exv4w20



 





Exhibit 4.20




First Amendment to




Alion Science and Technology Corporation

Employee Ownership, Savings and Investment Plan




     WHEREAS, Alion Science and Technology Corporation (the “Company”) maintains the Alion Science
and Technology Corporation Employee Ownership, Savings and Investment Plan (the “Plan”) for the
benefit of its employees and employees of other adopting employers, and was last amended and
restated as of October 1, 2006; and



     WHEREAS, the Board of Directors of the Company, pursuant to Plan Section 15.1 of the Plan, has
delegated authority to amend the Plan to the undersigned officer, provided he determines that the
amendment would not materially increase costs of the Plan to the Company or any Adopting Employer.



     NOW, THEREFORE, pursuant to the powers of amendment reserved under Section 15.1 of the Plan,
the Plan is hereby amended by the Company, effective October 1, 2006, unless otherwise provided, by
the adoption of the following provisions:




	 	1.	 	Subsection 1.1(b) is hereby amended in its entirety to read as follows:






	 	“(b)	 	The Non ESOP Component is intended to meet the applicable
requirements of Section 401(a) of the Internal Revenue Code of 1986 (the
“Code”), including a cash or deferred arrangement intended to qualify under
Section 401(k) of the Code. The ESOP Component is intended to meet the
applicable requirements of Sections 401(a), 409, and 4975(e)(7) of the Code and
Section 407(d)(6) of the Employee Retirement Income Security Act of 1974
(“ERISA”), which also includes a cash or deferred arrangement intended to
qualify under Section 401(k) of the Code. The ESOP Component of the Plan shall
be invested exclusively in stock of the Company, unless, using an abuse of
discretion standard, it is clearly determined by the ESOP Committee that the
financial collapse and bankruptcy of the Company are imminent. Notwithstanding
the foregoing, a small portion of the ESOP Component may be invested in cash or
cash equivalents solely to meet the ESOP Component’s liquidity needs for
distributions and pending investment in stock of the Company. The terms of the
Plan shall be interpreted consistent with the foregoing.”






	 	2.	 	Subsection 5.1(c) is hereby amended by deleting the following phrase therefrom:
	 
	 	 	 	“accumulated in a short term interest fund in the ESOP Component of the Plan”
	 
	 	 	 	and substituting the following phrase therefore:
	 
	 	3.	 	“accumulated in an investment selected by the ESOP Committee under the ESOP
Component of the Plan”




 









 












	 	4.	 	Subsection 5.1(d) is hereby amended in its entirety to read as follows:
	 
	 	 	 	“(d) Except as otherwise determined by the ESOP Committee and subject to the
provisions of the Plan, a new Employee’s or rehire Employee’s Rollover Contribution
may be allocated to the Participant’s ESOP Rollover Account and invested in Common
Stock on the terms and conditions set forth in this subsection 5.1(d) and in
accordance with rules and procedures established by the ESOP Committee. Amounts to
be invested in Common Stock will be initially accumulated in an investment selected
by the ESOP Committee under the ESOP Component of the Plan, and will be converted to
Common Stock on the Allocation Date coincident with or next following the date the
Rollover Contribution is accepted and received by the ESOP Committee or Trustee
based on the Current Market Value as of the Allocation Date coincident with such
conversion date or the immediately preceding Allocation Date, whichever is lower.
Amounts not invested in the ESOP Rollover Account may be allocated to the
Participant’s Non ESOP Rollover Account and invested in accordance with Section
5.1(a). Amounts held in the ESOP Rollover Account will be subject to the
diversification rules of Section 5.2. Notwithstanding the foregoing, with respect
to new Employees as a result of a merger, acquisition or consolidation of another
entity, where such new Employee’s Rollover Contribution is received by the Trustee
after the Allocation Date next occurring after such merger, acquisition or
consolidation, the ESOP Committee shall have discretion to decide that such new
Employee’s Rollover Contribution be initially accumulated in an investment selected
by the ESOP Committee under the ESOP Component of the Plan, and converted to Common
Stock at the Allocation Date coinciding with or next following the receipt of such
new Employee’s properly completed investment election form, based on the Current
Market Value as of the Allocation Date immediately preceding the date such
transferred funds were received or the Allocation Date immediately preceding the
receipt of such Employee’s properly completed investment election form, whichever is
less; provided, however, that the foregoing shall apply only if (i) such new
Employee’s properly completed investment election form is received on or before the
Allocation Date immediately preceding the date such transferred funds were received,
and (ii) the funds are received before the earlier of the date that the Trustee
releases the value of the Common Stock as of the prior Allocation Date or forty-five
(45) days following such Allocation Date.
	 
	 	5.	 	Subsections 5.1(a), (f) and (h) are hereby amended by deleting the following
phrase therefrom:
	 
	 	 	 	“Except as otherwise prescribed in subsections 5.1(b), (c), (d), and (e) and Section
5.2,”
	 
	 	 	 	and substituting the following phrase therefore:
	 
	 	 	 	“Except as otherwise prescribed in subsections 5.1(b), (c), (d), (e) (j) and (k) and
Section 5.2,”




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	 	6.	 	Subsection 5.1(j) is hereby amended in its entirety to read as follows:
	 
	 	 	 	Except as otherwise determined by the ESOP Committee or provided herein, a
Participant’s Account attributable to a direct transfer in accordance with Section
4.6 may be invested in Common Stock only at or near the time the direct transfer is
accepted and received by the ESOP Committee or Trustee, and only if the Participant
is a new Employee. Amounts to be invested in Common Stock will be initially
accumulated in an investment selected by the ESOP Committee under the ESOP Component
of the Plan, and will be converted to Common Stock on the Allocation Date coincident
with or next following the date of receipt based on the Current Market Value as of
the Allocation Date coincident with or immediately preceding such investment date,
whichever is less. Amounts not invested in the ESOP Account may be invested in
accordance with Section 5.1(a). Amounts held in the ESOP Account will be subject to
the diversification rules of Section 5.2. Notwithstanding the foregoing, the ESOP
Committee may determine that some or all such transferred amounts are not eligible
to be invested in Common Stock. Also notwithstanding the foregoing, with respect to
new Employees as a result of a merger, acquisition or consolidation of another
entity, where such new Employee’s direct transfer is received by the Trustee after
the Allocation Date next occurring after such merger, acquisition or consolidation,
the ESOP Committee shall have discretion to decide that such new Employee’s direct
transfer be initially accumulated in an investment selected by the ESOP Committee
under the ESOP Component of the Plan, and converted to Common Stock at the
Allocation Date coinciding with or next following the receipt of such new Employee’s
properly completed investment election form, based on the Current Market Value as of
the Allocation Date immediately preceding the date such transferred funds were
received or the Allocation Date immediately preceding the receipt of such Employee’s
properly completed investment election form, whichever is less; provided, however,
that the foregoing shall apply only if (i) such new Employee’s properly completed
investment election form is received on or before the Allocation Date immediately
preceding the date such transferred funds were received, and (ii) the funds are
received before the earlier of the date that the Trustee releases the value of the
Common Stock as of the prior Allocation Date or forty-five (45) days following such
Allocation Date.
	 
	 	7.	 	A new subsection 5.1(k) is hereby added to read as follows:
	 
	 	 	 	“Effective September 30, 2007, and each Allocation Date thereafter or such other
interim Valuation Date determined by the ESOP Committee in its sole discretion, a
Participant may elect to transfer a portion of his or her Non ESOP Accounts (other
than After-Tax Contributions, ITSC Money Purchase Pension Plan Contributions, JJMA
QVEC Accounts and JJMA Money Purchase Pension Account and such other Accounts or
subaccounts as may be determined by the ESOP Committee in its sole discretion) to
the ESOP Component to be invested in Common Stock. Such election and transfer shall
be made in accordance with rules and procedures established by the ESOP Committee.
Unless otherwise determined by the ESOP Committee, the aggregate amount of such
transfers to be




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	 	 	 	invested in the ESOP Component during any Plan Year shall not exceed five percent
(5%) of the total value of the ESOP Component as of the last day of the preceding
Plan Year. Amounts to be invested in Common Stock will be initially accumulated in
an investment selected by the ESOP Committee under the ESOP Component of the Plan,
and will be converted to Common Stock on the Allocation Date coincident with or next
following the Participant’s investment election based on the Current Market Value as
of the Allocation Date coincident with such conversion date. Amounts transferred
from the Non ESOP Component not invested in the Common Stock shall be returned to
the Participant’s Non ESOP Accounts to be invested in accordance with Section
5.1(a). Amounts transferred hereunder will be subject to the diversification rules
of Section 5.2. Notwithstanding the foregoing, the transferred amounts invested in
the ESOP Component as of September 30, 2007 shall be converted to Common Stock as of
that date using the Common Stock value as of the March 31, 2007 Valuation Date or
the September 30, 2007 Valuation Date, whichever is lower.”





	 	8.	 	The second sentence of subsection 5.6(a)(1) is hereby amended to read as
follows:
	 
	 	 	 	“Except as otherwise provided herein or as directed by the ESOP Committee, any
changes in the fair market value of the Trust Fund assets since the preceding
Valuation Date shall be charged or credited to each Account in the ratio that the
balance in each such Account as of the preceding Valuation Date bears to the
balances in all Accounts as of that Valuation Date with appropriate adjustments to
reflect any distributions, allocations or similar adjustments to such Account or
Accounts since that Valuation Date.”
	 
	 	9.	 	Subsection 9.2(b) is hereby amended in its entirety to read as follows:
	 
	 	 	 	“Except as otherwise provided in this Section 9.2, or in Sections 9.14 and 9.15,
payment of benefits to a Participant (or Beneficiary) shall commence as soon as
administratively feasible following the Participant’s Severance from Service,
Retirement, Disability, or death.”
	 
	 	10.	 	A new Section 16.8 “Participant Notices and Elections” is hereby added to read
as follows:
	 
	 	 	 	“Participant Notices and Elections. The Employer, Trustee and the ESOP
Committee may provide any notice or election required or provided for under the Plan
in electronic format, provided however, that the provision of such electronic notice
comports with regulations issued by the Department of Labor in effect at the time of
issuance such notice or election.”
	 
	 	11.	 	Section 1.10 of Supplement 1 — “Special Distribution Rules” — is hereby amended
to clarify the application of the joint and survivor annuity payment to former JJMA
ESOP participants with respect to their money purchase pension account balances
transferred to the Non ESOP Component by deleting the second sentence thereof and by
substituting the following sentences in lieu thereof:




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	 	 	 	“A Former JJMA Participant whose Accounts under this Plan exceed Five Thousand
Dollars ($5,000) shall have the right to have their JJMA Money Purchase Pension
Account under the Non ESOP Component paid as follows:






	 	(a)	 	at retirement in the form of a qualified
joint and survivor (50%) annuity (if married) or a single life
annuity (if unmarried), unless he or she elects to receive a joint
and 100% survivor annuity (if married) or an optional form of payment
available under this Plan. The amount payable monthly under the
annuity forms described in the preceding sentence shall be the amount
that can be purchased from an insurance company selected by the ESOP
Committee, in its sole discretion, with the amount in the
Participant’s JJMA Money Purchase Pension Account under the Non ESOP
Component. The joint and 50% survivor annuity for a married
Participant shall be payable monthly to the Participant during the
Participant’s lifetime after retirement with fifty percent (50%) of
such benefit continued to the Participant’s spouse for the duration
of the spouse’s lifetime after the death of the Participant. Any
such election of the Participant must be made in writing not more
than one hundred and eighty (180) days (ninety (90) days for
distributions made on or before December 31, 2006) before benefit
payments begin, consented to by the Participant’s spouse and filed
with the ESOP Committee. The election must designate a form of
benefit payment, and a specific alternate Beneficiary (including any
class of Beneficiaries or any contingent Beneficiaries), which may
not be changed without spousal consent. The spouse’s consent must
acknowledge the effect of the election. Consent of a prior spouse
shall be invalid with respect to a current spouse. Before any
payment is made, the Participant must have received from the ESOP
Committee written notification that an election is available and a
general description of the terms of the methods of payment. The
Participant may request within sixty (60) days of the receipt of
notice of election an explanation in non-technical language of the
terms and conditions of the joint and 50% survivor annuity or other
ESOP forms of payment and the effect of its selection. The ESOP
Committee shall respond within thirty (30) days of the receipt of the
Participant’s request for additional information. The Participant
shall have at least one hundred and eighty (180) days (ninety (90)
days for distributions made on or before December 31, 2006) after
receiving the written explanation in which to make his or her
selection. The Participant may change their election at any time
before payments begin. However, if a married Participant elects the
joint and 50% survivor annuity and then changes the election, the
Participant may do so only with the written consent of the
Participant’s spouse. Consent of the Participant’s spouse must be
witnessed by a Plan representative or notary public.





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	 	(b)	 	at death, if such a Participant is married
and dies before the benefit commencement date, in the form of a
single life annuity to the Participant’s surviving spouse. The
amount payable monthly under the annuity form described in the
preceding sentence shall be the amount that can be purchased from an
insurance company selected by the ESOP Committee, in its sole
discretion, with one hundred percent (100%) of the amount in the
Participant’s JJMA Money Purchase Pension Account under the Non ESOP
Component. The annuity shall be payable monthly to the surviving
spouse for the surviving spouse’s lifetime. A Participant’s spouse
may direct that payment under such annuity commence within a
reasonable period after the Participant’s death. If the spouse does
not so direct, payment under such annuity shall commence at the time
the Participant would have attained Normal Retirement Age. Such a
Participant shall have the right, during the election period, to
elect to have death benefits paid to another Beneficiary or under an
optional form of payment permitted under the Plan. Any such election
of a Participant must be made in writing, consented to by the
Participant’s spouse, and filed with the ESOP Committee. Consent of
the Participant’s spouse must be witnessed by a Plan representative
or notary public. The election must designate a specific alternate
beneficiary (including any contingent beneficiaries) that may not be
changed without spousal consent. The spouse’s consent must
acknowledge the effect of the election. Any consent by a spouse
shall be effective only with respect to such spouse. The election
period shall be the period which begins on the first day of the Plan
Year in which the Participant attains age thirty-five (35) and ends
on the date of the Participant’s death. If a Participant terminates
employment with the Employer prior to the first day of the Plan Year
in which he attains age thirty-five (35), with respect to the JJMA
Money Purchase Pension Account under the Non ESOP Component as of the
date of termination, the election period shall begin on the date of
separation. A Participant who will not yet attain age thirty-five
(35) as of the end of any current Plan Year may make a special
qualified election to designate another Beneficiary for the period
beginning on the date of such election and ending on the first day of
the Plan Year in which he will attain age thirty-five (35). Such
election shall not be valid unless the Participant receives a written
explanation comparable to the explanation to be provided during the
applicable period (as described below). The Participant’s spouse
will automatically be reinstated as the Beneficiary as of the first
day of the Plan Year in which he attains age thirty-five (35),
subject to the right to elect to designate another Beneficiary. The
ESOP Committee shall provide each Participant within the applicable
period a written explanation of: (i) the terms and




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	 	 	 	conditions of the surviving spouse benefit; (ii) the Participant’s
right to make, and the effect of, an election to designate another
Beneficiary or an alternative form of distribution; (iii) the rights
of the Participant’s spouse; (iv) the right to make, and the effect
of a revocation of a previous election to designate another
Beneficiary or an alternative form of distribution; and (v) the
relative values of the various optional methods of payment under the
Plan. For this purpose, the applicable period shall mean the period
beginning with the first day of the Plan Year in which the
Participant attains age thirty-two (32) and ending with the close of
the Plan Year preceding the Plan Year in which the Participant
attains age thirty-five (35). Regardless, if a Participant enters
the Plan or first becomes subject to the requirements of this
paragraph after the first day of the Plan Year in which the
Participant attained age thirty-five (35), the applicable period
shall continue for the one (1) year period after the date on which
the Participant commenced participation in the Plan or first becomes
subject to the requirements of this paragraph, if later. If a
Participant separates from service before attaining age thirty-five
(35), the applicable period shall begin one (1) year before the date
the Participate separates from service and end one (1) year after the
Participant separated from service. The Participant and the
Participant’s spouse may change their election at any time before the
Participant’s death.”






	 	12.	 	A new Supplement 4 is hereby added, effective as stated therein, as attached
hereto.





     IN WITNESS WHEREOF, Alion Science and Technology Corporation has caused this First Amendment
to the Plan to be executed on its behalf by the Chief Executive Officer as of the 9th day of July,
2007.



	 	 	 	 	 
	 	Alion Science and Technology Corporation

 	 
	 	By:  	/s/ Bahman Atefi
 	 
	 	 	Its:  Chief Executive Officer 	 
	 	 	 	 



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Supplement No. 4




WCI 401(k) Plan



1.1 Purpose. The purpose of this Supplement No. 4 is to set forth provisions applicable to
individuals (“Former WCI Participants”) who were previously participants in the 401(k) plan
sponsored by Washington Consulting, Inc. (the “WCI Plan”) immediately before the acquisition of
Washington Consultants, Inc. by the Company and who became participants in the Plan on September
11, 2006 (“WCI Plan Transfer Date”). The provisions of the Plan shall apply to the account
balances of such Former WCI Participants which were transferred from the WCI Plan to the Non ESOP
Component of the Plan (the “WCI Transfer Account”).



1.2 Participation. A Former WCI Participant shall become a Participant in the Plan as of
such date with respect to his WCI Transfer Account.



1.3 Mapping of Investments. Except as provided in Section 5.1(j) of the Plan, a Former WCI
Participant’s WCI Transfer Account shall be invested in the Non ESOP Component Funds that the ESOP
Committee, or its delegate, determines most closely resemble the investment funds under the WCI
Plan in which such account was invested immediately before the transfer.



1.4 Vesting. A Former WCI Participant shall be fully vested in his or her WCI Transfer
Account.



1.5 In-Service Withdrawals. A Former WCI Participant may withdraw from the Non ESOP
Component any portion or all of his or her WCI Pre-Tax and WCI Matching Accounts on or after
attainment of age fifty-nine and one-half (591/2). In addition, a Former WCI Participant may
withdraw from the Non ESOP Component any portion or all of his or her WCI Rollover Account at any
time.



1.6 Hardship Withdrawals. A Former WCI Participant may withdraw from the Non ESOP
Component any portion of his or her WCI Pre-Tax Account (excluding earnings) pursuant to a
financial hardship. All such withdrawals must be in accordance with Section 8.1 and 8.3 of the
Plan.





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