Common use of Involuntary Termination other than for Cause Clause in Contracts

Involuntary Termination other than for Cause. If the Participant is involuntarily terminated from employment with Alion for any reason other than Just Cause, then he shall immediately vest in a prorated portion of his Deferred Compensation Account. The prorated vesting shall be based on a ratio, the numerator of which is the number of months from the Effective Date of this Agreement through the end of the month of such termination and the denominator of which is 96. Payment of such vested amount shall be made within 30 days of the date of termination. For these purposes, Just Cause shall mean, (i) Participant’s material breach of his Employment Agreement which is not cured within thirty (30) days after receipt of notice thereof; (ii) Participant’s theft or embezzlement of any material property of Alion; (iii) Participant’s gross negligence or willful misconduct in performing his duties under his Employment Agreement; (iv) Participant’s willful refusal to perform or substantial neglect of any duties under his Employment Agreement; (v) Participant’s unauthorized use of Alion’s trade secrets or Proprietary Information (as defined by Section 21 of his Employment Agreement); (vi) Participant’s commission of a felony which adversely affects Alion’s business, reputation or business relations. If Participant is terminated for Just Cause, Participant shall not be entitled to any future payments of unpaid amounts of his Deferred Compensation Account.