exv10w57



 







Exhibit 10.57




ALION SCIENCE AND TECHNOLOGY CORPORATION




BOARD OF DIRECTORS PHANTOM STOCK PLAN




     The Alion Science and Technology Corporation Phantom Stock Plan (the “Plan”) is hereby
established by Alion Science and Technology Corporation, a Delaware corporation (the
“Company”), effective as of October 1, 2005.



ARTICLE I




PURPOSE




     The purpose of the Plan is to benefit and advance the interests of the Company by attracting
and retaining directors, by rewarding them for their contributions to the financial success of the
Company and thereby motivating them to continue to make such contributions in the future, through
the granting of phantom shares of common stock of the Company.



ARTICLE II




DEFINITIONS




     For the purpose of the Plan, unless the context requires otherwise, the following terms shall
have the meanings indicated:



     2.1. “Administrative Committee” shall mean the Compensation Committee of the Board, or such
person or persons as the Compensation Committee shall designate, unless the Board resolves to act
itself as the Administrative Committee.



     2.2. “Award” means a grant of Phantom Stock under this Plan.



     2.3. “Board” means the Board of Directors of the Company.



     2.4. “Cause” means that the Participant has (a) abandoned his position as a Director; (b)
engaged in willful misconduct deleterious to the interests of the Company, including but not
limited to engaging in or assisting a competing business enterprise without the consent of the
Board, making public statements disparaging of the Company or its personnel or customers, other
than truthful statements made in connection with a legal proceeding or governmental investigation,
or disclosing trade secrets or other confidential information of the Company in an unauthorized
manner; (c) been convicted of a felony crime; or (d) been indicted for a felony crime relating to
the Participant’s business conduct or morals, if the Board determines that the Participant’s
continuing service as a Director is deleterious to the interests of the Company. Whether a
Participant’s Termination of Service is the result of Cause shall be determined by the Board in its
sole discretion.



     2.5. “Change in Control” shall mean and shall be deemed to have occurred as of the date of the
first to occur of the following events:




     (a) any Person or Group acquires stock of the Company that, together with stock held by
such Person or Group, constitutes more than 50% of the total Fair Market



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Value or total voting power of the stock of the Company. However, if any Person or
Group is considered to own more than 50% of the total Fair Market Value or total voting
power of the stock of the Company, the acquisition of additional stock by the same Person or
Group is not considered to cause a Change in Control of the Company. An increase in the
percentage of stock owned by any Person or Group as a result of a transaction in which the
Company acquires its stock in exchange for property will be treated as an acquisition of
stock for purposes of this subsection. This subsection applies only when there is a
transfer of stock of the Company (or issuance of stock of the Company) and stock in the
Company remains outstanding after the transaction;




     (b) any Person or Group acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such Person or Group) ownership of stock of the
Company possessing 35% or more of the total voting power of the stock of the Company;




     (c) a majority of members of the Company’s Board is replaced during any 12-month period
by Directors whose appointment or election is not endorsed by a majority of the members of
the Company’s Board prior to the date of the appointment or election; or




     (d) any Person or Group acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such Person or Group) assets from the Company
that have a total gross fair market value equal to or more than 40% of the total gross fair
market value of all of the assets of the Company immediately prior to such acquisition or
acquisitions. For this purpose, gross fair market value means the value of the assets of
the Company, or the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets. However, no Change in Control shall be deemed to
occur under this subsection (d) as a result of a transfer to:




     (1) A shareholder of the Company (immediately before the asset transfer) in
exchange for or with respect to its stock;




     (2) An entity, 50% or more of the total value or voting power of which is
owned, directly or indirectly, by the Company;




     (3) A Person or Group that owns, directly or indirectly, 50% or more of the
total value or voting power of all the outstanding stock of the Company; or




     (4) An entity, at least 50% of the total value or voting power of which is
owned, directly or indirectly, by a person described in clause (iii) above.



     For these purposes, the term “Person” shall mean an individual, corporation,
association, joint-stock company, business trust or other similar organization, partnership,
limited liability company, joint venture, trust, unincorporated organization or government or
agency, instrumentality or political subdivision thereof. The term “Group” shall have the
meaning set forth in Rule13d-5 of the Securities Exchange Commission (“SEC”), modified to the
extent necessary to comply with Proposed Treasury Regulation Section 1.409A-3(g)(5)(v)(B), or any
successor thereto in effect at the time a determination of whether a Change in Control has



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occurred is being made. If any one Person, or Persons acting as a Group, is considered to
effectively control the Corporation as described in subsections (b) or (c) above, the acquisition
of additional control by the same Person or Persons is not considered to cause a Change in Control.




     2.6. “Code” means the Internal Revenue Code of 1986, as amended and any successor Code, and
related rules, regulations and interpretations.



     2.7. “Common Stock” means the voting common stock, $0.01 par value per share, of the Company,
subject to adjustments pursuant to the Plan.



     2.8. “Company” means Alion Science and Technology Corporation, a Delaware corporation.



     2.9. “Director” means a member of the Board of Directors of the Company who is not also an
employee of the Company on the Grant Date.



     2.10. “Disability” means that the Participant (a) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months; or (b) has been determined to be totally disabled by the Social Security Administration.



     2.11. “Effective Date” means October 1, 2005.



     2.12. “Fair Market Value” on any given date means the value of one share of Common Stock as
determined by the Administrative Committee in its sole discretion, based upon the most recent
valuation of the Common Stock made by an independent appraisal that meets the requirements of Code
Section 401(a)(28)(C) and the regulations thereunder as of a date that is no more than 12 months
before the relevant transaction to which the valuation is applied.



     2.13. “Grant Date” means the effective date on which an Award is made to a Participant as set
forth in the applicable Phantom Stock Agreement.



     2.14. “Participant” means a member of the Board of the Company to whom an Award is granted
under this Plan.



     2.15. “Phantom Stock Agreement” means the agreement between the Company and the Participant
pursuant to which the Company makes an Award hereunder. Each Phantom Stock Agreement shall
incorporate the terms of this Plan and shall contain such further terms and conditions consistent
with the provisions of the Plan as may be established by the Administrative Committee.



     2.16. “Phantom Stock” means a unit granted to a Participant that entitles the Participant to
receive a payment in cash equal to the Fair Market Value of a share of Common Stock as of the
Surrender Date.



     2.17. “Plan” means the Alion Science and Technology Corporation Phantom Stock Plan, as amended
from time to time.



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     2.18. “Plan Year” means the fiscal year of the Company.



     2.19. “Surrender Date” means the date as of which a Participant surrenders Phantom Stock
shares pursuant to Section 7.1 below.



     2.20. “Termination of Service” means termination of the Participant’s status as a Director of
the Company, or (b) if later, in the case of a Director who also is then an employee of the
Company, cessation of performance of services for the Company. Whether a Participant who is also
an employee of the Company incurs a termination of employment with the Company will be determined
in accordance with the terms of the Alion Executive Deferred Compensation Plan, as amended and
restated to comply with Code Section 409A.



     2.21. “Valuation Date” means a date as of which the Fair Market Value of Common Stock of the
Company is determined.



     2.22. “Year of Vesting Service” means a complete year of the Participant’s service as a
Director, beginning with the Grant Date of the applicable Award and each anniversary of such date
after the Grant Date.



ARTICLE III




ADMINISTRATION




     3.1. General. The Plan shall be administered by the Administrative Committee. The
Administrative Committee shall have the full and final authority, in its discretion, to interpret
conclusively the provisions of the Plan; to adopt such rules for carrying out the Plan as it may
deem advisable; to decide all questions of fact arising in the application of the Plan; and to make
all other determinations necessary or advisable for the administration of the Plan.



     3.2. Procedure. The Administrative Committee shall meet at such times and places and
upon such notice as it may determine. A majority of the members of the Administrative Committee
shall constitute a quorum. Any acts by the Administrative Committee may be taken at any meeting at
which a quorum is present and shall be by majority vote of those members entitled to vote.
Additionally, any acts reduced to writing and approved in writing by all of the members of the
Administrative Committee hereunder shall be valid acts of the Administrative Committee. Members of
the Administrative Committee who are either eligible for Awards or have been granted Awards may
vote on any matters affecting the administration of the Plan or the grant of Awards pursuant to the
Plan, except that no such member shall act upon the granting of an Award to himself or herself but
may be counted in determining the existence of a quorum at any meeting of the Administrative
Committee during which action is taken with respect to the granting of an Award to him or her.
Notwithstanding the foregoing, a member of the Committee will not be deemed as acting upon the
granting of an Award to himself or herself under the preceding sentence if the matter under
consideration applies equally to all Participants.



     3.3. Duties. The Administrative Committee shall have full power and authority to
administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan and for the conduct of its business as the
Administrative Committee deems necessary or advisable, all within the Administrative



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Committee’s sole and absolute discretion. The Administrative Committee shall have full power
and authority to take all other actions necessary to carry out the purpose and intent of the Plan,
including, but not limited to, the authority to:





     (a) construe the Plan and any Award under the Plan;




     (b) select the time or times at which Awards shall be granted;




     (c) determine the number of shares of Common Stock to be covered by or used for
reference purposes for any Award;




     (d) determine and modify from time to time the terms and conditions, including
restrictions, of any Award and to approve the form of Phantom Stock Agreements;




     (e) accelerate or otherwise change the time in which an Award may be vested, and to
waive or accelerate the lapse, in whole or in part, of any restriction or condition with
respect to such Award, except that the date of payment of an Award may not be accelerated in
a manner inconsistent with Code Section 409A; or




     (f) prescribe, amend and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of qualifying for
preferred tax treatment under foreign tax laws.



     3.4. Limited Liability. To the maximum extent permitted by law, no member of the Board
or Administrative Committee hereunder shall be liable for any action taken or decision made in good
faith relating to the Plan or any Award.



     3.5. Effect of Administrative Committee’s Decision. All actions taken and decisions
and determinations made by the Administrative Committee on all matters relating to the Plan
pursuant to the powers vested in it hereunder shall be in the Administrative Committee’s sole and
absolute discretion and shall be conclusive and binding on all parties concerned, including the
Company, its stockholders, any Participants in the Plan and any employee, officer or Director of
the Company, and their respective successors in interest.



ARTICLE IV




PARTICIPATION




     Each individual who is a Director and who is not also an employee of the Company as of a Grant
Date is eligible to participate in the Plan while he or she is a member of the Board of Directors.



ARTICLE V




GRANT OF PHANTOM STOCK




     5.1. Shares Subject to the Plan. Subject to adjustments as provided in Article X, the
shares of Common Stock that may be used for reference purposes with respect to Awards



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granted under this Plan shall not exceed 2,000,000 shares of Common Stock, reduced by any
shares of Common Stock used for reference purposes with respect to awards issued under the Alion
Science and Technology Corporation Phantom Stock Plan and the Alion Science and Technology
Corporation Performance Shares and Retention Phantom Stock Plan (whether or not such awards have
expired, terminated unexercised, or become unexercisable, or have been forfeited or otherwise
terminated, surrendered or cancelled). No actual shares of Common Stock are reserved hereunder.
References to shares of Common Stock are for accounting and valuation purposes only, and not to
grant any voting or other rights associated with ownership of Common Stock.




     5.2. Grant of Awards. Except as otherwise provided in Section 5.4, an Award shall be
made to each eligible Director as of the date of the first general Board of Directors meeting of
each Plan Year within the term of this Plan (each, a “Grant Date”). In addition, each
individual who becomes a Director during a Plan Year within the term of this Plan after the first
general meeting of the Board for such Plan Year shall be eligible for an Award effective as of the
date he or she becomes a Director (also a “Grant Date”). The Compensation Committee of the Board
of Directors shall have discretion to determine the amount of Phantom Stock to be awarded for any
Plan Year; provided, however, that, except as otherwise provided in Section 5.4, each Director as
of the date of the first general meeting of the Board during the Plan Year to which the Award
relates shall receive the same level of Award. Unless and until the Compensation Committee
determines otherwise, the number of units of Phantom Stock which shall be awarded to a Director for
a Plan Year shall be the number determined by dividing thirty-five thousand dollars ($35,000) by
the Fair Market Value (determined as of the Valuation Date corresponding with or immediately
preceding such Grant Date) of a share of Common Stock on the Grant Date, rounded to the next
highest round number; provided, however, that an Award made to an individual who becomes a Director
after the first general Board of Directors meeting for the applicable Plan Year shall be prorated
to reflect the number of full and partial calendar months remaining in such Plan Year from the date
of the Director’s election. A Participant who incurs a Termination of Service or is not a Director
for any reason as of the close of business on the Grant Date shall not be eligible for an Award.



     5.3. Phantom Stock Agreement. The grant of an Award shall be evidenced by a Phantom
Stock Agreement in a form approved by the Administrative Committee, between the Company and the
Participant. Each such Phantom Stock Agreement shall set forth its Grant Date, the number of
shares of Phantom Stock awarded, and the vesting provisions. Each such Phantom Stock Agreement
shall be subject to the express terms and conditions of this Plan, and shall be subject to such
other terms and conditions that, in the reasonable judgment of the Administrative Committee, are
appropriate and not inconsistent with this Plan.



     5.4. Disqualified Persons. Notwithstanding the foregoing, no grant of Phantom Stock
may be made to any “Disqualified Person” (within the meaning of Sections 409(p)(4) and
4979A of the Code, as added by the Economic Growth and Tax Relief Reconciliation Act of 2001) for
any period during which the Company maintains the Alion Science and Technology Corporation Employee
Ownership, Savings and Investment Plan or any other employee stock ownership plan (“ESOP”) as
described in and qualified under Sections 4975(e)(7) and 401(a) of the Code, respectively. Any
grant of Phantom Stock made in violation of this provision shall be null and
void ab initio. In addition, no grant of Phantom Stock may be made to any eligible individual
if and to the extent that such grant would cause such individual to become a Disqualified Person.



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ARTICLE VI




RIGHT TO PAYMENT




     6.1. Vesting. A Participant shall have no right to receive payment for any share of
Phantom Stock upon the applicable Surrender Date, as described below, unless and until such Phantom
Stock Award has become vested. Unless otherwise determined by the Administrative Committee in a
Participant’s Phantom Stock Agreement, Awards shall vest in accordance with the following schedule:



	 	 	 	 	 
	Service from the Grant Date	 	Amount Vested
	One Year of Vesting Service
	 	 	33	%
	Two Years of Vesting Service
	 	 	66	%
	Three Years of Vesting Service
	 	 	100	%






     6.2. Termination and Forfeiture of Awards. If a Participant incurs a Termination of
Service on or before becoming 100% vested in an Award, he or she shall forfeit any unvested portion
of the Award, except as provided below:




     (a) Death or Disability. If the Participant’s Termination of Service is due to
death or Disability, any outstanding Awards at the time of such Termination of Service shall
immediately become 100% vested.




     (b) Change in Control. If the Participant incurs a Termination of Service for
any reason on or after a Change in Control, any Awards granted prior to such Change in
Control that are outstanding at the time of such Termination of Service shall immediately
become 100% vested.




     (c) Failure to be Reelected. If the Participant fails to be reelected as a
Director for any reason other than Cause, such Director shall continue to vest in accordance
with the following schedule, without regard to such Termination of Service.




     (d) Disqualified Persons. If Participant is or becomes a Disqualified Person as
described in Section 5.4 above, then the full amount of any then outstanding Award that has
not yet vested shall be forfeited; and no amount of an Award shall become vested, if, as a
result of such vesting, the Participant would become a Disqualified Person.



ARTICLE VII




PAYMENT OF PHANTOM STOCK BENEFITS




     7.1. Surrender Date. The Administrative Committee may, in its discretion, permit a
Participant to elect whether the Surrender Date with respect to an Award shall occur (a) with
respect to any portion of an Award which has become vested under Section 6.1, the date on



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which such portion of the Award becomes vested; or (b) the date on which the entire amount of
the Award becomes 100% vested or, if earlier, upon the Participant’s Termination of Service.
Notwithstanding the foregoing or any contrary election by the Participant, if a Participant incurs
a Termination of Service but continues to vest under Section 6.2(c), the Surrender Date of any
portion of a then-outstanding Award that has vested prior to the Participant’s Termination of
Service shall be the date of such Termination of Service, and the Surrender Date of any portion of
the Award that becomes vested after the Participant’s Termination of Service shall be the date on
which such portion of the Award becomes vested. Any such election shall be made in a writing
acceptable to the Administrative Committee and filed with the Administrative Committee prior to the
Award Grant Date; provided, however, that an election by a Participant who first becomes a Director
on the Grant Date shall be made within 30 days of the Grant Date. If the Administrative Committee
does not permit an election under this provision, or if a Participant fails to make a timely
election to the contrary hereunder, the Participant shall be deemed to have elected the Surrender
Date described in clause (b) above (except as provided above with respect to Section 6.2(c)).
Notwithstanding the foregoing, the Surrender Date of a vested Award may be accelerated, with the
consent of the Administrative Committee, under the following circumstances:





     (a) Compliance with Domestic Relations Order: To permit payment to an
individual other than the Participant as necessary to comply with the provisions of a
domestic relations order (as defined in Code Section 414(p)(1)(B));




     (b) Conflicts of Interest: To permit payment as necessary to comply with the
provisions of a certificate of divestiture (as defined in Code Section 1043(b)(2));




     (c) Payment of Employment Taxes: To permit payment of federal employment taxes
under Code Sections 3101, 3121(a) or 3121(v)(2), or to comply with any federal tax
withholding provisions or corresponding withholding provisions of applicable state, local,
or foreign tax laws as a result of the payment of federal employment taxes, and to pay the
additional income tax at source on wages attributable to the pyramiding Code Section 3401
wages and taxes; or




     (d) Tax Event: Upon a good faith, reasonable determination by the Board, upon
advice of counsel, that the Plan or an Award fails to meet the requirements of Code Section
409A and regulations thereunder. Such payment may not exceed the amount required to be
included in income as a result of the failure to comply with the requirements of Code
Section 409A.



     7.2. Amount of Payment. A Participant shall be entitled to a cash payment upon
surrender of an Award equal to the number of vested units of Phantom Stock subject to surrender,
multiplied by the Fair Market Value as of the Valuation Date coincident with or immediately
preceding the Surrender Date; provided, however, that, in the case of an Award outstanding on the
date of a Change in Control, the Fair Market Value of such Phantom Stock units shall be determined
based upon the Fair Market Value of Common Stock as of the Valuation Date coincident with or
immediately preceding the Surrender Date, or the Valuation Date coincident with or immediately
preceding the date of the Change in Control, whichever produces the higher Fair Market Value.



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     7.3. Time of Payment. Except as provided in Section 7.4, the Company shall make
payment of the amount receivable upon the exercise of an Award by the delivery of cash in a lump
sum as soon as practicable after the Surrender Date, but in any event
within 21/2 months after the
end of the Plan Year in which the Surrender Date occurs. Notwithstanding the foregoing, payment
under this Section 7.3 may be delayed (without imputation of earnings, interest or other gains or
losses after the Surrender Date) solely to the extent necessary under the following circumstances,
provided that payment is made as soon as possible after the reason for delay no longer applies:




     (a) Unforeseeable Administrative or Financial Cause. The Compensation
Committee reasonably determines that (1) it is administratively impracticable to make
payment by the end of the applicable 21/2 month period or that making such payment will
jeopardize the solvency of the Company, and (2) such impracticability or insolvency was
unforeseeable as of the Grant Date.




     (b) Payments Subject to Section 162(m). The Company reasonably anticipates
that its deduction with respect to such payment would otherwise be limited or eliminated by
application of Code Section 162(m).




     (c) Payments that Would Violate Loan Covenant or Similar Contractual
Requirement. The Company reasonably anticipates that making the payment will violate a
term of a loan agreement to which the Company is a party, including any ESOP loan agreement,
or other similar contract to which the Company is a party, and such violation will cause
material harm to the Company.




     (d) Payments that Would Violate Law. The Company reasonably determines that
payment would violate Federal securities laws or other applicable law.



     7.4. Election to Defer Payments. If a Participant has elected, or is deemed to have
elected, as the Surrender Date of an Award under Section 7.1 the date on which the entire amount of
the Award becomes 100% vested, then the Participant may elect to have the amount of payment for
such Award that would otherwise be made upon the Surrender Date deferred into the Alion Director
Deferred Compensation Plan (the “Deferred Compensation Plan”), provided that he or she has
not incurred a Termination of Service and is then (or is then eligible to become) a participant in
the Deferred Compensation Plan. Any such election shall be made in a writing acceptable to the
Administrative Committee and filed with the Administrative Committee at least one year prior to the
Surrender Date. Such election shall become effective upon the Surrender Date and shall specify a
time for payment and method of distribution available under the Deferred Compensation Plan,
provided that such election may not provide for a time of distribution (other than as a result of
Termination of Service, death or Disability) earlier than five years after the Surrender Date.



     7.5. Discharge. Any payment made by the Company in good faith in accordance with the
provisions of this Plan and a Participant’s Phantom Stock Agreement shall fully discharge the
Company from all further obligations with respect to such payment and the Phantom Stock Agreement.



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     7.6. Compliance with Code Section 409A. No payment shall be made in violation of
Section 409A or any other applicable provisions of the Code and the rules and regulations
thereunder.



     7.7. Withholding. The Company shall have the right to deduct from all amounts paid
pursuant to the Plan any Federal, State or local income tax, social security contribution or other
payroll taxes required by law, whether domestic or foreign, to be withheld with respect to such
payments. The Company shall also have the right to deduct FICA contributions required at vesting.



ARTICLE VIII




AMENDMENT AND TERMINATION




     8.1. Amendment. The Board may amend the Plan at any time and from time to time,
provided that (a) no amendment shall deprive any person of any rights granted under the Plan before
the effective date of such amendment without such person’s consent; and (b) amendments may be
subject to shareholder approval to the extent needed to comply with applicable law.
Notwithstanding the foregoing, the Board may unilaterally amend the Plan or any outstanding Award
as necessary to cause the Plan or such Award to comply with Code Section 409A.



     8.2. Termination. The Board reserves the right to terminate the Plan in whole or in
part at any time, without the consent of any person granted any rights under the Plan. Termination
of the Plan shall not affect the Administrative Committee’s ability to exercise the powers granted
to it hereunder with respect to Awards granted under the Plan prior to the date of such
termination. Notwithstanding the foregoing, termination of the Plan shall not result in the
acceleration of payment of any Award except as permitted by the Administrative Committee and
consistent with the requirements of Code Section 409A.



ARTICLE IX




TERM




     The Plan shall be effective October 1, 2005, subject to approval of the Plan by the Board.
Unless sooner terminated by action of the Board, the Plan will terminate on September 30, 2015, but
Awards granted before this termination date will continue to be effective in accordance with their
terms and conditions.



ARTICLE X




TRANSACTIONS




     10.1. Adjustment of Number and Price of Shares. Any other provision of the Plan
notwithstanding, if through, or as a result of, any merger, consolidation, sale of all or
substantially all of the assets of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar transaction, the outstanding
shares of Common Stock are increased or decreased or are exchanged for a different number or kind
of shares or other securities of the Company, or additional shares or new or different shares or
other securities of the Company or other non-cash assets are distributed with respect to such
shares of



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Common Stock or other securities, the Administrative Committee shall make an appropriate or
proportionate adjustment in the Awards as it deems appropriate, in its sole discretion. The
adjustment by the Administrative Committee shall be final, binding and conclusive.




     10.2. Adjustments Due to Special Circumstances. The Administrative Committee is
authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring events affecting the Company, or the financial statements
of the Company, or of changes in applicable laws, regulations, or accounting principles, whenever
the Administrative Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be made available under
the Plan.



     10.3. Compliance with Code Section 409A. Notwithstanding the foregoing, the
Administrative Committee shall not make an adjustment under this Article X which results in a
violation of Code Section 409A.



ARTICLE XI




MISCELLANEOUS PROVISIONS




     11.1. No Guarantee of Employment. Neither the Plan nor any Award granted under the
Plan shall confer upon any Participant any right with respect to continuance of employment by the
Company or to continue as a Director.



     11.2. No Rights as a Shareholder. A Participant shall not have any rights as a
shareholder with respect to any shares of Phantom Stock.



     11.3. Indemnification of Board and Plan Administrative Committee. No member of the
Board or the Administrative Committee, nor any officer or employee of the Company acting on behalf
of the Board or the Administrative Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the Plan, and all
members of the Board or the Administrative Committee and each and any officer or Employee of the
Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action, determination, or interpretation.



     11.4. Effect of the Plan. Neither the adoption of this Plan nor any action of the
Board or the Administrative Committee shall be deemed to give any person any right to be granted an
Award or any other rights except as may be evidenced by a Phantom Stock Agreement, or any amendment
thereto, duly authorized by the Administrative Committee and executed on behalf of the Company, and
then only to the extent and upon the terms and conditions expressly set forth therein.



     11.5. Non-Assignability. Phantom Stock granted to a Participant may not be
transferred or assigned other than by will or by the laws of descent and distribution. If the
Participant attempts to alienate, assign, pledge, hypothecate, or otherwise dispose of his Phantom
Stock or any right thereunder, except as provided for in this Plan or the Phantom Stock Agreement,
or in the event of any levy, attachment, execution, or similar process upon the right



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or interest conferred by this Plan or the Phantom Stock Agreement, the Administrative
Committee may terminate the Participant’s Phantom Stock Award by notice to him or her, and it shall
thereupon become null and void.




     11.6. Restrictive Legends. The Company may at any time place legends referencing any
restrictions described in the Phantom Stock Agreement and any applicable federal or state
securities law restrictions on all Awards.



     11.7. Company Charter and Bylaws. This Plan is subject to the charter and by-laws of
the Company, as they may be amended from time to time.



     11.8. No Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary relationship between the
Company and a Participant or any other person. To the extent that any Participant or other person
acquires a right to receive payments from the Company pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company; however, in the event of
commencement of a voluntary or involuntary case of bankruptcy against or by the Company, all vested
and unvested Awards made hereunder shall be canceled and void.



     11.9. Governing Law. All questions arising with respect to this Plan and any Phantom
Stock Agreement executed hereunder shall be determined by reference to the laws of the State of
Delaware in effect at the time of their adoption and execution, respectively, without implementing
its laws regarding choice of law.



     IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as of November
9, 2005, and certifies that the foregoing Plan was duly adopted by the Board of the Company on that
date.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Alion Science and Technology Corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Bahman Atefi	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Attest:
	 	/s/ Jim Fontana	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Secretary	 	 	 	 	 	 	 	 







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