exv10w44



 






Exhibit 10.44




SECOND AMENDMENT TO THE ALION SCIENCE AND TECHNOLOGY

CORPORATION DIRECTORS’ DEFERRED COMPENSATION PLAN



WHEREAS, Alion Science and Technology Corporation (“Alion”) adopted the Alion Science and
Technology Corporation Directors’ Deferred Compensation Plan (the “Plan”), effective January 1,
2003; and



WHEREAS, Alion desires to further amend the Plan to comply with the provisions of the new Section
409A of the Internal Revenue Code of 1986, as amended, by the enactment of the “American Jobs
Creation Act of 2004” on October 22, 2004;



NOW, THEREFORE, pursuant to the powers reserved in Section 10.2 of the Plan, the plan is hereby
amended, effective January 1, 2003, as follows:




Section 1



Article 1 of the Plan is hereby amended as follows:



Section 1.25 is amended by inserting “or payment” after the word “exercise”.




Section 2



Article 3 of the Plan is hereby amended as follows:



Section 3.1(a) is
amended by striking in the table therein contained the terms “0% to 100% in 1%
increments” in the last cell in the column labeled “Minimum Amount” relating to SARs and inserting
in lieu thereof “100%”.



Section 3.2(c) and (d) are amended to read as follows:



“(c) Timing of Election to Defer Annual Directors’ Fees. To be effective for any Plan
Year, an Election Form to defer a percentage of Annual Directors’ Fees must be received by the
Committee prior to January 1 of the Plan Year to which these payments relate. However, if an
individual first becomes eligible to participate in the Plan on or after the Effective Date and on
a date other than January 1, the individual may submit an Election Form to defer a percentage of
Annual Directors’ Fees for the remainder of the Plan Year in which he or she becomes a Participant
if the Election Form is submitted within thirty (30) days after becoming eligible to participate in
the Plan; provided, however, that the Election Form shall apply only to compensation not yet
earned.



“(d) A Participant may elect to defer receipt of all of any SAR Award. A Participant’s election
must be made at least twelve months prior to the date that the applicable SAR or Phantom Stock
Award vests. Such deferrals shall be considered “Redeferrals” under §409A of the Code, and, as
such, must be made for a minimum of five years, and must


 









 






not be distributed in the event of Termination of Employment or Change in Control that precedes
five years from the effective date of such deferral.”




Section 3



Article 4 of the Plan is hereby amended as follows:



Section 4.1 is amended by inserting “for Directors’ Fees deferrals only,” between “(ii)” and “the
date of the Participant’s Termination of Directorship.” in the last sentence thereof.




Section 4



Article 5 of the Plan is amended by striking from the title thereof “; Early Withdrawal Election”,
and further by striking Section 5.2.




Section 5



Article 6 of the Plan is amended by inserting in Section 6.1 thereof “, except for deferrals of
SARs or Phantom Stock” before the phrase “the Participant’s death or disability”.



Except as amended by this instrument, the Plan, as previously stated, shall remain in full force
and effect. All Election Agreements heretofore executed and in effect for compensation, as defined
in the Plan, earned and deferred prior to December 31, 2004, shall be deemed to be effective under
the terms and conditions of the Plan prior to this Second Amendment.



IN WITNESS WHEREOF, Alion has caused this instrument to be executed as of this 9th day of November,
2004, but effective as of the same date.




ALION SCIENCE AND TECHNOLOGY CORPORATION



By: /s/ Bahman Atefi



Chief Executive Officer