Exhibit 10.1


EMPLOYMENT AGREEMENT


THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made and
entered into this 2nd day of April,  2007
(the “Effective Date”), by and between Willdan Group, Inc., a Delaware
corporation (“Company”), and Thomas D. Brisbin, 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.  During the Employment Period, Executive shall
serve Company as its President and Chief Executive Officer and shall have the
powers, duties and obligations of management usually vested in the office of
the chief executive officer of a corporation, subject to the directives of
Company’s Board of Directors (the “Board”) and the corporate policies of
Company as they are in effect from time to time throughout the Employment
Period, including, without limitation, Company’s business conduct and ethics
policies, as they may change from time to time. 
During the Employment Period, Executive shall report solely to the
Board.


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 he may then serve
if the



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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 his personal
assets.  Notwithstanding the foregoing,
Executive may provide outside consulting services with the prior consent of
Company’s Board.


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 his duties hereunder; and (iii) Executive
is not bound by any confidentiality, trade secret or similar agreement with any
other person or entity.


1.5          Location.  Executive’s principal place of employment
shall be Company’s principal executive offices located in Anaheim,
California.  Executive agrees that he
will be regularly present at Company’s principal executive offices.  Executive acknowledges that he may be
required to travel from time to time in the course of performing his duties for
Company.


2.             Employment Period.  The “Employment Period” shall be a
period of three (3) years commencing on the Effective Date and ending on the
third anniversary of the Effective Date (the “Termination Date”);
provided, however, that this Agreement shall be automatically renewed, and the
Employment Period shall be automatically extended for one (1) additional year
on the Termination Date and each anniversary of the Termination Date
thereafter, unless either party gives notice, in writing, at least sixty (60)
days prior to the expiration of the Employment Period (including any renewal
thereof) of such party’s desire to terminate the Employment Period.  The term “Employment Period” shall include
any extension thereof pursuant to the preceding sentence.  Provision of notice that the Employment
Period shall not be extended or further extended, as the case may be, shall not
constitute a breach of this Agreement and shall not constitute “Good Reason”
for purposes of this Agreement. 
Notwithstanding the foregoing, the Employment Period is subject to
earlier termination as provided below in 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 for the first twelve
(12) months of the Employment Period shall be at an annualized rate of Two
Hundred and Fifty Thousand Dollars ($250,000). 
Company will review Executive’s Base Salary at least annually and may
increase (but not decrease) Executive’s Base Salary from the rate then in
effect based on such review.



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3.2          Incentive
Bonus.  During the
Employment Period, Executive shall be eligible to receive an annual incentive
bonus (“Incentive Bonus”).  For
the first twelve (12) months of the Employment Period, Executive’s Incentive
Bonus amount shall be Two Hundred and Fifty Thousand Dollars ($250,000).  Thereafter, Executive’s Incentive Bonus shall
be in an amount to be determined by the Board in its sole discretion, based on
the performance objectives established by the Board for the particular 12-month
period covered by the bonus.  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 100,000 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.  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 Executive’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 Executive’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 Executive, 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 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 of the Plan by
Company’s stockholders at Company’s next annual meeting.


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 programs, 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          Vacation
and Other Leave. 
During the Employment Period, Executive shall accrue and be entitled to
take paid vacation in accordance with Company’s vacation policies in effect
from time to time.  Executive shall also
be entitled to all holiday and leave pay generally available to other
executives of Company.



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4.4          Automobile
Expenses.  During
the Employment Period, the Corporation shall provide Executive with an
automobile allowance of $900 per month.


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 sixty (60) 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 sixty (60) 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.


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 his 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, 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 (or, if the Employment Period has been automatically extended
pursuant to Section 2, the next succeeding anniversary of 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 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 his obligations
under Section 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).



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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).  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 his last
day of employment with Company, provide Company with a valid, executed general
release agreement in a form 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 his
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.



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5.5          Certain
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 he is then
a member of the Board), (i) any act of personal dishonesty taken by Executive
in connection with his 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 his
obligations to Company.


(c)           As used herein, “Disability”
shall mean a physical or mental impairment which, as reasonably determined by
the Board, renders Executive 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 Executive’s express
written consent: (i) a material reduction of Executive’s duties, position or
responsibilities relative to Executive’s duties, position or responsibilities
in effect immediately prior to such reduction, or the removal of Executive from
such duties, position and responsibilities; (ii) a reduction by Company of
Executive’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 Executive is entitled immediately prior to
such reduction with the result that Executive’s overall benefits package is
materially reduced; or (iv) the relocation of Executive to a facility or a
location more than fifty (50) miles from Company’s current principal office
location; provided that Good Reason shall not exist pursuant to clause (i),
(ii), (iii) or (iv) above unless Executive 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 Executive.



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(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.


(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 he disputes such
Determination, the Determination shall be binding, final and conclusive upon
Company and Executive.



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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 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 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 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 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 Term 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.


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 he will not, directly or
indirectly, at any time during the Employment Period and for a period of one
(1) year thereafter, (i) engage in any business for Executive’s own account or
otherwise derive any personal benefit from any business that competes directly
or indirectly with the business of The Company Group, (ii) enter the employ of,
or render any services to, any person engaged in any business that



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competes directly or indirectly 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 or indirectly 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 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, directly or indirectly, 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 (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 or participant in any business,
influence or attempt to influence 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 $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. 
Executive 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. 
Executive agrees that a breach of any of the foregoing covenants in
Sections 7 and 8 would cause immediate and irreparable



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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.          Indemnification,
Liability Insurance. 
Company agrees to indemnify Executive and hold Executive harmless to the
fullest extent permitted by applicable law and under the bylaws of Company
against and in respect to any and all actions, suits, proceedings, claims,
demands, judgments, costs, expenses (including reasonable attorneys’ fees),
losses, and damages resulting from Executive’s good-faith performance of Executive’s
duties and obligations to Company. 
Company shall cover Executive under directors and officers liability
insurance both during and, while potential liability exists (but in any case
not for more than six years), after the term of this Agreement in substantially
the same amount and on substantially the same terms as Company covers its other
active officers and 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.          Mediation.  Any controversy arising out of or relating to
Executive’s employment (whether or not before or after the expiration of the
Employment Period), any termination of Executive’s employment, this Agreement,
the Option Agreement, the enforcement or interpretation of any of such
agreements, or because of an alleged breach, default, or misrepresentation in
connection with any of the provisions of any such agreement, including (without
limitation) any state or federal statutory claims, shall be submitted to
mediation in Orange County, California, before a mediator selected from
Judicial Arbitration and Mediation Services, Inc. or its successor (“JAMS”),
or if JAMS is no longer able to supply the mediator, such mediator shall be
selected from the American Arbitration Association; provided, however, that
provisional injunctive relief may, but need not, be sought in a court of law
while mediation is pending.  All matters
not resolved by mediation may be litigated. 
The parties agree that Company shall be responsible for payment of the
forum costs of any mediation hereunder, including the mediator’s fee.


Without limiting the remedies available to the parties
and notwithstanding the foregoing provisions of this Section 19, Executive and
Company acknowledge that any breach of any of the covenants or provisions
contained in Section 7 or 8 of this Agreement could result in irreparable
injury to either of the parties hereto for which there might be no adequate
remedy at law, and that, in the event of such a breach or threat thereof, the
non-breaching party shall be entitled to obtain a temporary restraining order
and/or a preliminary injunction and a permanent injunction restraining the
other party hereto from engaging in any activities prohibited by any covenant
or provision in Section 7 or 8 of this Agreement or such other equitable relief
as may be required to enforce specifically any of such covenants or provisions.



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20.          Insurance.  Company shall have the right at its own cost
and expense to apply for and to secure in its own name, or otherwise, life,
health or accident insurance or any or all of them covering Executive, and
Executive agrees to submit to any usual and customary medical examination and
otherwise cooperate with Company in connection with the procurement of any such
insurance and any claims thereunder.


21.          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, #300

  
	
   

  	
  Anaheim, CA 92806

  
	
   

  	
  Attn: Board of Directors

  
	
   

  	
   

  
	
  with a copy to:

  
	
   

  
	
   

  	
  Robert L. Lavoie, Esq.

  
	
   

  	
  LAVOIE, McCAIN & JARMAN

  
	
   

  	
  2401 E. Katella Ave.,

  
	
   

  	
  Suite 310Anaheim, 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 therefor, or five (5) business days after
being mailed in accordance with the foregoing.


22.          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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23.          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 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.


24.          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 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 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 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 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 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
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.


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/ Win Westfall

  	
   

  	
  /s/ Thomas D. Brisbin

  
	
  Name:

  	
   

  	
  Win Westfall

  	
   

  	
  Thomas D. Brisbin

  
	
  Title:

  	
   

  	
  Chairman of the Board

  	
   

  	
   

  



 



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