Exhibit
10.19


 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


                THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT is made
effective as of February 6, 2006, by and between Duratek, Inc., a Delaware
corporation (the “Company”) and
the undersigned (“Employee”).


 


Recitals:


 


A.            Employee and the
Company entered into an employment agreement effective as of November 1, 2002
(the “Employment Agreement”); and


B.            Employee and the
Company wish to amend the terms of the Employment Agreement in this Agreement.


Agreement:


NOW,
THEREFORE, in consideration of the agreements contained herein
and of such other good and valuable consideration, the sufficiency of which
Employee acknowledges, the Company and the Employee, intending to be legally
bound, hereby agree that the Employment Agreement is hereby amended in the
following respects:


1.             Section 2 entitled “Duties”
is hereby amended and restated in its entirety to read as follows:


 


                                “During the
Term, Employee shall serve as Senior Vice President (hereinafter, “Senior Vice
President”) of the Company and President, Duratek Federal Services and shall
report to, and have those duties, responsibilities, and authority assigned to
him from time to time by, the Chief Executive Officer of the Company
(hereinafter, the “CEO”) or the CEO’s designee; provided, further, that all
determinations that may be made by the CEO under this Agreement may also be
made by the CEO’s designee.  Employee
shall have the powers and authority consistent with such responsibilities,
duties, and authority.  Employee shall
devote substantially all his working time, attention, knowledge, and skills
faithfully, diligently, and to the best of his ability, in furtherance of the
business and activities of Company. 
During the Term, Employee shall refrain from engaging in any activity which
is or may be contrary to the welfare, interests, or benefits of Company and
from engaging in any activity which is or may be competitive with the
activities of Company.  The principal
place of performance by Employee of his duties hereunder shall be Company’s
principal offices in Columbia, Maryland or such other location as agreed to by
Employee and Company, although Employee may be required to travel outside of
the area where Company’s principal executive offices are located in connection
with the business of Company, to an extent substantially consistent with
Employee’s present business travel obligations. Nothing in this 


 


 

















 


Section shall
preclude Employee from engaging in charitable, professional, and community
activities, in each case as long as such activities do not interfere, conflict,
or give the appearance of conflicting in any way with Employee’s performance
under this Agreement.”


 


2.             A new sentence is added to the end
of section 8(e) to read as follows:


 


                                “Notwithstanding
anything in this Section 8(e) to the contrary, this Section 8(e) shall not
apply to a termination of the Employee’s employment that occurs within twelve
(12) months after a Change of Control.”


 


3.             Amendment and
Waiver.  The provisions of this
Amendment may be amended and waived only with the prior written consent of the
parties hereto.


4.             Complete Agreement.  The Employment Agreement, as amended by this
Amendment, contains the entire agreement and understanding between the Company
and Employee with respect to Employee’s employment and supersedes all
employment agreements, whether written or oral, relating to Employee’s
employment with the Company.


 


5.             Effect of the
Amendment on Employment Relationship. 
Nothing in this Amendment shall be construed as conferring upon the
Employee any right to continue in the employ of (or otherwise provide services
to) the Company, or to limit in any respect the right of the Company to
terminate the Employee’s employment or other relationship with the Company at
any time.


 


 


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


 


	
   

  	
  DURATEK, INC.

  
	
   

  	
   

  
	
  By:
  

  	
   

  	
  /s/
  Robert E. Prince

  
	
   

  	
  Robert E. Prince

  
	
   

  	
  President/CEO

  
	
   

  	
   

  
	
  Agreed
  and Accepted:

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  William R. Van Dyke

  	
   

  
	
  NAME: William R.
  Van Dyke

  	
   

  
				



 


 


 


 


 


 


 


 


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