a “specified
employee” as defined in Code Section 409A, Executive shall not be entitled to
any payments upon a termination of Executive’s employment until the earlier of
(i) the date which is six (6) months after Executive’s “separation from service”
(as such term is defined in Code Section 409A and regulations promulgated
thereunder) with the Company for any reason other than death, or (ii) the date
of Executive’s death.  Furthermore, with
regard to any benefit to be provided upon a termination of employment, to the
extent required by Code Section 409A, Executive shall pay the premium for such
benefit during the aforesaid period and be reimbursed by the Corporation
therefor promptly after the end of such period. 
Any amounts otherwise payable to Executive following a termination of
Executive’s employment that are not so paid by reason of this Section 24(b)
shall be paid as soon as practicable after the date that is six (6) months
after the termination of Executive’s employment (or, if earlier, the date of
Executive’s death).  The provisions of
this Section 24(b) shall only apply if, and to the extent, required to comply
with Code Section 409A.



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IN WITNESS WHEREOF, Company and Executive
have executed this Agreement as of the Effective Date.


	
  “COMPANY”

  	
  “EXECUTIVE”

  
	
  Willdan Group, Inc.,

  	
   

  
	
  a Delaware
  corporation

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Thomas D.
  Brisbin

  	
   

  	
  /s/ Kimberly D.
  Gant

  	
   

  
	
   

  	
  Thomas D.
  Brisbin

  	
  Kimberly D. Gant

  
	
   

  	
  President

  	
   

  
						



 



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