Exhibit 10.19
**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 Stephen J. Trichka, anindividual (“Trichka”).
**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 Trichka entered into that certain EmploymentAgreement, dated the 31st day of December, 2001 (the “Employment Agreement”), acopy of which is attached hereto as Exhibit A, pursuant to which Assignor andTrichka agreed upon the terms of Trichka’s employment with Assignor;
     **WHEREAS**, Assignor and Trichka also are parties to the Retention IncentiveAgreement dated as of September 1, 2002 (the “Retention Agreement”), pursuantto which Trichka is entitled to receive an incentive payment from Assignorpursuant to the terms of such agreement and Assignor’s Flexible Option Plan(the “Deferred Amount”) as a result of the transactions contemplated by thePurchase Agreement but such payment obligations are among the AssumedLiabilities of Assignee under the Purchase Agreement;
     **WHEREAS**, pursuant to the Employment Agreement, Trichka was employed as theGeneral Counsel and as a Senior Vice President of Assignor;
     **WHEREAS**, Trichka currently serves as the General Counsel and as a SeniorVice President of Assignee; and
     **WHEREAS**, Assignor desires to assign and transfer to Assignee, and Assigneedesires 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. 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.
 

 

     2.     Consent, Acknowledgement and Waiver
            (a) Trichka 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) Trichka hereby acknowledges that as of the date hereof, (i) he will nolonger be employed as the General Counsel and as a Senior Vice President ofAssignor, and (ii) he will continue in his employment as General Counsel and asa Senior Vice President of Assignee, subject to the terms and conditions of theEmployment Agreement, as assigned and assumed pursuant to this Agreement.
            (c) Trichka hereby acknowledges and agrees that his employment with theAssignee will be for a term that is equal to the remaining portion of theOriginal Term (as defined in Section 12.A of the Employment Agreement).
            (d) Trichka 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 12.B of the Employment Agreement).
     3.     No Termination Payments or Value Added Payments. Notwithstanding anyprovision of the Employment Agreement to the contrary, Trichka acknowledges andagrees that he shall not receive from Assignor or from Assignee any severancepayment under Section 12.C of the Employment Agreement or any other retentionpayment, termination payment, benefits or other compensation in connection withor in respect of the assignment of the Employment Agreement by the Assignor tothe Assignee. Trichka acknowledges and agrees that he shall not receive, andis not entitled to receive, any Value Added Payment (as such term was definedin the Employment Agreement) in connection with the transactions under thePurchase Agreement or any other transaction and Trichka expressly andirrevocably waives any right to any Value Added Payment under Section 4.A ofthe Employment Agreement and any right to assert any such claim. Except to theextent required by applicable laws, Trichka shall not be entitled to anycontinuing employment benefits from the Assignor after the date hereof.
     4.     Retention Incentive Agreement. Notwithstanding any provision of theRetention Agreement, the Flexible Option Plan or any other agreements orarrangements to the contrary, Trichka hereby expressly and irrevocably waivesany and all rights he has or may have to receive payment of the Deferred Amountfrom Assignor, and any and all other amounts from Assignor under the RetentionAgreement, Assignor’s Flexible Option Plan or any other agreements betweenAssignor and Trichka. Trichka agrees, consents to and acknowledges that,pursuant to the Purchase Agreement, Assignee is assuming all obligations ofAssignor with respect to Trichka, including but not limited to all obligationsof Assignor under the Retention Agreement and Assignor’s Flexible Option Plan.Trichka acknowledges and agrees that he shall not receive the Deferred Amountfrom Assignor or any other amounts from Assignor under the EmploymentAgreement, the Retention Agreement, the Flexible Option Plan or any otheragreement, plan or arrangement with Assignor and hereby expressly andirrevocably waives any right to assert any claim against Assignor to receivethe Deferred Amount or any other amounts. Trichka hereby
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represents that he is making such waiver voluntarily and knowingly with theopportunity to obtain the advice of counsel.
     5.     Release.
            (a) Release by Trichka. Except for a claim based upon a breach of thisAgreement, Trichka 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 Trichka now has or claims, or might have or claim,pertaining to or arising out of the Employment Agreement, Trichka’s employmentby the Assignor, or the assignment of the Employment Agreement by the Assignorto the Assignee, and Trichka 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, the Age Discrimination in Employment Act, asmodified by the Older Workers Benefit Protection Act, the Civil Rights Act of1991, the Americans with Disabilities Act, or claims under the Family andMedical Leave Act, or for breach of contract, misrepresentation, defamation,wrongful discharge under the common law of any state, infliction of emotionaldistress or any other tort under the common law of any state. This releaseshall run to and be for the benefit of the Assignor and each of its affiliatedor related entities, and all predecessors, successors and assigns thereof andeach of their trustees, members, governors, directors, officers, employees,agents and attorneys, past or present, and all predecessors, successors, heirsand assigns thereof, excluding in each case the Assignee (collectively“Released Parties”). This release shall run to and be binding upon Trichka andhis heirs, assigns and personal 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 Trichkaand Trichka’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, Trichka’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.
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     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 forconvenience 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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     **IN WITNESS WHEREOF**, the parties hereto have duly executed this Agreementon the date first written above. **IIT RESEARCH INSTITUTE** By: _____________________________Name:Its: **ALION SCIENCE AND TECHNOLOGYCORPORATION** By: _____________________________Name:Its: ________________________________Stephen J. Trichka
 

 

**EXHIBIT A**