exv10w34





EXHIBIT 10.34




FIRST AMENDMENT TO EMPLOYMENT AGREEMENT




THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is made this 18th day of
February, 2008, by and between Alion Science and Technology Corporation, a Delaware corporation
(the “Company”) and Scott A. Fry (the “Employee”).



WHEREAS, the Company and Employee entered into an Employment Agreement dated June 28, 2007
(the “Employment Agreement”); and



WHEREAS, the Company and Employee desire to amend the Employment Agreement by clarifying the
provisions governing non competition.



NOW THEREFORE, in consideration of the foregoing recitals and mutual promises and conditions
set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Employee agree as follows:



1. The first paragraph of Section 4.1 of the Employment Agreement shall be deleted and
replaced with the following (with amended language noted in bold type):




4.1. Noncompetition. The Executive acknowledges and agrees that by virtue of his
employment with the Company, he has or will have access to valuable proprietary
information not known to the public that the Company possesses, including but not
limited to, methods of operation, business strategies and plans, financial
information, marketing materials, ideas, trade secrets, customer contacts and other
customer information (“Proprietary Information”). The Executive further
acknowledges and agrees that the Company has legitimate business interests in
assuring that his unique knowledge of the Company, including but not limited to that
knowledge regarding and relating to the foregoing information, is not disclosed or
converted to the use of entities or individuals in competition with the Company.
The Executive therefore agrees that during the Employment Period and for a period of
one year after the date of termination of the Executive’s employment with the
Company without cause as set forth in Article 3.1(a) above, he will not, directly or
indirectly, compete with the Company or its subsidiaries or affiliates by providing
services or by being an officer, director, employee, consultant, agent, advisor,
shareholder or owner to or of any other person,
partnership, association, corporation, or other entity that is a “Competing
Business,” except that he may have an ownership interest of up to two percent (2%)
of a Competing Business which is a public company. As used herein, a “Competing
Business” is any business whose activities relate to the products or services of the
same or similar type as the products or services which are sold (or, pursuant to an
existing business plan, will be sold) to paying customers of the Company or its
subsidiaries or affiliates, and for which the Executive has the responsibility to
plan, develop, manage, market, or oversee, or had any such responsibility within the
Executive’s most recent twenty-four (24) months of employment with the Company.
Following termination of employment, the Executive may request in writing an
exception to the foregoing provision from the Company for prospective employment,
which exception will be granted if the Company, in its sole discretion, determines
that such prospective employment will not unduly or materially compete with or
otherwise interfere with the business of the Company. The restrictions on
competition as set forth in this paragraph shall not apply in the event that the
Executive terminates employment pursuant to Section 3.1(d) of this Agreement.



2. Other Terms. All other terms and conditions of the Employment Agreement shall remain the
same.



IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the
effective date first described above.



	 	 	 
	EXECUTIVE:
	 	 
	 
	 	 
	/s/ Scott Fry
 


	 	 
	Scott Fry
	 	 
	 
	 	 
	ALION SCIENCE AND TECHNOLOGY CORPORATION:
	 	 
	 
	 	 
	/s/Bahman Atefi
 


	 	 
	Bahman Atefi