Exhibit 4.28





Exhibit 4.28




RESOLUTIONS OF THE BOARD OF DIRECTORS




FIRST AMENDMENT TO

THE ALION SCIENCE AND TECHNOLOGY CORPORATION

BOARD OF DIRECTORS PHANTOM STOCK PLAN

(as amended and restated effective January 1, 2007)




WHEREAS, Alion Science and Technology Corporation (“Alion”) adopted the Alion Science and
Technology Corporation Board of Directors Phantom Stock Plan, as amended and restated effective
January 1, 2007 (the “Plan”) to provide specified incentive compensation to the members of its
Board of Directors; and



WHEREAS, Article 8.1 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, BE IT RESOLVED, that Plan is hereby amended as set forth below, effective as
of the date of the adoption of these resolutions:



1. Section 2.5(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 7.8 is added to the Plan to state as follows:




7.8 Limitation on Payment Based on Company Liquidity. Notwithstanding
any other provision of the Plan or a Phantom Stock Agreement, with respect to Awards
granted after the effective date of the First Amendment to the Plan, the Company may
not make payments with respect to Awards under this 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 Phantom Stock Agreement) was at least
Twenty-Five Million Dollars ($25,000,000) (the “Liquidity Requirement”). If
payments are limited by this Section 7.8, the available aggregate payment shall be
allocated on a pro-rata basis among all Awards otherwise payable on such payment
date. Payment of an Award delayed under this Section 7.8 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 7.8, “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.


 


 









 





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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