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
1
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
agree
