**EXHIBIT 10.32**
February 20, 2004
**Mr. Rob Goff**
**113 Jerdone Place**
**Yorktown, VA 23692**
**Re:**        **Offer of Promotion**
**Dear Rob,**
We are pleased to offer you a promotion with Alion Science and TechnologyCorporation (“Alion” or the “Company”) as Senior Vice President, Sector Managerreporting to Bahman Atefi, Chairman and CEO. Your salary for this full-timeposition will be $ 9,423.08 bi-weekly, which amounts to $245,000 per annum (the“Annual Base Salary”), effective February 14, 2004 (the “Effective Date”).You will be eligible to receive a company-leased automobile under our AutoLease Policy. This is equivalent to a maximum of approximately $1,000 a month.You are also eligible to receive other executive benefits under our policiesfor:
 • Tax Preparation Subsidy  • Physical Fitness Membership Subsidy  • Annual Health Physical Subsidy
All Alion’s Core and Optional Employee Benefits remain the same. In addition,you and the Company agree to the following additional terms, with any referenceto you to mean “Employee”:
 **1.** **Severance.**
          A. If, within two (2) years from the Effective Date, the Companyterminates Employee’s employment without Cause (as defined below), the Companyshall make a lump-sum severance payment to Employee equal to one year of AnnualBase Salary as of the Date of Termination as defined below. There will be nofurther rights to any further compensation or benefits. In the event thatEmployee is terminated for Cause, Employee will not be entitled to anyseverance or other benefits upon termination other than those accrued benefitsprovided to employees pursuant to existing Company policy.
          B. For purposes of this letter, “Cause” is defined as the occurrence ofone of the following: (i) Employee’s material violation of Company policy orany violation of the Company’s Code of Ethics, Conduct and Responsibility; (ii)any act, failure to act, series of acts or failures to act, or course ofconduct on Employee’s part constituting reckless, willful, or criminalmisconduct in the performance of your duties; (iii) any failure to perform, orgross negligence or incompetence in the performance of, Employee’s duties; or(iv) Employee’s commission of a crime involving conversion, misappropriation,larceny, theft, fraud, dishonesty, embezzlement, moral turpitude or any otherfelony, regardless of whether such crime involves the Company.
 

 

 **2.** **Change of Control Benefits.**
          In the event of a Change of Control, as defined in Section 4 below, ifEmployee meets the Eligibility Requirements set forth in Section 3 below, theCompany’s successor or assign shall pay Employee, in lieu of any severancebenefits described above, a lump sum amount equal to the amount of Employee’sAnnual Base Salary as of the Date of Termination as defined below (the “Changeof Control Benefits”). There will be no further rights to any furthercompensation or benefits.
     **3. Eligibility for Change of Control Benefits.**If Employee terminatesemployment with any successor or assign (or any of their respective affiliates)of the Company at any time during the twenty four (24) month period beginningon the effective date of a Change in Control (the “Protection Period”), heshall be entitled to the Change of Control Benefits described in Section 2. Ifduring the Protection Period, Employee terminates his employment for GoodReason (as defined below) by delivering to the successor or assign of theCompany (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) aNotice of Termination (as defined below); Employee shall have the right, inhis sole and reasonable discretion, to receive Change of Control Benefits. Forpurposes of this letter, the following terms shall have the respectivemeanings:
          A. “Good Reason” shall only result upon the occurrence, without Employee’sprior written consent, of one or more of the following events, as determined byEmployee in good faith, during the Protection Period: (i) Employee’s authorityor responsibility has materially diminished as compared to Employee’s authorityand responsibility in effect immediately prior to a Change in Control; (ii)Employee has been assigned permanent duties inconsistent with his position,responsibility and status with the Company immediately prior to the ProtectionPeriod; (iii) there has been an adverse change in Employee’s title or office asin effect immediately prior to the Protection Period; (iv) Employee’s base payor incentive compensation has been reduced; or (v) Employee’s principal worklocation is more than ten (10) miles away from the principal work location asimmediately prior to the Protection Period; provided, however, that “GoodReason” shall not include (x) acts not taken in bad faith that are cured by theCompany’s successor or assign in all respects, including without limitationrestoration of all back pay and incentive compensation through the TerminationDate, not later than thirty (30) days from the date of receipt by the successoror assign of the Company (or its respective affiliate), as applicable, of awritten notice from Employee identifying in reasonable detail the act or actsconstituting “Good Reason” in a “Preliminary Notice of Good Reason”, or (y)acts for which Employee does not provide a Preliminary Notice of Good Reasonwithin thirty (30) days of learning of the occurrence of the event constitutingGood Reason.
          B. “Notice of Termination” shall mean a notice that indicates inreasonable detail the facts and circumstances claimed to provide a basis fortermination of Employee’s employment.
          C. “Termination Date” shall mean the date specified in the Notice ofTermination for termination of Employee’s employment under this Agreement.
     **4. Change in Control.**For the purposes of this letter, a “Change ofControl” shall mean and shall be effective upon the closing date of: (i) thedissolution or liquidation of the Company; (ii) the merger or consolidation ofthe Company with any other corporation, foundation, association or otherentity; (iii) the amendment of the Company’s corporate documents to grant aparty other than the Company’s Employee Stock Ownership Plan, the right
 

 

to designate, elect or remove a majority of the Company’s votingdirectors; or (iv) the transfer to another corporation, foundation, associationor other entity in a sale, lease, exchange or other similar transfer (in asingle transaction or in a series of related transactions) of all orsubstantially all of the assets of the Company.
By our mutual signatures below, you and the Company agree to the terms of thisletter.
We look forward to continue success. If you have any questions, please call meat (703-269-3487).
Yours very truly,       By:/s/Katherine C. Madaleno           Name: Katherine C. Madaleno           Title: Corporate Vice President     Director of Human Resources    
I accept this offer of employment and agree to the above terms.   Date: February 20, 2004   By:/s/Leroy R Goff III   Name: Leroy R. Goff III