Exhibit 10.20
**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 Illinoisnot-for-profit corporation (“Assignor”), Alion Science and TechnologyCorporation, a Delaware corporation (“Assignee”) and Gary Amstutz, anindividual (“Amstutz”).
**RECITALS**
     **WHEREAS,**Assignor and Assignee entered into that certain Fourth Amendedand Restated Asset Purchase Agreement, dated November 18, 2002 with effect asof June 4, 2002 (the “Purchase Agreement”), pursuant to which Assignee willacquire substantially all of the assets of Assignor as of the date hereof;
     **WHEREAS,**Assignor and Amstutz entered into that certain EmploymentAgreement, dated the 14th day of February, 2000 (the “Employment Agreement”), acopy of which is attached hereto as Exhibit A, pursuant to which Assignor andAmstutz agreed upon the terms of Amstutz’s employment with Assignor;
     **WHEREAS**, pursuant to the Employment Agreement, Amstutz was employed as theChief Financial Officer and Treasurer of Assignor;
     **WHEREAS**, Amstutz currently serves as Senior Vice President and ExecutiveDirector of Finance of Assignee;
     **WHEREAS,**Assignor and Amstutz desire to amend the terms of the EmploymentAgreement such that Amstutz’s positions with IITRI will change from ChiefFinancial Officer and Treasurer, to Senior Vice President and ExecutiveDirector of Finance; and
     **WHEREAS**, Assignor then desires to assign and transfer to Assignee, andAssignee desires to accept and assume, all of Assignor’s rights, interest andobligations in and with respect to the Employment Agreement.
     **NOW, THEREFORE,**in consideration of the premises set forth above and therespective covenants and agreements contained in this Agreement, and for othergood and valuable consideration, the receipt and sufficiency of which is herebymutually acknowledged, and intending to be legally bound, the parties heretohereby agree as follows:
     1.     Change of Position. In accordance with Section 15.E of the EmploymentAgreement, Assignor and Amstutz hereby agree that Section 1 of the EmploymentAgreement shall be deleted and replaced with the following text:
 "**1.    Employment.**Company hereby employs the Employee as Senior VicePresident and Executive Director of Finance, and agrees tocontinue the Employee in that position (or in any other positionupon which the parties mutually agree) during the term of thisAgreement unless terminated earlier in accordance with
 

 

 Paragraph 10 of this Agreement (“Term and Termination”).”
     2.     Assignment and Assumption. Assignor hereby assigns, transfers andconveys to Assignee all of the rights, interest and obligations of Assignor inand with respect to the Employment Agreement, and Assignee hereby accepts theassignment, transfer and conveyance of all of the rights, interest andobligations in and with respect to the Employment Agreement.
     3.     Consent, Acknowledgement and Waiver
            (a) Amstutz hereby consents to the assignment of the Employment Agreementby Assignor to Assignee, and the assumption of the Employment Agreement byAssignee from Assignor, on the terms and conditions contained in thisAgreement.
            (b) Amstutz hereby acknowledges that as of the date hereof, (i) he will nolonger be employed as a Senior Vice President and the Executive Director ofFinance of Assignor, and (ii) he will continue in his employment as a SeniorVice President and as the Executive Director of Finance of Assignee, subject tothe terms and conditions of the Employment Agreement, as amended pursuant tothis Agreement and as assigned and assumed pursuant to this Agreement.
            (c) Amstutz hereby acknowledges and agrees that the assignment of theEmployment Agreement by the Assignor to Assignee does not constitute atermination of his employment relationship with the Assignor without Cause (asdefined in Section 10.C of the Employment Agreement).
     4.     No Termination Payments. Notwithstanding any provision of theEmployment Agreement to the contrary, Amstutz acknowledges and agrees that heshall not receive from Assignor or from Assignee any severance payment underSection 10.D of the Employment Agreement or any other retention payment,termination payment, benefits or other compensation in connection with or inrespect of the assignment of the Employment Agreement by the Assignor to theAssignee. Except to the extent required by applicable laws, Amstutz shall notbe entitled to any continuing employment benefits from the Assignor after thedate hereof.
     5.     Release.
            (a) Release by Amstutz. Except for a claim based upon a breach of thisAgreement, Amstutz hereby knowingly and voluntarily releases the ReleasedParties (as defined below) from any and all claims, suits, demands, action orcauses of action of any kind or nature whatsoever, whether the underlying factsare known or unknown, which Amstutz now has or claims, or might have or claim,pertaining to or arising out of the Employment Agreement, Amstutz’s employmentby the Assignor, or the assignment of the Employment Agreement by the Assignorto the Assignee, and Amstutz hereby represents to the Released Parties that hehas not assigned any such claims, suits, demands, actions or causes of actionto any third party. This release covers all claims of any kind (except for aclaim based upon a breach of this Agreement) under any local, state, or federalcommon law, statute, regulation or ordinance, including without limitationthose claims dealing with employment discrimination, including, withoutlimitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.2000e et seq., 42 U.S.C. 1981,
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the Age Discrimination in Employment Act, as modified by the Older WorkersBenefit Protection Act, the Civil Rights Act of 1991, the Americans withDisabilities Act, or claims under the Family and Medical Leave Act, or forbreach of contract, misrepresentation, defamation, wrongful discharge under thecommon law of any state, infliction of emotional distress or any other tortunder the common law of any state. This release shall run to and be for thebenefit of the Assignor and each of its affiliated or related entities, and allpredecessors, successors and assigns thereof and each of their trustees,members, governors, directors, officers, employees, agents and attorneys, pastor present, and all predecessors, successors, heirs and assigns thereof,excluding in each case the Assignee (collectively “Released Parties”). Thisrelease shall run to and be binding upon Amstutz and his heirs, assigns andpersonal representatives.
            (b) Release by the Assignor. Except for a claim based upon a breach ofthis Agreement or a claim arising in connection with the Purchase Agreement orthe other agreements and documents delivered in connection with the PurchaseAgreement (the “Transaction Documents”) to which the Assignor is a party andthe transactions contemplated thereby, Assignor, for itself and on behalf ofeach of the Released Parties, hereby knowingly and voluntarily releases Amstutzand Amstutz’s heirs, assigns and personal representatives from any and allclaims, suits, demands, actions or causes of action of any kind or naturewhatsoever, whether the underlying facts are known or unknown, which theAssignor or the Released Parties now have or claim, or might have or claim,pertaining to or arising out of the Employment Agreement, Amstutz’s employmentby the Assignor, or the assignment of the Employment Agreement by the Assignorto the Assignee, and the Assignor, for itself and on behalf of the ReleasedParties, hereby represents that it has not assigned any such claims, suits,demands, actions, or causes of action to any third party. This release coversall claims of any kind (except for a claim based upon a breach of thisAgreement or the other Transaction Documents to which the Assignor is a party)under any local, state, or federal common law, statute, regulation orordinance, including without limitation those claims dealing with breach ofcontract, misrepresentation, defamation, or for any tort under the common lawof any state.
     6.     Further Acts. The parties hereto further undertake and promise toexecute, deliver and file any and all agreements, instruments, documents anddeclarations, and to take any and all other acts necessary to effectuate andevidence any of the foregoing, including but not limited to any acts necessaryin order to have the rights, interest and obligations in and with respect tothe Employment Agreement by and in Assignee reflected in all official recordsof all relevant federal, state and local agencies.
     7.     Waiver of Compliance. Any failure by any party hereto to enforce atany time any term or condition under this Agreement shall not be considered awaiver of that party’s right thereafter to enforce each and every term andcondition of this Agreement.
     8.     Entire Agreement. This instrument contains the entire agreement andunderstanding of the parties hereto with respect to the subject matter hereinand 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
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convenience of reference and shall not control or affect the meaning orinterpretation of any of the provisions.
     10.     Counterparts. This Agreement may be executed in one or morecounterparts, 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 thestate of Illinois, without regard to the conflicts of law principles of suchstate.
*[Signatures follow on next page]*
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**[Exhibit 10.20]**
     **IN WITNESS WHEREOF**, the parties hereto have duly executed this Agreementon the date first written above.  **IIT RESEARCH INSTITUTE**  By: /s/ Lew Collens Name:Its:  **ALION SCIENCE AND TECHNOLOGYCORPORATION**  By: /s/ Bahman Atefi  Name:Its:  /s/ Gary Amstutz  Gary Amstutz 
 

 

**EXHIBIT A**