Exhibit
10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into this 22nd day of May, 2007
(the “Effective Date”), by and between Willdan Group, Inc.,
a Delaware corporation (“Company”), and Marc Tipermas, an individual
(“Employee”).


 


RECITALS


 


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


 


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


 


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


 


C.       This
Agreement shall govern the employment relationship between Employee 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 Employee for the Employment Period, as defined in Section 2,
on the terms and conditions set forth in this Agreement. Employee hereby
accepts and agrees to such hiring, engagement and employment, on the terms and
conditions so set forth.


 


1.2      Duties.  During the
Employment Period, Employee shall hold the title of President — National
Programs. Employee shall be charged with assisting the President and CEO in
establishing a nationwide presence for the Company, both through expansion into
federal services and expanding the Company’s core business in providing
municipal outsource services and assisting in building the Company’s business
development process. Employee shall identify potential federal services
acquisition targets and assist in pursuing opportunities for expansion through
organic growth. Once the Company acquires a firm providing federal services, Employee’s
primary responsibility will be management of the acquisition and other federal
services provided by the Company, while continuing to assist in growing the
Company’s core business. Employee’s duties may include serving as President
and/or CEO of the acquisition. Additionally, Employee shall perform such other
duties as may be assigned by the President and CEO.


 


1.3      No Other Employment; Minimum Time Commitment.  During the Employment Period, Employee shall both (i) devote
substantially all of Employee’s business


 


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time,
energy and skill to the performance of Employee’s duties for Company, and (ii) hold
no other employment. Employee’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 Employee to
resign from any board or similar body on which he may then serve if the Board
reasonably determines that Employee’s service on such board or body interferes
with the effective discharge of Employee’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 Employee from
engaging in the investment of his personal assets. Notwithstanding the
foregoing, Employee may provide outside consulting services with the prior
consent of Company’s Board.


 


1.4      No Breach of Contract.  Employee represents to
Company that: (i) the execution and delivery of this Agreement by Employee
and Company and the performance by Employee of Employee’s duties hereunder
shall not constitute a breach of, or otherwise contravene, the terms of any
other agreement or policy to which Employee is a party or otherwise bound; (ii) Employee
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, Employee entering into this Agreement or carrying out his
duties hereunder; and (iii) Employee is not bound by any confidentiality, trade
secret or similar agreement with any other person or entity.


 


1.5      Location.  Employee’s principal place
of employment shall be in Washington, D.C. area within 25 miles of the downtown
area. Employee further acknowledges that he will be required to travel from
time to time in the course of performing his duties for Company.


 


2.                                      Employment Period.  The “Employment Period”
shall commence on the Effective Date and end December 31, 2008 (the “Termination
Date”). Following the Employment Period, Employee’s employment shall
continue on an “at-will” basis. Such continued employment shall be subject to
the terms of this Agreement. Should Employee’s employment be terminated by
Company during the Employment Period, without Cause or the Employee resigns for
good reason, Employee shall be paid, as full severance benefits, Base Salary
for the full Employment Period together with an additional six (6) months
of Base Salary. Should Employee’s employment be terminated by Company after the
Employment Period without Cause, or the employee resigns for good reason, Employee
shall be paid a severance of six (6) months Base Salary. All compensation
paid by Company to Employee due to termination shall be paid in bi-weekly
installments on the same schedule as regular employees of the Company are paid,
however, Employee shall not continue to be entitled to any other benefits or
accruals that are provided to regular employees, except health benefits, which
shall be provided and paid out through the employment period and during the
period when severance payments are being paid. Additionally, Employee shall be
entitled to COBRA benefits at his own expense commencing at the conclusion of
the severance period. In the event that Employee’s employment is terminated by
Employee for other than good reason, all compensation shall cease on the
effective date of employment and Employee shall not be entitled to any
severance benefits. Notwithstanding the foregoing, the Employment Period is
subject to earlier termination as provided below in this Agreement. No
termination shall be considered a breach of this Agreement.


 


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3.                                      Compensation.


 


3.1      Base Salary.  Employee’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. Employee’s Base Salary
through May 31, 2008, shall be at an annualized rate of Two Hundred and
Twenty Thousand Dollars ($220,000). Thereafter, President/CEO will review Employee’s
Base Salary at least annually and may increase, but not decrease, Employee’s
Base Salary from the rate then in effect, based on such review.


 


3.2      Incentive Bonus.  During the
Employment Period, Employee shall be eligible to receive an annual incentive
bonus (“Incentive Bonus”), determined annually by the President/CEO on
the basis of individual and Company performance objectives mutually agreed upon
by the President/CEO and Employee. For the period through May 31, 2008, Employee’s
Incentive Bonus amount shall be a minimum of Twenty-Five Thousand Dollars ($25,000)
up to a maximum of 100% of Employee’s base salary. For each year thereafter, the
Incentive Bonus may range from nothing up to 100% of Employee’s annual Base
Salary. In each case, payment of Employee’s Incentive Bonus is contingent on
Employee’s continued employment with Company through the last day of the
12-month period covered by the bonus, except that payment will be made on a
prorated basis if termination is by the Company without cause or by Employee
with good reason, so long as termination is in the second half of the period
used for determining the bonus, and only if the performance objectives are
achieved on a prorated basis.


 


3.3      Stock
Option Grant.  Company has approved the
grant to Employee, 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 Employee remains
continuously employed with Company through the respective vesting dates, except
that the option will vest entirely and immediately if the employee 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 termination upon the termination of Employee’s employment with Company,
a change in control of Company and similar events. In the event there is a
change in control of Company during Employee’s employment, all Options that
have not already vested shall immediately vest. The Option has been granted
under the Willdan Group, Inc. 2006 Stock Incentive Plan (the “Plan”),
a copy of which has been provided to Employee, is subject to the approval by
the Company’s shareholders of the Plan, 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 Employee 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 and
Board of Directors and approval of the Plan by Company’s stockholders at
Company’s next annual meeting.


 


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3.4      Stock
Purchases.  Employee shall
be provided an opportunity to participate in such other stock purchase plans as
may be established by the Company’s Board of Directors.


 


4.                                 Benefits.


 


4.1      Retirement, Welfare and Fringe Benefits.  During the Employment Period, Employee 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. Employee shall participate in Company’s long term disability
policy.


 


4.2      Reimbursement of Business Expenses.  During the
Employment Period, Employee is authorized to incur and shall be reimbursed for
all reasonable business expenses in carrying out Employee’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, Employee shall accrue and be entitled to take paid leave in
accordance with Company’s leave policies in effect from time to time. Employee
shall also be entitled to all holiday and leave pay generally available to
other highly compensated Employees of Company. Employee shall accrue 25 days
per year towards the paid leave bank.


 


4.4      Automobile Expenses.  During the
Employment Period, the Company shall provide Employee with an automobile
allowance of $500 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.  Employee’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 Employee, without Cause, or (iii) in
the event of Employee’s death, or (iv) in the event that the Board
determines in good faith that Employee has a Disability (as defined in Section 5.5).


 


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


 


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


 


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(a)        Company
shall pay Employee (or, in the event of his death, Employee’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), Employee’s employment with Company
terminates as a result of an Involuntary Termination (as defined in Section 5.5),
Company shall continue to pay Employee (in addition to the Accrued Obligations),
subject to tax withholding and other authorized deductions and subject to the
release requirement of Section 5.4, an amount equal to his Base Salary at
the annual rate in effect on the Severance Date for the period commencing on
the Severance Date and ending on the Termination Date (the “Severance
Period”), such payments to be made in equal installments on a
bi-weekly basis. In addition, Company shall pay the cost of Employee’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 Employee (and, if applicable, Employee’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 Employee 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
Employee breaches his obligations under Section 7 or 8 of this Agreement
at any time, from and after the date of such breach, Employee 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) Employee’s
receipt of benefits otherwise due terminated employees under group insurance
coverage consistent with the terms of the applicable Company welfare benefit
plan; (ii) Employee’s rights under COBRA to continue participation in
medical, dental, hospitalization and life insurance coverage; or (iii) Employee’s
receipt of benefits otherwise due in accordance with the terms of Company’s 401(k) plan
(if any). In no event shall Company’s obligations to Employee 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
Employee’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 Employee pursuant to Section 5.3(b) or any obligation to
accelerate vesting of any equity-based award in connection with the termination
of Employee’s employment, Employee shall, upon or promptly following his last
day of employment with Company, provide Company with a valid, executed general
release agreement in a form acceptable


 


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to Company, and such release agreement shall have
not been revoked by Employee pursuant to any revocation rights afforded by
applicable law. Company shall have no obligation to make any payment to
Employee 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 Employee in accordance with all
applicable laws, rules and regulations.


 


(b)        Employee agrees that the general release
agreement described in Section 5.4(a) will require that Employee
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 Employee’s employment) shall
constitute the exclusive and sole remedy for any termination of his employment,
and Employee 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 Employee acknowledge and agree that there is no duty of Employee to
mitigate damages under this Agreement. All amounts paid to Employee pursuant to
Section 5.3 shall be paid without regard to whether Employee 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 Employee 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 Employee
pursuant to Section 4.2 for expenses incurred by Employee on or before the
Severance Date.


 


(b)                       As used herein, “Cause” shall mean, as reasonably determined by the
Board (excluding Employee, if he is then a member of the Board), (i) any
act of personal dishonesty taken by Employee in connection with his
responsibilities as an employee of Company which is intended to result in
substantial personal enrichment of Employee and is reasonably likely to result
in material harm to Company, (ii) Employee’s commission of a felony, (iii) a
willful act by Employee which constitutes misconduct and is materially
injurious to Company, or (iv) continued willful violations by Employee of
Employee’s obligations to Company after there has been delivered to Employee a
written demand for performance from Company which describes the basis for
Company’s belief that Employee has willfully violated his 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 Employee’s receipt of long term disability benefits under
the Company’s long term disability policy, renders Employee unable to perform
the essential functions of his 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 Employee’s express written
consent: (i) a material reduction of Employee’s duties, position or
responsibilities relative to Employee’s duties, position or responsibilities in
effect immediately prior to such reduction, or the removal of Employee from
such duties, position and responsibilities; (ii) a reduction by Company of
Employee’s Base Salary or Incentive Bonus opportunity as in effect immediately
prior to such reduction; (iii) a material reduction by Company in the kind
or level of employee benefits to which Employee is entitled immediately prior
to such reduction with the result that Employee’s overall benefits package is
materially reduced; (iv) the relocation of Employee to a facility or a location
more than fifty (50) miles from Rockville, MD;(v) a change in control of
the Company, (vi) termination, resignation, disability, or death of the
President/CEO, Thomas Brisbin; (vii) failure to assign Employee management
responsibility for a federal services acquisition pursuant to Section 1.2,
Duties, of this Agreement; or (viii) failure to grant Employee an option
to purchase 25,000 shares of Company’s common stock pursuant to Section 3.3,
Stock Option Grant, of this agreement, and failure to grant Employee two (2) additional
ten (10) year options to purchase a minimum of 25,000 shares (a minimum of
50,000 total additional shares) of the Company’s stock, the first no later than
June 1, 2008 and the second no later than June 1, 2009, provided that
Good Reason shall not exist pursuant to clauses (d)(i) through (d)(viii) above
unless Employee shall have first provided written notice to Company of the
circumstances giving rise to such claim of Good Reason and Company shall have
failed to reasonably cure such circumstances promptly upon (and in no event
more than 30 days after) its receipt of such notice; further provided that any
notice of termination for Good Reason must be made not later than 180 days
after the circumstances giving rise to such claim of Good Reason are first
known to exist (or first reasonably should have been known to exist) by
Employee. Events constituting Good Reason shall not be considered a default or
breach of this Agreement by Company.


 


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


 


5.6.     Notice of Termination.  Any termination
of Employee’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.


 


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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, Employee 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 Employee
retaining a larger amount, on an after-tax basis (taking into account federal,
state and local income taxes and the Excise Tax), than if Employee received all
of the Benefits (such reduced amount is referred to hereinafter as the “Limited Benefit Amount”). Unless
Employee 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 Employee pursuant to the preceding sentence shall
take precedence over the provisions of any other plan, arrangement or agreement
governing Employee’s rights and entitlements to any benefits or compensation.


 


(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 Employee
within five (5) days of the date of termination of Employee’s employment,
if applicable, or such other time as requested by Company or Employee (provided
Employee 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 Employee with respect to any Benefits, it shall furnish Employee
with an opinion reasonably acceptable to Employee that no Excise Tax will be
imposed with respect to any such Benefits. Unless Employee provides written
notice to Company within ten (10) days of the delivery of the
Determination to Employee that he disputes such Determination, the
Determination shall be binding, final and conclusive upon Company and Employee.


 


6.             Confidentiality, Proprietary Information; Inventions and Developments.


 


6.1          Company Information.  Employee
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 


 


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(including,
but not limited to, customers of The Company Group on whom Employee calls or
with whom Employee becomes acquainted during the Employment Term), 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
Employee by The Company Group either directly or indirectly in writing, orally
or by drawings or observation of parts or equipment, or (b) developed by
Employee on behalf of The Company Group. All inventions and developments on the
part of Employee during the Employment Term 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
Employee 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.  Employee will not, during
the Employment Term improperly use or disclose any proprietary information or
trade secrets of any former or concurrent employer or other person or entity
and that Employee 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.  Employee 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. Employee 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 Employee’s work for the Company consistent with The Company
Group’s agreement with such third party.


 


7.             Protective
Covenant.  Employee acknowledges and
recognizes the highly competitive nature of the businesses of Company, the
amount of sensitive and confidential information involved in the discharge of
Employee’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, Employee hereby expressly agrees that he will not,
directly or indirectly, at any time during the Employment Period and for a
period of six (6) months thereafter, (i) engage in any business for
Employee’s own account or otherwise derive any personal benefit from any
business that competes directly 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 directly 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 directly 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 Employee’s Severance Date, and any businesses that
any entity within The Company Group has specific and realistically achievable
plans to conduct operations in the future and as to which Employee is aware of
such planning, whether or not such businesses have or have not as of the
Severance Date commenced operations. Notwithstanding the foregoing, Employee
may, directly or indirectly, own, solely as an investment, securities of any
person which are publicly traded on


 


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a
national or regional stock exchange or on an over-the-counter market if
Employee (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, Employee 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.  Employee agrees that during
the Employment Period and for a period of six (6) months thereafter,
Employee 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 realistically
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 Employee will not
otherwise materially interfere with any business relationship of any entity
within The Company Group.


 


8.2          Employees.  Employee agrees that during
the Employment Period and for a period of one (1) year thereafter,
Employee 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 $25,000 or
more as an employee of such entity during the last six (6) months 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.


 


9.             Acknowledgements;
Remedies.  Employee represents that he (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 his 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. Employee 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, Employee
agrees that if Employee 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.


 


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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.


 


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.


 


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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 Employee, 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
therefor, 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. Employee agrees and acknowledges that he 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 Employee’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 Employee to
payment of any interest or additional tax imposed under Code Section 409A.
To the extent that any amount payable under this Agreement would trigger the
additional tax imposed by Code Section 409A, the Agreement shall be
modified to avoid such additional tax yet preserve (to the nearest extent
reasonably possible) the intended benefit payable to Employee.


 


(b)            Notwithstanding any
provision of this Agreement to the contrary, if Employee is a “specified
employee” as defined in Code Section 409A, Employee shall not be entitled
to any payments upon a termination of his employment until the earlier of (i) the
date which is six (6) months after his termination of employment for any
reason other than death, or (ii) the date of Employee’s death.
Furthermore, with regard to any benefit to be provided upon a termination of
employment, to the extent required by Code Section 409A, Employee 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 Employee following a termination of his 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 Employee’s employment (or, if earlier, the date of Employee’s death). The
provisions of this Section 24(b) shall only apply if, and to the extent,
required to comply with Code Section 409A.


 


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


 


	
  “COMPANY”

  	
   

  	
  “EMPLOYEE”

  
	
   

  	
   

  	
   

  
	
  Willdan
  Group, Inc.,

  	
   

  	
   

  
	
  a
  Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Thomas D. Brisbin

  	
   

  	
  /s/ Marc Tipermas

  
	
   

  	
  Thomas D. Brisbin

  	
   

  	
  Marc
  Tipermas

  
	
   

  	
  President

  	
   

  	
   

  



 


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