exv10w19



 


Exhibit 10.19


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 Stephen J. Trichka, an
individual (“Trichka”).


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 Trichka entered into that certain Employment
Agreement, dated the 31st day of December, 2001 (the “Employment Agreement”), a
copy of which is attached hereto as Exhibit A, pursuant to which Assignor and
Trichka agreed upon the terms of Trichka’s employment with Assignor;


     WHEREAS, Assignor and Trichka also are parties to the Retention Incentive
Agreement dated as of September 1, 2002 (the “Retention Agreement”), pursuant
to which Trichka is entitled to receive an incentive payment from Assignor
pursuant to the terms of such agreement and Assignor’s Flexible Option Plan
(the “Deferred Amount”) as a result of the transactions contemplated by the
Purchase Agreement but such payment obligations are among the Assumed
Liabilities of Assignee under the Purchase Agreement;


     WHEREAS, pursuant to the Employment Agreement, Trichka was employed as the
General Counsel and as a Senior Vice President of Assignor;


     WHEREAS, Trichka currently serves as the General Counsel and as a Senior
Vice President of Assignee; and


     WHEREAS, Assignor 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. 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.


 






 


     2.     Consent, Acknowledgement and Waiver


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


            (c) Trichka hereby acknowledges and agrees that his employment with the
Assignee will be for a term that is equal to the remaining portion of the
Original Term (as defined in Section 12.A of the Employment Agreement).


            (d) Trichka 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 12.B of the Employment Agreement).


     3.     No Termination Payments or Value Added Payments. Notwithstanding any
provision of the Employment Agreement to the contrary, Trichka acknowledges and
agrees that he shall not receive from Assignor or from Assignee any severance
payment under Section 12.C 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. Trichka acknowledges and agrees that he shall not receive, and
is not entitled to receive, any Value Added Payment (as such term was defined
in the Employment Agreement) in connection with the transactions under the
Purchase Agreement or any other transaction and Trichka expressly and
irrevocably waives any right to any Value Added Payment under Section 4.A of
the Employment Agreement and any right to assert any such claim. Except to the
extent required by applicable laws, Trichka shall not be entitled to any
continuing employment benefits from the Assignor after the date hereof.


     4.     Retention Incentive Agreement. Notwithstanding any provision of the
Retention Agreement, the Flexible Option Plan or any other agreements or
arrangements to the contrary, Trichka hereby expressly and irrevocably waives
any and all rights he has or may have to receive payment of the Deferred Amount
from Assignor, and any and all other amounts from Assignor under the Retention
Agreement, Assignor’s Flexible Option Plan or any other agreements between
Assignor and Trichka. Trichka agrees, consents to and acknowledges that,
pursuant to the Purchase Agreement, Assignee is assuming all obligations of
Assignor with respect to Trichka, including but not limited to all obligations
of Assignor under the Retention Agreement and Assignor’s Flexible Option Plan.
Trichka acknowledges and agrees that he shall not receive the Deferred Amount
from Assignor or any other amounts from Assignor under the Employment
Agreement, the Retention Agreement, the Flexible Option Plan or any other
agreement, plan or arrangement with Assignor and hereby expressly and
irrevocably waives any right to assert any claim against Assignor to receive
the Deferred Amount or any other amounts. Trichka hereby

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represents that he is making such waiver voluntarily and knowingly with the
opportunity to obtain the advice of counsel.


     5.     Release.


            (a) Release by Trichka. Except for a claim based upon a breach of this
Agreement, Trichka 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 Trichka now has or claims, or might have or claim,
pertaining to or arising out of the Employment Agreement, Trichka’s employment
by the Assignor, or the assignment of the Employment Agreement by the Assignor
to the Assignee, and Trichka 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, 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 Trichka 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 Trichka
and Trichka’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, Trichka’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.


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



	 
	IIT RESEARCH INSTITUTE
	 
	By: _____________________________

Name:

Its:
	 
	ALION SCIENCE AND TECHNOLOGY

CORPORATION
	 
	By: _____________________________

Name:

Its:
	 
	________________________________

Stephen J. Trichka



 






 



EXHIBIT A