exv10w55








EXHIBIT 10.55




Alion Science and Technology Corporation

Long-Term Incentive Plan

Award Agreement




     This Award Agreement (the “Agreement”) sets forth certain specific information and agreements
regarding the Award Opportunities granted by Alion Science and Technology Corporation (the
“Company”) to you, the Participant, pursuant to the terms and conditions of the Alion Science and
Technology Corporation Long-Term Incentive Plan (the “Plan”).



     In order to be eligible for an Award Opportunity under the Plan, you must sign and return this
Agreement to: Ms. Katherine C. Madaleno, Senior Vice President, Director, Human Resources, Alion
Science and Technology 1750 Tysons Boulevard, Suite 1300, McLean, 

VA 22102-4220.



Section 1 — Award Opportunity




	 	 	 
	Participant
	 	 
	 
	 	 
	Date of Grant
	 	 
	 
	 	 
	Target Award Amount
	 	 
	 
	 	 
	Performance Cycle 1

	 	November 1, 2008 until the date of achievement of
final Performance Goal
	 
	 	 
	Vesting Date of Award

	 	The date as of which the final Performance Goal is
achieved
	 
	 	 
	Form of Award Payment

	 	Lump sum cash payment, with mandatory taxes withheld
	 
	 	 
	Time of Award Payment

	 	Within 60 days after the Vesting Date of the Award






	 	 	 
	Performance Goals	 	Target
	Goal #1:

	 	The Company is in pro forma compliance with the Original
Maximum Senior Secured Leverage Ratio, as such term is
defined in that certain Credit Agreement dated as of
August 2, 2004, by and among the Company, Credit Suisse
and certain other parties (as amended from time to
time).






Section 2 —  Determination of Earned Award




     At the end of the Performance Cycle, the Committee shall determine whether you have achieved
the Target for each of the performance goals listed above. If you meet the Target for each of the
performance goals, your award amount will be the Target Award Amount, which is also referred to as
the “Earned Award.”



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Section 3 —  Vesting and Payment of Award




     Earned Awards vest in full on the Vesting Date of the Award, provided you are then in
employment. Earned Awards that have vested in accordance with the terms of this Agreement shall be
payable as a lump sum cash payment to you within 60 days after the Vesting Date of Award.



Section 4 —  Death or Disability During Employment




     If you die or become Disabled during the Performance Cycle, you (or your designated
beneficiary, as the case may be) shall become immediately vested in 100% of your Target Award
Amount. Payment of the award shall be made as a lump sum cash payment to you (or to your
designated beneficiary, as the case may be) within 60 days after the occurrence of death or
Disability.



Section 5 — Involuntary Termination Without Cause




     If your employment is involuntarily terminated by the Company without Cause before the Vesting
Date of Award, you shall become immediately vested in 100% of your Target Award Amount. Payment of
the award shall be made as a lump sum cash payment within 60 days after your Termination of
Employment.



Section 6 — Involuntary Termination for Cause or Voluntary Termination




     If your employment is terminated by the Company with Cause, or you voluntarily terminate
employment, before the Vesting Date, no award shall be paid under this Agreement.



Section 7 — Change in Control




     In the event of a Change in Control during the Performance Cycle, you shall be paid an amount
equal to 100% of the Target Award in a lump sum cash payment within 60 days after the effective
date of the Change in Control.



Section 8 — Other Provisions




     All of the terms of the Plan are incorporated herein by reference. Capitalized terms that are
not otherwise defined in this Agreement have the meanings ascribed to them in the Plan. You may
not assign or alienate your interest in the Plan or this Agreement. No assets will be set aside to
satisfy an award until actual payment is made. The Company will withhold all income, payroll and
other taxes and other assessments as it deems appropriate under law. This Agreement and the Plan
embody the entire understanding of the parties with respect to the subject of this Agreement, and
no person at the Company has made any verbal or written assurances or representations regarding the
subject of this Agreement other than as contained herein or in the Plan.



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Section 9 — Forfeiture of other Awards 




     You hereby waive, disclaim and forfeit all of your right in and to any award previously issued
to you under any of the Company’s existing executive incentive compensation plans, vesting on or
prior to the Vesting Date and remaining unpaid as of such date, including but not limited to awards
issued under the Company’s phantom stock plans.



     BY EXECUTING THIS AGREEMENT, YOU ACCEPT PARTICIPATION IN THE PLAN, ACKNOWLEDGE THAT YOU HAVE
READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT AND THE PLAN, AND AGREE THAT THIS AGREEMENT
SHALL GOVERN THE TERMS AND CONDITIONS OF THIS AWARD, SUBJECT TO THE PROVISIONS OF THE PLAN. IN THE
EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND THE PLAN, THE PLAN SHALL CONTROL.



[Signatures follow on next page]




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     IN WITNESS WHEREOF, the Company and you, the Participant, have duly executed this Agreement as
of the Date of Grant set forth above.



	 	 	 	 	 	 	 	 	 
	COMPANY:	 	PARTICIPANT:
	 
	 	 	 	 	 	 	 	 
	Alion Science and Technology Corporation	 	 	 	 	 	 
	A Delaware corporation	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Name:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 







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