Attached files
Exhibit 4.27
RESOLUTIONS OF THE BOARD OF DIRECTORS
FIRST AMENDMENT TO
THE ALION SCIENCE AND TECHNOLOGY CORPORATION
2004 STOCK APPRECIATION RIGHTS PLAN
(as amended and restated effective January 1, 2007)
FIRST AMENDMENT TO
THE ALION SCIENCE AND TECHNOLOGY CORPORATION
2004 STOCK APPRECIATION RIGHTS PLAN
(as amended and restated effective January 1, 2007)
WHEREAS, Alion Science and Technology Corporation (Alion) adopted the Alion Science and
Technology Corporation 2004 Stock Appreciation Rights Plan, as amended and restated effective
January 1, 2007 (the Plan) to provide specified incentive compensation to a select group of
management and highly compensated employees; and
WHEREAS, Article 7.1 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, 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 5.11 is added to the Plan to state as follows:
5.11 Limitation on Payment Based on Company Liquidity. Notwithstanding
any other provision of the Plan or a Grant 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 an Award under this Plan unless the Companys average
daily Liquidity over the ninety (90) days immediately preceding the payment date of
the Award (as specified in the Grant Agreement) was at least Twenty-Five Million
Dollars ($25,000,000) (the Liquidity Requirement). Payment of an Award delayed
under this Section 5.11 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 5.11, 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 Companys 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 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 | |||||
2