exv10w20



 



Exhibit 10.20


AGREEMENT REGARDING EMPLOYMENT



     THIS AGREEMENT REGARDING EMPLOYMENT (the “Agreement”) is made as of the
______day of December, 2002, by and between IIT Research Institute, an Illinois
not-for-profit corporation (“Assignor”), Alion Science and Technology
Corporation, a Delaware corporation (“Assignee”) and Gary Amstutz, an
individual (“Amstutz”).


RECITALS



     WHEREAS, Assignor and Assignee entered into that certain Fourth Amended
and Restated Asset Purchase Agreement, dated November 18, 2002 with effect as
of June 4, 2002 (the “Purchase Agreement”), pursuant to which Assignee will
acquire substantially all of the assets of Assignor as of the date hereof;


     WHEREAS, Assignor and Amstutz entered into that certain Employment
Agreement, dated the 14th day of February, 2000 (the “Employment Agreement”), a
copy of which is attached hereto as Exhibit A, pursuant to which Assignor and
Amstutz agreed upon the terms of Amstutz’s employment with Assignor;


     WHEREAS, pursuant to the Employment Agreement, Amstutz was employed as the
Chief Financial Officer and Treasurer of Assignor;


     WHEREAS, Amstutz currently serves as Senior Vice President and Executive
Director of Finance of Assignee;


     WHEREAS, Assignor and Amstutz desire to amend the terms of the Employment
Agreement such that Amstutz’s positions with IITRI will change from Chief
Financial Officer and Treasurer, to Senior Vice President and Executive
Director of Finance; and


     WHEREAS, Assignor then desires to assign and transfer to Assignee, and
Assignee desires to accept and assume, all of Assignor’s rights, interest and
obligations in and with respect to the Employment Agreement.


     NOW, THEREFORE, in consideration of the premises set forth above and the
respective covenants and agreements contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
mutually acknowledged, and intending to be legally bound, the parties hereto
hereby agree as follows:


     1.     Change of Position. In accordance with Section 15.E of the Employment
Agreement, Assignor and Amstutz hereby agree that Section 1 of the Employment
Agreement shall be deleted and replaced with the following text:



	 	"1.    Employment. Company hereby employs the Employee as Senior Vice
President and Executive Director of Finance, and agrees to
continue the Employee in that position (or in any other position
upon which the parties mutually agree) during the term of this
Agreement unless terminated earlier in accordance with



 






 





	 	Paragraph 10 of this Agreement (“Term and Termination”).”



     2.     Assignment and Assumption. Assignor hereby assigns, transfers and
conveys to Assignee all of the rights, interest and obligations of Assignor in
and with respect to the Employment Agreement, and Assignee hereby accepts the
assignment, transfer and conveyance of all of the rights, interest and
obligations in and with respect to the Employment Agreement.


     3.     Consent, Acknowledgement and Waiver


            (a) Amstutz hereby consents to the assignment of the Employment Agreement
by Assignor to Assignee, and the assumption of the Employment Agreement by
Assignee from Assignor, on the terms and conditions contained in this
Agreement.


            (b) Amstutz hereby acknowledges that as of the date hereof, (i) he will no
longer be employed as a Senior Vice President and the Executive Director of
Finance of Assignor, and (ii) he will continue in his employment as a Senior
Vice President and as the Executive Director of Finance of Assignee, subject to
the terms and conditions of the Employment Agreement, as amended pursuant to
this Agreement and as assigned and assumed pursuant to this Agreement.


            (c) Amstutz hereby acknowledges and agrees that the assignment of the
Employment Agreement by the Assignor to Assignee does not constitute a
termination of his employment relationship with the Assignor without Cause (as
defined in Section 10.C of the Employment Agreement).


     4.     No Termination Payments. Notwithstanding any provision of the
Employment Agreement to the contrary, Amstutz acknowledges and agrees that he
shall not receive from Assignor or from Assignee any severance payment under
Section 10.D of the Employment Agreement or any other retention payment,
termination payment, benefits or other compensation in connection with or in
respect of the assignment of the Employment Agreement by the Assignor to the
Assignee. Except to the extent required by applicable laws, Amstutz shall not
be entitled to any continuing employment benefits from the Assignor after the
date hereof.


     5.     Release.


            (a) Release by Amstutz. Except for a claim based upon a breach of this
Agreement, Amstutz hereby knowingly and voluntarily releases the Released
Parties (as defined below) from any and all claims, suits, demands, action or
causes of action of any kind or nature whatsoever, whether the underlying facts
are known or unknown, which Amstutz now has or claims, or might have or claim,
pertaining to or arising out of the Employment Agreement, Amstutz’s employment
by the Assignor, or the assignment of the Employment Agreement by the Assignor
to the Assignee, and Amstutz hereby represents to the Released Parties that he
has not assigned any such claims, suits, demands, actions or causes of action
to any third party. This release covers all claims of any kind (except for a
claim based upon a breach of this Agreement) under any local, state, or federal
common law, statute, regulation or ordinance, including without limitation
those claims dealing with employment discrimination, including, without
limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.
2000e et seq., 42 U.S.C. 1981,

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the Age Discrimination in Employment Act, as modified by the Older Workers
Benefit Protection Act, the Civil Rights Act of 1991, the Americans with
Disabilities Act, or claims under the Family and Medical Leave Act, or for
breach of contract, misrepresentation, defamation, wrongful discharge under the
common law of any state, infliction of emotional distress or any other tort
under the common law of any state. This release shall run to and be for the
benefit of the Assignor and each of its affiliated or related entities, and all
predecessors, successors and assigns thereof and each of their trustees,
members, governors, directors, officers, employees, agents and attorneys, past
or present, and all predecessors, successors, heirs and assigns thereof,
excluding in each case the Assignee (collectively “Released Parties”). This
release shall run to and be binding upon Amstutz and his heirs, assigns and
personal representatives.


            (b) Release by the Assignor. Except for a claim based upon a breach of
this Agreement or a claim arising in connection with the Purchase Agreement or
the other agreements and documents delivered in connection with the Purchase
Agreement (the “Transaction Documents”) to which the Assignor is a party and
the transactions contemplated thereby, Assignor, for itself and on behalf of
each of the Released Parties, hereby knowingly and voluntarily releases Amstutz
and Amstutz’s heirs, assigns and personal representatives from any and all
claims, suits, demands, actions or causes of action of any kind or nature
whatsoever, whether the underlying facts are known or unknown, which the
Assignor or the Released Parties now have or claim, or might have or claim,
pertaining to or arising out of the Employment Agreement, Amstutz’s employment
by the Assignor, or the assignment of the Employment Agreement by the Assignor
to the Assignee, and the Assignor, for itself and on behalf of the Released
Parties, hereby represents that it has not assigned any such claims, suits,
demands, actions, or causes of action to any third party. This release covers
all claims of any kind (except for a claim based upon a breach of this
Agreement or the other Transaction Documents to which the Assignor is a party)
under any local, state, or federal common law, statute, regulation or
ordinance, including without limitation those claims dealing with breach of
contract, misrepresentation, defamation, or for any tort under the common law
of any state.


     6.     Further Acts. The parties hereto further undertake and promise to
execute, deliver and file any and all agreements, instruments, documents and
declarations, and to take any and all other acts necessary to effectuate and
evidence any of the foregoing, including but not limited to any acts necessary
in order to have the rights, interest and obligations in and with respect to
the Employment Agreement by and in Assignee reflected in all official records
of all relevant federal, state and local agencies.


     7.     Waiver of Compliance. Any failure by any party hereto to enforce at
any time any term or condition under this Agreement shall not be considered a
waiver of that party’s right thereafter to enforce each and every term and
condition of this Agreement.


     8.     Entire Agreement. This instrument contains the entire agreement and
understanding of the parties hereto with respect to the subject matter herein
and supersedes any other agreement or understanding, whether written or oral,
relating to the matters contemplated herein.


     9.     Captions. The captions set forth in this Agreement are used solely for

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convenience of reference and shall not control or affect the meaning or
interpretation of any of the provisions.


     10.     Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which,
when taken together, shall be deemed to constitute one and the same agreement.


     11.     Governing Law. This Agreement shall be governed by the laws of the
state of Illinois, without regard to the conflicts of law principles of such
state.


[Signatures follow on next page]


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[Exhibit 10.20]


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
on the date first written above.





	 	 
	IIT RESEARCH INSTITUTE	 
	 
	By: /s/ Lew Collens
	
	 
	
Name:

Its:
	 
	 
	ALION SCIENCE AND TECHNOLOGY

CORPORATION	 
	 
	By: /s/ Bahman Atefi

	 
	
	 
	
Name:

Its:	 
	 
	/s/ Gary Amstutz	 
	
	 
	Gary Amstutz	 





 






 



EXHIBIT A