**Exhibit 10.74****SECOND ADDENDUM TO EMPLOYMENT AGREEMENT**     **THIS SECOND ADDENDUM TO EMPLOYMENT AGREEMENT**(the “Second Addendum”) is made this21st day of April, 2006, by and between Alion Science and Technology Corporation, aDelaware corporation (the “Company”) and James C. Fontana (the “Employee”).     WHEREAS, the Company and Employee entered into an Employment Agreement dated February 2, 2004(the “Employment Agreement”); and     WHEREAS, the Company and Employee entered into an Addendum to Employment Agreement dated May28, 2004 (the “First Addendum”); and     WHEREAS, the Company and Employee desire to amend the Employment Agreement by extending itsterm and clarifying eligibility for Change of Control benefits.     NOW THEREFORE, in consideration of the foregoing recitals and mutual promises and conditionsset forth herein, and other valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Company and the Employee agree as follows:     **1. ****Term of Employment Agreement****.**The term of the Employment Agreement and FirstAddendum shall be extended for a period commencing as of February 2, 2006 through December 31,2007.     **2. ****Eligibility for Change of Control Benefits****.**The first paragraph of Section 6 ofthe Employment Agreement shall be deleted and replace with the following:     “**Eligibility for Change of Control Benefits****.**If Employee terminates employment (forreasons other than set forth in Section 6D below) with any successoror assign (or any of their respective affiliates) of the Company at any time during the twentyfour (24) month period beginning on the effective date of a Change in Control
 

 
(the “Protection Period”), he shall be entitled to the Change of Control Benefits described in Section 5. If duringthe Protection Period, Employee terminates his employment for Good Reason (as defined below) bydelivering to the successor or assign of the Company (or its respective affiliate), as applicable,each no later than thirty (30) days after learning of the occurrence of an event constituting GoodReason: (i) a Preliminary Notice of Good Reason (as defined below); and (ii) a Notice ofTermination (as defined below); Employee shall have the right, in his sole and reasonablediscretion, to receive Change of Control Benefits. For purposes of this Agreement, the followingterms shall have the respective meanings:”     In addition, a new Section 6D shall be inserted as follows:“D. Notwithstanding any other provision under this Agreement, Employee shall not be entitled toreceive Change of Control Benefits in the event that: (i) the Company’s successor or assign (or anyof its respective affiliates) terminates Employee’s employment for Cause; (ii) Employee dies (inwhich case the Company shall pay to Employee’s heir or personal representatives, as the case maybe, six (6) monthly payments, each equal to one-twelfth (1/12) of Employee’s then-current salary,commencing with the first calendar month after termination); (iii) Employee is determined to betotally and permanently disabled (in which case the Company shall pay to Employee six (6) monthlypayments, each equal to one-twelfth (1/12) of Employee’s then-current salary less any paymentsunder the Company’s long term disability insurance plan that Employee receives or is entitled toreceive in each such month, commencing with the first calendar month after termination); (iv) theCompany’s successor or assign (or any of its respective affiliates) terminates Employee’semployment without cause (in which case the Company shall make a lump-sum severance payment toEmployee equal to one year of Annual Base Salary as of the Date of Termination); or (v) Employeeresigns other than for Good Reason (in which case the Company shall have no further obligations toEmployee under this Agreement, including without limitation paymentof future compensation or benefits). In any such event, Employee, inaddition to any benefits payable in accordance with this Agreement.
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and except asotherwise provided in this Agreement, shall be entitled only to his salary and benefits accrued orearned and vested under other plans, programs, policies, practices and coverage of the Company’ssuccessor or assign (or any of its respective affiliates).”     **3. OtherTerms. All other terms and conditions of the Employment Agreement and First Addendumshall remain the same.   **ALION SCIENCE AND TECHNOLOGY** **EMPLOYEE****CORPORATION**     /s/ Stacy Mendler /s/ James C. Fontana   Signature James C. Fontana   Stacy Mendler, EVP     Name and Title  
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