Exhibit 10.1


 





 


October 29, 2008


 


Daniel Chow


21064 Marcy Court


Cupertino, CA  95014


 


Dear Daniel:


 


It is my pleasure to
extend an offer of employment to you as President of Willdan Engineering.


 


Your Base Salary will be
$7,884.62 per bi-weekly pay period, which is $205,000 on an annualized
basis.  This equates to an hourly rate of
$98.56 that is used for client billing and benefit calculations. This offer
includes a monthly car allowance of $500. 
All business related travel expenses will be reimbursed to you in
accordance with Company policy.


 


The offer includes a
comprehensive benefits program for you and your eligible dependants, as
highlighted in the attached summary. These benefits may change from time to
time in accordance with Company policy. 
Your health insurance will be effective on your start date still to be
determined.  You will also accrue Paid
Time Off (PTO) at a rate of 20 days per year and you will accrue an additional
3 days of Management Leave per year.


 


This offer is subject to
verification of references and completion of background check.


 


If
you accept this offer, you shall be granted an option to purchase 25,000 shares
of common stock of Willdan Group, Inc. (“Common Stock”) at an
exercise price per share equal to the closing price of a share of the Common
Stock on the later of your start date or approval of the Compensation Committee
of Willdan Group, Inc., which date shall be the “Date of the Grant” (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 you remain
continuously employed with Willdan Engineering through the respective vesting
dates.  The maximum term of the Option is
ten (10) years from the Date of Grant of the Option, subject to earlier
termination upon the termination of your employment with Willdan Engineering, a
change in control of Willdan Engineering as defined in the stock incentive plan
or Willdan Group, Inc., and similar events.   The Option shall be granted under the
Willdan Group, Inc. 2008 Performance Incentive Plan as may be amended from
time to time, a copy of which has been provided to you with this offer, and is
subject to such further terms and conditions as set forth in a written stock option
agreement to be entered into by you and Willdan Group, Inc., to evidence
the Option (the “Option Agreement”). 
Such Option Agreement shall be in substantially the form attached hereto
as Exhibit A.  The grant of
the Option is subject to approval by the Compensation Committee of Willdan
Group, Inc., or the Board of Directors if the Compensation Committee does
not exist at such time.


 


Daniel Chow


Offer Letter


 


Engineering |
Geotechnical | Environmental | Financial | Homeland Security

714.940.6300 | 800.424.9144 | fax: 714.940.4920 | 2401 East Katella Avenue, Suite 300,
Anaheim, CA 92806-6073 | www.willdan.com


 

















 


The Employment Period shall
commence on your first date of employment and end two years thereafter. Following
the Employment Period your employment shall continue on an at-will basis.  Your continued employment will be subject to
the terms of this offer.  Should your
employment be terminated by the Company during the Employment Period, without
cause, your Base Salary will continue through the remainder of the Employment Period
or for a period of three months, whichever is greater.  Should your employment terminate without
cause in the last three months of the Employment Period or following the
Employment Period, you shall be paid a severance benefit of three months Base Salary
in a lump sum payout.  This severance
shall include Base Salary only, and shall not include any other benefits or
perquisites.


 


No one has the authority
to change this except by a written agreement signed by you and the president of
the Company.  No promises or
representations to induce you to accept employment with the Company other than
those stated in this letter have been made to you.


 


Federal legislation
requires us to ask all new hires for documents to establish identity and work
eligibility.  Please bring appropriate
documentation on your first day of employment. 
A list of acceptable documents is enclosed.


 


We hope that you decide
to join the team at Willdan Engineering. 
If you are willing to accept employment on these terms, please sign
below and return the original back to me.


 


Sincerely,


 


	
  /s/ Thomas D. Brisbin

  	
   

  
	
  Thomas D. Brisbin

  
	
  President and CEO

  
	
  Willdan
  Group, Inc.

  



 


 


THIS OFFER OF
EMPLOYMENT IS ACCEPTED:


 


	
  Sign:

  	
  /s/ Daniel Chow

  	
   

  	
  Date:

  	
  11/09/2008

  



 


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