Exhibit 4.29





Exhibit 4.29




RESOLUTIONS OF THE BOARD OF DIRECTORS




FIRST AMENDMENT TO

THE ALION SCIENCE AND TECHNOLOGY CORPORATION

LONG-TERM INCENTIVE PLAN

(effective November 1, 2008)




WHEREAS, Alion Science and Technology Corporation (“Alion”) adopted the Alion Science and
Technology Corporation Long-Term Incentive Plan, effective November 1, 2008 (the “Plan”) to provide
specified benefits to a select group of management and highly compensated employees; and



WHEREAS, Article 5.2 of the Plan provides that Alion may amend the Plan in whole or in part at
any time by the action of its Board of Directors; and



WHEREAS, Alion now deems it appropriate to amend the Plan as set forth below.



NOW, THEREFORE, the Plan is hereby amended as set forth below, effective as of the date of the
adoption of these resolutions:




	1.	 	Section 2.7(b) of the Plan is amended by adding the following clause at the end thereof:







“, provided, however, that the phrase “more than fifty percent (50%)” shall be
substituted for the phrase “thirty percent (30%) or more” with respect to any Awards
granted following the effective date of the First Amendment to the Plan.”




	2.	 	A new Section 4.9 is added to the Plan to provide as follows:









4.9 Limitation on Payment Based on Company Liquidity. Notwithstanding
any other provision of the Plan or an Award Agreement, with respect to Awards
granted after the effective date of the First Amendment to the Plan unless the
Company’s average daily Liquidity over the ninety (90) days immediately preceding
the payment date of an Award (as specified in the Award Agreement) was at least
Twenty-Five Million Dollars ($25,000,000) (the “Liquidity Requirement”). Payment of
an Award delayed under this Section 4.9 shall be made on the first business day upon
which the Company meets the Liquidity Requirement. No interest or other adjustment
shall apply to an Award the payment of which is delayed hereunder.




For purposes of this Section 4.9, “Liquidity” means the aggregate amount of
cash and liquid investments then held by the Company, plus the amount of cash then
available to the Company through the Company’s then-existing revolving credit
agreements.


 


 









 







	3.	 	A new Section 4.10 is added to the Plan to provide as follows:








4.10 Special Rule for Certain Non-Vested Awards. This Section 4.10
applies only with respect to Awards that both (a) are outstanding and unvested as of
the effective date of the First Amendment to the Plan, and (b) would otherwise
become vested as a result of a Change in Control, as such term was defined prior to
amendment by the First Amendment to the Plan (“Section 4.10 Awards”).
Notwithstanding any provisions in the Plan or any Award Agreement to the contrary,
to the extent agreed to by the Participant and the Compensation Committee in an
amendment to the Participant’s Award Agreement acceptable to the Compensation
Committee, (1) the vesting and payment of such Section 4.10 Awards shall be
determined without regard to any Change in Control that does not meet the definition
of a Change in Control as such term is amended by the First Amendment to the Plan,
and (2) the Participant’s Award shall be increased by such amount (not to exceed
20%) as the Compensation Committee shall determine and set forth in the applicable
Award Agreement. The restrictions on payment in Section 4.9 of the Plan shall not
apply to a Section 4.10 Award.



FURTHER RESOLVED, that the Chief Executive Officer of Alion is hereby authorized and directed
to adopt such further amendments to the Plan as he deems necessary or appropriate for the Plan to
comply with guidance issued under Section 409A of the Internal Revenue Code, including Internal
Revenue Service Notice 2010-6, to the extent applicable.



IN WITNESS WHEREOF, these resolutions and First Amendment were adopted by a vote of the Board
of Directors of Alion held this 22nd day of January, 2010.



ALION SCIENCE AND TECHNOLOGY CORPORATION




	 	 	 	 	 
	By:

	 	/s/ Bahman Atefi
	 	 
	 

	 	 	 	 
	 

	 	Its: Chief Executive Officer	 	 






	 	 	 	 	 	 	 
	 

	 	Attest:
	 	/s/ Joshua Izenberg
	 	 
	 

	 	 	 	 	 	 







 


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