Exhibit 10.2


EMPLOYMENT
AGREEMENT


(Willdan
Group, Inc. and Win Westfall)


This
Employment Agreement, between Willdan Group, Inc.,
a Delaware corporation, (“Company”) and Win Westfall (“Employee”)
is effective March 29, 2007


1.             Employment.  Company
agrees to employ Employee, and Employee agrees to be employed by Company, on
the following terms and conditions.


2.             Term of Employment. 
Subject to the provisions for termination set forth below in Section 9
of this agreement, the term of this Employment Agreement terminate on December
31, 2007, unless terminated by either party in accordance with the provisions
of Section 9.


3              Compensation. Company shall compensate Employee, as follows:


A.            Base annual salary of $215,000,
which sum shall be pro-rated for the balance of the employment term, and
payable bi-weekly in the amount of $8,269.23, through December 31, 2007;


B.            Provided that Employee is employed
by the Company on April 1, 2007, Employee shall be paid a bonus in the amount
of $202,500;


C.            Employee shall be provided a Toyota,
Highlander automobile through December 31, 2007, and upon termination of
employment said automobile will be conveyed to Employee, free of encumbrances.


D.            Medical and dental benefits shall be
provided to Employee and to his spouse in accordance with those generally
afforded Company employees.  These
benefits shall be continued for Employee’s lifetime and for the life of
Employee’s spouse in accordance with the prior action of the Board of Directors
which extended such lifetime benefits.


E.             Annual Paid Leave shall be in
accordance with those generally afforded Company employees.


F.             Benefits shall be provided for
Catastrophic Illness in accordance with the Company’s employment policies.


F.             Paid holidays shall be provided in
accordance with the Company’s normal holiday policy


4.             Travel,
Entertainment, and Other Expenses. 
It is recognized and agreed by the parties to this agreement that in
connection with the services to be performed for Company, Employee will be
obliged to expend money for travel, entertainment of customers, gifts, and
similar business expenses.  Employee is
authorized to incur



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reasonable
business expenses for promoting the business of Company.  Company shall reimburse Employee from time to
time for all reasonable business expenses incurred by Employee provided that
Employee presents adequate contemporaneous documentation to Company.


5.             Duties and Position. 
Employee was initially employed as the President and Chief Executive
officer of Company and concurrently served as Chairman of the Board of
Directors of Company.  Employee resigned
from the position of President and Chief Executive officer of Company to serve
as the interim President and Chief Executive Officer of the Company’s largest
subsidiary, Willdan, a California corporation, and served in that capacity
until the Board of Directors appointed a permanent President and Chief
Executive Officer of Willdan.  For the
balance of his employment term, Employee shall provide the following services:


A.            Assist the Board of Directors and
Company’s president in identifying and acquiring acquisition targets and in
performing due diligence.


B.            Attend professional meetings and
conventions on behalf of Company and/or its subsidiaries, as a representative
of Company for the purpose of promoting Company’s best interests.


C.            Assist in marketing efforts for the
Company and its subsidiaries, as needed.


D.            Continue to serve as Chairman of the
Board of Company and of all of Company’s subsidiaries, until Employee chooses
to resign from such boards or until a replacement for Employee on such boards
is installed, whichever is earlier.


6.             Employee to Devote Time to Company.  Employee will not be employed by any person
or entity or devote any time to any commercial enterprise outside of his
employment to Company and to its subsidiaries as provided in this Agreement.


7.             Confidentiality of Proprietary Information. Employee agrees
not to reveal confidential information, or trade secrets to any person, firm,
corporation, or entity. Should Employee reveal or threaten to reveal this
information, the Company shall be entitled to an injunction restraining the
Employee from disclosing same, or from rendering any services to any entity to
whom said information has been or is threatened to be disclosed, the right to secure
an injunction is not exclusive, and the Company may pursue any other remedies
it has against the Employee for a breach or threatened breach of this
condition, including the recovery of damages from the Employee.  Employee shall execute a separate confidentiality
agreement in the standard form used by Company for officers of the Company.


8.             Disability.  In the
event that the Employee cannot perform the duties because of illness or
incapacity for a period of more than thirty days, the Company may appoint a
replacement for Employee to fill Employee’s position until Employee is able to
return to 



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work. 
Employee’s compensation shall be paid during any period of disability in
accordance with the disability policies applicable to Company’s employees
generally.


9.             Termination of Employment. Employee’s employment is “at
will.”  Accordingly, Employee’s
employment may be terminated by Company at any time, with or without cause; and
Employee may terminate Employee’s employment at any time.  In the event that Company terminates Employee’s
employment at any time prior to December 31, 2007, without cause, Employee
shall be entitled to continue to receive full pay, bonus and benefits payable
under this Agreement through December 31, 2007. 
In the event of termination without cause by Company, the foregoing
shall constitute the only compensation to be paid by Company to Employee, which
shall constitute Employee’s only severance benefits.  If Employee voluntarily terminates
employment, or if Company terminates Employee’s employment for Cause, Employee
shall not be entitled to any severance compensation.  For the purpose of this Section 9, the term “Cause”
shall mean and include: a) The willful breach by Employee of any material term
of this Agreement; b) Intentional conduct by Employee intended to place Company
in violation of any law relating to the protection of Company’s employees,
including, without limitation the Civil Rights Act and similar State and
Federal legislation; c) Gross insubordination, including but not limited to
compliance with the directives of the President; or d) Employee’s commission of
any felony or any other crime relating to dishonesty.  Employee and Employee’s spouse shall be
provided lifetime health and dental benefits in accordance with previous Board
of Director action, notwithstanding whether termination is with or without
cause.


10.           Death Benefit; Disability. Should Employee die or become
disabled during the term of employment, Employee shall be entitled to the same
death and disability benefits as are generally provided to employees of the
Company.  Additionally, Employee shall be
entitled to receive any and all compensation described under this agreement,
provided that such compensation has not been previously paid to Employee prior
to his death or disability.  For the
purpose of this section, “disability” means any medical condition that
precludes Employee from completing his term of employment pursuant to this
Agreement.


11.           Limited Effect of Waiver. Should either Company or Employee
waive breach of any provision of this agreement by the other, that waiver will
not operate or be construed as a waiver of further breach.


12.           Severability. If, for any reason, any provision of this
agreement is held invalid, all other provisions of this agreement shall remain
in effect. If this agreement is held invalid or cannot be enforced, then to the
full extent permitted by law any prior agreement between the Company (and any
predecessor thereof) and the Employee shall be deemed reinstated as if this
agreement had not been executed.


 13.          Oral Modifications Not Binding/Amendment. This instrument is
the entire agreement of the Company and the Employee. Oral changes shall have
no effect.  This Agreement may be altered
only by a written agreement signed by both parties.



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14.           Interpretation.  This
agreement shall be interpreted as though prepared by both parties.


15.           Governing Law.  This
agreement has been negotiated and entered into in the State of California and
shall be governed by, construed and enforced in accordance with the internal
laws of the State of California, applied to contracts made in California by
California domiciliaries to be wholly performed in California.


16.           No Assignment. 
Neither this Agreement or any rights or obligations hereunder shall be assigned,
pledged, hypothecated or otherwise transferred by any party hereto without the
written consent of the Board of Directors or the Company and the Employee.  Any assignment, pledge, hypothecation or
other transfer, without such prior written consent, shall be void.


17.           Representation by Legal Counsel.  The parties hereto acknowledge that Robert L.
Lavoie of Lavoie, McCain & Jarman has been retained by Company to represent
Company in this transaction.  Employee
consents to such representation and waives any conflict of interest as may be
presented by such representation. 
Employee has been advised to have this Agreement reviewed by independent
legal counsel of Employee’s choosing. 
Company may assume that Employee has sought such consultation and that Employee’s
agreement with the terms and conditions hereof are with the benefit of such
independent legal advice.


Executed effective this 29th day of
March, 2007, in Anaheim, California.


	
  Company:

  	
   

  	
  Employee:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Willdan Group, Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Tracy Lenocker

  	
   

  	
  /s/ Win Westfall

  	
   

  
	
   

  	
  Tracy Lenocker, President & CEO

  	
   

  	
  Win Westfall

  	
   

  



 


 



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