Exhibit
10.32


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This Executive
Employment Agreement (this “Agreement”) is made effective June 6, 2002, by and
between Duratek, Inc., a Delaware corporation having its principal place of
business at 10100 Old Columbia Road, Columbia, Maryland 21046 (hereinafter,
“Company”), and Willis W. Bixby (hereinafter, “Employee”).


RECITALS


WHEREFORE,
Company desires to employ Employee as Vice President, subject to the terms and
provisions of this Agreement, and Employee desires such employment with
Company, subject to the terms and provisions of this Agreement.


AGREEMENT


NOW, THEREFORE,
in consideration of the promises and the mutual covenants contained herein and
for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties agree as follows:


1.             Term.  Unless earlier terminated as provided herein,
Company hereby agrees to employ Employee and Employee hereby accepts such
employment for a two year period commencing June 6, 2002 and ending on June 6,
2004, upon the terms and conditions hereinafter set forth.  Commencing on June 6, 2004 and each June 6
thereafter, the Term shall automatically be extended for one additional year,
unless this Agreement has been previously terminated pursuant to Section 8 of
this Agreement or, not later than the December 1st immediately preceding such
June 6 anniversary, Company or Employee shall have given written notice to the
other that it does not wish to extend this Agreement.  For the purposes of this Agreement, the term
as defined in this Section, including any extension thereof, shall be the
“Term.”


2.             Duties.  During the Term, Employee shall serve as Vice
President (hereinafter, “Vice President”) of Company and shall report to, and
have those duties, responsibilities, and authority assigned him from time to
time by, the Chief Executive Officer of Company (hereinafter, the “CEO”).  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 executive 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.


3.             Salary.  In consideration for the services to be
rendered by Employee hereunder and for all rights and covenants granted herein,
Company shall pay to Employee a gross salary in the amount of $145,600.00 per
year (hereinafter, the “Salary”) commencing July 8, 2002.  This Salary shall be paid in equal monthly or
bi-weekly installments, in accordance with the customary payroll practices of
Company and subject to such deductions as are required by law and applicable
regulations.  This salary may be
increased from time to time at the discretion of the Compensation Committee of
the Board of Directors of the Company. 
From the date hereof until July 8, 2002, Employee shall continue to be
paid at this current salary.


4.             Cash Bonus.  Employee will continue to be eligible to
receive cash bonuses pursuant to the Company’s Key Leader Compensation Plan
(the “Key Leader Compensation Plan”); provided, however, that Company
may not reduce Employee’s target bonus amount (represented as a percentage of
base salary) from that in effect as of the date hereof or as may be increased
from time to time.  In the event that
Company amends or terminates the Key Leader Compensation Plan, Company shall
provide Employee with an annual cash bonus program that will provide him with
an opportunity to realize an annual cash bonus which is not less than the
target bonus amount (represented as a percentage of base salary) that exists
under the Key Leader Compensation Plan at the time it is amended or terminated,
which opportunity shall be reasonably comparable to Employee’s opportunity
under the Key Leader Compensation Plan as of the date hereof.


5.             Equity
Incentive Plan.  Employee will continue to be eligible to
receive equity incentives pursuant to the Executive Compensation Plan.  All awards pursuant to the Executive
Compensation Plan shall be subject to the terms and provisions of the 1999
Stock Option and Incentive Plan, or any similar plan, and any award agreement
with respect to such award.  The vesting,
exercisability and termination provisions regarding such awards shall be
subject to the terms and provisions of the 1999 Stock Option and Incentive Plan,
or other similar plan pursuant to which the award was made, and the
corresponding award agreement.


6.             Employee
Benefits.   Employee shall be
entitled to participate in or receive benefits under any employee benefit plan,
arrangement or perquisite made available by Company to its executives and key
management employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans, arrangements and
perquisites.  Nothing paid to Employee
under any plan, arrangement or perquisite presently in effect or made available
in the future shall be deemed to be in lieu of the salary and bonus payable to
Employee pursuant to Sections 3, 4, and 5 hereof.  Any payments or benefits payable to Employee
hereunder in respect of any year during which Employee is employed by Company
for less than the entire such year shall, unless otherwise provided in the
applicable plan or arrangement be prorated in accordance with the number of
days in such year during which he is so employed.


 


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7.             Vacations.  Employee shall be entitled to three weeks’
vacation (personal time benefit) in each calendar year, or such greater amount
of vacation as may be determined in accordance with Company’s vacation policy
as in effect on the date hereof. 
Employee shall also be entitled to all paid holidays and personal days
given by Company to its executives.


8.             Termination.  Notwithstanding the provisions of Section 1
hereof, Employee’s employment with Company may be earlier terminated by either
party at any time, subject to the following restrictions (except that
termination due to death or disability of Employee shall be governed by Section
9 below):


                (a) at any time during the Term, Company may
terminate this Agreement for Cause upon written notice to Employee.  For purposes hereof, “Cause” shall be defined
as: (i) Employee’s willful material misconduct or neglect in the performance of
his duties as determined by the CEO; (ii) Employee’s conviction by a court of
competent jurisdiction of any felony, offense punishable by imprisonment in a
state or federal penitentiary, or any offense, civil or criminal, involving
fraud, moral turpitude or immoral conduct; (iii) Employee’s use of illegal
drugs or abusive use of prescription drugs as determined by a licensed
physician or physicians designated by Company to examine Employee; or (iv)
Employee’s willful material breach of this Agreement as determined by the CEO,
which breach is not cured within thirty (30) days after Employee’s receipt of
written notice from Company specifying such breach and demanding a cure
thereof;


                (b) at any time during the Term and upon six (6)
months prior written notice to Company, Employee may terminate this Agreement
for “Good Reason.”  For the purposes of
this Agreement, “Good Reason” shall mean (i) Company’s failure to perform or
observe any of the material terms or provisions of this Agreement and continued
failure of Company to cure such default within thirty (30) days after written
demand for performance has been given to Company by Employee, which demand
shall describe specifically the nature of such alleged failure to perform or
observe such material terms or provisions, (ii) a material reduction in the
scope of Employee’s duties, authority, responsibilities or title as in effect
immediately prior to such reduction; (iii) Company’s assignment to Employee of
duties which are inconsistent with Employee’s position as Vice President; (iv)
a reduction by Company in Employee’s base salary or in any other benefits made
available to other senior executives of Company; or (v) Employee’s relocation
to a facility or a location more than fifty (50) miles from the then present
location without Employee’s prior written consent, and in each case the failure
of Company to cure the same within thirty (30) days after receipt of written
notice thereof from Employee;


                (c)  at any
time during the Term and upon six (6) months prior written notice to Employee,
Company may terminate this Agreement for any reason other than Cause, and at
any time during the Term and upon six (6) months prior written notice to
Company, Employee may terminate this Agreement for any reason other than Good
Reason;


                (d) upon termination of this Agreement by Company for
Cause or by Employee for any reason other than Good Reason, Employee shall be
entitled only to his Salary up to the date of the termination of this
Agreement, and Company shall have no 


 


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further obligation or
duties to Employee, and Employee shall have no further obligation or duties to
Company except as provided in Sections 10, 11, and 12;


                                                (e)
upon termination of this Agreement by Company for any reason other than Cause
or by Employee for Good Reason, Company shall continue to pay Employee’s Salary
and provide Employee with benefits comparable to those Employee received
pursuant to Sections 6 and 7, immediately prior to the effective date of
termination through the twelfth full month following the effective date of termination
(hereinafter, the “Severance Period”), and Employee shall have no further
obligations or duties to Company, except as provided in Sections 10, 11,
and 12.  Company shall have no further
obligation or duties to Employee other than as set forth in this Section
8(e).  Employee’s entitlement to amounts
owing pursuant to this Agreement shall not be dependent upon Employee’s efforts
to “mitigate” loss or to find other employment, nor shall the amounts owing
pursuant to this Agreement be subject to offset by compensation earned from a
subsequent employer.


                                9.             Disability and Death. 
(a) If during the Term Employee shall become unable to perform his
duties or carry out his responsibilities by reason of illness or injury,
Company shall continue to pay or provide to Employee Salary continuation under
the terms of the disability insurance coverage for officers of Company.  If, however, the disability continues for an
uninterrupted period exceeding six calendar months, Company, at its election,
may terminate this Agreement with no further obligations by Company.  Employee shall be entitled to any benefit for
which Employee qualifies under any long-term disability plan of Company.  The inability of Employee to perform his
duties and carry out his responsibility because of illness or injury shall be
determined by a qualified physician or physicians designated by Company to
examine Employee. To the extent physically and mentally capable, Employee shall
furnish information and assistance to Company and shall be available to Company
to undertake reasonable assignments consistent with the dignity, importance,
and scope of Employee’s prior position and current physical and mental health.


 


(b) If during the Term
Employee shall die, this Agreement shall terminate automatically.  In this event, Company shall pay to
Employee’s estate or to his beneficiaries, Employee’s Salary up to the date of
death.  Company shall have no further
obligation or duties to Employee’s estate or to his beneficiaries.


10.          Restrictive Covenants.


(a)           Confidentiality.  During the Term and continuing
subsequent to any termination or expiration of this Agreement, Employee shall
maintain Information, as defined in Section 10(a)(i) below, as secret and
confidential unless Employee is required to disclose Information pursuant to
the terms of a valid and effective order issued by a court of competent
jurisdiction or a governmental authority. 
Employee shall use Information solely for the purpose of carrying out
those duties assigned him as an employee of Company and not otherwise.  The disclosure of Information to Employee
shall not be construed as granting to Employee any license under any copyright,
trade secret or any right of ownership or right to use the information whatsoever.


 


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                (i)            For the purposes of this Section 10, “Information” shall
mean information related to Company’s business. 
Such information shall include, but shall not be limited to:
(w) any financial, business, planning, operations, services, potential
services, products, potential products, technical information, intellectual
property, trade secrets and/or know-how, formulas, production, purchasing,
marketing, sales, personnel, customer, supplier, or other information of
Company; (x) any papers, data, records, processes, methods, techniques,
systems, models, samples, devices, equipment, compilations, invoices, customer
lists, or documents of Company; (y) any confidential information or trade
secrets of any third party provided to Company in confidence or subject to
other use or disclosure restrictions or limitations; and (z) any other
information, written, oral or electronic, whether existing now or at some time
in the future, whether pertaining to current or future developments, and whether
accessed prior to Employee’s tenure with Company or to be accessed during his
future employment or association with Company, which pertains to Company’s
affairs or interests or with whom or how Company does business.  Company acknowledges and agrees that Confidential
Information shall not include information which is or becomes publicly
available other than as a result of a disclosure by Employee.


                (ii)           Employee shall promptly notify Company if he has reason to
believe that the unauthorized use, possession, or disclosure of any Information
has occurred or may occur.


                (iii)          All physical items containing Information, including,
without limitation, the business plan, know-how, collection methods and
procedures, advertising techniques, marketing plans and methods, sales
techniques, documentation, contracts, reports, letters, notes, any computer
media, customer lists and all other information and materials of Company’s
business and operations, shall remain the exclusive and confidential property
of Company and shall be returned, along with any copies or notes of Employee
made thereof or therefrom, to Company when Employee ceases his employment with
Company.


                (b)           Non-Competition.  Employee
hereby covenants and agrees that at no time during Employee’s employment with
Company and for a period of one year immediately following termination of
Employee’s employment with Company, whether voluntary or involuntary, shall
Employee (i) develop, own, manage, operate, or otherwise engage in, participate
in, represent in any way or be connected with, as officer, director, partner,
owner, employee, agent, independent contractor, consultant, proprietor,
stockholder (except for the ownership of a less than 5% stock interest in a
publicly traded company), or otherwise, any business or activity competing with
Company or its affiliates within the United States; (ii) act in any way,
directly or indirectly, with the purpose or effect of soliciting, diverting or
taking away any business, customer, client or any supplier of Company; or (iii)
otherwise compete with Company in the sale or licensing, directly or
indirectly, as principal, agent or otherwise, of any products competitive with
the products, or services competitive with the services, developed or marketed
by Company within the United States. 
Employee acknowledges that he will provide unique services to Company
and that this covenant has unique, substantial, and immeasurable value to
Company.


                                                


 


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(c)           Non-solicitation or hiring of employees.  Employee hereby covenants and
agrees that at no time during Employee’s employment with Company and for a
period of one year immediately following termination of Employee’s employment
with Company, whether voluntary or involuntary, will Employee act in any way
with the purpose or effect of (i) hiring any of the employees of Company, its
divisions or subsidiaries or (ii) soliciting, recruiting or encouraging,
directly or indirectly, any of Company’s employees to leave the employ of
Company, its divisions or its subsidiaries.


 


11.          Discoveries, Inventions,
Trade Secrets, Trade Names, Copyrights, and Patents.  As part of the rights granted herein to
Company, Employee agrees that all right, title and interest of any kind and
nature whatsoever in and to any inventions, product, know-how, trade secrets,
patents, trademarks, methods, procedures, copyrights, seminars, discoveries,
improvements, ideas, creations, and other technical properties, whether or not
patentable or subject to rights of copyright and/or trademark, which are
conceived or made by Employee during the Term, and which are related to any of
the business and/or activities of Company and any other
lines of business which Company subsequently pursues in any form to include but
not be limited to a strategic plan, research, feasibility studies, development,
manufacturing, and customer contact (including but not limited to intellectual
property, know-how, trade secrets, and patents in process or granted) or the
performance by Employee of his services hereunder, shall be and become the sole
and exclusive property of Company for all purposes.  Employee shall promptly disclose to Company
any such conception or other work product of the type as is generally described
in the immediately preceding sentence. 
Employee agrees to execute any and all applications, assignments and
other written instruments that Company may deem necessary and appropriate to
confirm the title and interest of Company therein and thereto.  The obligations of Employee under this
Section 11 shall be binding upon his assignees, employers, other corporate or
research affiliates, executors, administrators and heirs.  The grant, transfer and assignment to Company
by Employee of rights to intellectual properties shall remain effective for
such periods of time as applicable law may permit with respect to the ownership
of any such intellectual property or materials.


12.          Enforcement.
Employee understands and agrees that he will provide unique services to Company
and that the restrictions contained in Sections 10 and 11 of this Agreement are
reasonable, fair, and equitable in scope, terms, and duration, are necessary to
protect the legitimate business interests, trade secrets, and good will of
Company, and are a material inducement to Company to enter into this Agreement,
and that any breach or threatened breach of the restrictions stated in Sections
10 and 11 would cause Company substantial and irreparable harm for which there
is no adequate remedy at law.  Therefore,
Employee agrees and consents to the issuance of injunctive relief in favor of
Company by any court of competent jurisdiction, where, in Company’s sole
discretion, Company has acted upon reasonable information concerning a breach
or potential breach of this Agreement, to enjoin the breach of any of the
covenants of Employee contained in Sections 10 and 11 of this Agreement.  Nothing contained in this Section shall
invalidate or waive any other rights or remedies which Company may have at law
or in equity.


 


 


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13.          Indemnification;
Directors’ and Officers’ Insurance.


(a)           While
Employee is employed by Company pursuant to this Agreement, Company covenants
that it will not repeal or modify any right to indemnification or limitation of
liability under Company’s Amended and Restated Certificate of Incorporation,
By-Laws, or otherwise so as to adversely affect any right or protection of a
director or officer of Company existing at the time of such repeal or
modification.


(b)           Company agrees to provide to Employee
and keep current at all times during Employee’s employment, at its expense,
director’s and officer’s liability insurance, with Employee named as the
beneficiary, with such coverage limits as are determined in the reasonable
discretion of the Board of Directors of the Company.


14.          Change in Control.  Notwithstanding
any other provisions of this Agreement, Company agrees that in the event a
Change of Control (as hereinafter defined) occurs and Employee leaves the
employment of Company and the combined entity for whatever reason (other than
(i) termination for Cause, (ii) death, (iii) permanent disability as described
in Section 9 hereof or (iv) by Employee for any reason other than Good Reason):


(a)           If the termination occurs within
twelve months after a Change of Control, Company shall continue to pay
Employee’s Salary through the twelfth (12th) full month following
the effective date of termination.  The
six (6) month notice requirement  prior
to the effective date of termination pursuant to Sections 8(b) and 8(c) shall
continue to be applicable following a Change in Control.


(b)           To the extent eligible, Employee
shall continue to be covered by all noncash benefit plans of Company, except
for the retirement plans or retirement programs in which Employee participates
or any successor plans or programs in effect on the date of a Change in
Control, for 12 months thereafter; provided, however, that if during such time
period Employee should enter into the employment of a competitor of Company,
participation in such noncash benefit plans would cease.  In the event Employee is ineligible under the
terms of such plans to continue to be so covered, Company shall use its best
efforts to provide substantially equivalent coverage through other
sources.  If Company is unable to provide
substantially equivalent coverage through other sources, then Company shall pay
in cash to Employee the amount Company would have had to expend to provide such
coverage assuming standard risk.


(c)           Employee’s payments received
hereunder shall be considered severance pay in consideration of past service,
and pay in consideration of continued service from the date hereof and
entitlement thereto shall not be governed by any duty to mitigate damages by
seeking further employment nor offset by any compensation which may be received
from future employment.


(d)           The specific arrangements referred to
above are not intended to exclude Employee’s participation in other benefits
available to executive personnel generally or to preclude other compensation or
benefits as may be authorized by the Board of Directors of the Company from
time to time, or as a result of the Change of Control.


 


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(e)         This
Section shall be binding upon and shall inure to the benefit of the respective
successors, assigns, legal representatives and heirs to the parties hereto.


(f)         For
the purpose of this Agreement, a “Change of Control” shall mean: a merger,
consolidation, or reorganization of Company with one or more other entities in
which Company is not the surviving entity, a sale of substantially all of the
assets of Company to another entity, or any transaction (including, without
limitation, a merger or reorganization in which Company is the surviving
entity) that results in any person or entity (or persons or entities acting as
a group or otherwise in concert) other than The Carlyle Group and/or its
affiliates, becoming the beneficial owner of fifty percent (50%) or more of the
combined voting power of all classes of securities of Company or obtaining
(through stock ownership, proxies, or otherwise) the right to elect a majority
of the Board of Directors of the Company.


 


15.          Gross Up Payments  If the payment provided under this
Agreement (the “Contract Payment”) is subject to the tax (the “Excise Tax”)
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(“Code”), Company shall pay Employee on or before the fifth day following the
date of termination, an additional amount (the “Gross-Up Payment”) such that the
net amount retained by Employee, after deduction of any Excise Tax on the
Contract Payment and such other Total Payments (as defined below) and any
federal and state and local income tax and Excise Tax upon the payment provided
for by this Section, shall be equal to the Contract Payment and such other
Total Payments.  For purposes of
determining whether any of the payments will be subject to the Excise Tax and
the amount of such Excise Tax, (i) any other payments or benefits received or
to be received by Employee in connection with a Change of Control of Company or
Employee’s termination of employment, whether payable pursuant to the terms of
this Agreement or any other plan, arrangement or agreement with Company, its
successors, any person whose actions result in a Change of Control of Company
or any corporation affiliated (or which, as a result of the completion of a
transaction causing a Change of Control, will become affiliated) with Company
within the meaning of Section 1504 of the Code (together with the Contract
Payment, the “Total Payments”) shall be treated as “parachute payments” within
the meaning of Section 280G(b)(2) of the Code, and all “excess parachute
payments” within the meaning of Section 280G(b)(1) shall be treated as subject
to the Excise Tax, unless in the opinion of tax counsel selected by Company and
acceptable to Employee, whose acceptance shall not be unreasonably withheld,
the Total Payments (in whole or in part) do not constitute parachute payments,
or such excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered within the meaning of Section
280G(b)(4) of the Code either in their entirety or in excess of the base amount
within the meaning of Section 280G(b)(3) of the Code, or are otherwise not
subject to the Excise Tax, (ii) the amount of the Total Payments that shall be
treated as subject to the Excise Tax shall be equal to the lesser of (A) the
total amount of the Total Payments or (B) the amount of excess parachute payments
within the meaning of Section 280G(b)(1) (after applying clause (i), above),
and (iii) the value of any non-cash benefits or any deferred payment or benefit
shall be determined by Company’s independent auditors in accordance with the
principles of Sections 280G(b)(3) and (4) of the Code.  For purposes of determining the amount of the
Gross-Up Payment, Employee shall be deemed to pay federal income taxes at the
highest marginal rate of federal income  


 


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taxation in the calendar year in which the Gross-Up Payment is to be
made and state and local income taxes at the highest marginal rate of taxation
in the state and locality of Employee’s residence on the date of termination,
net of the maximum reduction in federal income taxes which could be obtained
from deduction of such state and local taxes. 
In the event that the Excise Tax is subsequently determined to be less
than the amount taken into account hereunder at the time of termination of
Employee’s employment, Employee shall repay to Company at the time that the
amount of such reduction in Excise Tax is finally determined the portion of the
Gross-Up Payment attributable to such reduction (plus the portion of the
Gross-Up Payment attributable to the Excise Tax and federal and state and local
income tax imposed on the Gross-Up Payment being repaid by Employee if such
repayment results in a reduction in Excise Tax and/or a federal state and local
income tax deduction) plus interest on the amount of such repayment at the rate
provided in Section 1274(d) of the Code. 
In the event that the Excise Tax is determined to exceed the amount
taken into account hereunder at the time of the termination of Employee’s
employment (including by reason of any payment the existence or amount of which
cannot be determined at the time of the Gross-Up Payment), Company shall make
an additional Gross-Up Payment in respect of such excess (plus any interest
payable with respect to such excess) at the time that the amount of such excess
is finally determined.


 


16.          Survivability.  The provisions of Sections 10, 11 and 12 of
this Agreement shall survive its termination.


17.          Section
Titles.  The titles of the Sections of this Agreement
are for convenience only and shall not affect the interpretation of any Section
hereof.


 


18.        Waiver. A waiver by either party
hereto of any of the terms or conditions of this Agreement in any instance
shall not be deemed or construed to be a waiver of such term or condition for
the future, or of any subsequent breach thereof. All remedies, rights,
undertakings, obligations and agreements contained in this Agreement shall be
cumulative and none of them shall be in limitation of any other remedy, right,
undertaking, obligation or agreement of either party hereto.


 


19.          Severability. The rights and restrictions in this
Agreement may be exercised and are applicable only to the extent that they do
not violate applicable laws, and are intended to be limited to the extent
necessary so that they will not render this Agreement illegal, invalid, or
unenforceable. If any provision of this Agreement shall be deemed to be invalid
or unenforceable, then that provision shall be modified to make it enforceable
to the maximum extent possible, and the remaining provisions of this Agreement
shall not be affected thereby and shall remain in full force and effect.


 


20.          Assignment.  This Agreement requires the personal services
of Employee only, and Employee shall not be entitled to assign any portion of
his duties or obligations hereunder.


 


21.          Notices.  For the purposes of this Agreement, notices,
demands and all other communications provided for in this Agreement shall be in
writing and shall


 


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be deemed to have been
duly given when delivered or (unless otherwise specified) mailed by United
States certified or registered mail, return receipt requested, postage prepaid,
addressed as follows:


 


	
   

  	
  If
  to Employee:

  	
   

  	
  Willis
  W. Bixby

  	
   

  
	
   

  	
   

  	
   

  	
  1514
  Pearl Avenue

  	
   

  
	
   

  	
   

  	
   

  	
  Crofton,
  MD 21114

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If
  to Company:

  	
   

  	
  Duratek,
  Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  10100
  Old Columbia Road

  	
   

  
	
   

  	
   

  	
   

  	
  Columbia,
  Maryland 21046

  	
   

  



 


22.          Governing Law.  This Agreement has been made and executed in
the State of Maryland and shall be governed by the laws of Maryland applicable
to contracts fully to be performed therein.


23.          Waiver of Jury Trial.  THE PARTIES HERETO HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS TRANSACTION.  THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
AGREEMENT.  EACH OF THE PARTIES HERETO
REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT.  IN THE EVENT OF LITIGATION, THIS AGREEMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.


24.          Entire Agreement.  This Agreement constitutes the entire
agreement of the parties and supersedes any and all previous agreements between
the Parties, including the Employment Agreement between Company and Employee
dated October 1, 1999 (the “Prior Agreement”). 
Upon the execution by the parties of this Agreement, the Prior Agreement
shall be terminated and of no further force and effect.  This Agreement may not be modified orally,
but only by an agreement in writing supplied by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.


25.          Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall deemed to be an original but all of which
together will constitute one and the same instrument.


26.          Miscellaneous.  The parties agree to execute all other such
documents as may be required to effectuate or more readily carry out the
provisions hereof.


 


 


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  IN WITNESS WHEREOF,
  Employee and Company have executed this Agreement.

  
	
   

  	
   

  
	
  COMPANY:
  

  

  DURATEK, INC.

  	
  EMPLOYEE:
  

  

  /s/ Willis W. Bixby  

  

  Willis W. Bixby



  
	
  By: /s/ Robert E. Prince

  	
   

  
	
   

  	
   

  
	
  Name: Robert E. Prince

  	
   

  
	
   

  	
  Date: June 7, 2002

  
	
  Title:

  	
  President and CEO

  	
   

  	
   

  
	
  

  Date: June 6, 2002

  	
   

  
					



 


 


 


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