EX-10.91






SEPARATION AGREEMENT AND GENERAL RELEASE




This Separation Agreement and General Release (“Agreement”) is entered into by and between
James C. Fontana (“Employee”) and Alion Science and Technology Corporation (“Alion” or the
“Company”) as of the date on which Employee executes this Agreement (the “Execution Date”) and
shall become effective as of the date on which the revocation period set out in Paragraph 4(c)(ii)
expires (“Effective Date”).



In consideration of the mutual covenants, agreements and representations contained herein, the
adequacy of which is hereby acknowledged, the parties hereto expressly and intentionally bind
themselves as follows:



1. SEPARATION OF EMPLOYEE



(a) Unless terminated earlier in accordance with this Agreement, the parties agree that
Employee’s last day of employment with Alion will be February 1, 2010 (“Separation Date”). The
time between the Execution Date and the Separation Date is referred to herein as the “Retention
Period.”



(b) Except as otherwise provided in this Agreement, effective as of the Separation Date,
Employee shall not be eligible for further pay or benefits, including without limitation any
benefits under any severance pay plan applicable to him as an employee of Alion.



(c) During the Retention Period, Employee (i) shall devote his full business time to the
Company; (ii) shall perform his regular duties, or such other duties as may be assigned to him from
time to time to the best of his ability and with the utmost good faith; and (iii) shall take all
reasonable steps to provide for a successful transition of his duties. During the Retention
Period, Employee’s duties may be changed, decreased or eliminated at the discretion of the Company
and upon written notification to Employee, provided that the Company fulfills its obligation to pay
Employee his salary during the Retention Period. Specifically, during the Retention Period,
Employee shall not have the authority to bind the Company and shall participate in Board
proceedings only at the direction of the CEO.



(d) During the Retention Period, should Employee resign voluntarily prior to the Separation
Date, this Agreement shall remain in full force and effect except that (i) the resignation date
shall be substituted for the “Separation Date” stated above for all subsequent purposes and (ii)
Employee shall forfeit the 2009 Bonus (as defined below) or, if already paid, the Company shall be
entitled to recoup the 2009 Bonus of $90,000.00 previously paid to Employee by reducing any amounts
remaining due him by $90,000.000. During the Retention Period, the Employee remains subject to
termination for Cause, as defined in his Employment Agreement dated June 28, 2007, as amended on
February 18, 2008 (the “Employment Agreement”). If Employee is terminated for Cause during the
Retention Period, this Agreement shall become null and void, any payments already made pursuant to
this Agreement shall be returned, and the rights of the parties shall thereafter be governed by the
Employment Agreement or other any other applicable agreements as they existed immediately prior to
the Execution Date of this Agreement.



(e) By signing this Agreement, Employee expressly resigns, as of the Execution Date, from his
position as the Secretary of the Board and from any other offices, directorships, or other
positions held by him with the Company or any related entities, except that Employee is not
resigning from his position as General Counsel, which shall be terminated pursuant to this
Agreement.



2. PAYMENTS BY ALION



(a) Pursuant to Alion’s standard separation policies, Employee will be paid all salary earned
through and including the Separation Date and any accrued but unused Paid Time Off (“PTO”) as of
the Separation Date. Such payments shall be made in accordance with Alion’s regular payroll
schedule. In addition, Employee shall be paid amounts currently held on his behalf in the Alion
Non-Qualified Deferred Compensation Plan in accordance with the terms of such plan.



(b) Provided that Employee (i) signs and returns this Agreement and does not revoke the ADEA
waiver as set out in Paragraph 4(c)(ii) as set out below (or, if so revoked, the Company elects not
to void the Agreement) and (ii) signs and returns the Waiver and General Release attached hereto as
Exhibit A no earlier than the Separation Date and no later than the 22nd day following
the Separation Date and does not revoke the ADEA waiver as set out therein (or, if so revoked, the
Company elects not to void the Agreement) then, subject to the following paragraph and Paragraph
2(g) below, Alion shall make the following payments to Employee (with subsections (i), (ii), and
(iii) below referred to as “Severance Payments” and (iv) below referred to as the “LTIP Awards”):




	 	(i)	 	The amount of $280,000.00 representing one (1) year of
Employee’s Base Salary in effect as of the Separation Date;






	 	(ii)	 	The amount of $90,000.00 representing the amount equal to his
last paid annual bonus (the “Last Paid Bonus”);






	 	(iii)	 	The amount of $90,000.00 representing an annual bonus for 2009
(the “2009 Bonus”); and






	 	(iv)	 	The amount of $226,416.00 representing the value of the Long
Term Incentive Program (the “LTIP Awards”) pursuant to the LTIP Award
Agreements dated December 17, 2008 (the “LTIP Award Agreements”).





(c) The Severance Payments and LTIP Awards shall be made to Employee as follows:




	 	(i)	 	$90,000.00 representing the 2009 Bonus, less applicable
withholdings, to be paid on the later of: (x) the day following the expiration
of the Revocation Period set out in Paragraph 4(c)(ii) below or (y) the date on
which payments of 2009 annual bonuses are made to other executives of the
Company;






	 	(ii)	 	$200,000.00, less applicable withholdings, to be paid on the
later of (x) May 1, 2010 and (y) the date three (3) months after the
Separation Date (such payment date, the “First Installment Date”);






	 	(iii)	 	$200,000.00, less applicable withholdings, to be paid on the
later of (x) August 1, 2010 and (y) the date six (6) months after the
Separation Date (such payment date, the “Second Installment Date”); and






	 	(iv)	 	$196,416.00, less applicable withholdings, to be paid on the
later of (x) February 1, 2011 and (y) the date one (1) year after the
Separation Date (such payment date, the “Third Installment Date”).





Notwithstanding the foregoing, the Company’s obligation to pay the Severance Payments and LTIP
Awards, including any outstanding Installments, shall cease immediately and such payments will be
forfeited if Employee violates any material obligation owed to Alion under this Agreement, the
Employment Agreement or the Intellectual Property Agreement (collectively the “Employee
Agreements”). Further, the parties agree that, should the Compensation Committee reasonably
determine that the making of a payment required under this Agreement on the date specified in the
Agreement would jeopardize the ability of the Company to continue as a going concern, the payment
will be delayed (without imputation of earnings, interest, or other gains or losses) until the
first date of the next quarter in which making such a payment would not jeopardize the Company’s
status as a going concern. In addition, the LTIP Awards remain subject to Section 4.7 of the
Company’s Long Term Incentive Plan.



(d) Except as provided in this Agreement or as otherwise required under the terms of an
applicable employee benefit plan, no further payments shall be made to Employee.



(e) The Company shall withhold such tax, payroll and other amounts from payments under this
Agreement as Employee authorizes or the Company reasonably believes to be required by law. Employee
shall be solely responsible for payment of his own taxes, including any taxes arising under
Internal Revenue Code Section 409A. The Company has not provided and will not provide tax advice
to Employee.



3. EMPLOYMENT BENEFITS



(a) Employee agrees and acknowledges that his participation in any 401(k) Plan, short-term and
long-term Disability Plans, or any other benefit plans made available to him as an Alion employee,
and his participation in and entitlement to any and all other benefits in which he is currently
enrolled, but which are not specifically addressed in this Agreement, will terminate on the
Separation Date, except as otherwise provided in this Agreement.



(b) Employee’s participation in the Alion medical, dental, vision and other insurance plans
shall cease as of the Separation Date unless, to the extent that Employee is eligible, he timely
elects to receive medical and/or dental benefits pursuant to the provisions of the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”) for himself and/or any qualifying beneficiaries.
Notification of Employees rights under COBRA will be provided to Employee under separate cover.



(c) Provided that Employee (i) signs and returns this Agreement and does not revoke the ADEA
waiver as set out in Paragraph 4(c)(ii) as set out below (or, if so revoked, the Company elects not
to void the Agreement) and (ii) signs and returns the Waiver and General Release attached hereto as
Exhibit A no earlier than the Separation Date and no later than the 22nd day following
the Separation Date and does not revoke the ADEA waiver as set out therein (or, if so revoked, the
Company elects not to void the Agreement), then the Company shall pay on Employee’s behalf, or
reimburse Employee for, the amount of the applicable COBRA premium that exceeds the amount of
premium payable by Employee for the same level of coverage immediately prior to the Separation
Date. Any such COBRA premium payment by the Company that constitutes taxable income to Employee
shall be grossed up by the Company, assuming an applicable income tax rate of forty percent (40%).
Payments under this paragraph shall cease at the earlier of (i) the end of the first month in which
Employee is no longer eligible for COBRA for any reason (other than death or eligibility for
Medicare, provided that COBRA coverage continues for any qualified beneficiary), or (ii) Eighteen
(18) months after the Separation Date. Employee shall notify the Company as soon as practicable
after he ceases to be eligible for COBRA coverage due to coverage under the group health plan of
another employer. Notwithstanding the foregoing, the Company’s obligation to make such COBRA
payments or reimbursements, to the extent not already paid, shall cease immediately and such
payments will be forfeited if Employee violates any material obligation owed to Alion under this
Agreement, the Employment Agreement, the Intellectual Property Agreement, or like agreements
entered into between Employee and the Company.



(d) On or before close of business on the Separation Date, Employee shall return all Company
property, including but not limited to his Company automobile, along with all accessories purchased
or reimbursed by the Company, to the Company’s Director of Human Resources, provided that Employee
may retain his mobile telephone and related accessories thereto previously purchased for such
telephone.



(e) Except as otherwise provided in this Agreement, Employee waives any right of participation
in, or additional benefits under, the employee benefit, fringe benefit and compensation plans of
Alion with respect to any period after the Separation Date. The parties acknowledge and agree that
Employee shall retain whatever rights and benefits to which he will be entitled as a former
employee pursuant to the Company’s Employee Ownership, Savings and Investment Plan.



4. GENERAL RELEASE AND FORFEITURE BY EMPLOYEE



(a) Employee hereby releases and forever discharges Alion, its subsidiaries, affiliates,
insurers, predecessors, successors, and assigns, and the directors, officers, shareholders,
employees, representatives and agents of each of the foregoing (collectively “Releasees”) of and
from the following:




	 	(i)	 	Any and all claims, demands, and liabilities whatsoever of
every name and nature (other than those arising directly out of this
Agreement), including, without limitation, those with respect to Employee’s
employment by Alion, or the terms and conditions of employment, benefits or
compensation, or termination of his employment, which Employee has or ever had
against Releasees; and






	 	(ii)	 	Without limitation, any and all claims known or unknown as of
the date of execution of this Agreement for tortious injury, breach of
contract, and/or wrongful discharge (including, without limitation, any claim
for violation of public policy or constructive discharge), any personal gain
with respect to any claim arising under the qui tam provisions of the False
Claims Act, 31 U.S.C. 3730 or any other whistleblower claim, all claims for
infliction of emotional distress, all claims for slander, libel, or defamation
of character, and all claims for reinstatement, back pay, front pay,
compensatory or punitive damages, severance pay, attorneys’ fees, or costs, as
related to Employee’s employment by Alion, or the terms and conditions or
termination of his employment, benefits or compensation, or termination of such
employment; and






	 	(iii)	 	Without limitation, any and all claims known or unknown based
upon any allegation of employment discrimination, including, without
limitation, discrimination on the basis of race, color, sex, sexual
orientation, age (including any claim pursuant to the federal Age
Discrimination in Employment Act), religion, disability, national origin or any
other classification protected under applicable law; and






	 	(iv)	 	Without limitation, any and all claims known or unknown based
upon, arising out of or in any way relating to the phantom stock grant
agreements by and between Employee and Company (collectively the “Phantom Stock
Agreements”).





(b) It is agreed and understood that this release is a GENERAL RELEASE to be construed in the
broadest possible manner consistent with applicable law. Employee hereby acknowledges and agrees
that by signing this Agreement, he is signing this General Release.



(c) Employee acknowledges and agrees as follows:




	 	(i)	 	Employee has not filed or pursued any claim released hereby
against any Releasee by filing a lawsuit in any local, state or federal court
for or on account of anything which has occurred up to Execution Date as a
result of Employee’s employment or termination of employment, and Employee
shall not seek reinstatement or future employment with, or damages of any
nature, severance pay, attorneys’ fees, or costs from any Releasee;






	 	(ii)	 	Employee has been given the opportunity, if he so desires, to
consider this Agreement for twenty-one (21) days before executing it. Any
change made to the Agreement during the 21-day period, whether material or not,
will not restart the running of the 21-day period. In the event that Employee
executes this Agreement within twenty-one (21) days of the date of its delivery
to him, he acknowledges that such decision was entirely voluntary and that he
had the opportunity to consider this Agreement for the entire twenty-one (21)
day period. For a period of seven (7) days from the date of the execution of
this Agreement, Employee shall retain the right to revoke the waiver of claims
arising under the Age Discrimination in Employment Act (“ADEA”), a federal
statute that prohibits employers from discriminating against employees age 40
and over on the basis of age (the “Revocation Period”). In order to exercise
his right to revoke the waiver of his ADEA claims in accordance with 29 U.S.C.
§ 626, Employee must provide written notice to Alion, c/o Kathy Madaleno,
Director of Human Resources, 1750 Tysons Boulevard, Suite 1300, McLean,
Virginia 22102, no later than 5:00 p.m. on the seventh calendar day following
his execution of the Agreement. If Employee elects to exercise this revocation
right, the Agreement shall be voidable in its entirety at the discretion of the
Company and, if it so chooses to void the Agreement, the Company shall then be
relieved of any and all obligations to make any payments required under this
Agreement. If Employee does not revoke the waiver of claims under the ADEA, or
if the Company chooses not to void the Agreement after receipt of a timely
revocation of the ADEA waiver, he understands and agrees that it will become
fully enforceable immediately after the expiration of such revocation period;






	 	(iii)	 	Employee has been and is advised to consult an attorney
regarding this Agreement prior to executing it and that he has been given
sufficient time to do so;






	 	(iv)	 	Employee has received full and adequate consideration for this
General Release; and






	 	(v)	 	Employee fully understands and acknowledges the significance
and consequences of this Agreement and represents by his signature that the
terms of this Agreement are fully understood and voluntarily accepted by him.
This Agreement has been individually negotiated by Employee and is not part of
a group exit incentive or other group employment termination program.





(d) Excluded from this General Release are any claims or rights which cannot be waived by law,
including the right to challenge the enforceability of this Agreement and the Employee’s right to
file a charge with an administrative agency or participate in any agency investigation where that
agency expressly prohibits such a waiver. However, Employee is waiving his right to recover any
money or to reinstatement with any Releasee in connection with such a charge or investigation.
Employee is also waiving his right to recover money in connection with a charge filed by any other
individual or by the Equal Employment Opportunity Commission or any other federal, state or local
agency.



(e) This General Release becoming and remaining effective shall be a condition precedent to
Employee obtaining any payments or benefits under this Agreement.



5. NONDISCLOSURE OF INFORMATION; RETURN OF PROPERTY



(a) Employee shall keep secret and confidential and shall not disclose to any third party, in
any fashion or for any purpose whatsoever, any information regarding Alion which is (i) not
available to the general public, and/or (ii) not generally known outside the Company, and (iii) is
considered proprietary to or a trade secret of the Company, to which he has or will have had access
at any time during the course of his employment by the Company, including, without limitation, any
information relating to: the Company’s business or operations; its plans, strategies, prospects or
objectives; its products, technology, processes or specifications; its research and development
operations or plans; its customers and customer lists; its manufacturing, distribution, sales,
service, support and marketing practices and operations; its financial condition and results of
operations; its operational strengths and weaknesses; and, its personnel and compensation policies
and procedures.



(b) Employee agrees to return to Alion, on or before the Separation Date, (i) all documents,
data, material, details and copies thereof in any form (electronic or hard copy) that are the
property of Alion or were created using Alion resources or during any hours worked for Alion
including, without limitation, any data referred to in the immediately preceding Paragraph; and
(ii) all other Alion property including, without limitation, all computer equipment, personal
digital assistances or similar devices, fax machines and other equipment (except as otherwise
agreed, but including electronic information and/or software on Alion-provided computer equipment
to be retained by Employee) and associated passwords, property passes, keys, credit cards, business
cards and identification badges.



6. NO DETRIMENTAL COMMUNICATIONS



Employee agrees that he will not make, disclose or cause to be disclosed any negative,
adverse, false or derogatory comments or statements about Releasees with regard to any product or
service provided by Releasees, about Releasees’ prospects for the future, or about Releasees in
general. Alion agrees that no authorized officer of Alion will disclose or cause to be disclosed
outside of Releasees any negative, adverse, false or derogatory comments or statements about
Employee. The parties agree that this provision will not be construed so as to bar any person from
providing full and truthful testimony in response to a summons, court or administrative order or
subpoena, or as otherwise provided by law, nor shall it prohibit the Company from discussing
matters regarding Employee with the Company’s outside legal and accounting representatives, or
with the Company’s Board of Directors. For the limited purposes of this Paragraph only, the term
“Releasees” shall mean only the directors, chief executive officer and executive and senior vice
presidents of Alion. This provision shall in no way be construed to limit or impair Employee’s
ability to perform the duties of his position as an Employee and counsel of the Company in good
faith and consistent with his ethical duties as an attorney.



7. FUTURE ASSISTANCE



Alion may seek the assistance and cooperation of Employee in connection with any audit,
investigation, litigation or proceeding arising out of matters within the knowledge of Employee and
related to his position as an employee of Alion, and in any such instance, Employee shall provide
such assistance, cooperation or testimony, and Alion shall pay Employee’s reasonable costs and
expenses in connection therewith.



8. ADDITIONAL OBLIGATIONS OF EMPLOYEE 



Employee acknowledges and agrees that, in addition to the foregoing obligations, he remains
bound by the obligations contained in Article 4 of the Employment Agreement entered into on June
27, 2007, as amended by the First Amended to the Employment Agreement, entered into on February 18,
2008, as well as the obligations contained in the Intellectual Property Agreement he entered into
at the outset of his employment with the Company. The obligations contained in this Agreement
shall be construed as consistent with and supplemental to, rather than superseding, these prior
obligations, which continue in full force and effect.



9. GOVERNING LAW; SEVERABILITY



This Agreement is entered into and shall be construed under the laws of the Commonwealth of
Virginia. In the event any provision of this Agreement is determined to any extent to be illegal
or unenforceable by a duly authorized court of competent jurisdiction, then the illegal or
unenforceable provision shall be severed from this Agreement. In the event of such severance, the
remainder of this Agreement shall not be affected thereby, and each remaining provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law; provided, however,
that the parties expressly acknowledge and agree that the full waiver and release of all claims by
Employee is essential to effectuate the parties’ intent in entering into this Agreement and that,
in the event the general release of claims set forth in Paragraph 4 is severed, the parties’
remaining obligations under this Agreement shall be deemed waived (other than obligations arising
under Paragraphs 5), and any consideration or value delivered by one party to the other under this
Agreement shall constitute a binding obligation by the recipient to the other.



10. WAIVERS



The failure of either party to require the performance of any term or obligation of this
Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation and shall not be deemed a waiver of any
subsequent breach.



11. AMENDMENTS



This Agreement may be modified or amended, in whole or in part, only by the mutual agreement
of the parties in writing.



12. NO OTHER INDUCEMENTS/ ENTIRE AGREEMENT 



This Agreement sets forth the entire understanding of the parties in connection with the
subject matter hereof. Any and all prior negotiations or discussion, either oral or written, are
merged into this Agreement, except where such other agreements are referenced herein, in which case
all post-employment continuing obligations of Employee in such agreements shall continue in
accordance with their terms and shall be construed to be consistent with this Agreement. Neither
of the parties has made any settlement, representation or warranty in connection herewith (except
those expressly set forth in this Agreement) which has been relied upon by the other party, or
which acted as an inducement for the other party to enter into this Agreement.



13. PERSONS BOUND BY AGREEMENT



This Agreement shall be binding upon and inure to the benefit of Employee and Releasees and
their respective successors.



14. ASSIGNMENT OF INTERESTS



Employee warrants that he has not assigned, transferred or purported to assign or transfer any
claim against Releasees.



15. DISPUTE RESOLUTION



Any disputes under this Agreement shall be governed by the dispute resolution provision
contained in paragraph 6(c) of the Employment Agreement which is incorporated herein by reference.
Further, in the event that any action or proceeding is initiated to enforce or interpret the
provisions of this Agreement, or to recover for a violation of the Agreement, the prevailing party
in any such action or proceeding shall be entitled to its costs (including reasonable attorneys’
fees). Nothing in this Paragraph is intended to, or shall, place any limitation or condition
precedent on Employee’s ability to challenge this Agreement.



16. NO ADMISSION AS EVIDENCE



This Agreement is nonprecedential and may not be raised as evidence by any person in
connection with any subsequent litigation, except as necessary to enforce this Agreement. Further,
this Agreement shall never at any time for any purpose be considered as an admission of liability
or wrongdoing by the Company or Employee.



17. CONFIDENTIALITY



Employee agrees to keep confidential the existence of this Agreement, as well as all of its
terms and conditions, and not to disclose to any person or entity the existence, terms or
conditions of this Agreement, except to his attorney, financial advisors and members of his
immediate family, provided they agree to keep confidential such existence, terms and conditions.
In the event that Employee believes he is compelled by law to divulge the existence, terms or
conditions of this Agreement, he will notify Alion’s Law Department of the basis for that belief
before actually divulging the information. Employee hereby confirms that, as of the date of his
signing of this Agreement, he has not disclosed the existence, terms or conditions of this
Agreement, except as otherwise provided in this Agreement. Alion also agrees to keep confidential
the existence of this Agreement and not to disclose its terms and conditions outside of Releasees,
its attorneys and consultants, unless Alion is otherwise required to disclose such terms and
conditions by operation of law or request by a governmental agency, or as required by any federal
or state securities laws or regulations.



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IN WITNESS WHEREOF, the parties hereby agree to the terms and conditions of this Agreement as
set forth above.



EMPLOYEE:



	 	 	 	 	 
	By:
	 	/s/ James C. Fontana

	 	12/8/09
	 	 	 

	 	 
	 	 	James C. Fontana

	 	Date
	ALION SCIENCE AND TECHNOLOGY CORPORATION:
	By:
	 	/s/ Bahman Atefi

	 	12/8/09
	 	 	 

	 	 
	 	 	Bahman Atefi

	 	Date






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WAIVER AND GENERAL RELEASE




Employee hereby executes this Waiver and General Release as of the date specified below, which
shall be no earlier than the Separation Date and no later than the 22nd day after the
Separation Date:



In consideration for the Severance Payments and other benefits set forth in the Separation
Agreement and General Release between Employee and Alion, Employee hereby releases and forever
discharges Alion, its subsidiaries, affiliates, insurers, predecessors, successors, and assigns,
and the directors, officers, shareholders, employees, representatives and agents of each of the
foregoing (collectively “Releasees”) of and from the following:



(i) Any and all claims, demands, and liabilities whatsoever of every name and nature (other
than those arising directly out of this Agreement), including, without limitation, those with
respect to Employee’s employment by Alion, or the terms and conditions of employment, benefits or
compensation, or termination of his employment, which Employee has or ever had against Releasees;
and



(ii) Without limitation, any and all claims known or unknown as of the date of execution of
this Agreement for tortious injury, breach of contract, and/or wrongful discharge (including,
without limitation, any claim for violation of public policy or constructive discharge), any
personal gain with respect to any claim arising under the qui tam provisions of the False Claims
Act, 31 U.S.C. 3730 or any other whistleblower claim, all claims for infliction of emotional
distress, all claims for slander, libel, or defamation of character, and all claims for
reinstatement, back pay, front pay, compensatory or punitive damages, severance pay, attorneys’
fees, or costs, as related to Employee’s employment by Alion, or the terms and conditions or
termination of his employment, benefits or compensation, or termination of such employment; and



(iii) Without limitation, any and all claims known or unknown based upon any allegation of
employment discrimination, including, without limitation, discrimination on the basis of race,
color, sex, sexual orientation, age (including any claim pursuant to the federal Age Discrimination
in Employment Act), religion, disability, national origin or any other classification protected
under applicable law; and



(iv) Without limitation, any and all claims known or unknown based upon, arising out of or in
any way relating to the phantom stock grant agreements by and between Employee and Company
(collectively the “Phantom Stock Agreements”).



(b) It is agreed and understood that this release is a GENERAL RELEASE to be construed in the
broadest possible manner consistent with applicable law. Employee hereby acknowledges and agrees
that by signing this Agreement, he is signing this General Release.



(c) Employee acknowledges and agrees as follows:



(i) Employee has not filed or pursued any claim released hereby against any Releasee by filing
a lawsuit in any local, state or federal court for or on account of anything which has occurred up
to Execution Date as a result of Employee’s employment or termination of employment, and Employee
shall not seek reinstatement or future employment with, or damages of any nature, severance pay,
attorneys’ fees, or costs from any Releasee;



(ii) Employee has been given the opportunity, if he so desires, to consider this Agreement for
twenty-one (21) days before executing it. Any change made to the Agreement during the 21-day
period, whether material or not, will not restart the running of the 21-day period. In the event
that Employee executes this Agreement within twenty-one (21) days of the date of its delivery to
him, he acknowledges that such decision was entirely voluntary and that he had the opportunity to
consider this Agreement for the entire twenty-one (21) day period. For a period of seven (7) days
from the date of the execution of this Agreement, Employee shall retain the right to revoke the
waiver of claims arising under the Age Discrimination in Employment Act (“ADEA”), a federal statute
that prohibits employers from discriminating against employees age 40 and over on the basis of age.
In order to exercise his right to revoke the waiver of his ADEA claims in accordance with 29
U.S.C. § 626, Employee must provide written notice to Alion, c/o Kathy Madaleno, Director of Human
Resources, 1750 Tysons Boulevard, Suite 1300, McLean, Virginia 22102, no later than 5:00 p.m. on
the seventh calendar day following his execution of the Agreement. If Employee elects to exercise
this revocation right, the Agreement shall be voidable in its entirety at the discretion of the
Company and, if it so chooses to void the Agreement, the Company shall then be relieved of any and
all obligations to may any payments required under this Agreement. If Employee does not revoke the
waiver of claims under the ADEA, or if the Company chooses not to void the Agreement after receipt
of a timely revocation of the ADEA waiver, he understands and agrees that it will become fully
enforceable immediately after the expiration of such revocation period;



(iii) Employee has been and is advised to consult an attorney regarding this Agreement prior
to executing it and that he has been given sufficient time to do so;



(iv) Employee has received full and adequate consideration for this General Release; and



(v) Employee fully understands and acknowledges the significance and consequences of this
Agreement and represents by his signature that the terms of this Agreement are fully understood and
voluntarily accepted by him. This Agreement has been individually negotiated by Employee and is not
part of a group exit incentive or other group employment termination program.



(d) Excluded from this General Release are any claims or rights which cannot be waived by law,
including the right to challenge the enforceability of this Agreement and the Employee’s right to
file a charge with an administrative agency or participate in any agency investigation where that
agency expressly prohibits such a waiver. However, Employee is waiving his right to recover any
money or to reinstatement with any Releasee in connection with such a charge or investigation.
Employee is also waiving his right to recover money in connection with a charge filed by any other
individual or by the Equal Employment Opportunity Commission or any other federal, state or local
agency.



     


Signature



     


Printed Name



     


Date




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