##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended September 30, 2010
 Alion Science and Technology Corporation
  Delaware
    
    333-89756
    
    54-2061691(State or Other Jurisdiction of
    
    (Commission File Number)
    
    (IRS Employer Incorporation orOrganization)
    
    
    
    Identification No.)
 
 
 
 o Yes þ No
 not required þ Yes o No
 o þ
 o o
 þ
  Large accelerated Filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 o þ




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##### Table of Contents



Director Compensation
 Fees earned or
    
    
    All otherpaid in cash ($)
    
    
    compensation ($)Name
    
    (1)
    
    
    (2)
    
    
    TotalEdward C.
(Pete) Aldridge, Jr.
    
    $
    89,500
    
    
    $
    765
    
    
    $
    90,265Leslie Armitage
    
    $
    101,500
    
    
    $
    
    
    
    $
    101,500Lewis Collens
    
    $
    90,000
    
    
    $
    3,934
    
    
    $
    93,934Admiral (Ret.) Harold W. Gehman, Jr.
    
    $
    104,000
    
    
    $
    1,009
    
    
    $
    105,009General (Ret.) George A. Joulwan
    
    $
    93,000
    
    
    $
    
    
    
    $
    93,000General (Ret.) Michael E. Ryan
    
    $
    95,500
    
    
    $
    2,787
    
    
    $
    98,287David Vitale
    
    $
    85,000
    
    
    $
    2,838
    
    
    $
    87,838Michael Hayden
    
    $
    18,500
    
    
    $
    
    
    
    $
    18,500
 (1)
    
    This column represents the total fees including the annual retainer fee to non-employee
directors. The Companys employee directors do not receive any additional compensation for
their services as members of the Board of Directors. For the year ended September 30, 2010,
the Companys non-employee directors received an annual retainer and compensation of $70,000,
payable in quarterly installments, for their services as members of the Board of Directors.
In addition, each director receives a fee of $2,500 for in-person attendance at a Board of
Directors meeting, and $1,000 for telephone attendance at a Board of Directors meeting. The
chairman of the Audit and Finance Committee receives $7,500 per year for each year he or she
serves in such capacity. The other board committee chairpersons receive $5,000 per year for
each year he or she serves in such capacity. Board committee members receive $1,000 per
committee meeting if the committee meeting occurs on a day other than the day of a full Alion
Board of Directors meeting. Alion reimburses directors for reasonable travel expenses in
connection with attendance at Board of Directors and board committee meetings.(2)
    
    The amounts included in this column represent the amount paid by the Company for travel
expenses to attend Board of Directors meetings.




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##### 



ALION SCIENCE AND TECHNOLOGY CORPORATION
FORM 10-K/A
TABLE OF CONTENTS
 PART IIIItem 11. Executive Compensation
    
    
    2EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART III
 
 Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Objectives of Executive Compensation Program
   What Our Compensation Program is Designed to Reward
  Roles and Responsibilities for Our Compensation Program
 Role of the Compensation Committee
  Role of the Chief Executive Officer
  Role of the Compensation Consultant
  Elements of Companys Executive Compensation Plan
   2




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##### Table of Contents



Base Salary
   Named Executive Officer
    
    Fiscal 2010 Base SalaryBahman Atefi
    
    $
    700,000Stacy Mendler
    
    $
    400,000Michael Alber
    
    $
    325,000Scott Fry
    
    $
    350,000David Ohle
    
    $
    350,000James Fontana*
    
    $
    280,000
 *
    
    Mr. Fontana resigned as General Counsel and Secretary on December 8, 2009.   
    
    market data provided by the Companys outside compensation consultant;
 
    
    the executives compensation, individually and relative to other officers;
 
    
    the executives individual performance; and
 
    
    Alions financial and operating results.
   Argon ST Inc.
    
    DynCorp International Inc.
    
    ManTech International Corp.
    
    Stanley, Inc.CACI International Inc.
    
    Harris Corp.
    
    Maximus Inc
    
    VSE Corp.CIBER Inc.
    
    Heico Corp.
    
    NCI, Inc.Cubic Corp.
    
    ICF International, Inc.
    
    Orbital Sciences Corp.Dynamics Research Corp.
    
    IHS Inc.
    
    SRA International Inc.
  3




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##### Table of Contents



Annual Bonus
  Long-term Incentives/Awards
  Long-Term Incentive Plan
   
    
    provide certain employees an incentive for excellence in achieving certain Company and
business unit or departmental goals;
 
    
    facilitate key employee retention and recruitment;
 
    
    provide at-risk awards contingent on achievement of selected performance criteria over
an extended period; and
 
    
    provide a meaningful incentive to achieve long-term growth and improve profitability.
  
    
    selecting individuals to participate in the LTIP from certain of our key employees;
 
    
    determining the period during which a participant must achieve his or her performance
goals, (performance period);
 
    
    setting each participants award opportunities with respect to a given performance
period; and
 
    
    establishing the conditions for vesting of awards.
      4




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##### Table of Contents



Total2010 Category GName
    
    LTIP AwardsBahman Atefi
    
    $
    1,000,000Stacy Mendler
    
    $
    350,000Michael Alber
    
    $
    200,000Scott Fry
    
    $
    250,000David Ohle
    
    $
    150,000James Fontana
    
    
    
  Phantom Stock Plans
  Stock Appreciation Rights (SAR) Plan
 2004 SAR Plan.
 Severance/Change in Control and Provisions in Employment Agreements
  Change in Control
   5




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Termination without Cause
  Health and Welfare Benefits
 .
 KSOP
  Compensation Risk Assessment
        6




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##### Table of Contents



Summary Compensation Table Fiscal Year 2010
  Long-TermIncentive
    
    
    Non-EquityName and Principal
    
    
    
    
    
    
    
    
    
    Plan
    
    
    Incentive Plan
    
    
    All otherPosition
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalBahman Atefi
    
    $
    718,940
    
    
    $
    
    
    
    $
    1,000,000
    
    
    $
    700,000
    
    
    $
    124,689
    
    
    $
    2,543,629Chief Executive Officer and PresidentStacy Mendler
    
    $
    411,601
    
    
    $
    
    
    
    $
    350,000
    
    
    $
    300,000
    
    
    $
    86,127
    
    
    $
    1,147,728Chief Operating Officer and Executive Vice PresidentMichael Alber
    
    $
    320,735
    
    
    $
    50,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    53,916
    
    
    $
    824,651Senior Vice President and 
Chief Financial OfficerScott Fry
    
    $
    362,228
    
    
    $
    
    
    
    $
    250,000
    
    
    $
    220,000
    
    
    $
    60,777
    
    
    $
    893,005Engineering and Integration Solutions Sector, Senior Vice PresidentDavid Ohle
    
    $
    348,241
    
    
    $
    
    
    
    $
    150,000
    
    
    $
    220,000
    
    
    $
    52,233
    
    
    $
    770,473Defense Operations Integration Sector, Senior Vice PresidentJames Fontana
    
    
    102,274
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    392,586
    
    
    $
    494,860Senior Vice President, General Counsel and Secretary
  7




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All Other Compensation Fiscal Year 2010Company
    
    
    
    
    
    
    Long andMatching
    
    
    
    
    
    
    Short TermContributions
    
    
    Health and
    
    
    Disability
    
    
    ClubName and Principal
    
    Under Alions
    
    
    Welfare
    
    
    Paid by the
    
    
    MembershipPosition
    
    KSOP
    
    
    Benefits
    
    
    Company
    
    
    FeesBahman Atefi
    
    $
    15,925
    
    
    $
    67,249
    
    
    $
    5,130
    
    
    $
    5,490Stacy Mendler
    
    $
    15,925
    
    
    $
    41,794
    
    
    $
    3,354
    
    
    $
    Michael Alber
    
    $
    6,213
    
    
    $
    27,516
    
    
    $
    2,901
    
    
    $
    Scott Fry
    
    $
    11,129
    
    
    $
    20,231
    
    
    $
    3,069
    
    
    $
    David Ohle
    
    $
    6,125
    
    
    $
    23,767
    
    
    $
    3,066
    
    
    $
    James Fontana
    
    $
    1,408
    
    
    $
    19,917
    
    
    $
    1,109
    
    
    $
    
 All Other Compensation Fiscal Year 2010 (continued)Term LifeInsurance Paid
    
    
    
    
    
    
    TerminationName and Principal
    
    by the
    
    
    Leased
    
    
    RelatedPosition
    
    Company
    
    
    Cars
    
    
    Payment(1)
    
    
    TotalBahman Atefi
    
    $
    457
    
    
    $
    30,438
    
    
    $
    
    
    
    $
    124,689Stacy Mendler
    
    $
    359
    
    
    $
    24,695
    
    
    $
    
    
    
    $
    86,127Michael Alber
    
    $
    289
    
    
    $
    16,998
    
    
    $
    
    
    
    $
    53,916Scott Fry
    
    $
    318
    
    
    $
    26,030
    
    
    $
    
    
    
    $
    60,777David Ohle
    
    $
    318
    
    
    $
    18,957
    
    
    $
    
    
    
    $
    52,233James Fontana
    
    $
    153
    
    
    $
    
    
    
    $
    370,000
    
    
    $
    392,586
  8




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##### Table of Contents



Summary Compensation Table Fiscal Year 2009
  Long-Term
    
    
    Non-EquityIncentive
    
    
    IncentiveName and Principal
    
    
    
    
    
    
    
    
    
    Plan
    
    
    Plan
    
    
    All otherPosition
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalBahman Atefi
    
    $
    644,187
    
    
    $
    
    
    
    $
    1,000,000
    
    
    $
    650,000
    
    
    $
    103,866
    
    
    $
    2,398,053Chief Executive Officer and PresidentStacy Mendler
    
    $
    367,307
    
    
    $
    
    
    
    $
    350,000
    
    
    $
    250,000
    
    
    $
    84,838
    
    
    $
    1,052,145Chief Operating Officer and Executive Vice PresidentMichael Alber
    
    $
    303,000
    
    
    $
    
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    44,277
    
    
    $
    747,277Senior Vice President and Chief Financial OfficerScott Fry
    
    $
    339,824
    
    
    $
    256,444
    
    
    $
    250,000
    
    
    $
    250,000
    
    
    $
    66,409
    
    
    $
    1,162,677Engineering and Integration Solutions Sector, Senior Vice PresidentJames Fontana
    
    $
    288,803
    
    
    $
    637,176
    
    
    $
    
    
    
    $
    90,000
    
    
    $
    74,987
    
    
    $
    1,090,966Senior Vice President, General Counsel and Secretary
    9




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##### Table of Contents



All Other Compensation Fiscal Year 2009Company
    
    
    
    
    
    
    Long andMatching
    
    
    
    
    
    
    Short TermContributions
    
    
    Health and
    
    
    Disability
    
    
    ClubName and Principal
    
    Under Alions
    
    
    Welfare
    
    
    Paid by the
    
    
    MembershipPosition
    
    KSOP
    
    
    Benefits
    
    
    Company
    
    
    FeesBahman Atefi
    
    $
    14,950
    
    
    $
    52,228
    
    
    $
    5,234
    
    
    $
    5,410Stacy Mendler
    
    $
    14,950
    
    
    $
    37,572
    
    
    $
    3,574
    
    
    $
    1,647Michael Alber
    
    $
    5,750
    
    
    $
    15,074
    
    
    $
    3,119
    
    
    $
    1,029Scott Fry
    
    $
    14,242
    
    
    $
    19,107
    
    
    $
    3,385
    
    
    $
    James Fontana
    
    $
    15,391
    
    
    $
    33,918
    
    
    $
    3,031
    
    
    $
    500
 All Other Compensation Fiscal Year 2009 (continued)Term LifeInsurance Paid
    
    
    
    
    
    
    TerminationName and Principal
    
    by the
    
    
    Leased
    
    
    RelatedPosition
    
    Company
    
    
    Cars
    
    
    Payment(1)
    
    
    TotalBahman Atefi
    
    $
    810
    
    
    $
    25,234
    
    
    $
    
    
    
    $
    103,866Stacy Mendler
    
    $
    598
    
    
    $
    26,497
    
    
    $
    
    
    
    $
    84,838Michael Alber
    
    $
    475
    
    
    $
    18,830
    
    
    $
    
    
    
    $
    44,277Scott Fry
    
    $
    548
    
    
    $
    29,127
    
    
    $
    
    
    
    $
    66,409James Fontana
    
    $
    451
    
    
    $
    21,696
    
    
    $
    
    
    
    $
    74,987
  Minimum/Form of Award
    
    
    
    Performance
    
    MaximumAgreement
    
    Date of Grant
    
    Cycles
    
    Award Amount
    
    Vesting DateCategory A
    
    November 1, 2008
    
    November 1, 2008until performance goals achieved
    
    N/A
    
    Date performance goals achievedCategory B
    
    November 1, 2008
    
    November 1, 2008- October 31, 2009
    
    80%/120%
    
    November 15, 2009Category C
    
    November 1, 2008
    
    November 1, 2008- October 31, 2009
    
    50%/150%
    
    November 15, 2010November 1, 2009- October 31, 2010Category D
    
    November 1, 2008
    
    November 1, 2008- October 31, 2009
    
    50%/150%
    
    November 15, 2011November 1, 2009- October 31, 2010November 1, 2010- October 31, 2011Category E
    
    November 1, 2008
    
    November 1, 2009-October 31, 2011
    
    50%/150%
    
    November 15, 2011Category F
    
    November 1, 2009
    
    November 1, 2009-  October 31, 2012
    
    50%/150%
    
    November 15, 2012
  10




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##### Table of Contents



Name
    
    Category A
    
    
    Category B
    
    
    Category C
    
    
    Category D
    
    
    Category E
    
    
    Category FBahman Atefi
    
    $
    998,223
    
    
    $
    934,910
    
    
    $
    1,738,830
    
    
    
    
    
    
    $
    800,000
    
    
    $
    1,000,000Stacy Mendler
    
    $
    479,559
    
    
    $
    411,360
    
    
    $
    725,782
    
    
    
    
    
    
    $
    300,000
    
    
    $
    350,000Scott Fry
    
    
    
    
    
    $
    233,125
    
    
    $
    191,511
    
    
    
    
    
    
    $
    250,000
    
    
    $
    250,000Michael Alber
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    94,646
    
    
    $
    150,000
    
    
    $
    200,000
   11




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##### Table of Contents



Summary Compensation Table Fiscal Year 2008
  Summary Compensation Table Fiscal Year 2008Phantom
    
    
    
    
    
    
    Non-EquityName and Principal
    
    
    
    
    
    
    
    
    
    Stock
    
    
    SAR
    
    
    Incentive Plan
    
    
    All otherPosition
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalBahman Atefi
    
    $
    604,749
    
    
    $
    
    
    
    $
    1,630,296
    
    
    $
    
    
    
    $
    500,000
    
    
    $
    146,488
    
    
    
    2,881,533Chief Executive Officer and PresidentStacy Mendler
    
    $
    333,185
    
    
    $
    
    
    
    $
    759,346
    
    
    $
    
    
    
    $
    200,000
    
    
    $
    100,071
    
    
    
    1,392,602Chief Operating Officer and Executive Vice PresidentMichael Alber
    
    $
    220,000
    
    
    $
    95,000
    
    
    $
    15,836
    
    
    $
    3,000
    
    
    $
    150,000
    
    
    $
    29,910
    
    
    
    513,746Senior Vice President and Chief Financial OfficerScott Fry
    
    $
    316,171
    
    
    $
    
    
    
    $
    183,937
    
    
    $
    
    
    
    $
    225,000
    
    
    $
    51,263
    
    
    
    776,371Engineering and Integration Solutions Sector Senior Vice President
   12




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##### Table of Contents



All Other Compensation Fiscal Year 2008Company
    
    
    
    
    
    
    Long andMatching
    
    
    
    
    
    
    Short TermContributions
    
    
    Health and
    
    
    Disability
    
    
    ClubName and Principal
    
    Under Alions
    
    
    Welfare
    
    
    Paid by the
    
    
    MembershipPosition
    
    KSOP
    
    
    Benefits
    
    
    Company
    
    
    FeesBahman Atefi
    
    $
    14,625
    
    
    $
    94,337
    
    
    $
    4,840
    
    
    $
    5,120Stacy Mendler
    
    $
    14,625
    
    
    $
    55,208
    
    
    $
    3,210
    
    
    $
    Michael Alber
    
    $
    
    
    
    $
    12,530
    
    
    $
    2,421
    
    
    $
    Scott Fry
    
    $
    10,228
    
    
    $
    13,748
    
    
    $
    3,108
    
    
    $
    
 All Other Compensation Fiscal Year 2008 (continued)Term LifeInsuranceName and Principal
    
    Paid by the
    
    
    LeasedPosition
    
    Company
    
    
    Cars
    
    
    Settlement
    
    
    TotalBahman Atefi
    
    $
    735
    
    
    $
    26,831
    
    
    $
    
    
    
    $
    146,488Stacy Mendler
    
    $
    531
    
    
    $
    26,497
    
    
    $
    
    
    
    $
    100,071Michael Alber
    
    $
    356
    
    
    $
    14,603
    
    
    $
    
    
    
    $
    29,910Scott Fry
    
    $
    512
    
    
    $
    23,667
    
    
    $
    
    
    
    $
    51,263
 Phantom Stock Plans
 Executive Phantom Stock Plan
  Vesting.
 Payments.
 Amendment.
  13




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##### Table of Contents



Director Phantom Stock Plan
  Vesting.
 Payments.
   
    
    Date of grant;
 
    
    Number of shares of the phantom stock awarded; and
 
    
    Provisions governing vesting of the phantom stock awarded.
      14




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##### Table of Contents



Cumulative SharesAuthorized under allDate of Issuance
    
    Shares Issued
    
    
    Cumulative Shares Issued
    
    
    PlansNovember 2007
    
    
    6,993
    (1)
    
    
    20,779
    
    
    
    2,000,000
    (1)
 (1)
    
    Number of shares authorized under the Executive and Director Phantom
Stock Plans as periodically amended and approved by the Compensation Committee of
Alions Board of Directors.  Number ofName
    
    shares
    
    
    Grant Date
    
    Grant Type
    
    Full vesting period
    
    Period(s) until payoutBahman Atefi
    
    
    17,478
    
    
    November 2007
    
    Retention
    
    November 2010 (1)
    
    November 2010 (1) (4)Michael Alber
    
    
    1,248
    
    
    January 2008
    
    Retention
    
    January 2011(1)
    
    January 2011(1) (4)1,219
    
    
    May 2008
    
    Retention
    
    May 2011(1)
    
    May 2011(1) (4)Stacy Mendler
    
    
    4,994
    
    
    November 2007
    
    Retention
    
    November 2010 (1)
    
    November 2010 (1) (4)Robert Goff
    
    
    4,994
    
    
    November 2007
    
    Retention
    
    November 2010 (1)
    
    November 2010 (1)Scott Fry
    
    
    4,994
    
    
    November 2007
    
    Retention
    
    November 2010 (1)
    
    November 2010 (1) (4)Jim Fontana
    
    
    2,497
    
    
    February 2007
    
    Retention
    
    November 2010 (1)
    
    November 2010 (1) (4)
 (1)
    
    The Second Phantom Stock Plan, permits performance- and/or retention-based phantom stock
awards. Performance-based phantom stock vested three years after the grant date;
retention-based phantom stock vested as specified in individual agreements. Performance- and
retention-based phantom stock awards for vested shares were paid as specified in individual
agreements.(2)
    
    Phantom Stock grants issued in February and November 2003 fully vested on the fifth year from
the grant date(3)
    
    Initially, recipients were to be paid commencing on the fifth year from the grant date. In
November 2005, the Phantom Stock Plan was amended to permit employees to make a one-time
election to receive payment for phantom shares as they vested each year or when fully vested.
Dr. Atefi and Ms. Mendler made this election; Mr. Goff did not.(4)
    
    In December 2008, Dr. Atefi, Ms. Mendler, Mr. Fry and Mr. Fontana forfeited their right to
receive payment for certain vested, unpaid phantom stock awards. Along with Mr. Alber, they
also forfeited all phantom stock awards that had not yet vested.  15




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##### Table of Contents



Stock Appreciation Rights (SAR) Plans
 2004 SAR Plan
  Vesting
 Payments
  Amendment
 Grants of Plan-Based Awards
  Outstanding Equity Awards at Fiscal Year-End
  Number of
    
    
    Number ofsecurities
    
    
    securitiesunderlying
    
    
    underlyingunexercised
    
    
    unexercisedSARs (#)
    
    
    SARs (#)
    
    
    SAR exercise
    
    
    SAR expirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    price ($)
    
    
    dateMichael Alber (1)
    
    
    
    
    
    
    5,000
    
    
    
    40.05
    
    
    
    12/13/13
 (1)
    
    In December 2007, Mr. Alber was awarded 5,000 SARs at the exercise price of $40.05 per
share, all of which were outstanding as of September 30, 2010.
  16




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##### Table of Contents



SAR Exercises
  SAR AwardsNumber ofshares
    
    
    Value realizedacquired on
    
    
    onexercise
    
    
    exerciseName
    
    (#)
    
    
    ($)Scott Fry
    
    
    4,000
    
    
    $
    58,240
  Deferred Compensation Plans
     Executive
    
    
    Registrant
    
    
    Aggregate
    
    
    Aggregate
    
    
    AggregateContributions
    
    
    Contributions
    
    
    Earnings in
    
    
    Withdrawals/
    
    
    Balance at Lastin Last FY
    
    
    in Last FY
    
    
    Last FY
    
    
    Distributions
    
    
    FYEName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Scott Fry
    
    $
    
    
    
    $
    
    
    
    $
    31,191
    
    
    $
    
    
    
    $
    352,442
 Other Potential Post-Termination Payments
  Employment Agreements.
  17




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##### Table of Contents



Long Term Incentive and Deferred Compensation Plans.
  EarlyVesting ofSeverance
    
    
    LTIPName
    
    Amount
    
    
    Awards
    
    
    Other
    
    
    Total(a)
    
    
    (b)
    
    
    (c)
    
    
    (d)Bahman Atefi
    
    $
    2,870,000
    
    
    $
    786,667
    
    
    $
    25,000
    
    
    $
    3,681,667Stacy Mendler
    
    $
    1,087,500
    
    
    $
    295,000
    
    
    $
    25,000
    
    
    $
    1,407,500Michael Alber
    
    $
    535,000
    
    
    $
    242,607
    
    
    $
    25,000
    
    
    $
    802,607Scott Fry
    
    $
    580,000
    
    
    $
    247,917
    
    
    $
    25,000
    
    
    $
    852,917Walter Buchanan
    
    $
    485,000
    
    
    $
    74,375
    
    
    $
    25,000
    
    
    $
    584,375
 (a)
    
    Based on a percentage of the executives annual salary and bonus he or she would have earned as
of such date based upon the bonus actually paid for fiscal 2010 performance. Name
    
    Salary
    
    
    BonusBahman Atefi
    
    
    200
    %
    
    
    200
    %Stacy Mendler
    
    
    150
    %
    
    
    150
    %Michael Alber
    
    
    100
    %
    
    
    100
    %Scott Fry
    
    
    100
    %
    
    
    100
    %Walter Buchanan
    
    
    100
    %
    
    
    100
    %
 (b)
    
    This is the value as of September 2010 of vested LTIP awards not yet payable and LTIP not yet
vested. This does not include unvested Category E and F awards as no Named Executive Officer
has yet completed 18 months of post-award service. These amounts would be paid if termination
were to occur within one year after execution of a definitive change in control agreement if
such transaction were subsequently consummated.(c)
    
    This is the value of outplacement services (not to exceed $25,000) to be provided by a firm
selected by Alion and paid by the Company. No such outplacement services will be provided
beyond December 31 of the second calendar year following the calendar year in which the
executive separates from service.Alion is also obligated to pay the executive, if he or she is eligible for and elects to
receive, medical and/or dental benefits under COBRA for the individual and/or any qualifying
beneficiaries. Alion will pay the amount by which the COBRA premium exceeds the premium payable
by the executive for the same level of coverage immediately prior to termination.(d)
    
    This is the maximum the executive could receive, including payment for accelerated LTIP award
vesting, in the event of a termination occurring within one year following execution of a
definitive change in control agreement, if such transaction is subsequently consummated.  18




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##### Table of Contents



Director Compensation
 Fees earned or
    
    
    All otherpaid in cash ($)
    
    
    compensation ($)Name
    
    (1)
    
    
    (2)
    
    
    TotalEdward C. (Pete) Aldridge, Jr.
    
    $
    89,500
    
    
    $
    765
    
    
    $
    90,265Leslie Armitage
    
    $
    101,500
    
    
    $
    
    
    
    $
    101,500Lewis Collens
    
    $
    90,000
    
    
    $
    3,934
    
    
    $
    93,934Admiral (Ret.) Harold W. Gehman, Jr.
    
    $
    104,000
    
    
    $
    1,009
    
    
    $
    105,009General (Ret.) George A. Joulwan
    
    $
    93,000
    
    
    $
    
    
    
    $
    93,000General (Ret.) Michael E. Ryan
    
    $
    95,500
    
    
    $
    2,787
    
    
    $
    98,287David Vitale
    
    $
    85,000
    
    
    $
    2,838
    
    
    $
    87,838Michael Hayden
    
    $
    18,500
    
    
    $
    
    
    
    $
    18,500
 (1)
    
    This column represents the total fees including the annual retainer fee to non-employee
directors. The Companys employee directors do not receive any additional compensation for
their services as members of the Board of Directors. For the year ended September 30,
2010, the Companys non-employee directors received an annual retainer and compensation of
$70,000, payable in quarterly installments, for their services as members of the Board of
Directors. In addition, each director receives a fee of $2,500 for in-person attendance at
a Board of Directors meeting, and $1,000 for telephone attendance at a Board of Directors
meeting. The chairman of the Audit and Finance Committee receives $7,500 per year for each
year he or she serves in such capacity. The other board committee chairpersons receive
$5,000 per year for each year he or she serves in such capacity. Board committee members
receive $1,000 per committee meeting if the committee meeting occurs on a day other than
the day of a full Alion Board of Directors meeting. Alion reimburses directors for
reasonable travel expenses in connection with attendance at Board of Directors and board
committee meetings.(2)
    
    The amounts included in this column represent the amount paid by the Company for travel
expenses to attend Board of Directors meetings. Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
  
  19




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##### Table of Contents



(c) Exhibits
 ExhibitNo.
    
    Description31.1
    
    
    Certification of Chief Executive Officer of Alion Science and Technology Corporation pursuant
to Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.31.2
    
    
    Certification of Chief Financial Officer of Alion Science and Technology Corporation pursuant
to 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.32.1
    
    
    Certification of Chief Executive Officer of Alion Science and Technology Corporation,
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.32.2
    
    
    Certification of Chief Financial Officer of Alion Science and Technology Corporation,
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
  20




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##### Table of Contents



SIGNATURE
  Date: March 7, 2011
    ALION SCIENCE AND TECHNOLOGY CORPORATION
(Registrant)By:
    /s/ MICHAEL J. ALBERMichael J. AlberPrincipal Financial Officer  21